Melodeon Capital Partners LP

Item 5 - Fees and Compensation

Item 5.A. and Item 5.B.

Our fees and compensation are described in each Fund’s Governing Documents. All the investors in the
Funds are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended (the “1940 Act”)) or “knowledgeable employees” as defined in Rule 3c-5 promulgated under
the 1940 Act.

In general, we are paid management fees from each Fund (or subsidiary thereof) monthly in arrears.
Management fees paid by a Fund are indirectly borne by investors in such Fund. Management fees will be
paid directly to us by the Funds. The Governing Documents of each Fund include a more detailed
explanation of the amount and manner of calculation of the management fees for such Fund. The General
Partner is also entitled to receive carried interest from each Fund, as further described in Item 6 –
Performance-Based Fees and Side-By-Side Management. While it is not anticipated that we will have
separately managed accounts, fees for such accounts would be negotiated on a case-by-case basis.

Any fees ordinarily payable to the owner of an investment, such as director fees (including for any of our
employees who serve on the Portfolio Company’s board of directors), breakup fees, and fees for advisory,

consulting, monitoring or other similar services, to the extent received by us, the General Partner or our
respective affiliates (and not the Funds or the Portfolio Companies) will be subject to an offset against our
management fee and carried forward if necessary.

Item 5.C.

Each Fund will bear its own startup, organizational and offering expenses, subject to a cap. Amounts of
such expenses in excess of this cap will reduce our management fee by such excess amount. In addition,
each Fund will bear all expenses relating to it to the extent not borne by its portfolio investments or
expressly agreed to be borne by us pursuant to the Governing Documents of such Fund. These expenses
are described more fully in the Governing Documents of the applicable Fund and may include investment-
related expenses (including any and all costs and expenses that the General Partner reasonably determines
to be incurred in connection with the discovery, evaluation, investigation, development, making, valuation,
acquisition, purchase, ownership, supervision, management, structuring, holding, carrying, monitoring,
realization, liquidation, transfer, sale, or other disposition of potential or actual investments of the Fund
(whether or not consummated), and brokerage expenses, when applicable (see Item 12 - Brokerage
Practices below)); travel (provided, however, that costs and expenses related to air travel will not exceed
commercial rates as reasonably available for the related travel, as determined by the General Partner) and
entertainment expenses (including meals and lodging); costs and other expenses arising out of financings,
credit facilities, and other borrowings; legal expenses associated with negotiating and entering into, and
compliance with, side letters; broken deal expenses; local and foreign taxes and fees; extraordinary
expenses (including litigation, indemnification, and contribution expenses); accounting, auditing,
consulting, filing, information services, and professional fees; auditing and tax preparation expenses related
to the Fund or the Portfolio Company; valuation and administrative expenses; insurance expenses
(including for directors’ and officers’ liability insurance); expenses incurred in connection with the
formation of any holding vehicle, special purpose vehicle, alternative investment vehicle, and/or co-
investment vehicle for the Fund and/or the Portfolio Company, and any subsidiary vehicle of the foregoing;
expenses relating to meetings of the Fund advisory board and/or investors in the Fund, as applicable;
liquidation expenses of the Fund and the Portfolio Company; and all other expenses and/or liabilities
incurred in connection with the operation of the Fund and the Portfolio Company.

In addition, the Portfolio Company will bear its own operational and accounting expenses, which will be
indirectly and proportionately borne by the Funds.

Item 7 - Types of Clients

We provide investment advice to clients that are private funds. The Funds are structured as limited
partnerships or similar legal entities which we or our affiliates control. The Funds rely on rules promulgated
under the United States federal securities laws that exempt privately offered entities from registration as
investment companies. Investors in the Funds are generally institutional investors that qualify as
“accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended) and “qualified
purchasers” (as defined under the 1940 Act) or “knowledgeable employees” (as defined under the 1940
Act). Prospective investors may be required to meet additional suitability requirements. The minimum
investment in the Funds is generally $2,000,000. We may waive the minimum under certain circumstances
in our sole and absolute discretion. We would determine the minimum investment for a separately managed
account on a case-by-case basis.