Vesey Street Capital Partners LLC

FEES AND COMPENSATION

A.     Advisory Fees

Management Fees

The Adviser receives a fixed quarterly management fee from one or more of the Funds. The
Adviser also receives an annual fee as compensation for managing the Funds equal to 2% from
one or more of the Funds.

Performance-Based Allocations or Fees

With respect to each Fund, the Adviser or one of its affiliates is generally allocated or paid a
performance-based allocation or fee of up to 20% of the proceeds realized upon the disposition of
the assets of such Fund, but may receive a higher performance-based allocation or fee as agreed
with certain investors if specified performance hurdles are met; subject to the return of capital
contributions to investors and, often, subject to a preferred return to investors, catch-up
distributions to the recipient of such performance-based allocation or fee and/or other performance
hurdles, in each case as described in the applicable Fund’s offering documents.

Compensation Waivers or Reductions

Compensation to the Adviser is negotiable, and is set forth and described in each Fund’s offering
documents, organizational documents and/or investment management agreement. Certain
investors in the Funds have negotiated for and pay reduced performance-based allocations or fees.

B.     Payment of Fees

Management fees (if any), incentive allocations, incentive fees and carried interests are generally
deducted directly from Fund accounts. If an advisory contract is terminated before the end of a
billing period, unearned, pre-paid fees (prorated for the remaining portion of the billing period)
will be refunded directly to the Fund or underlying investor in accordance with the terms of the
Fund’s offering documents, organizational documents and/or investment management agreement.

C.     Additional Expenses and Fees

The Adviser will provide office space for themselves and on behalf of the Funds, and will pay for
all rent, utilities, HVAC, water, cleaning, office furniture, fixtures and equipment, computer
equipment, office supplies and all other reasonable and customary occupancy costs, as well as
reception, secretarial, clerical and other administrative personnel and the salaries, bonuses and
benefits paid to personnel of the Adviser in its capacity as such.

The relevant operating agreement for each Fund generally provides that such Fund bears all
organizational, litigation and other expenses of such Fund.

The Adviser also receives annual management services fees and/or monitoring fees from one or
more portfolio companies which may be fixed and/or based in part on certain performance metrics
achieved by the relevant portfolio companies.

Each Fund will reimburse the Adviser for any expenses paid by the Adviser that are properly borne
by the Fund, unless the Adviser elects to bear such expenses. However, any such election by the
Adviser to bear such expenses shall not be deemed a waiver of the Adviser’s right to seek
reimbursement from the Funds with respect to any future expenses of a similar nature.

Due to the fact that the Adviser manages investments on behalf of a number of the Funds, certain
expenses may be shared by more than one Fund. The Adviser has adopted the below policies and
procedures for the allocation of such fees and expenses among the Funds, although such policies
and procedures may change from time to time and may differ materially from those described
below.

Any expenses shared by one or more of the Funds, will generally be allocated in a manner that is
fair and equitable taking into consideration all relevant factors, including, without limitation, the
relevant benefit to each Fund derived from such expenses.

With respect to expenses attributable to one or more of the Funds, and the Adviser, the Adviser
seeks to allocate such expenses fairly, taking into consideration (i) the extent of each such party’s
utilization of the services associated with the expense, (ii) the relative benefit to each such party
that is derived from the expense, and (iii) the association of the expense with a legal, contractual
or other obligation of one or more of such parties.

D.     Prepayment of Fees

Please see responses to Item 5A. above.

E.     Additional Compensation and Conflicts of Interest

Neither the Adviser nor any of its supervised persons accept compensation for the sale of securities
or other investment products.

TYPES OF CLIENTS

The Adviser’s clients consist of the Funds. Each of the Funds has specific investment guidelines.
Each underlying investor in a Fund must be an “accredited investor” as defined in Regulation D
under the Securities Act of 1933, as amended. Except for additional Funds which may be formed
from time to time, at this time, the Adviser does not anticipate providing investment advisory
services to any other clients, although the Adviser may do so in the future.