Valspring Capital Management LP

Item 5.    Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio
companies may also reimburse the Adviser and its affiliates for certain expenses and/or make other
payments to the Adviser or its affiliates for services provided to the portfolio companies, which,
in certain circumstances, reduce the Advisory Fees payable to the Adviser. Additionally,

consistent with the Organizational Documents of a Fund, the Fund typically bears certain out-of-
pocket expenses incurred by the Adviser in connection with the services provided to the Fund
and/or the portfolio companies. Further details about certain common fees and expenses are set
forth below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital with respect to such Fund. Advisory Fees may be reduced during the life of a
Fund. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund
are established by the Adviser and are set forth in such Fund’s Organizational Documents. The
Advisory Fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a
negotiated basis with selected investors via side letter and other arrangements, which may not be
disclosed to other investors in the same Fund. The fee structures described herein may be modified
from time to time. Fees may differ from one Fund to another, as well as among investors in the
same Fund.

The Advisory Fees paid by a Fund will generally be reduced by a percentage of: (1) the amount of
fees paid by such Fund to persons acting as a placement agent in connection with the offer and
sale of interests in such Fund to certain potential investors, (2) the fees incurred by the Adviser in
connection with the organization of such Fund and/or (3) certain Other Fees (as defined and
described in more detail below under “Other Fees”) received by the Adviser or its affiliates. The
amount and manner of such reduction, if any, is set forth in the Organizational Documents of the
applicable Fund.

Certain investors in the Funds that are employees, business associates and other “friends and
family” of the Adviser, its affiliates or their personnel (including any related entity established by
any of the foregoing, such as trusts, charitable programs, endowments or related programs, family
investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) may
not pay Advisory Fees or Carried Interest, or their Advisory Fees or Carried Interest may be
reduced in connection with their investment in a Fund. Furthermore, the Adviser may, from time
to time, establish certain investment vehicles through which Adviser Investors or other third parties
may invest alongside one or more Funds in one or more investment opportunities, which generally
do not pay Advisory Fees or Carried Interest. Notwithstanding that Adviser Investors will
generally not pay Advisory Fees, Adviser Investors will generally pay for their pro rata share of
certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be allocated
to the Adviser or the general partner of the applicable Fund.

In addition, the Adviser may, from time to time, establish certain investment vehicles through
which Adviser Investors or other third parties may invest alongside one or more Funds in one or
more investment opportunities. Such co-investment vehicles generally do not pay Advisory Fees
or Carried Interest or bear certain Fund expenses.

The Adviser from time to time enters into economic and/or other fee-sharing arrangements with
respect to one or more Funds and/or certain limited partners thereof, the rights of which will not
generally be made available to other limited partners.

In addition, the Adviser may waive or reduce all or a portion of the Advisory Fee paid by a Fund
in full or partial satisfaction of any obligation of the Adviser and certain employees and affiliates
of the Adviser to invest in and alongside such Fund, which could result in acceleration of investor
capital contributions. Waived or reduced Advisory Fees are not generally subject to various offsets
or the reductions described above. Due to waived or reduced Advisory Fees and/or the timing of
receipt of compensation subject to offsets, Fund investors may not receive the full benefit of
reductions or offsets (e.g., during periods when the Adviser no longer receives Advisory Fees and
receives compensation that would otherwise be subject to offset, the Adviser, depending on certain
elections that may be made by Fund investors, may be entitled to retain such compensation without
remitting any such amounts to the applicable Fund or its investments).

Advisory Fees are payable by the Funds quarterly in advance. Upon termination of an Advisory
Agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis.

Other Fees and Expense Reimbursement

Other Fees

In addition to the Advisory Fees and Carried Interest, the Adviser and its affiliates from time to
time receive a variety of other cash, equity and other non-cash fees relating to the investment
activities of a Fund, its portfolio companies and prospective portfolio companies including
transaction fees, monitoring fees, directors’ fees, advisory fees, organization and financing fees,
operational fees, commitment fees, break-up and topping fees, divestment fees, termination fees,
project fees, fees relating to the arrangement of acquisitions or other financial restructuring,
investment banking fees, fees relating to credit origination, loan syndication, loan arrangement,
...

Item 7.    Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the general partner of each
such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift
institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university
endowments, corporations, limited partnerships and limited liability companies or other entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments
may be established for investors in the Funds. The general partner of each Fund may in its sole
discretion permit investments below the minimum amounts set forth in the Organizational
Documents of such Fund.