Cinven Inc

FEES AND COMPENSATION

        In general, the applicable Manager or its affiliate receives a management fee and carried
interest in connection with the provision of advisory services to its clients. The Manager of each
Fund in respect of which the Adviser provides advisory services pays the Adviser an investment
advisory fee as agreed between the parties. Such fee will generally consist of (i) the cost incurred
by the Adviser for its investment advisory services and (ii) an agreed mark up with respect to such
cost. A reduction will generally be made for fees received by or due to the Adviser or its personnel
from any portfolio company.

       Management Fees

        The Funds generally pay to the relevant Manager or an affiliate thereof, as the case may
be, a management fee in accordance with the applicable Partnership Agreement. The management
fee may be reduced or waived for certain limited partners by the relevant Manager or an affiliate
thereof in accordance with the Governing Documents.

        Generally, during the investment period for each Fund, the management fee (or equivalent)
is calculated as a percentage of total commitments to the relevant Fund, and then, from the earlier
of the end of the investment period of such Fund and the date on which a management fee (or
equivalent) becomes payable in respect of a successor fund to such Fund (the “Stepdown Date”)
until the end of the term of the relevant Fund, is calculated as a percentage of unrealized
investments less any investments that have been written off or permanently written down. No
management fee (or equivalent) is payable after the end of the term of the Fund.

        As is generally the case for private equity funds, the amount of management fees owed by
the Funds to the Managers generally will not correspond with fluctuations in the net asset value
of individual investments or of a Fund, including following the relevant investment period, and
will not be reduced in connection with any temporary write downs, except in the case of an
investment that has been permanently written down or written off in accordance with the applicable

Governing Documents (“Impaired Value Investments”). Except where the Governing
Documents expressly provide to the contrary, such management fees will not be reduced (in whole
or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a
dividend recapitalization) or reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions, in each case in circumstances that do not result in the complete
disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s
investment or the Fund’s ownership percentage in such investment has been reduced (including
substantially reduced) as a result of such transaction. The Governing Documents set forth the full
list of terms under which management fees will be reduced, offset or otherwise be limited, and
consequently investors in the Funds should expect to bear the full specified management fee rate
in the Governing Documents until they are reduced in the circumstances and on the date(s)
specified therein.

       Additional Fees and Expenses

         The Manager with respect to each Fund, its affiliates and Cinven personnel are permitted
to charge and receive certain fees in connection with the Funds and their investments, including
completion fees, syndication fees, break-up fees and directors’ and monitoring fees (together,
“Supplemental Fees”). The Governing Documents for the Funds provide that 100% of the portion
of any such fees attributable to the share of an investment retained by the relevant Fund will be
offset against the management fee (net of applicable value-added tax (“VAT”)). Supplemental fees
attributable to the share of an investment retained by other Cinven-managed vehicles, such as co-
investment vehicles established to facilitate the participation by third party investors in co-
investment opportunities alongside a Fund, are permitted to be retained by the relevant Cinven
affiliate or personnel without the application of such an offset. To the extent that Cinven and
certain of its personnel receive fees paid for services provided to the Funds’ portfolio companies
by such Cinven affiliates in the ordinary course of its business separate to the activities of the
relevant Manager in connection with the Funds, then provided that such fees are on terms no more
favourable to Cinven than arm’s length terms, then Cinven will be entitled to retain such fees
without offset against the management fee.

        A Fund will generally pay and bear all expenses related to its operations. The amount of
these partnership expenses may be substantial and will reduce the actual returns realized by
investors on their investment in a Fund (and will reduce the amount of capital available to be
deployed by a Fund in investments). Fund expenses include recurring and regular items, as well
as extraordinary expenses which may be hard to budget or forecast. As a result, the amount of
expenses ultimately borne by a Fund at any one time may exceed expectations. In addition to the
management fee and carried interest, the Funds bear (to the extent not reimbursed by a portfolio
company or other third-party) certain fees and expenses incurred in connection with the operation
and activities of the Funds (as well as, indirectly, certain portfolio company-level fees and
expenses that are not covered by the list of permissible expenses set forth in the Governing
Documents), including but not limited to: (i) certain fundraising costs (that are typically limited
by a capped amount defined in the applicable Partnership Agreement of each Fund); (ii) fees for
professional services, including fees for legal, tax and other consultancy services; (iii) banking
costs, including arrangement fees, commitment fees and transaction costs and typically related to
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TYPES OF CLIENTS

