Madison Dearborn Partners LLC

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as
defined below) or similar performance-based remuneration from the Funds. A Fund, and/or its
portfolio companies also typically bear or reimburse the Adviser and its affiliates for certain
expenses and/or make other payments to the Adviser or its affiliates for certain services provided
to the Funds and/or their portfolio companies which, in certain circumstances, reduces the
Management Fee payable to the Adviser by the applicable Fund. Details about such fees and
expenses are contained in the Governing Documents of a Fund. Further details about certain
common fees and expenses are set forth below.

Management Fees

As compensation for investment advisory services rendered to the Funds, MDP typically receives
a management fee (a “Management Fee”) from each such Fund. Management Fees paid by the
Funds are borne by certain investors in such Funds, including any other Funds that invest in such
Fund. In general, the precise amount of, and the manner and calculation of, the Management Fee
differs from one Fund to another, as well as among investors in the same Fund, and are set forth
in such Fund’s Governing Documents received by each investor prior to investment in such Fund.

The Management Fee paid by the applicable Fund is typically calculated as a percentage of the
total capital commitments of the limited partners from the effective date of the Fund through the
earlier of (i) the end of such Fund’s active investment period and (ii) the date on which MDP
becomes entitled to receive a Management Fee from a successor Fund or such other event specified
in the Fund’s Governing Documents.

Following the Fund’s active investment period (or such other events specified in the Governing
Documents), the Management Fee customarily decreases and thereafter is generally calculated
based on total contributions made by, or in respect of, such Fund’s investors with respect to
investments that have not been disposed of or permanently written down, in each case, as
determined in accordance with the applicable Governing Documents and MDP’s procedures and
based on then-available information. Such contributed capital may, to the extent provided in the
Governing Documents, include cost contributions and may also include amounts funded through
a Fund’s credit facility. For certain Funds, the Management Fee is calculated for the entire period
in which MDP is entitled to receive a Management Fee based on investment or capital
contributions (rather than capital commitments), as determined in accordance with the applicable
Governing Documents.

MDP has discretion in determining whether an investment should be permanently written down,
which impacts the calculation of a Fund’s Management Fees. Except as otherwise described herein
or in the applicable Governing Documents, Management Fees generally will not correspond with
fluctuations in the value of a Fund’s portfolio investments and will not be reduced in connection
with any temporary write-downs or other impairments that do not require the investment to be
permanently written down.

Transaction-specific fees and expenses relating to an initial investment or follow-on investment,
including fees and expenses payable to MDP, its affiliates or third parties, are generally capitalized

into the amount of invested capital at the time of such investment (collectively, “Capitalized
Costs”). Accordingly, to the extent a Fund’s Management Fees are calculated based on invested
capital (including during any step-down period), such Capitalized Costs will increase the asset
base on which Management Fees are calculated. Such increase is in addition to any other fees paid
to MDP and/or its affiliates. MDP and its affiliates therefore have an incentive to structure
transactions in a manner that results in the capitalization of such amounts, which would increase
Management Fees as well as avoid having portfolio companies pay such amounts out of available
operating cash. This incentive conflicts with MDP’s interest in minimizing the overall fees,
expenses and costs borne by a Fund’s investments, including in light of the impact of such amounts
on carried interest calculations.

Management Fees are paid quarterly in advance through a capital call made to the applicable
investors and unless provided for in the Governing Documents, generally will not be reimbursed,
reduced or refunded in the event of realizations or dispositions (including a partial sale or
disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-
over investment in connection with a sale or dividend distribution), partial write-downs or write-
offs, decrease (including a significant decrease) in fair value, or permanent write-downs that occur
partway through the relevant management fee period. Similarly, unless provided for in the
Governing Documents, Management Fees are not reimbursed, reduced or refunded in the event
the Management Fee steps-down partway through a quarter. Pursuant to the Governing
Documents, MDP is also permitted to collect its Management Fee by offsetting a Fund’s cash on
hand (for example, from proceeds received from an investment) or by utilizing a Fund’s capital
call line to pay these Management Fees (and call capital from such Fund’s investors at a later date).
Please see information regarding the use of capital call lines in the discussion under “Borrowing,
Guarantees and Credit Support by the Funds” in Item 8 below. Unless prohibited or waived by
MDP, Management Fees will generally be payable during extension periods of a Fund’s term.

The Management Fees paid by a Fund will generally be reduced by: (a) the amount of fees paid to
placement agents by such Fund, to the extent set forth in such Fund’s Governing Documents (e.g.,
when such fees are charged as a partnership expense), (b) the amount of fees and expenses incurred
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Item 7. Types of Clients

MDP currently provides investment advisory services to the Funds. Investment advice is provided
directly to the Funds and not individually to investors in such Funds. MDP or its personnel may
provide investment advisory services or sub-advisory services to other funds or investment
vehicles in the future, subject to restrictions in the applicable Governing Documents.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “accredited investors” as
defined in Regulation D under the Securities Act, “qualified clients” as defined in the Advisers
Act and/or “qualified purchasers” or “knowledgeable employees,” each as defined in the 1940 Act,
and include, among others, public pension plans, corporate pension plans, endowments, sovereign
wealth funds, fund of funds, asset managers, foundations, family offices and high net worth
individuals. In some cases, service professionals or service providers to the Adviser, the Funds
and/or portfolio companies are investors in a Fund.

MDP does not have a minimum size for a Fund.