McKinley Alaska Private Investment LLC

Item 5 – Fees and Compensation

Advisory Contracts and Fees

5.A. Adviser Compensation

MKA is compensated through various combinations of management fees based on a
percentage of committed capital, invested capital, incentive fees, carried interest or similar
profit allocations, and/or performance-based fees. Such fees are disclosed in the limited
partnership agreements for such Funds and separately managed accounts that are reviewed
and executed by each Limited Partner in each investment vehicle. Terms different from the
investment management agreement may be negotiated in a side-letter agreement, consistent
with the terms of the investment management agreement.

MKA, or the Funds it manages, may, at times, receive strategic advisory fees related to one
or more of the following: the evaluation, structuring and transition and acquisition and/or
ongoing value creation of portfolio investments. MKA is generally entitled to receive fees
related to these services and they will not offset management fees.

5.B. Direct Billing of Advisory Fees

Fees are typically deducted in advance on a quarterly basis. Management fees are based upon
a percentage of assets under management or may be based on invested capital as disclosed
in the limited partnership agreement. Management fees are based upon a formula and
subject to certain reductions as defined in the applicable limited partnership agreement.
Performance fees in the form of carried interest are paid to the general partner, through a
waterfall provision after each partner has been returned all capital contributions and
received a preferred return compounded annually. Management fees are prorated for any
period that is less than a full period. In rare instances, if a separate client account is
established for an individual client, a fee may be charged quarterly in arrears. This
arrangement will be detailed in the investment management agreement.

5.C. Other Non-Advisory Fees

For the Advisory clients, to the extent possible, third-party costs related to portfolio
investments may be charged to portfolio investments or the Partnership, subject to the terms of
the LPA. The funds and/or accounts shall be responsible for, or reimburse, MKA or the General
Partner as applicable for out-of-pocket expenses (which may be capped according to the LPA)
incurred by MKA or the General Partner in connection with the organization of the fund and/or
account and the offering of interests to the limited partners (the “Limited Partners”)
(including, without limitation, fees and disbursements of attorneys and other professionals);
(a) organizational expenses; (b) reasonable fees and expenses of custodians, counsel, prime
brokers, banks, tax advisors, auditors, administrators, consultants, compliance firms,
information technology providers, depositaries and accountants and other similar advisors;
(c) reasonable costs and expenses incurred in identifying, evaluating, arranging, negotiating,
structuring, trading or settling any transaction contemplated for investment by the Fund or
account, including buying and selling any portfolio investments (regardless of whether such
transaction is subsequently consummated), including, without limitation, any travel, legal, tax
and accounting expenses in connection therewith; (d) the reasonable out of- pocket costs, fees
and expenses of monitoring, holding, hedging, valuing or selling portfolio investments,
including record- keeping expenses; (e) reasonable out-of-pocket costs of reporting to the
Limited Partners, tax returns and Schedule K-1s and of any meetings of Limited Partners, and
of any meeting of the investor advisory board, including costs of legal counsel retained by the
investor advisory board as authorized in accordance with Advisory client documents; (f) any
taxes, fees or other governmental charges levied against the Advisory client or on its income
or assets or in connection with its business or operations; (g) costs and expenses of reporting
software and for computer software specific to the affairs of the Advisory client; (h) insurance;
(i) costs of any audit, investigation, proceedings, litigation and threatened litigation; (j)
indemnification obligations; (k) liquidation expenses, including the costs and expenses of any
liquidating trustee; (l) capital payments, interest and other expenses in respect of
indebtedness for borrowed money; (m) extraordinary expenses, including fees and expenses
associated with any tax or other audit, investigation, proceeding, regulatory matter, settlement
or review of the Advisory client; (n) costs and expenses related to the Advisory client’s
compliance with applicable laws; and (o) all other costs and expenses properly chargeable to

the activities of the Advisory client. Certain fees and expenses may be subject to limitations.

Other service fees may also include project, structuring, topping, termination, break-up,
investment banking, underwriting, syndication, closing, commitment, consulting, and other
similar fees in connection with the purchase, monitoring, or distribution of underlying
investments or from unconsummated transactions. To the extent provided in such
organizational documents, MKA’s fees are offset by a specified portion of the service fees that
arise out of such client’s investment activities. Service fees can be substantial and if not fully
offset pursuant to organizational documents may be indirectly borne by investors.

Certain fees are excluded from the definition of “service fees” including capital market fees,
broker-dealer and affiliates providing similar services with respect to loans, loan origination,
structuring, placement, or similar business as a broker, dealer or distributor, or syndicator,
of loans. In addition, fees attributable to co-investors or internal or external co- investment
vehicles and fees eligible to be treated as expenses of an Advisory client are expected to also
...

Item 7. Types of Clients

MKA currently provides investment advisory services on a discretionary basis to private
pooled investment vehicles not registered under the Investment Company Act of 1940, as
amended. Investors in the Funds currently have a $1 million minimum investment
requirement for Limited Partners that may be waived. Limited Partners are required to meet
certain suitability requirements such as being an “Accredited Investor”, a “Qualified Client”
and/or a “Qualified Purchaser” as defined under federal laws.

MKA offers advisory services on a separately managed account basis to, among others,
entities associated with U.S. and local governments and their instrumentalities, corporations
and similar business organizations, and high net-worth individuals. Such instances will be
rare and only based on qualifications for private investment needs. Clients with public
investment interests will be referred to Denali Advisors, LLC, which manages public
company investments.