         The Adviser directly or indirectly provides non-discretionary investment advice to its
client, the English Manager, which in turn provides discretionary advice on a direct or indirect
basis to certain Funds (as described below) and non-discretionary advice to certain Managers. The
English Manager also acts as a delegated portfolio manager in respect of certain alternative
investment funds domiciled in Luxembourg and as an adviser to the general partner of an existing

Fund based in the Bailiwick of Guernsey. The Adviser does not have clients to which it provides
discretionary investment advice.

        The Funds generally include investment partnerships or other investment entities formed
under U.S. or non-U.S. laws and operated as exempt investment pools under the Investment
Company Act of 1940, as amended. The investors participating in the 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, Service Providers retained by Cinven or executives of portfolio companies.

        The relevant Manager is permitted to establish and has in relation to some investments
established alternative investment vehicles in order to permit certain investors to participate in one
or more particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. An alternative investment vehicle generally is subject to limitations and procedures set
forth in such vehicle’s organizational documents and the Governing Documents of the Fund to
which the alternative investment vehicle is related.

        The Funds generally have a minimum investment amount for third-party investors, and
Fund interests are offered and sold solely to (i) “qualified investors” under Article 2(e) of the
Prospectus Regulation (EU) 2017/1129 (for United Kingdom (“UK”) investors, such regulation,
as retained by the UK) and (ii) “accredited investors” under the U.S. Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the “U.S. Securities Act”), and
the “qualified purchasers” under the U.S. Investment Company Act of 1940, as amended (for U.S.
investors). The Manager generally is permitted to waive such minimum investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The Adviser provides non-discretionary investment advice to the Managers, directly or
indirectly, with respect to potential investments in the United States for the Funds. The English
Manager provides discretionary advice to certain of the Funds and non-discretionary advice to
certain of the other Managers.

        The investment strategy of each Fund is specified in its Governing Documents. The Funds
generally focus on the acquisition of controlling interests in companies that the Manager believes
are market leading, growth-oriented and cash generative. Cinven’s approach primarily centers on
revenue growth, including through buy and build, internationalization or tech-led innovation
strategies. Cinven has six key areas of sector focus with respect to investments: business services;
consumer; financial services; healthcare; industrials; and technology, media and telecom
(“TMT”).

        Once an investment opportunity has been identified, Cinven seeks to implement an
effective investment strategy to improve the performance of the acquired company, including by
developing value creation plans and seeking to strategically reposition the company.

        There can be no assurance that Cinven will achieve the investment objectives of any Fund
and a loss of investment is possible.

Risks of Investment

       The Adviser does not have investment discretion with respect to the Funds; however, it
does provide investment recommendations to certain of the Managers, directly or indirectly, in
accordance with the relevant Funds’ Governing Documents and subject to the terms of the relevant
Advisory Agreement with the Manager. The English Manager provides discretionary advice to the
Funds and non-discretionary advice to certain of the Managers in accordance with the relevant
Governing Documents and subject to the terms of the relevant Advisory Agreement with the
relevant Manager.

        An investment in the Funds entails a high degree of risk and, therefore, should be
undertaken only by investors capable of evaluating and bearing certain risks, including the
possibility of partial or total loss of capital. The key risks and conflicts of interest involved with
the Funds’ investment strategy include, but are not limited to, the risks set forth below. Investors
are urged to review carefully the risk factors set forth in the Funds’ Governing Documents, which
include a more complete description of risk factors and conflicts associated with an investment in
such Funds.

        Concentration of Investments and Sector Risk. Each Fund will participate in a limited
number of investments (and may seek to make several investments in a limited number of
industries or industry segments). In particular, while Cinven will seek to identify appropriate
investment opportunities across each of its areas of sector focus (healthcare; financial services;
TMT; consumer; business services; and industrials), there can be no guarantees that suitable
investment opportunities will arise across all such sectors and accordingly investments by a Fund
may be concentrated in certain sectors and not others. As a result, a Fund’s investment portfolio
could become highly concentrated and the performance of a few investments has the potential to
substantially affect a Fund’s aggregate return. In addition, a concentration of investments in one
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