Metalmark Management II LLC

ITEM 5. FEES AND COMPENSATION

Fees

The Adviser receives an annual management fee (the “Management Fee”) with respect to each Flagship
Fund generally equal to 1.5% to 2.0% of capital commitments through the end of the investment period (6
years from the initial closing of the Flagship Funds unless extended pursuant to the constituent documents
of the relevant Fund or terminated earlier under certain circumstances) and 0.75% to 1.0% of invested
capital outstanding thereafter. The Adviser receives a Management Fee with respect to the Fido CV equal
to 0.75% of invested capital outstanding through the end of the initial term (4 years from the initial
closing) and 0.375% of invested capital for one additional year thereafter. The Adviser receives a
quarterly management fee with respect to the Dolls Run SPV and the Green Lakes SPV equal to 0.25%
(1.00% per annum) of invested capital outstanding through termination. The Adviser receives a quarterly
management fee with respect to NNE Credit Investors equal to 0.125% (0.50% per annum) of invested
capital outstanding through termination. The original investment period for Fund II ended on June 30,
2019. Certain investors in Fund II elected to make additional commitments to a new special investment
period for Fund II which ended on October 1, 2022. The original investment period for Fund III ended on
December 31, 2023. The investment period for Fido CV ended on December 20, 2025. The Management
Fee payable by the limited partners of each Fund is subject to reduction for certain transaction and break-
up fees paid to the Adviser (or its affiliates) by portfolio companies in which the Funds invest and, in the
case of the Flagship Funds, for certain organizational expenses. The Management Fee is payable by the
limited partners (quarterly in advance) and is non-negotiable.

In addition to the Management Fee, the Adviser is expected to receive certain transaction, monitoring,
investment banking, break-up, advisory and/or board of director fees from certain portfolio companies in
which the Funds invest. A portion of such fees will reduce the Management Fee for the applicable Fund
to the extent provided in the relevant partnership agreement. In addition, the terms of certain monitoring
agreements in certain instances provide for an acceleration of fees paid to Metalmark upon termination of
such arrangements following certain milestones (such as an initial public offering or sale). In such
instances, Metalmark may be entitled to a lump-sum termination fee with respect to such arrangements.

Under the relevant partnership agreement, each of the General Partner of Main Fund II, Cayman Fund II,
TE Fund II and Silo Fund, the General Partner of Main Fund III and Cayman Fund III (and certain
parallel funds of these entities), the General Partner of the Fido CV, the General Partner of the Dolls Run
SPV, the General Partner of the Green Lakes SPV and the General Partner of NNE Credit Investors is
entitled to receive a performance allocation (the “Carried Interest”) calculated on a cumulative basis of up
to 20% of the gains from investments, subject to a preferred return. The Carried Interest is not allocated to
the General Partner until proceeds are realized from an investment.

Other Fees and Expenses

In addition to a portion of the management fee, the Funds may incur other fees and charges imposed by
brokers and other third parties, such as legal fees, audit costs and bank fees. Such fees are exclusive of

and in addition to the Adviser’s management fee and the Adviser shall not receive any portion of such
fees, commissions and costs.

Please see Item 12 below for further discussion of the factors that the Adviser considers in selecting
broker-dealers for client transactions and determining the reasonableness of their compensation (e.g.,
commissions).

A complete description of fees and expenses can be obtained in each Flagship Fund’s offering
memorandum as well as in each Fund’s partnership agreement.

ITEM 7. TYPES OF CLIENTS

The Adviser provides investment advisory services to the Funds, which are private investment funds.
Please see Item 4 above for further discussion of the Funds.

While the Adviser itself did not impose a minimum investment amount on the limited partners of the
Funds, under the relevant partnership agreements, Main Fund II, TE Fund II, Cayman Fund II, Main Fund
III and Cayman Fund III each imposed a minimum initial investment commitment of $10 million to
become a limited partner (although the General Partner of each Fund could have agreed to a lesser
commitment). In addition, each limited partner of Main Fund II, TE Fund II, Cayman Fund II, Main Fund
III, Cayman Fund III, the Fido CV, the Dolls Run SPV, the Green Lakes SPV and NNE Credit Investors
was required to be a “Qualified Purchaser” under the Investment Company Act.