AKKR Fund II Management Company LP

FEES AND COMPENSATION

        In general, the Advisers receive a Management Fee (as defined below) and a carried interest
in connection with the provision of advisory services to its clients. The Advisers or other AKKR
entities or affiliates receive additional compensation in connection with management and other
services performed for portfolio companies (e.g., monitoring and other fees and compensation paid

to the AKKR Operating Team as described below) of Funds and a portion of such additional
compensation will offset in part the Management Fees otherwise payable to the applicable Adviser
to the extent provided in the applicable Fund Agreement. In addition, in certain circumstances the
Adviser receives compensation for management and other services performed in connection with
co-investments made in portfolio companies of the Funds. Investors in the Funds also bear certain
fund expenses.

       Management Fee

         Each of the Funds, other than the AKKR CVs and the Credit Funds, initially pays AKKR
Mgmt Co a management fee (the “Management Fee”) equal to a specified percentage according
to the respective Fund Agreements on a semi-annual basis of third-party investor capital
commitments (“Commitments”) (subject, in the case of the Strategic Capital Fund, to certain
carveouts specified in its Fund Agreement). Investors participating in a closing after a Fund’s
initial closing date bear the Management Fee from the initial closing date, generally in addition to
an interest component on Management Fees from the date of the initial closing payable to AKKR
Mgmt Co or an affiliate. The Management Fee is generally paid semi-annually, 15 days in arrears
and in advance with respect to the remainder of the period. Following the occurrence of certain
events as specified in the relevant governing agreement of the applicable Fund (each limited
partnership agreement or operating agreement, as applicable, of a Fund, a “Fund Agreement”),
including the end of the applicable investment period (the “Stepdown Date”), the Management
Fee will be reduced in accordance with the terms of such Fund Agreement as described below.
The Management Fee is typically payable until all portfolio investments and other assets have been
distributed, disposed of or liquidated as described in the relevant Fund Agreement. Installments of
the Management Fee payable for any period other than a full Management Fee period are adjusted
on a pro rata basis according to the actual number of days in such period. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with investors.

        The Credit Funds pay AKKR Mgmt Co a Management Fee equal to a specified percentage
according to the Fund Agreements on a quarterly basis of either (i) for Credit Fund I, the gross
asset value of investments (excluding the value of cash and cash equivalents) or (ii) for Credit
Fund II and Credit Fund III, gross invested capital of investments to the extent not disposed of or
permanently written-down (net of write-ups) (such investments, “Credit Invested Capital
Investments”) plus outstanding commitments to fund investments; provided, however, that in
cases of a partial disposition of a non-credit investment in a particular portfolio company of a
Fund, the Management Fee associated with such portfolio company shall not be reduced if the fair
market value of all remaining non-credit investments in such portfolio company exceeds the total
amount of investment contributions (including Fund borrowing) in such portfolio company,
subject to certain other adjustments and modifications as described in the Fund Agreement.

        As is generally the case in private equity funds, the Fund Agreements for the Private Equity
Funds, Growth Capital Funds and Emerging Buyout Funds provide that such Fund’s Management
Fees will be calculated and charged on a basis that generally is not tied to a Fund’s then-current
net asset value.

       With respect to the Private Equity Funds (other than the AKKR CVs), the Growth Capital

Funds and the Emerging Buyout Funds, from the effective date of the relevant Fund until the
Stepdown Date, Management Fees generally will be calculated based on a formula tied to the
amount of the relevant Fund’s aggregate Commitments (as further specified in the Fund
Agreements).

        After the Stepdown Date (and from inception of the AKKR CVs), Management Fees
generally will be charged based on a formula tied to the amount of investment contributions (and,
where applicable, Fund borrowings (including interest expenses) and the amount of any capitalized
Supplemental Fees (as defined below) or expenses) for investments by the relevant Private Equity
Fund, Growth Capital Fund or EBP II to the extent such investments have not been disposed of or,
for Credit Fund II and Credit Fund III, to the extent that such investments have not been
permanently written down plus, for certain Funds, the balance in any escrow account relating to
any disposed investments; provided, however, that (i) for some Funds, in cases where the Fund
has reinvested or rolled-over capital in a portfolio company in connection with a sale transaction,
the applicable investment contributions will be the calculated as the higher of the actual investment
contributions and the fair market value of the roll-over investment at the time of the roll-over
transaction; and (ii) in cases of a partial sale or disposition, reorganization or recapitalization
(including recapitalizations involving dividends) of an investment in a particular portfolio
company of a Fund (“Partially Realized Investments”), the Management Fee associated with
such portfolio company shall not be reduced if the fair market value of all remaining investments
in such portfolio company exceed the total amount of investment contributions (excluding bridge
financings) in such portfolio company. For EBP I, after the Stepdown Date, the Management Fees
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TYPES OF CLIENTS

