Vine Investment Advisors LP

Item 5: Fees and Compensation
Vine and/or its affiliates receive management fees based on a percentage of assets under
management and “carried interest” allocations when a Fund realizes a profit upon the disposition
of Fund investments. The fees and compensation paid to Vine are described in each Fund’s
agreement of limited partnership (each a “Partnership Agreement”). All investors in the Funds are
“qualified purchasers,” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended (the “1940 Act”).

Vine generally deducts management fees directly from Fund accounts quarterly in advance. VAI
III and VAI IV, all affiliates of Vine, generally are allocated performance-based fees from Funds
either monthly or quarterly, as prescribed by each Fund’s Partnership Agreement or Investment
Management Agreement (defined herein), as applicable. Performance-based fees are not paid to
Vine affiliates until the Fund and investors therein have received their aggregate capital
contributions plus a minimum performance return (the “preferred return”). VAI III and VAI IV are
required to invest in the Funds and do so without being charged management fees or performance-
based fees.

Description of Vine Fees and Compensation:

The fees and expenses applicable to each Fund are set forth in each Fund’s respective Partnership
Agreements or Investment Management Agreements and are generally dependent upon the scope

of advisory services rendered. Generally, Vine accepts a fee based on a percentage of assets under
management and performance-based fees. Vine has the sole discretion to amend such investor or
Fund fee and compensation arrangements. Vine has accepted side letter agreements from larger
and strategic investors that amend certain terms including, but not limited to, fees and carried
interest.

As all of the investors in our Funds are “qualified purchasers”, as defined in Section 2(a)(51)(A)
of the 1940 Act, Vine is not required to provide a detailed fee schedule herein.

Funds generally bear their own expenses including: the fees payable to Vine, legal, audit,
accounting, tax and investment consulting expenses (including third party valuation services);
organizational expenses; insurance (including directors and officers and errors and omissions
liability insurance); investment expenses such as investment due diligence fees (including meals
and travel); interest on indebtedness; custodial fees; administrator fees and expenses; and any other
expenses reasonably related to the purchase, monitoring or sale of Fund assets. In some instances,
expenses are allocated between multiple Funds, in accordance with each Fund’s respective
Partnership Agreements or Investment Management Agreements. Allocations of expenses between
multiple Funds are determined by Vine and based on the facts and circumstances of such expenses.
For the avoidance of doubt, Vine bears the cost of providing services to the Funds, including non-
research related computer hardware and software expenses, as well as ordinary overhead expenses,
including rent, furniture, fixtures, equipment, office supplies, clerical expenses, and all salaries,
bonuses and benefits paid to, or on behalf of, employees of Vine.

From time to time, Vine recommends the Funds engage third parties, including affiliated third
parties, for the provision of certain services. Any affiliate-provided services will be provided at
reasonable rates which the Firm believes, based on its market experience, are no less favorable than
would customarily be charged by a non-affiliated third-party. The Firm, if deemed in the best
interest of the Funds in good faith, will engage third parties to provide any services in lieu of having
such services provided by an affiliate of Vine. Such costs and expenses shall be Fund expenses to
the extent set forth in the Fund’s Partnership Agreements.

The Funds will incur brokerage and other transaction costs to the extent that a Fund may hold
publicly-traded securities. Funds will pay such brokerage costs. See Item 12 – Brokerage Practices
for a detailed discussion of Vine’s brokerage practices.

Management Fees to Vine are generally paid quarterly in advance on the first day of each quarter.
In the event that a Management Fee is paid for a period other than a three-month quarterly period,
the Management Fee is adjusted on a pro rata basis according to the actual number of days in such
period. Any such overpayments will be refunded to such Funds. Voluntary withdrawal by a limited
partner (investor) from any Fund prior to the termination of the Fund is not permitted.

Item 7: Types of Clients
Vine currently provides investment advice to the Funds, which are private fund investment vehicles
that are exempt from registration under the 1940 Act. Investors in the Funds are generally
institutional investors or individual investors that are “qualified purchasers” (as defined in the 1940
Act).

The minimum opening investments in the Funds are generally $5,000,000 for both qualified
individual investors and qualified institutional investors. In its sole discretion, Vine has made and,
in the future, may make exceptions to these minimums.