M-One Capital Management LLC

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

M-One and its affiliates and 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. Investors should
refer to the Governing Documents of the applicable Fund for an understanding of how M-One 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

M-One charges each Fund a management fee (the “Management Fee”), generally ranging from 1.5%
to 2% per annum of non-affiliated investor capital (either committed or invested, depending on the
life-stage of the applicable Fund), which amount varies by Fund. For certain Funds, Management
Fees are initially calculated based upon each investor’s committed capital for the period of time during
which each Fund is making investments; thereafter, the Management Fee is equal to a percentage of
each investor’s invested capital with respect to investments that have not been disposed of or
permanently written-down. For other Funds, Management Fees are initially based on the total capital
commitments made to the Fund and thereafter based on the net asset value of the remaining assets in
the Fund determined as of the previous quarter end. For yet other Funds, Management Fees are
calculated solely based on net asset value. For calculations involving net asset value, such amount is
determined by the respective portfolio company manager and then approved by the M-One
investment committee.

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 written down. 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. Except where the Governing Documents
expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the
case of partial distributions, partial sales, reorganizations, restructurings, roll-over investments 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 such Fund’s investment or
ownership percentage in a portfolio company has been reduced as a result of such transaction. In
addition, Management Fees generally will not be reimbursed or refunded under the Governing
Documents in the event of realizations, dispositions or partial write-downs that occur partway through
the relevant calculation period. Further, where there has been a partial disposition or permanent write-
down of a Fund’s investment and the fair market value of the investment following such event exceeds
the total amount of the Fund’s investment contributions relating to the investment, the Governing
Documents do not require Management Fees after the stepdown date to be reduced. 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 M-One 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.

The General Partners (and/or an affiliate of the Fund in the case where such Fund does not have a
General Partner) are permitted, in their sole discretion, to waive all or a portion of the Management
Fee. Management Fees are generally waived for M-One employees, affiliated investors and their
families investing in a Fund (although such investors generally pay their pro rata share of certain Fund
expenses). Similarly, Co-Investment Funds generally do not pay a Management Fee on the co-
investment portion of their investment, as applicable (but again, such investors generally pay their pro
rata share of certain Fund expenses as described more fully below).

Management Fees are billed to each Fund or its General Partner (and/or an affiliate of the Fund in
the case where such Fund does not have a General Partner) and paid by each Fund from the Fund’s
assets. To obtain cash for the payment of Management Fees, a Fund and/or its General Partner (or
such affiliate) is permitted to draw down on the investors’ capital commitments. Management Fees
are exclusive of (i) reimbursements made by a portfolio company and (ii) other expenses incurred by
a Fund (as discussed later in Item 5.C, below), which are borne by and payable out of the assets of the
particular Fund and not by M-One.

Management Fee Offset

For certain Funds, 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 M-One in connection with the organization of a
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements

for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

M-One provides investment advice to the Funds. The Funds limit their investors to (i) “accredited
investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”), (ii) “qualified
clients” as defined in the Advisers Act, and (iii) “qualified purchasers” or “knowledgeable employees,”
each as defined in the Investment Company Act. Investors in the Funds must also meet certain other
suitability qualifications prior to making an investment in the Funds. The Funds are not registered or
required to be registered under the Investment Company Act, are not made available to the general
public, their securities are not registered or required to be registered under the Securities Act and Fund
interests are privately placed to qualified investors. Qualified investors include individuals or entities
to which Fund interests are permitted to be sold, which generally includes (i) in the United States,
people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to M-One
and/or the Funds. The Funds have required minimum capital commitments from each investor,
which generally range from $1.0 million to $5.0 million, depending on the Fund and the type of
investor being admitted, although lesser commitments have been accepted in the discretion of the
applicable Fund’s General Partner (and/or an affiliate of the Fund in the case where such Fund does
not have a General Partner).

The investors participating in the Funds include individuals, other investment entities and private
funds, university endowments, family offices, pension and profit-sharing plans, trusts, estates or other
corporations or business entities and include, directly or indirectly, principals or other employees of
M-One and its affiliates and members of their families, as well as service providers engaged by M-
One.

On occasion, M-One offers co-investment opportunities for certain investors to invest alongside a
Fund in certain Fund portfolio companies. While M-One will generally pursue all appropriate
investment opportunities through its Fund vehicles, from time to time (and as further described
immediately below), an investment requires additional capital and M-One will reach out to select
investors in order to complete the portfolio company transaction. 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, M-One 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, M-One 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 a
Management Fee 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, M-One will perform management, advisory and other
services for the portfolio companies in which these co-investment vehicles invest alongside the Funds,
generally at no additional cost to such vehicles except portfolio company fees and expenses (which
such expenses are recorded at the portfolio company).

Co-investment opportunities are made available to select Fund investors and third parties, including,
without limitation, management or founders of the applicable portfolio company, strategic investors,
lenders, deal sources, other private equity or venture capital firms, or other persons or entities
affiliated, associated or otherwise known to M-One or its personnel and unrelated third parties. These
co-investment opportunities arise when M-One has the opportunity for an investment in an existing
or prospective portfolio company and M-One 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) M-One 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 M-One 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.
Additionally, certain individuals who source transactions or provide financing 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 or other arrangements with the relevant Fund(s). In certain cases,
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