         The Advisers provide investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to AKKR’s related duties to and practices on behalf of
its clients and/or investors should be construed accordingly. Private Investment Funds are
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The investors participating in Private Investment Funds generally
include individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or
indirectly, principals or other personnel of the Advisers and their affiliates and members of their
families or service providers (including suppliers, vendors, consultants, lenders, law firms
(including Fund or transaction counsel), transaction service providers and their respective
affiliates, personnel and related investment vehicles) (together, “Service Providers”) retained by
the Advisers or a Fund, as well as executives of portfolio companies.

       The Funds may include alternative investment vehicles established in order to permit one
or more investors to participate in one or more particular investment opportunities in a manner
desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally
have limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the Governing
Documents of the related Fund.

        Each Fund generally has a minimum investment of $5 million for third-party investors,
which may be waived by the applicable Adviser. Interests in the Funds are generally offered and
sold to investors that are (i) “accredited investors” as defined under Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”) and (ii) either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act.

        Certain affiliates of AKKR and other third-party investors are expected to be permitted to
co-invest directly in a particular portfolio company or in a holdings company which holds the
equity in the portfolio company directly. The Advisers will select which investors are permitted to
participate in such co-invest opportunities based on various factors, including the sophistication of
the investor, the ability of the investor to fund and complete the investment on a timely basis and
for strategic or other reasons as may be more fully described in the applicable Fund’s Fund
Agreement. The Advisers are not obligated to make co-investment opportunities available to any
particular investor.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        AKKR is a private investment firm focused on investments in mid-market software and
technology enabled services companies believed to benefit from AKKR’s investment
professionals’ expertise and experience. The Advisers’ investment advisory services consist of
identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and achieving dispositions for investments. Investments are
generally made in non-public companies although investments in public companies are permitted.

        The Advisers’ investment strategy for the Private Equity Funds focuses on the acquisition
of controlling interests in lower middle market technology companies with revenues generally
greater than $15 million and enterprise values generally in excess of $50 million and the most
recent Private Equity Fund, Fund VII, focuses on companies with revenues generally greater than
$50 million and enterprise value generally in excess of $100 million. The Advisers seek to invest
in companies that generally possess many or all of the following characteristics: (i) a product or
service that has a high return on investment and/or is highly important for customers; (ii) a stable,
high visibility revenue model (e.g., maintenance fees, subscription fees, transaction fees, and
multi-year contracts); (iii) strong operating and cash flow margins that can result in high operating
leverage; (iv) a capital efficient business model that can deliver above average returns on invested
capital; and (v) vertical market domain expertise that can drive business value for customers and
potentially create a sustainable competitive advantage.

        The Advisers’ investment strategy for the Emerging Buyout Funds focuses on the
acquisition of controlling interests in lower middle market technology companies with annual
revenues generally between $10 million and $40 million and enterprise values generally less than
$100 million. Similar to the Private Equity Funds’ strategy, the Advisers seek to invest in
companies that generally possess many or all of the following characteristics: (i) a product or
service that is mission critical for customers; (ii) a stable, high visibility revenue model (e.g.,
maintenance fees, subscription fees, transaction fees and multi-year contracts); (iii) predictable
operating and cash flow margins; (iv) capital efficiency that can deliver above-average returns on
invested capital; and (v) vertical market domain expertise.

        The Advisers’ investment strategy for the Growth Capital Funds is to fund a diversified
portfolio consisting principally of senior preferred equity, subordinated debt and other investments
in lower middle market software and technology-enabled services companies with revenues
generally greater than $15 million. The investments of the Growth Capital Funds will typically be
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