Walnut Grove Capital Partners LP

FEES AND COMPENSATION

FEES

Compensation for investment management services provided by Walnut Grove and its affiliates for its
Funds is generally comprised of (i) a fixed annual asset-based management fee (the “Management Fee”),
and (ii) performance or incentive-based compensation (the “Performance Fee”). The specific manner and
amounts in which Walnut Grove and its affiliates charge fees to the relevant Fund is established and
described in greater detail in the Governing Documents of such Fund.

The Adviser and its affiliates can waive the Management Fee, in their sole discretion, with respect to
certain Funds/investors. In addition, Walnut Grove and/or its affiliates has entered into side letter
arrangements with certain investors of the Funds, in which Walnut Grove and/or its affiliates have granted
such investors with preferential terms, which may include fee reductions or waivers.

EXPENSES

Expenses paid by the Funds are set forth in detail in the Governing Documents of the relevant Fund. As a
general matter and in addition to the Management Fee, a Fund will pay or reimburse the Adviser or its
affiliates for all other fees, costs, expenses, liabilities and obligations relating to each Funds’ activities,
business or actual or potential investments, all as more fully described in the Governing Documents. Such
expenses include, e.g., organizational, investment-related expenses, including, legal expenses, internal
and external accounting, research fees and expenses, consulting fees (both related and unrelated to
research), audit and tax preparation expenses, any taxes, filing fees, insurance costs, administrator and
custody fees and expenses, brokerage commissions, borrowing charges (including interest on
borrowings), travel, and the purchase, sale or transmittal of assets.

The Funds either directly pay for ongoing expenses incurred in connection with the vehicle and its
respective proportionate shares of the ongoing expenses incurred in connection with its investment or
reimburse Walnut Grove (or an affiliate) for the incurrence of these expenses on its behalf.

The specific manner in which Walnut Grove and its affiliates calculate and charge fees and expenses to its
Funds is established and described in greater detail in the Governing Documents of the relevant Fund. The
Governing Documents also contain detailed information about other fees that are applied to reduce the
management fees payable by a Fund. Investors should refer to these Governing Documents for a
complete understanding of how Walnut Grove and its affiliates are compensated for its advisory services.
The information contained herein is a summary only and is qualified in its entirety by such documents.

From time to time, Walnut Grove will be required to decide whether certain fees, costs and expenses
should be borne by Funds on the one hand, or Walnut Grove on the other hand, and/or whether certain
fees, costs and expenses should be allocated between or among Funds. Walnut Grove allocates expenses
in accordance with its expense allocation policies and procedures. Certain expenses are the obligation of
one particular Fund and are borne by such Fund. Conversely, certain expenses relate to more than one
Fund and in such instances are allocated among such Funds. In exercising its discretion to allocate
investment opportunities and fees and expenses, Walnut Grove is faced with a variety of potential
conflicts of interest. Such allocation determinations are inherently subjective and give rise to conflicts of
interest due to the inherent biases in the process. Walnut Grove will make corrective allocations and take
mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable to
ensure allocations are equitable on an overall basis in its good faith judgment. Notwithstanding the
foregoing, the portion of an expense allocated to a Fund or an investor in a Fund for a particular service
may not reflect the relative benefit derived by such Fund or investor from that service in any particular
instance and a Fund (and investors therein) will bear more or less of a particular expense based on the
methodology used.

Walnut Grove, its affiliates and other third-parties collect or receive directly or indirectly from the
portfolio companies fees such as break-up fees, transaction fees, commitment fees, management fees,
monitoring fees, directors’ fees, options and similar fees, payments or compensation. The consulting fees
received from the portfolio companies are not required to be applied to reduce the management fees
payable by the Funds.

Walnut Grove’s affiliates have entered into agreements with certain investors (collectively “Founding
Partners”) whereby in exchange for contributing the initial funding for a Fund, the Founding Partners are
entitled to receive an ownership interest in an affiliate which receives the Performance Fee. No Founding
Partner is a sponsor or promoter of the Fund, and other than providing the initial funding and providing a
representative for the advisory board, no Founding Partner owes any obligation to the Fund or has duties
to other investors.

Please also see Item 12 for additional information relating to Walnut Grove’s brokerage practices.

ITEM 7
                                             TYPES OF FUNDS

The Adviser currently provides discretionary investment advisory services to the Funds and Co-Investment
Vehicles. Investors in the Funds include high net worth individuals, family offices, corporations, business
entities, fund of funds, affiliates of Walnut Grove and employees of Walnut Grove. Each investor in the
Fund must meet the eligibility provisions as outlined in the respective Fund’s Governing Documents
which may be waived in the discretion of the Adviser. Investments in the Funds generally requires a
minimum investment of $250,000, although Walnut Grove may accept lesser amounts in its discretion.

Walnut Grove may provide similar or different advisory services to additional types of Funds in the future,
including, without limitation, other private funds and other types of Funds.