Makarora Management LP

ITEM 5 - FEES AND COMPENSATION

    A. Advisory Fees and Compensation

  Management Fees

The following is a general description of fees, compensation and expenses of the Funds. Makarora’s fee
and compensation arrangements vary depending on the particular Fund, and certain Funds do not charge
certain fees, compensation, or expenses that other Funds now or in the future may charge or expect to
charge. The specific terms of such arrangement are set forth in each Fund’s Governing Documents.

Makarora is generally entitled to receive a management fee (“Management Fee”). Makarora charges the
Management Fee to some Funds quarterly in advance and other Funds quarterly in arrears. During the
investment period of a Fund, Makarora is generally entitled to a Management Fee either based off of
committed capital or invested capital. In certain cases, the Management Fee payable by a Fund to Makarora
may be subject to a floor. Generally, after the expiration of the investment period, or as sooner provided in
the Fund’s Governing Documents, and for the remainder of the life of the Fund, Makarora is entitled to a
Management Fee based off invested capital. In each case described above, such amounts are subject to
certain reductions, adjustments or waivers. See – “Management Fee” in Item 8.

Makarora or its affiliates may receive additional fees in connection with investments in which a Fund has
an interest in, including but not limited to property management services, loan services, or advisory
services. Such fees will not reduce the amount of Management Fees otherwise payable by the Fund or be
shared with the Fund or its investors. See Item 11 for additional information.

With respect to fees received by Makarora relating to the Funds’ investments or from unconsummated
transactions, investors generally will not receive the benefit of any fees relating to the Funds’ investments.
Any fees that result in an offset of the Management Fee only apply to the extent it is made as part of the
Funds’ investment in such company, and without regard to the nature of the fees, there will be no offset for
Management Fees with respect to any fees paid to Makarora after the Funds have exited the investment.
Conflicts of interest will in certain circumstances arise when a portfolio entity or Other Makarora Clients
may continue to hold interests (debt and/or equity) in such portfolio entity, and Makarora may begin to earn
fees or continue to earn fees from such portfolio entity for providing services to such portfolio entity after
the Funds have exited an investment in such portfolio entity, including, but not limited to, loan servicing,
capital markets advice, group purchasing and health care brokerage, insurance and other similar services,
which in each case will not offset or reduce the Management Fee. Conflicts of interest will arise when a
portfolio entity enters into arrangements with Makarora on or about the time the Funds exits an investment.
To the extent any investment banking fees, consulting (including management consulting) fees, syndication
fees, capital markets syndication and significant sums in advisory fees (including underwriting fees),
origination fees, servicing fees, healthcare consulting / brokerage fees, fees relating to group purchasing,
financial advisory fees and similar fees for arranging acquisitions and other major financial restructurings,
loan servicing and/or other types of insurance fees, data management and services fees or payments,
operations fees, financing fees, fees for asset services, title insurance fees, energy procurement/brokerage
fees, fees for Sustainability services, and other similar fees and annual retainers (whether in cash or in kind)
are received by Makarora, such fees will generally not be required to be shared with the Funds or the limited
partners and will generally not result in any offset to the Management Fee payable by the limited partners.

In connection with certain investments in certain jurisdictions, the Funds may contribute capital
contributions made by limited partners for the payment of Management Fees to a holding vehicle formed
in connection with such investment to enable such holding vehicle to pay management fees to an affiliate

of Makarora. To the extent the Funds make such contributions to any such holding vehicle, the Funds will
be credited with such amounts as if they had been paid by the Funds to Makarora under the Fund’s
Governing Documents.

The specific terms and other conditions of the Management Fee and fee offsets are described in each Fund’s
Governing Documents.

  Carried Interest (Performance-Based compensation)

Generally, each Fund will allocate to its general partner a carried interest distribution in an amount up to a
specified percentage of the profits after return on invested capital for the investment, allocation of fees and
expenses previously not recouped from such investment, and unrealized losses and/or net losses associated
with other of the Fund’s investments not yet accounted for. Such amount is also generally subject to a
preferred rate of return and a clawback provision.

    B. Payment of Fees

Management Fees are intended to be deducted from each Fund’s assets quarterly or capital called from
investors. In cases where a distribution is expected to be made concurrently with the payment of fees, such
fees are permitted to be deducted from the funds to be distributed to a Fund’s investors.

Any Carried Interest is generally allocated to the applicable general partner’s capital account based on cash
generated from the sale of a Fund’s investment.

For certain Funds, fees may be negotiable for certain investors under certain circumstances. In addition, the
Management Fee and/or carried interest fee will be waived or reduced for investors that are affiliates of
Makarora or as agreed by the general partner.

    C. Additional Fees and Expenses
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ITEM 7 - TYPES OF CLIENTS

As detailed above in Item 4 “Advisory Business,” Makarora plans to provide investment advice to the
Funds. Fund investors are required to meet certain eligibility and suitability standards as set forth in each
Fund’s Governing Documents and subscription materials. In general, the minimum investment in a Fund is
$5,000,000; however, the Fund is permitted to accept lesser amounts in its discretion.