CVC Advisors US Inc

5. Fees and Compensation

Adviser Compensation – CVC Capital Funds

Under the Sub-Advisory Agreement, CVC Advisers Luxembourg pays to CVC U.S. a fee equal to (i)
its pre-tax cost base plus (ii) a margin of 10% plus (iii) an incremental fee in accordance with the Sub-
Advisory Agreement. “Pre-tax cost base” means costs before deduction of certain taxes incurred by
CVC U.S. in the provision of its advisory services. Where CVC U.S. receives any other income from
any entity other than CVC Advisers Luxembourg in relation to or connected with the provision of
services under the Sub-Advisory Agreement, whether that be, without limitation, any directors fees,
monitoring fees, management fees, break fees, exit fees or other fees, such other income shall be
deducted from the fee payable to CVC US above. This fee is paid quarterly in advance or as otherwise
agreed under the terms of the Sub-Advisory Agreement. The Sub-Advisory Agreement provides that
upon termination of the Sub-Advisory Agreement, CVC U.S. shall be entitled to receive all fees and
other monies accrued due up to the date of such termination.

CVC U.S. fees are not paid directly by the CVC Capital Funds but, rather, are paid to CVC U.S. by CVC
Advisers Luxembourg. CVC Advisers Luxembourg benefits from the management fee paid by the CVC
Capital Funds. Expenses for which CVC U.S. is reimbursed by CVC Advisers Luxembourg include CVC
U.S.’s operating costs and expenses related the acquisition, monitoring, or disposition of CVC Capital
Fund investments. The relevant CVC Capital Fund will ultimately reimburse CVC Advisers Luxembourg
for the portion of costs and expenses reimbursed by CVC Advisers Luxembourg to CVC U.S. that would
be considered partnership expenses, as provided in the respective CVC Capital Funds’ governing
documents and as described in detail below. Expenses borne by CVC are limited to those items
specifically enumerated in the partnership agreements (such as rent for office space, office furniture
and salaries of its employees) of the relevant CVC Capital Fund, and all other costs and expenses in
operating a Fund are borne by the investors. The amount of fees and expenses borne by the investors
in a Fund can be substantial and reduce the actual returns realized by investors on their investment in
a CVC Capital Fund (and reduce the amount of capital available to be deployed by such Fund in
investments).

Adviser Compensation – CVC U.S. Funds

In consideration for its services, CVC U.S. or its designated affiliate is entitled to payment of a
management fee (the “Management Fee”) payable by each CVC U.S. Fund directly or indirectly
through an intermediate entity (intermediate entities used to acquire, hold or dispose of any investment
asset or otherwise facilitate the CVC U.S. Funds’ investment activities) (i) with respect to Class S Units
(“Class S Units”), Class D Units (“Class D Units”), Class I (“Class I Units” and together with the Class
S Units and Class D Units, the “Standard Units”), of 1.25% of the NAV per annum, based on the NAV
of the Units attributable to the Standard Units, (ii) with respect to Class R-S Units (“Class R-S Units”),
Class R-D Units (“Class R-D Units”) and Class R-I (“Class R-I Units” and together with Class R-S
Units and Class R-D Units, the “Anchor Units”), of 1.25% of the NAV per annum, based on the NAV
of the Units attributable to the Anchor Units; provided that, with respect to the Anchor Units, the
Management Fee shall be equal to 1.00% per annum of the month-end NAV attributable to the Anchor
Units from the one-year anniversary of the date on which the Fund accepts third-party investors and
begins investment operations (the “Initial Closing Date”) to the three-year anniversary of the Initial
Closing Date and (iii) with respect to the Class G Units, of 1.00% of the NAV per annum, based on the
NAV of the Units attributable to the Class G Units. Further, CVC U.S. has agreed to waive all of the
Management Fee attributable to it in respect of the Anchor Units and Class G Units until the one-year
anniversary of the Initial Closing Date of CVC U.S. Fund. Class C Units do not pay a Management Fee.

CVC U.S. may in its sole discretion elect to waive all or any portion of the Management Fee attributable
to it with respect to one or more class(es) of units of a CVC U.S. Fund.

                                                                                 Form ADV 2A | Page 6 of 155

CVC U.S. Subscription and Servicing Fees

In respect of each CVC U.S. Fund, certain distributors or other financial intermediaries through which
an investor acquires an interest in such vehicle may charge such investor upfront selling commissions,
placement fees, subscription fees, administrative fees or similar fees (“Subscription and Servicing
Fees”). In certain circumstances, the Subscription and Servicing Fees may be paid to CVC U.S. or the
CVC U.S. Funds and reallocated, in whole or in part, to the distributor or other financial intermediary
through which an investor acquires an interest in such vehicle. Further details with respect to
Subscription and Servicing Fees for a specific CVC U.S. Fund are included in such vehicle’s governing
and/or offering documents.

Types of Expenses charged to the Funds

Three general categories of expenses are allocated to and among the Funds. These categories are: (1)
organizational and operating expenses, (2) investment sourcing and diligence expenses and (3) ongoing
expenses of portfolio companies and intermediate holding vehicles (“IHVs”). The offering and governing
documents of each Fund contain greater detail on the type of expenses that can be charged to such
Fund, but a summary of each category is provided below.

CVC has adopted a Global Fees and Expense Policy that generally provides that CVC will seek to
allocate expenses and fees equitably across all relevant Funds in accordance with CVC’s contractual
...

7. Types of Clients

CVC U.S. Funds

CVC U.S. provides investment advisory services, as described above in response to Item 4, to the
CVC U.S. Funds. As previously noted, the CVC U.S. Funds are not registered or required to be
registered under the Investment Company Act, and their securities are not registered or required to be
registered under the Securities Act and will be privately placed to qualified investors in the United
States and elsewhere.

The CVC U.S. Funds have a specified minimum initial investment as set forth in their offering
documentation; such minimums range from $10,000 to $200,000. Details concerning applicable
investor suitability criteria are set forth in the relevant CVC U.S. Fund’s offering documents.

CVC Capital Funds

CVC U.S. indirectly makes investment recommendations in respect of the CVC Capital Funds to CVC
Advisers Jersey. CVC Advisers Luxembourg performs administrative functions, facilitates the collation
of advice from CVC U.S. and forwards these recommendations to CVC Advisers Jersey. CVC Capital
Funds operate as pooled investment vehicles. Investors in the CVC Capital Funds may include, among
others, public pension plans, investment vehicles (e.g., funds of funds), financial institutions, sovereign
wealth funds, private sector pension funds, endowments, foundations, and high net worth individuals.
All investors are required to be “accredited investors” (as defined in Regulation D promulgated under
the Securities Act of 1933) or otherwise be permitted to invest under applicable securities laws.

CVC U.S. does not have a minimum size for a CVC Capital Fund but minimum commitments may be
established for investors in the CVC Capital Funds and will be set forth in the relevant CVC Capital
Fund’s offering documents. The general partner or portfolio manager of each CVC Capital Fund may
in its sole discretion permit the CVC Capital Fund to make investments below the minimum amounts
set forth in the governing documents of such CVC Capital Fund and subject to any applicable regulatory
requirements.

CVC Capital Funding also acts as distributor and/or placement agent for CVC U.S. CVC Capital Funding
receives compensation from CVC U.S. Funds or CVC, as applicable, in connection with such solicitation
activities, but does not presently earn commissions or other transaction-based compensation from third-
parties for such activities.

                                                                                 Form ADV 2A | Page 18 of 155