Mill Point Capital LLC

ITEM 5 – FEES AND COMPENSATION
        In general, Mill Point receives a management fee and a carried interest in connection with the
advisory services it provides to its clients. Mill Point or its affiliates receive additional compensation in
connection with management and other services performed for portfolio companies of the Funds and such
additional compensation will offset in whole or in part the management fees otherwise payable to Mill Point in

accordance with the Governing Documents. In addition, in certain circumstances Mill Point receives
compensation for management and other services performed in connection with co-investments made in
portfolio companies of the Funds and/or in connection with Investment Vehicles. Investors in a Fund also
bear certain expenses.

         The General Partner is permitted to exempt certain investors in a Fund from payment of all or a
portion of the Management Fee (as defined below) and/or carried interest. A General Partner reserves the
right to make such exemption from fees and/or carried interest by a direct exemption, a rebate by the
General Partner and/or its affiliates or through other Funds which co-invest with a Fund, such as the Mill
Point Affiliates Fund I, L.P., Mill Point Affiliates Fund II, L.P., and Mill Point Affiliates Fund III, L.P. (together,
the “Affiliates Funds”).

MANAGEMENT FEES

          During the investment period, a Fund will pay Mill Point an annual management fee (the
“Management Fee”), payable quarterly in advance, equal to 2.0% of aggregate investor capital
commitments (“Commitments”) held by partners not designated as “affiliated partners” by the General
Partner (“Unaffiliated Partners”). Investors participating in a closing after a Fund’s initial closing date bear
the Management Fee from the initial closing date, generally in addition to an interest component payable to
Mill Point or an affiliate. Commencing with the first Management Fee due date after the expiration of the
investment period or earlier upon the occurrence of certain events as set forth in the Governing Documents (the
“Stepdown Date”), the Management Fee with respect to such Unaffiliated Partners will be reduced and is
expected to equal 2.0% of: (i) the aggregate investment contributions and, in the case of Fund III, unrecouped
interim financing (“Bridge Financing”) contributions, less (ii) the aggregate amount of investment contributions
with respect to the portion of each investment that has been disposed of or permanently written down; provided
that investments in a portfolio company will be treated as having been disposed of or permanently written-
down only to the extent that, as of the date of any such disposition or write-down, the aggregate fair market
value of all remaining Fund investments (other than Bridge Financings, in the case of Fund III) in such
portfolio company is less than the Fund’s aggregate investment contributions made with respect to such
portfolio company (such investments, “Impaired Value Investments”). The Management Fee will be payable
until proceeds from all portfolio investments are distributed or until Mill Point’s relationship with the relevant
Fund is terminated for other reasons (as described in the Governing Documents). Installments of the
Management Fee payable for any period other than a full three-month period are adjusted on a pro rata basis
according to the actual number of days in such period. As a general matter, Management Fees will be
payable during term extensions unless otherwise agreed with investors.

         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. 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), 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 temporary
write downs, 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.
...

ITEM 7 – TYPES OF CLIENTS
          Mill Point provides investment advice solely to its Fund clients (the “Clients”), and references
throughout this Brochure to Clients and to Mill Point’s related duties to and practices on behalf of its Clients
and/or investors should be construed accordingly. The Funds generally include investment partnerships or
other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under
the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Investment Company Act”). The investors participating in the Funds generally include individuals,
banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family
offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or
business entities and often include, directly or indirectly, principals or other personnel of Mill Point and its
affiliates and members of their families, Executive Partners or other service providers retained by Mill Point
or a Fund, as well as executives of portfolio companies.

       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 Funds generally have a minimum investment amount of $10,000,000 for third-party investors. The
Affiliates Funds generally have a minimum investment amount of $50,000. Such minimum investment
amounts for each of the Funds are permitted to be waived by Mill Point in its sole discretion. In addition, the
Affiliates Funds will generally be offered to employees of Mill Point, as well as certain other persons (including
third parties) as Mill Point, in its sole discretion, deems appropriate.

          In most circumstances, investors in the Funds must meet certain suitability and net worth
qualifications prior to making an investment in a Fund. Generally, investors, other than investors in the
Affiliates Funds, must be either: (i) “accredited investors” (as defined under Regulation D of the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”)) that
are also “qualified purchasers” (as defined in the Investment Company Act) or (ii) “knowledgeable
employees” (as defined under the Investment Company Act). Mill Point reserves the right to waive such
qualification requirements in certain circumstances.