MIO Partners Inc

Item 5.        Fees and Compensation
The fees and expenses associated with investments in the Private Funds vary, depending on the
Private Fund, and each Private Fund’s respective Offering Materials describe the applicable fees
and expenses for such fund in detail.
A. Fee Schedule
Discretionary: MIO Funds
MIO does not currently have a general fee schedule for the MIO Funds. Instead, this Item 5.A
includes a summary of the principal types of direct fees that a Private Fund investor can expect to
bear, which generally include (i) the Private Fund’s direct fees and expenses, (ii) Management
Fees (defined herein), and (iii) Performance-based Compensation (defined herein) for certain
Private Funds, all as described below. Investors are encouraged to review the applicable Offering
Materials for additional information.
   (i)      Direct Fees and Expenses
As described in Item 5.C below and as more fully set forth in each Private Fund’s Offering
Materials, each Private Fund is responsible for direct fees and expenses incurred in connection
with or otherwise related to its operations and activities, including fees and expenses associated
with its investment program.
    (ii)    Management Fees
MIO is entitled to receive, a monthly or quarterly, as applicable, management fee (the
“Management Fee”) from each Private Fund equal to a certain percentage of the balance of each
investor’s capital account or capital commitment, paid in advance or arrears, as applicable. The
Management Fee is generally intended to compensate MIO for a portion of MIO’s general
operating and overhead costs, including expenses incurred by MIO and its affiliates in the
provision of asset management services to the applicable Private Fund and is more fully described
in the relevant fund’s Offering Materials.
MIO’s general operating overhead costs and expenses include, without limitation, the
compensation of MIO employees, which amounts include, but are not limited to: all bonuses,
benefits, incentive awards, retention awards, deferred amounts, taxes, withholding or other costs
or expenses; office space and utilities; and costs and expenses for travel and entertainment relating
to or incurred in connection with MIO’s activities. In particular, MIO’s general operating expenses
will increase for each Private Fund the performance of which exceeds the benchmark performance

metrics established by MIO’s Board for such Private Fund, all as more fully described in the
relevant Private Fund’s Offering Materials. If MIO collects Management Fees and other amounts
in excess of its general operating and overhead expenses, MIO intends to waive or rebate a portion
of Management Fees but recognizes that the calculation and allocation of any such waiver or rebate
among the Private Funds and Private Fund investors creates a conflict of interest, or the appearance
of a conflict of interest, for MIO. Please see Item 11.C below (Other Conflicts of Interest).
    (iii) Performance-based Compensation
Certain Private Funds (collectively, the “PM Funds”) are authorized to make performance-based
allocations of income to MIO affiliates and certain MIO employees (collectively, “Performance-
based Compensation”) based on the net cash proceeds available as a result of such Private Fund
investments. The Performance-based Compensation for certain PM Funds is subject to a
“clawback.” Please see Item 6 for more information about Performance-based Compensation.
Waivers, Rebates
While the policy of MIO is that Management Fees are not negotiable, MIO is permitted to waive
or rebate part or all of the Management Fee in the case of certain Private Funds and Private Fund
investors. No such waiver or rebate will entitle any other Private Fund or Private Fund investor to
a waiver or rebate.
Retirement Trust
MIO receives no direct compensation from the Retirement Trust for the performance of its
obligations as the investment manager for the Retirement Trust but is reimbursed by the Parent
Company and the Retirement Trust for certain expenses incurred as a result of the management of
the Retirement Trust in accordance with ERISA. The Retirement Trust invests in the Private
Funds, which are subject to other expenses, as described herein.
Non-Discretionary: Advisory Clients
As described in the Terms of Business, MIO provides advisory services to the Partner Advisory
Clients on a no-fee basis.
Each Alumni Advisory Client will be required to execute an agreement with MIO (each, an
“Alumni Advisory Contract”). MIO provides advisory services and, when eligible, wealth
planning services to the Alumni Advisory Clients for a flat annual fee, stated below:

                                       Annual Fee Schedule

 US, UK, or UAE taxpayer                                                     $15,000

 Non-US, non-UK, or non-UAE taxpayer                                          $12,000

MIO’s fees are subject to change on an annual basis as more fully described in the Alumni
Advisory Contracts. While the policy of MIO is that Alumni Advisory Client fees are not
negotiable, MIO is permitted to waive or rebate fees for any Alumni Advisory Client at its
discretion, including, without limitation, within the first ninety (90) days following a former
partner’s separation from McKinsey. No such waiver or rebate will entitle any other Alumni
Advisory Client to a waiver or rebate.
In addition, all Advisory Clients pay their pro rata share of fees and expenses incurred with respect
to their own investments in the MIO Funds. McKinsey generally pays or reimburses MIO for
Advisory Team expenses incurred with respect to the provision of advice to the Partner Advisory
Clients.

B. Payment Method
Discretionary: MIO Funds
The Management Fee will generally be paid by and deducted from the assets of the applicable
Private Funds monthly, quarterly, or annually in advance or arrears, as applicable. Investors should
...

Item 7.        Types of Clients
As described in Item 4, MIO provides non-discretionary investment advice to the Advisory Clients
and discretionary investment advice to the Private Funds and the Retirement Trust.
Non-Discretionary: Advisory Clients
MIO’s Advisory Team provides non-discretionary investment advisory services to the Advisory
Clients whether or not such persons invest in the Private Funds. There is no minimum account size
for Advisory Clients.
Discretionary: MIO Funds
MIO’s discretionary clients are the Private Funds and the Portfolios. The investors in the Private
Funds are generally: (i) current and former partners of McKinsey; (ii) certain qualified MIO
employees and directors (together with current and former McKinsey partners, “Eligible
Investors”); (iii) immediate family members of an Eligible Investor; (iv) trusts or other entities
settled by an Eligible Investor or benefiting an Eligible Investor and their immediate family
members; and (v) certain pension plans sponsored by McKinsey. In addition, to be eligible to make
new or additional investments in the Private Funds (A) current and former McKinsey partners, (B)
current and former MIO partners and directors, and (C) their respective immediate family members
are also generally required to be Advisory Clients, though MIO is permitted to grant exceptions,
including, without limitation, for mobility cases and within the first ninety (90) days following a
former partner’s separation from McKinsey. Any such exception does not entitle any other person
or entity to an exception. Moreover, MIO will, from time to time, offer interests in certain Private

Funds, on a de minimis basis, to certain Managers and/or certain personnel affiliated with such
Managers who perform investment sub-advisory services for those Private Funds. The investors
in the Private Funds must meet the applicable criteria set forth above in Item 4.B above.
The minimum investment required by an investor varies depending on the Private Fund and, in
each case, is subject to waiver by MIO. No such waiver will entitle any other investor to a waiver.
Potential investors should review the applicable Private Fund’s Offering Materials for further
information.