Milestone Partners Management Co LP

Item 5        Fees and Compensation

Management Fee

MP Next receives an annual management fee (the “Management Fee”) from each fund with respect
to each investor that varies from fund to fund but is generally 2.00% of each investor’s commitment
during the fund’s investment period or for a specific period of years. After the investment period
or a specific period of years, the fund pays a Management Fee based on each Investor’s pro rata
share of a fund’s invested capital, which generally equals the declining balance of the acquisition
cost of the portfolio investments held by the fund, taking into account any permanent impairments
of portfolio investments. MP Next can and has waived all or a portion of its Management Fee for
investors through side letters, and/or for the Funds at the discretion of MP Next. Management Fees
are payable quarterly in advance and are deducted from the account of each fund.

Other Fees / Portfolio-Based Compensation

We can also receive (and have in the past) monitoring, transaction, advisory consulting, directors
and other fees in connection with the activities of our funds (“Other Fees”). In addition, we are
reimbursed by our funds’ portfolio companies for expenses we incur in connection with our
performance of the services that give rise to Other Fees. The Other Fees received from portfolio
companies allocable to other co-investors, determined by co-investor percentage of capital
contributed relative to total capital contributed by co-investors and fund clients at closing, are
typically retained by the management company. The limited partnership agreements of the funds
set forth the applicable fee calculations and any offsets. The monitoring fees that we receive with
respect to a portfolio investment are sometimes determined with reference to the adjusted
EBITDA and revenues upon which the purchase price for such portfolio investment is based.
The transaction fees that we receive with respect to a portfolio investment are sometimes
determined with reference to the enterprise value of the portfolio investment at the time of
acquisition or disposition. Both monitoring fees, transaction and advisory fees are agreed to with
the applicable portfolio companies at the closing of the funds’ investments in such portfolio
companies. MP Next does not accelerate the monitoring fees upon exiting a position.

MP Next does employ and has employed operating partners. These operating partners are
compensated directly either from the management company or the portfolio company but not
directly from the Funds. When compensated directly from the portfolio company, the cost is
ultimately borne by the respective fund.

In general, the aggregate Management Fee that a fund pays us is reduced by a portion of any Other
Fees received by us in connection with the activities of the fund.

If we cease to serve as the investment manager of a fund, the Management Fee payable by the fund
for such period will be pro-rated based on the number of days during such period that we served
as investment manager and we will refund any excess.

Expenses

Additional fees and expenses for which a fund is responsible are described in the limited
partnership agreement of such fund. Generally, each fund pays all costs and expenses relating to
its operations, including but not limited to: legal, auditing, consulting and accounting fees and
expenses; expenses of meetings of its limited partner advisory committee and of limited partners;
indemnification and insurance expenses; expenses associated with the acquisition, holding and
disposition of its proposed or actual investments (including related due diligence other than travel-
related due diligence expenses of our personnel); extraordinary expenses such as litigation; interest
on and fees and expenses arising out of any permitted borrowing; expenses relating to
unconsummated transactions; expenses of liquidating the fund; and any taxes, fees or other
governmental charges levied against the fund and any expenses incurred in connection with any
tax, audit, investigation, settlement or review of the fund. Expenses associated with the
acquisition, holding and disposition of an investment include the expenses of brokers or dealers to
the extent that any such person is engaged in connection with a transaction. See Item 12 -
Brokerage Practices. Such expenses include commissions, custodian fees, rating agency fees and
other transaction expenses.

Neither we nor any of our “supervised persons” accepts compensation for the sale of securities.
Please see Item 11 for discussion on conflicts of interests associated with fees.

Item 7          Types of Clients

We provide discretionary investment advice solely to private investment funds, which are
considered our “clients,” and not to the investors in the fund. Investors in the funds typically
include retirement plans, foundations, endowments, funds of funds, family offices, and high-net-
worth individuals.

MP Next generally requires a minimum account of $1,000,000 or more to invest in the funds.
The general partner of the fund, in its sole discretion, can make and has made exceptions to the
required minimum.