MidOcean US Advisor LP

Item 5 – Fees and Compensation

In general, the Adviser receives a management fee (the “Management Fee”) in connection with the advisory services
provided to Fund V, Fund VI, and Structured Equity. Fund IV, Fund V’s, Fund VI’s, and Structured Equity’s General
Partners or other MidOcean affiliates generally also receive carried interest. The Adviser may also receive additional
compensation in connection with management and other services performed for Fund portfolio companies, and such
compensation will offset in whole or in part the Management Fees otherwise payable to Fund V, Fund VI, and
Structured Equity. These fees do not offset for Fund IV as there is no Management Fee but are capped at 2% per
annum in aggregate. Certain other Funds, including co-investment Funds that participate in an investment alongside
a primary commingled Fund, will pay discounted or no Management Fees to MidOcean, and MidOcean will receive
discounted or no carried interest with respect to such co-investment Funds. The information below summarizes the
compensation that the Adviser receives, but investors should also review the specific terms of the relevant Governing
Documents. These terms are negotiated at the time that a Fund is formed and thereafter, are not negotiable.

Management Fees

The Adviser is generally paid an annual Management Fee for Fund V, and Fund VI based upon a percentage of
commitments during the Fund’s Investment Period or a percentage of assets under management after each Fund’s
investment period. The Funds generally issue capital calls quarterly in advance to limited partners requesting
Management Fees due. At the discretion of MidOcean, certain limited partners have special Management Fee
arrangements.

As is generally the case in private equity funds, the Governing Documents provide that a Fund’s Management Fees
will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further
specified in the Governing Documents, from the effective date of the relevant Fund until a date specified in the
Governing Documents (generally representing the earlier of the end of the Fund’s defined investment period and the
date the relevant General Partner (or an affiliate thereof) first begins receiving or accruing management fees from
another Fund meeting certain criteria) (the “Stepdown Date”), Management Fees generally will be charged based on
a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the amount of investment
contributions (including, where applicable, a Fund borrowing component (including interest expenses) and the amount
of any capitalized Supplemental Fees (as defined below) or expenses, including the expenses of Operating Partners
(as defined below)) made by the relevant Fund that have not been realized or permanently written down / completely
written off for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). Due to differences
in the criteria set forth in their respective Governing Documents, in the event where more than one Fund participates
in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes
of one Fund’s Governing Documents but not those of one or more other Funds.

Under the Governing Documents, where the fair market value of an investment exceeds the total amount of investment
contributions relating to such investment, post-Stepdown Date Management Fees will not be calculated based upon
such appreciated value, and will instead continue to be calculated based on the amount of such investment
contributions. Conversely, the Governing Documents do not require Management Fees to be reduced or refunded

following the occurrence of a writedown, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including
recapitalizations involving dividends), or roll-over investment in connection with a sale or dividend distribution,
except in the case of investments meeting the relevant Impaired Value Investment standard under the Governing
Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value
Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then
the amount of Management Fees otherwise payable relating to such investment will be reduced solely based on the
ratio of the fair market value of each relevant remaining investment(s) as compared against the amount of total
investment contributions relating to such investment(s).

As a result, and as is generally the case for private equity funds, the amount of Management Fees generally will not
correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the
relevant investment period, and will not be reduced in connection with any write downs (whether temporary or
permanent), except in the case of Impaired Value Investments. Except where the Governing Documents expressly
provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings,
roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other
Fund(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether
in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s
interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in
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Item 7 – Types of Clients

The Adviser provides investment advice solely to the Funds. Only “qualified purchasers” or “knowledgeable
employees” (as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and
regulations promulgated thereunder) may invest in the Funds. Fund investors may include high net worth individuals,
corporate pension plans, Taft-Hartley plans, charitable institutions, foundations, endowments, municipalities, private
investment funds, trust programs, sovereign funds, and other U.S. and international institutions.

The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in
order to permit certain investors to participate in one or more particular investment opportunities in a manner desirable
for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest
the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of
such vehicles and the Governing Documents of the related Fund.

The Adviser generally requires a minimum investment of $1,000,000 in the Funds, however, that minimum investment
amount may be waived at MidOcean’s discretion. Each Fund has a finite fundraising period.