Walnut Private Equity Partners LLC

Item 5 – Fees and Compensation

In addition to the information provided in Item 4 – Advisory Business, this section provides additional
details regarding my firm’s services along with descriptions of each service’s fees and compensation
arrangements. It should be noted that lower fees for comparable service may be available from other
sources. The exact fees and other terms will be outlined in the agreement between you and Walnut
Private Equity Partners.

Asset Management Services

If asset management services are commenced in the middle of the billing period, then the prorated fee for
that billing period will be billed in arrears at the end of that billing period.

The asset management services continue until terminated by either party (i.e., Walnut Private Equity
Partners or you) by giving thirty (30) days written notice to the other party. When fees are billed in
arrears, Walnut Private Equity Partners will prorate the final fee payment based on the number of days
services are provided during the final period. The amount of client assets on the termination date will be
used to determine the final fee payment.

Fees charged for my asset management services are negotiable based on the total amount of assets
under management for the client.

There is a minimum account size of $1,000,000. Walnut Private Equity Partners has a minimum annual
fee of $7,000.

Walnut Private Equity Partners believes that its annual fee is reasonable in relation to: (1) services
provided and (2) the fees charged by other investment advisers offering similar services/programs.
However, my annual investment advisory fee may be higher than that charged by other investment
advisers offering similar services/programs. In addition to my compensation, you may also incur charges
imposed at the mutual fund level (e.g., advisory fees and other fund expenses).

Walnut Private Equity Partners, LLC              Page 6            Form ADV Part 2A Disclosure Brochure

You will pay my firm upon receipt of a billing notice sent directly to you. The billing notice will detail the
formula used to calculate the fee, the assets under management and the time period covered. Fees for
my services will be due immediately upon receipt of the billing notice.

Brokerage commissions and/or transaction ticket fees charged by the qualified custodian are billed
directly to you by the qualified custodian. Walnut Private Equity Partners does not receive any portion of
such commissions or fees from you or the qualified custodian. In addition, you can incur certain charges
imposed by third parties other than Walnut Private Equity Partners in connection with investments made
through your account including, but not limited to, mutual fund sales loads, 12(b)-1 fees and surrender
charges, variable annuity fees and surrender charges, IRA and qualified retirement plan fees, and
charges imposed by the qualified custodian(s) of your account. Management fees charged by Walnut
Private Equity Partners are separate and distinct from the fees and expenses charged by investment
company securities that may be recommended to you. A description of these fees and expenses are
available in each investment company security’s prospectus.

Consulting Services

Fees charged for my consulting services are negotiable based upon the amount of time involved and the
level of expertise required. The following are the fee arrangements available for consulting services
offered by Walnut Private Equity Partners.

                                       Fees for Consulting Services

Walnut Private Equity Partners provides consulting services under an hourly fee arrangement. An hourly
fee of $250 per hour is charged by Walnut Private Equity Partners for consulting services. When
consulting services are provided on an hourly basis, the total amount of fees will vary depending upon the
circumstances. As a result, there is a wide range in the amount of the fees that you incur. The minimum
fee to complete the consulting services will be $250, and the maximum fee to complete the consulting
services will be generally no more than $40,000. The standard billing dates and events of Walnut
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Private Equity Partners are the following: (1) the 15 calendar day of each month; (2) the date or
thereafter that Walnut Private Equity Partners substantially provides the services; and (3) the date the
engagement is terminated by either Client or Walnut Private Equity Partners. Upon presentment of the
invoice to Client, Walnut Private Equity Partners will deduct the hourly fees due Walnut Private Equity
Partners against Client’s current retainer balance and Client will immediately pay Walnut Private Equity
Partners any outstanding balance of hourly fees due. Client agrees to notify Walnut Private Equity
Partners within ten (10) days of receipt of an invoice if Client disputes any billing entry.

 Walnut Private Equity Partners also provides consulting services under a fixed fee arrangement. A
mutually agreed upon fixed fee is charged for consulting services under this arrangement. There is a
range in the amount of the fixed fee charged by Walnut Private Equity Partners for consulting services.
The minimum fixed fee for consulting services will be $2,500, and maximum fixed fee for consulting
services will be generally no more than $40,000. The amount of the fixed fee for your engagement is
specified in your consulting agreement with Walnut Private Equity Partners. The fixed fee will be
considered earned by Walnut Private Equity Partners and immediately due from Client upon completion
of the consulting services.

The one-time consulting services will terminate upon completion of the consultation or either party
providing the other party with written notice. The “as-needed” consulting services will terminate upon
either you or Walnut Private Equity Partners providing notice of termination to the other party.
...

Item 7 – Types of Clients

Walnut Private Equity Partners generally provides investment advice to the following types of clients:

    •   High net worth individuals

You are required to execute a written agreement with Walnut Private Equity Partners specifying the
particular advisory services in order to establish a client arrangement with Walnut Private Equity Partners.

Minimum Investment Amounts Required

Walnut Private Equity Partners require a minimum of $1,000,000 in order to open an account. To reach
this account minimum, clients can aggregate all household accounts. Exceptions may be granted to this
minimum only for to accredited investors who we have known for years.

The minimum hourly fee generally charged for consulting services is $250. The minimum fixed fee
generally charged for consulting services is $2,500.

Walnut Private Equity Partners, LLC               Page 8            Form ADV Part 2A Disclosure Brochure