Mesirow Financial Private Equity Advisors Inc

ITEM 5 | Fees and Compensation
MFPEA serves as an investment advisor to clients and collects a management fee. The investors in the Funds pay their
proportionate shares of the management fees to the Funds. In addition, the investors in the Funds bear an indirect
allocation of their proportionate share of fees incurred from the underlying investment funds (which may include
performance or incentive fees).

MFPEA receives management fees to cover administrative, management, investment management, and supervisory
services it provides to the Clients, as well as sharing profits from management fees with its parent company. Management
fees are established in negotiations with the Separate Accounts or, with respect to the Funds, the limited partners of the
Funds. Management fees range up to 2.0% of committed capital, or invested capital of the Client, pursuant to the limited
partnership agreement or Investment Management Agreement of the Client. Fees for Clients in extension years may be
reduced, including to nil. The specific payment terms and other conditions of the management fees are set forth in the
governing documents relating to the Clients.

Mesirow refers to Mesirow Financial Holdings, Inc. and its divisions, subsidiaries and affiliates. The Mesirow name and logo are registered service marks of Mesirow Financial
Holdings, Inc. © 2026. All rights reserved.

Part 2A of Form ADV | Firm Brochure
Mesirow Financial Private Equity Advisors, Inc.

Management fees are generally payable quarterly, in advance, by the Clients to MFS. The fee is generally deducted from
a Client investor’s capital account, although certain investors pay their management fee directly.

Limited Negotiability of Advisory Fees
Although MFPEA has established fee management schedules, it retains the discretion to negotiate alternative fees on a
case-by-case basis. Facts, circumstances and needs will be considered in determining the fee schedule. These facts,
circumstances and needs may include, among other factors, the complexity of the Client investor; assets to be placed
under management; anticipated future additional assets; related accounts; long-standing relationships that may warrant
certain loyalty discounts; portfolio style; account composition; and reporting requirements. The specific annual fee
schedule will be identified in the contract between the advisor and each Client participant.

Management fee discounts, not generally available to MFPEA’s Client participants, are offered to certain employees and
affiliates of MFPEA.

Additional Fees and Expenses
MFPEA or an affiliate will bear ordinary administrative costs and expenses relating to its operations. Client investors will
typically bear all the costs and expenses including but not limited to the cost of audits, tax, marketing and other reporting,
certain legal expenses and other fund-related expenses relating to the organization and operations of the Client and its
general partner as described in the governing documents relating to the Clients.

In certain cases, registered representatives or producers for various Mesirow Financial affiliates may receive finders’ fees
for Client investor referrals to MFPEA or MFPEA affiliates.

ERISA Accounts
In certain circumstances MFPEA is deemed to be a fiduciary to advisory Client participants that are employee benefit
plans pursuant to the Employee Retirement Income and Securities Act (“ERISA”), and regulations under the Internal
Revenue Code of 1986 (the “Code”), respectively. As such, the firm is subject to specific duties and obligations under
ERISA and the Code that include among other things, restrictions concerning certain forms of compensation and
compliance with prohibited transaction rules.

Advisory Fees in General
Client participants should note that similar advisory services may (or may not) be available from other registered (or
unregistered) investment advisors for similar or lower fees.

Limited Prepayment of Fees
Under no circumstances does MFPEA require or solicit payment of fees in advance of services rendered.

ITEM 7 | Types of Clients
MFPEA provides advisory services primarily to Clients. The types of institutions that may invest in Funds or establish
Separate Accounts, typically include, but are not limited to, the following types of U.S. and non-U.S. accredited investors:

• State or municipal government entities
• Pension and profit sharing plans
• Corporations or other businesses
• Charitable organizations, foundations and endowments
• High net worth individuals