Valterra Partners LLC

Item 5 – Fees and Compensation

Valterra receives fees and compensation in exchange for advisory services provided to the Funds,
including management fees, performance-based fees, additional compensation in connection with
management services performed for the portfolio companies of the Funds and reimbursements from
portfolio companies for certain expenses advanced on their behalf. The Funds are also responsible
for bearing certain expenses as detailed below and in each Fund’s Governing Documents. Differences
exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses
that other Funds charge or charge them in different amounts. Each Fund’s compensation is
negotiated with the underlying portfolio company. The following is a general description of fees,
compensation and expenses of the Funds. Investors should refer to the Governing Documents of
the applicable Fund for a complete understanding of how Valterra is compensated for its advisory
services; the information contained herein is a summary only and is qualified in its entirety by such
documents.

Management Fee

As compensation for investment management services, each underlying portfolio company typically
pays Valterra (or its designee) an annual management fee equal to 2.0% of the total amount of capital
contributions used to acquire the securities of, or otherwise invested in, loaned to or used for the
benefit of a portfolio investment. The management fee is paid as an operating expense of the company

regardless of whether the payment thereof impacts the ability of Valterra to make distributions.
Payable quarterly in advance, the management fee is not subject to offset.

Structuring Fee

Certain portfolio companies pay Valterra (or its designee) a structuring fee in the amount of 2% of
capital contributions in connection with the formation and structuring of the Fund and the business
of each portfolio investment, as set forth in the applicable Fund’s Governing Documents. The
structuring fee is paid as an operating expense of each portfolio company regardless of whether the
payment thereof impacts the ability of Valterra to make distributions.

Performance Fee

As described in more detail in the Governing Documents and more briefly in Item 6 below, Valterra’s
principals are entitled to receive performance-based allocations or fees from the portfolio companies
in the form of a percentage of proceeds realized upon a liquidation event.

Payment of Fees

Valterra is authorized under the Governing Documents to charge and deduct fees directly from the
assets of the Funds, at the times and in the amounts as described in each such Fund’s Governing
Documents.

Fund Expenses

In addition to the management fees payable to Valterra and the performance allocations to the
principals, each Fund (and, indirectly, the investors therein) will pay the expenses disclosed in the
applicable Fund’s Governing Documents. Each Fund pays for all costs and expenses that in the good
faith judgment of the Manager are incurred by or arise out of the formation, operation or activities of
the Fund and the portfolio companies, including but not limited to:

   •   activities with respect to the sourcing, pursuing, structuring, seeking, organizing, negotiating,
       consummating, financing, refinancing, acquiring, bidding on, evaluating, diligencing, owning,
       managing, monitoring, operating, holding, hedging, restructuring, recapitalizing, trading,
       taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of, as
       applicable, a Fund’s actual and potential investments or seeking to do any of the foregoing
       (including any associated legal, financing, banking, commitment, transaction or other costs
       payable to attorneys, accountants, tax professionals, investment bankers, lenders, financing
       sources, expert networks, third-party due diligence and deal sourcing providers, service
       providers, advisors, consultants, data providers and similar professionals in connection
       therewith, any other associated costs described below and any costs related to transactions
       that may have been offered to co-investors to the extent not prohibited by applicable rules or

    regulations), whether or not any contemplated transaction or project is consummated and
    whether or not such activities are successful;

•   costs relating to indebtedness and indebtedness of, or guarantees made by, the manager or its
    affiliates on behalf of a Fund or involving the underlying portfolio company, including interest
    with respect thereto, or evaluating, negotiating or seeking to put in place or amend any such
    indebtedness or guarantee;

•   financing, commitment, origination and similar costs;

•   broker, dealer, underwriting (including both commissions and discounts), loan administration,
    sales commissions, investment banker and similar services;

•   brokerage, sale, custodial, depository, local paying agent, registered office, trustee, record
    keeping, account and similar services;

•   legal, accounting, research, auditing, administration (including fees and expenses associated
    with compliance with any anti-money laundering laws and regulations and a Fund’s third-party
    administrator and administration or tracking software, if any, including any investor portal
    hosted by an administrative agent), banking, information, appraisal, valuation, advisory and
    consulting (including advisory, consulting and retainer fees, expense reimbursement and other
    cash and non-cash compensation paid or granted to any consultants, any salary, benefits or
    personnel costs provided to, or on behalf of, advisors, and the costs of seeking out such
    advisors and consultants), tax and other professional services (including costs incurred in
    connection with the establishment or maintenance of any such activities or services);
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Item 7 – Types of Clients

Valterra provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Investment Company Act”). The Funds limit their respective investors to: (i) “accredited
investors” as defined in the Securities Act of 1933, and (ii) “qualified clients,” as defined in the
Advisers Act. Investors in the Funds must also meet certain other suitability qualifications prior to
making an investment in a Fund. The Funds are not registered or required to be registered under the

Investment Company Act, are not made available to the general public, their securities are not
registered or required to be registered under the Securities Act of 1933 and Fund interests are privately
placed to qualified investors. Qualified investors include individuals or entities to which Fund interests
are permitted to be sold, which generally includes (i) in the United States, people or organizations who
meet certain net worth, income and/or financial sophistication requirements as described above or
(ii) in other countries, as permitted by the relevant securities laws in such jurisdiction and in
compliance with any foreign offering provisions applicable to Valterra and/or the Funds.

Investors participating in the Funds include corporations, endowments, foundations, trusts, estates,
family offices, high net worth individuals and other institutional investors.

Investors in the Funds are generally required to make a minimum initial capital commitment of
$25,000, or such other amount as may be set forth in the Governing Documents of such Fund,
although Valterra has accepted lower amounts in its discretion.