MCP Management LP

Item 5: Fees and Compensation

Item 5.A.

For each Fund, MCP Management is compensated for its advisory services through a management fee based
on each Limited Partner’s capital commitment during the Funds’ investment periods and on the Limited
Partner’s invested capital after the investment period. The management fees are specified in each Fund’s
governing documents. The management fee is calculated and paid in quarterly installments in advance,
commencing as of the Fund initial closing date and on each January 1, April 1, July 1, and October 1 thereafter.
Any payment covering less than a full calendar quarter is prorated based on the actual number of days in such
period.

In general, the fees for the Funds are not negotiable. However, the Firm has and may in the future enter into,
side letters or similar arrangements with certain investors that grant different terms (including lower fees) to
such investors than the terms generally applicable to other investors in the Fund.

Details regarding MCP Management’s management fees are set forth in each Client’s relevant governing
documents.

In addition, certain Co-investment Vehicles are not subject to any management or performance-based fees. Fee
arrangements for Co-investment Vehicles vary according to the specific investment. Certain Co-investment
Vehicles pay an upfront fee only (such upfront fee is typically paid at the time of the initial capital contribution).
The fee structure applicable to any future Co-investment Vehicle may vary and will be subject to the terms
negotiated with each vehicle’s investors.

The Clients are offered only to “accredited investors,” as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”) or knowledgeable employees of MCP
Management.

Item 5.B.

Pursuant to the terms of each Fund’s LPA, MCP Management is authorized to deduct management fees on a
quarterly basis. The Management Fee may be paid (i) from capital contributions of Limited Partners, which will
reduce such Limited Partners’ unpaid commitments, or (ii) from current income or disposition proceeds of the

Fund.

Item 5.C.

In addition to any management fees and performance-based compensation paid to the Firm, each Client will
have organizational, investment, and operating expenses (“Fund Expenses”), the terms of which vary
according to the governing documents of each Client. These Fund Expenses are typically reimbursed to the
Firm or its affiliates for expenses incurred on the Client’s behalf but may also be paid directly by the Fund.
Fund Expenses are described more fully in each Client’s governing documents, but generally include, without
limitation:
    •   Costs related to sourcing, evaluating, structuring, negotiating, financing, acquiring, monitoring, and
        disposing of portfolio investments, including costs associated with unconsummated investments (i.e.,
        broken deal expenses);
    •   Legal, accounting, tax, audit, consulting, administration, and other professional fees and expenses;
    •   Expenses related to fund governance, compliance, reporting, regulatory filings, and tax return
        preparation;
    •   Organizational and offering costs;
    •   Fees for fund-related software and data subscriptions;
    •   Travel and related expenses incurred in connection with fund activities;
    •   Costs related to investor communications, limited partner advisory committee (“LPAC”) meetings,
        and administering side letters;
    •   Interest and fees on credit facilities or other fund-level financing arrangements;
    •   Insurance premiums and indemnification expenses;
    •   Expenses associated with valuations, third-party service providers, and other operational needs;
    •   Other reasonable and non-recurring expenses incurred in connection with the Client’s operations.

This list is not intended to be exhaustive. Prospective and existing investors are advised to carefully review
the applicable Client’s offering documents and governing agreements for a complete description of Fund
Expenses.

Fund Expenses are typically allocated among all limited partners on a pro rata basis unless otherwise
determined by the Client’s general partner to be appropriate. Expenses shared between multiple Clients are
allocated among such Clients as determined in good faith by the general partner(s). General and administrative
expenses are allocated based on various reasonable methods including effort expended, benefit received, total
commitments, assets under management, or other appropriate factors, and such methods may vary across
expense types and over time.

The Firm provides information about the nature and amount of such expenses in each Client’s financial
statements.

Item 5.D.

Each Fund pays MCP Management a management fee, in advance, on a quarterly basis commencing on each
Fund’s specified closing date, in respect of the Limited Partners therein. Fees are not reimbursable in the event
of an early termination of either a Fund or an investor’s participation in a Fund. The Firm, its employees, and
affiliates may and do invest in the Funds on terms that are more favorable than those offered to other investors,
including the waiver of management fees and other expenses.

Item 5.E.

None of MCP Management or any of its supervised persons accept compensation for the sale of securities or
other investment products.

Item 7: Types of Clients

MCP Management provides investment advisory and management services to the Clients. The minimum
investment amount in the Funds is generally $1,000,000. This amount does and may vary depending on the
terms set forth in each Client’s governing documents and the discretion of management. The relevant General
Partner also retains the right to waive the stated minimum investment amount. The minimum investment
amount for Co-investment Vehicles varies and is set forth in the governing documents of each such vehicle.

MCP Management’s Clients rely on certain exclusions and exceptions from the definition of “investment
company” in the Investment Company Act. Accordingly, none of the Firm’s Clients are registered as
investment companies with the SEC.

Investors in the MCP Management’s Clients generally include high-net-worth individuals, employees of the
Firm, family offices, and institutional investors such as foundations, private funds, endowments, and state
retirement systems. These investors qualify as “accredited investors,” “qualified clients,” and, where required

by the applicable exemption, “qualified purchasers” under the Securities Act of 1933, the Advisers Act, and
the Investment Company Act, respectively.