JLL Partners LLC

Item 5. Fees and Compensation

JLL and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management services performed for the portfolio companies of
the Funds and reimbursements from portfolio companies for certain expenses advanced on their
behalf. The Funds are also responsible for bearing certain expenses as detailed below and in each
Fund’s Governing Documents. Differences exist from Fund to Fund, and certain Funds do not
charge certain fees, compensation or expenses that other Funds charge or charge them in different
amounts. The following is a general description of fees, compensation and expenses of the Funds.
Limited partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how JLL is compensated for its advisory services; the information contained
herein is a summary only and is qualified in its entirety by such documents.

Management Fees

As compensation for investment advisory services rendered to the Funds, the Firm receives from
each Fund an annual management fee (“Management Fee”) payable quarterly in advance.
Management fees that are paid during the commitment period of such Funds generally are based
on aggregate capital commitments of the limited partners and are then asset-based or a combination
of asset-based and reserved capital thereafter.

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 be reduced in connection with any write-downs
below cost, including in the case of investments that have been permanently written off.
Permanent write-down determinations are made in the discretion of the valuation committee in
accordance with the relevant Governing Documents and the Firm’s valuation policy. In most
circumstances, the post step-down Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including transaction fees charged by JLL
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.

Management Fees are paid by the Funds on behalf of the limited partners by (i) requiring limited
partners to make capital contributions in respect of such fees, or (ii) withholding the amount of
such fees from investment proceeds that would otherwise be distributable to the limited partners
of such Fund. In the event that a Fund terminates its advisory contract with JLL in accordance
with such Fund’s Governing Documents, any pre-paid Management Fees will generally be
prorated for the period during which the Firm has served as investment adviser to such Fund and
a refund will be issued for any remaining days in such period.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of
the Management Fee. Management Fees can differ from one Fund to another as well as among
limited partners in the same Fund. Such differences can arise from the size of a limited partner’s
commitment to a Fund, provisions of side letter agreements or other negotiated terms.
Management Fees are generally waived for JLL employees investing in a Fund (either as direct
limited partners or through a General Partner), affiliates, Strategic Advisors and Operations Group
members and their respective families investing in a Fund (although in each case, these limited
partners generally pay their pro rata share of certain Fund expenses). Similarly, limited partners
in a Co-Investment Fund generally pay a reduced Management Fee or none at all on the co-
investment portion of their investment (although such co-investors generally pay Management
Fees on the main Fund portion of their investment, if applicable, and pay their pro rata share of
certain expenses as described more fully below).

As per the provisions of the Governing Documents, JLL 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 Governing 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 JLL no
longer receives Management Fees and receives compensation that would otherwise be subject to
offset, JLL, depending on certain elections made by Fund limited partners, can be entitled to retain
such compensation without remitting any such amounts to the applicable Fund or its investments).

Management Fees will generally 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 JLL and paid by a Fund in connection with the
organization of such Fund that exceed a limit as specified in such Fund’s Governing Documents;
(iii) certain supplemental fees and compensation with respect to portfolio companies, including (a)
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Item 7. Types of Clients

The Firm provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds, subject to the direction and control of the General Partner of the applicable
Fund, and not individually to the limited partners of such Fund.

Investors in Funds include high net worth individuals, banks, pension and profit-sharing plans,
sovereign wealth funds, trusts, estates, charitable organizations, university endowments,
corporations, limited partnerships and limited liability companies or other business entities.

Investments in the Funds are subject to applicable eligibility requirements as set forth in the
Confidential Private Placement Memorandum. Each investor in a Fund must be an “accredited
investor” as defined in Regulation D under Securities Act and a “qualified purchaser” as defined
in the 1940 Act.

JLL 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 investment or its holding or operating company. When structured as a Co-Investment
Fund, JLL 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 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. In the case of direct co-
investments, JLL does not consider the investment to be a Fund or a client, does not act as the
investment manager to the co-investment portion of the investment, does not charge Management
Fees or Carried Interest to the investment, does not have custody of the investment or include the
amount of assets of the co-investment in the Firm’s regulatory assets under management. In such
direct co-investment opportunities, JLL will perform management, advisory and other services for
the portfolio companies in which these co-investors invest, generally at no cost to such co-investors
except portfolio investment fees and expenses (which such fees and expenses are recorded at the
portfolio investment).

Opportunities to participate in co-investment transactions arise when JLL has the opportunity for
an investment in an existing or prospective portfolio investment and JLL 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 Governing Documents or
otherwise or (iv) JLL believes the Fund will benefit from the participation of the co-investor(s).
Such determinations are based on the provisions of the applicable Governing Documents, side
letter agreements, agreements with lenders and such other factors as JLL 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 Governing 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. JLL’s 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.

JLL will select the investors that are permitted to co-invest in a particular portfolio investment in
its sole discretion based on various factors, including those detailed in its Governing Documents
and as outlined in its internal policies and procedures. While one or more limited partners in the
Funds are on occasion invited to co-invest in a Fund’s portfolio companies, JLL 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 limited
partners and third parties, including, without limitation, management or founders of the applicable
portfolio investment, 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, Strategic Advisors, sector experts, Strategic Advisors, other
persons or entities affiliated, associated or otherwise known to JLL 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 or 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.

JLL 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
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