Compass Group Management LLC

FEES AND COMPENSATION

Management Fee

As an investment adviser to the Funds, and as further described in each Fund’s Offering
Documents, Compass will be entitled to receive an annual management fee (the “Management
Fee”) from the Funds, calculated and payable quarterly in advance. Until the earlier of the end of
the Investment Period (which will generally be five years from the date of the initial closing of each
Fund) or the date on which Compass becomes entitled to a management fee from a successor
fund (the “Stepdown Date”), the Management Fee for each Limited Partner will generally equal
2% of such Limited Partner’s commitment. Subsequent to that date, the Management Fee for each

Limited Partner will generally equal 2% of such Limited Partner’s Capital Contributions with
respect to investments that have not been disposed of or permanently written off. The amount
of Management Fees generally will not correspond with fluctuations in the net asset value of
individual investments, aggregate investments in a portfolio company or of a Fund, including
following the Stepdown Date, and will not be reduced in connection with any write-downs, except
in the case of investments that have been permanently and completely written-off.

Permanent write-off determinations are made at the discretion of the valuation committee in
accordance with the relevant Offering Documents and the Firm’s valuation policy. In most
circumstances, the step-down Management Fee base will include capitalized transaction-specific
fees and expenses of unrealized investments, including transaction fees charged by Compass in
connection with the investment, which poses a conflict of interest in that the inclusion of such
fees and expenses results in a higher Management Fee than if such transaction fees and expenses
were not capitalized into the asset base.

Compass is permitted, at any time and in its sole and absolute discretion, to defer all or any
portion of the aggregate Management Fee payable by a Fund, and may defer, waive, reduce
or calculate differently all or any portion of the Management Fee with respect to any Limited
Partner. Affiliates of Compass that are also a Limited Partner, including but not limited to,
principals, members, employees, Compass Guides and/or other Operating Professionals and their
family members, will not pay any Management Fee (however these Limited Partners will bear their
pro rata share of certain Fund expenses). Similarly, Limited Partners in Co-Investment Funds
generally pay no Management Fees on the co-investment portion of their investment.

As per the provisions of the Offering Documents, Compass is permitted to waive, defer, or reduce
all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any
obligation of a General Partner and certain employees to invest in and alongside such Fund.
Certain waived portions of the Management Fee are treated by the Operating Documents as
deemed capital contributions by the relevant General Partner, which is effectively invested in the
relevant Fund on the General Partner’s behalf and operates to reduce the amount of capital the
applicable General Partner would otherwise be required to contribute to the Fund. Limited
Partner capital contributions are generally accelerated due to waived, deferred, or reduced
Management Fees and/or the timing of receipt of fees subject to offsets, and Fund Limited Partners
could thus receive less than the full benefit of such reductions or offsets (e.g., during periods when
Compass no longer receives Management Fees and receives compensation that would otherwise
be subject to offset, Compass, depending on certain elections that may be made by Limited
Partners, may be entitled to retain such compensation without remitting any such amounts to the
applicable Fund or its investments).

The Management Fee can be paid from drawdowns of capital commitments, from borrowings
incurred by a Fund, or from proceeds that would otherwise have been distributable by, or other
available assets of, a Fund. All Management Fees were negotiated with Investors during the
fundraising period of the applicable Fund and are not subject to negotiation thereafter. Generally,
Investors participating in a subsequent closing after the initial closing of a Fund are responsible for
paying the Management Fee as of the date of the initial closing of such Fund, plus interest, as

applicable. In addition, Management Fees are payable during term extensions unless otherwise
notified to Investors.

Management Fees will be reduced by, as applicable, (i) the amount of fees paid by a Fund to entities
or persons acting as a placement agent in connection with the offer and sale of interests in such
Fund, (ii) costs incurred by Compass in connection with the organization of a Fund that exceeds
a limit as specified in the Offering Documents of each Fund and (iii) if applicable, certain
supplemental fees and compensation with respect to portfolio companies, including transaction,
breakup, monitoring, directors, consulting or similar fees provided by Compass in connection with
the activities of a Fund and/or any existing or proposed portfolio company during the period of
time for which a Fund is paying a Management Fee (“Offset Fees”). If any, the amount of such
Offset Fees attributable to Limited Partners will be applied to reduce the Management Fee for the
following quarterly period (net of any unrecouped expenses which Compass or a General Partner
has elected to pay on behalf of the Funds), provided, that Offset Fees shall not encompass any
fees or other compensation paid (whether in cash or in-kind) or received by a General Partner,
the Manager, any Compass Guide or other Operating Professional (i) as reimbursement for
expenses directly related to a portfolio company, including reimbursements for any Compass
employee who is seconded to a portfolio company, (ii) as profits interests paid to a Compass
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TYPES OF CLIENTS

Compass provides discretionary investment advisory services to the Funds, and not individually
to the Limited Partners in the Funds.

