Walk-On Capital LLC

Item 5 Fees and Compensation

       The specific manner in which the Firm charges fees is described in each Fund’s Governing
       Documents. All investors should review the Governing Documents of the Fund in conjunction with
       this Brochure for complete information on the fees and compensation payable with respect to
       the Fund. In exchange for the investment advisory services provided to the Funds, the Firm
       receives a management fee (the “Management Fee”), payable in advance in United States Dollars
       on a quarterly basis.

       Management Fee

       Commencing on the effective date and during the investment period, the relevant Fund will pay
       the General Partner an annual Management Fee, calculated quarterly, equal to 2% of aggregate
       commitments held by partners not designated as “affiliated partners” by the General Partner.
       Commencing after the expiration of the investment period or earlier upon the occurrence of
       certain events as set forth in the relevant Fund’s Governing Documents, the Management Fee will
       be reduced. The General Partner may elect to waive a portion of the Management Fee in exchange
       for a reduction in the General Partner’s cash capital contribution obligation and/or a
       corresponding interest in Fund profits.

       Investors in the Funds should review the relevant Fund’s Governing Documents carefully for a full
       description of the fee revenues and other compensation that Walk-On will receive from the
       Funds.

       Expenses

       The Governing Documents of each Fund provide that the Management Fee will be reduced by an
       amount equal to 80% of transaction fees attributable to partners not designated as “affiliated
       partners” by the General Partner. “Transaction Fees” include: (i) directors’ fees, financial
       consulting fees or advisory fees paid to the General Partner with respect to any Fund investment;
       (ii) transaction fees paid to the General Partner with respect to any Fund investment; and (iii)
       break-up fees with respect to Fund transactions not completed that are paid to the General
       Partner, in each case net of certain expenses (including those described below) as set forth in the
       Governing Documents; but not including, in any event, any amount received by the General
       Partner or other person from a portfolio company (A) as reimbursement for expenses directly
       related to such portfolio company, (B) as payment for services provided to any portfolio company
       in the ordinary course of such portfolio company’s business or (C) as compensation for services
       provided by the General Partner or other person as an employee of or in a similar capacity for
       such portfolio company.

       Various costs and expenses will reduce transaction fees (and therefore such amounts will not
       reduce the Management Fee), including out-of-pocket costs and expenses (including travel
       expenses) incurred by the General Partner in connection with any consummated or
       unconsummated transaction or in connection with generating any such transaction fees.

       The relevant Fund will reimburse the General Partner for the Fund’s and its affiliated entities’
       organizational and startup expenses (as further set forth in the Governing Documents), including
       travel (including air travel (including, where appropriate as determined by the General Partner,
       the cost of using or chartering private aircraft or other private air travel (including the use of

private aircraft owned by the Firm, any of its affiliates or any of their respective owners, members,
managers, shareholders, partners, directors, officers, employees, agents, advisors, assigns,
representatives or affiliates) at a cost not in excess of the equivalent first class commercial
airfare)), car or ride sharing services, other modes of transportation, meals and lodging), mailing,
courier, printing, legal, capital raising, accounting, regulatory compliance, compliance with anti-
money laundering and “know your customer” laws, policies and procedures (including the use of
any third-party administrator for such purposes) and any administrative or other filings) incurred
in connection with the structuring, organization, negotiating, funding and start-up of the Fund,
the General Partner, the Parallel Fund, the Parallel Fund General Partner and any affiliated
management company, including the preparation of, and negotiations with respect to, the PPM
and any supplements thereto, investor presentations and other marketing materials (including
due diligence questionnaires), the Governing Documents, the Parallel Fund Agreement,
Subscription Agreements, any side letters or similar agreements (including any costs or expenses
incurred in connection with compliance with any “most favored nations” election process),
agreements with placement agents and any other similar agreements, and out-of-pocket costs
and expenses incurred by placement agents, finders or other Persons performing similar services
in connection with the foregoing, but not including any placement fees and any excluded
regulatory expenses. The General Partner will bear the cost (through an offset against the
Management Fee or otherwise) of all such organizational expenses in excess of $1,000,000, if any,
and of any placement fees (but not expenses) payable to any placement agent in connection with
the formation of the Fund.

In addition to the Management Fee, the relevant Fund will pay, or reimburse the General Partner
for, all other fees, costs, expenses, liabilities and obligations (referred to collectively in this
paragraph as “costs”) relating to the Fund and/or its activities, business, portfolio companies or
actual or potential investments (to the extent not borne or reimbursed by a portfolio company or
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