MLC Asset Management US LLC

Item 5 Fees and Compensation

Fees and Expenses For the Portfolios

The fees and expenses for our services to MLCAM and the Portfolios are calculated based on our
“Apportioned Costs” plus a 15% mark-up with respect to the invoicing period (collectively, the
“Fee”). The marked-up percentage of 15% shall be subject to review having regard to an external
transfer pricing benchmarking analysis, which measures the arms-length return earned by
comparable third-party service providers. The Fee shall be billed quarterly in arrears (pro-rata for
partial quarters) at the end of each calendar quarter and is payable within thirty (30) days from the
last day of each calendar quarter by sending an invoice to MLCAM.

Our “Apportioned Costs” shall include all Direct Costs and Indirect Costs incurred by us in
providing the services as per the terms of the investment management agreement between us and
MLCAM. “Direct Costs” means, all costs that are specifically attributable to the supply of the
services and include, but are not limited to, costs such as salaries and other personal expenses
directly incurred in providing the services. “Indirect Costs” means, all costs that are not Direct
Costs that are related to the supply of the services. Indirect costs include, but are not limited to,
costs such as overhead expenses. MLCAM US will allocate these costs based on the appropriate
allocation key to estimate the usage of those costs in providing the services to MLCAM.
Apportioned Costs will not include any custodian fees incurred by a Portfolio or any trading fees
(including brokerage commissions and fees), with such fees being borne by the relevant Portfolio.

We may, subject to a written agreement with MLCAM, make further reasonable adjustments to any
or all fees and expenses due hereunder from time to time.

Except as otherwise agreed between us and MLCAM, all expenses incurred by each party shall be
the responsibility of such party, including, but not limited to, legal fees, accounting fees, auditing
fees, taxes, and other professional expenses. MLCAM will arrange for brokerage commissions and
custodial fees, if any, to be paid directly from the applicable Portfolio to the broker dealer or
custodian.

For the Portfolios, MLCAM US only receives advisory fees from MLCAM and does not receive any
fees from any third parties or affiliates (including any investment managers or clients).

Fees and Expenses For the Private Funds (“Partnership(s)”)

The below descriptions pertain to the MLC Private Equity Partners LP fund and the MLC Private
Equity Partners Feeder-AIV, LP fund, formed as an Alternative Investment Vehicle of MLC Private
Equity Partners, LP, and not as a parallel vehicle (the “Partnerships”). The Partnerships pays
MLCAM US a management fee (the “Management Fee” and collectively, the “Management Fees”)
to MLCAM US, beginning on the closing, (i) with respect to investee funds, at the investee fund fee
rate on the invested capital of the investee funds held by the Partnership’s master fund as of the
end of the quarter immediately preceding the quarter for which such Management Fee is being
calculated and (ii) with respect to direct investments, at the direct investment fee rate on the

invested capital of the invested funds held by the Partnership’s master fund as of the end of the
quarter immediately preceding the quarter for which such Management Fee is being calculated, as
determined by the General Partner in its reasonable discretion; provided that for the first full or
partial calendar quarter following the closing, the Management Fee in respect of the investee funds
shall be based on the invested capital of the investee funds held by the Partnership’s master fund.

The “Investee Fund Fee Rate” means (i) beginning as of the closing until the fifth anniversary
thereof, 0.5% per annum, (ii) beginning as of the fifth anniversary of the closing until the tenth
anniversary of the closing, 0.375% per annum, (iii) beginning as of the tenth anniversary of the
closing until the termination of the Fund, 0.25% per annum.

The “Direct Investment Fee Rate” means (i) beginning as of the closing until the fifth anniversary
thereof, 1.0% per annum, (ii) beginning as of the fifth anniversary of the closing until the tenth
anniversary of the closing, 0.75% per annum, (iii) beginning as of the tenth anniversary of the
closing until the termination of the Fund, 0.5% per annum.

No Management Fee will be payable by the Partnerships with respect to the interests held by the
partners making the sponsor capital subscription. All of the amount of any directors’ fees,
transaction fees (including broken deal fees), monitoring fees, merchant banking fees, consulting
fees, placement agent fees and any other fees relating directly to a portfolio investment received
by MLCAM US, the General Partner or any of their affiliates in connection with an investment by the
Partnerships, will reduce the Management Fee.

MLCAM US may waive whole or in part such a management fee payable by the Partnerships in
respect of the interest in the Partnership of the General Partner or any limited partner, including
directors, employees and affiliates of the General Partner or MLCAM US.

Except as otherwise provided herein, the General Partner for the Partnerships will be responsible
for all its day-to-day operating expenses, including office overhead and compensation of
employees. The Partnerships will be responsible for the ticking fee in connection secondary
transactions as well as all other expenditures relating to the activities, investments, and business
(all such fees and expenditures collectively, “Fund Expenses”), including:

(a) travel and accommodations, printing, legal, accounting, valuation, filing, marketing,
information technology systems and other expenses incurred by the Partnerships, the General
Partner, the Advisor or their affiliates in connection with the start-up and organization of the
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Item 7 - Types of Clients

MLCAM US, through the PE Team, offer investment advisory services as sub-advisor to MLCAM,
our affiliated entity, which is the investment manager to the Trusts (which house the
Portfolios). MLCAM US also provides investment advice to Private Funds offered exclusively to
qualified investors pursuant to Section 3(c)(7) of the Investment Company Act of 1940 and are
therefore not required to register as investment companies under the Investment Company Act of
1940, in reliance upon certain exemptions available to Private Funds whose securities are not
publicly offered.

Private Funds may be offered to both U.S. and non-U.S. investors that generally include, but not
limited to, corporations, other business entities, institutional and qualified individual investors.

The current Private Funds, where MLCAM US is the investment advisor, are closed end funds and
are not available to new investors. With the closing of the secondary transactions and the Private
Funds, there were no minimum investment requirements for the current Limited Partners. For
future Private Funds, whether a minimum investment will apply is dependent on whether the
Private Fund is an open-ended fund and subject to the terms of future Private Fund governing
documents.