The Funds limit their Limited Partners to (i) “accredited investors”, as defined in the Securities
Act of 1933 and (ii) either a “qualified purchaser”, as defined in the Investment Company Act, or
a “knowledgeable employee”, as defined under Rule 3c-5 of the Investment Company Act. Limited
Partners in the Funds must also meet certain other suitability qualifications prior to making an
investment in a Fund. Each Fund’s minimum capital commitment is detailed in the relevant Fund’s
Offering Documents. The minimum capital commitment is permitted to be waived by Compass in
its sole discretion.

On occasion, Compass offers co-investment opportunities for certain investors to invest alongside
a Fund in certain Fund portfolio companies. As referenced in Item 4 above, co-investments have
been structured either as (i) a separate Co-Investment Fund or (ii) a direct investment by certain
investors into a portfolio company or its holding or operating company. When structured as a
Co-Investment Fund, Compass considers the investment to be a Fund client, identifies the Fund
in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Co-Investment Fund,
reserves the option to assess a Management Fee and Carried Interest on such Fund and includes
the amount of assets of such Co-Investment Fund in the Firm’s regulatory assets under
management.

Opportunities to participate in co-investment transactions arise when Compass has the
opportunity for an investment in an existing or prospective portfolio company and Compass
determines that (i) an investment requires additional capital, (ii) all or a portion of the applicable
opportunity is not required to be offered to a Fund, (iii) the full investment opportunity is not
appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s Offering
Documents or otherwise or (iv) Compass believes the Fund will benefit from the participation of
the co-investor(s). Such determinations are based on the provisions of the applicable Offering

Documents, side letter agreements, agreements with lenders and such other factors as Compass
will consider in its sole discretion, including those specified in its policies on investment allocation
and co-investments. Subject to any restrictions contained in the Offering Documents of the
relevant Fund or any side letter or other terms negotiated with respect to such Fund, in general
no investor has a right to participate in any co-investment opportunity. Compass’ exercise of
discretion in allocating co-investment opportunities will not always result in proportional
allocations among co-investors and such allocations can be more or less advantageous to some
co-investors relative to other co-investors. When co-investment opportunities are permitted, it
is possible that the size of the investment opportunity otherwise available to the Fund will be less
than it would otherwise have been without the inclusion of such co-investors.

Compass will select the investors that are permitted to co-invest in a particular portfolio company
in its sole discretion based on various factors, including those detailed in its Offering Documents
and as outlined in its internal policies and procedures. While one or more Investors in the Funds
are on occasion invited to co-invest in a Fund’s portfolio companies, Compass is authorized in its
sole discretion to offer any or all of a co-investment opportunity to investors that are not Limited
Partners in the Funds. Co-investment opportunities are made available to select Fund Investors
and third parties, including, without limitation, management or founders of the applicable portfolio
company, co-sponsors, strategic investors, lenders, investment bankers, deal sources (including
finders and consultants), other sponsors (including other private equity or venture capital firms),
service providers, Operating Professionals, sector experts, strategic advisors, other persons or
entities affiliated, associated or otherwise known to Compass or its personnel. Certain service
providers, including lenders and individuals who source transactions, have in the past and are
expected in the future to negotiate co-investment rights or co-investment priority rights as a
component of their compensation in connection with the services provided. In certain cases,
determinations to allocate such amounts of investment opportunities to vendors or service
providers will be made prior to the determination of the availability of opportunity for other co-
investors, and as such generally will decrease the amount of co-investment opportunities available.

Compass can cause some co-investors in a Co-Investment Fund to bear a Management Fee,
Carried Interest or other fees while not imposing a Management Fee, Carried Interest or other
fees (or imposing different fees) on other co-investors. In certain cases, co-investment
opportunities can include opportunities to invest in Fund portfolio companies at a time when
there is not a corresponding Fund investment or on different terms than a Fund investment. Some
co-investors can be provided with a board seat or observer rights at a Compass portfolio
company. Such positions provide such persons with voting rights, access to information and
potentially the ability to influence the operations and decision-making of the portfolio company
that are not necessarily available to other investors.

Although co-investments typically involve investment and disposal of interests in the applicable
portfolio company at substantially the same time and on substantially the same terms as the Fund
making the investment, co-investors are generally subject to different economic terms than the
Fund. Further, from time to time, for strategic and other reasons, a co-investor or Co-Investment
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