MMF Capital Management V LLC

Fees and Compensation

                                                                                                     Item 5, ADV Part2A

In general, MMF V receives a management fee in connection with the advisory services it provides to the
Funds and may receive additional compensation in connection with the management and other services
performed for and paid by the Portfolio Companies. MMF V and the General Partners receive a carried
interest or other contingent fee based of the performance of each respective Fund (see “Performance
Based Fees and Side by Side Management”). Investors in the Funds also bear certain fund expenses, as
further described below. Investors should refer to each Fund’s respective Limited Partnership Agreement
for the detailed fee provisions.

Management Fees

Each of the Funds pays to the General Partners or the Adviser, as directed by the respective Fund’s
General Partner, a management fee (the “Management Fee”), payable quarterly in arrears within 10 days
following the end of each calendar quarter. The fee structure varies based on the size of an Investor’s
commitment.

Generally, MMF V’s fee schedule for both Fund V and Fund V SBIC during the investment period is as
follows:
                             Investor Commitment                       Percentage of Capital
                                                                          Commitments
                                   < $15,000,000                              1.75%
                             $15,000,000 – 19,900,000                            1.5%
                              $20,000,000 and above                             1.25%

Generally, MMF V’s fee schedule for both Fund V and Fund V SBIC after the investment period is as
follows:
                             Investor Commitment                      Percentage of Average
                                                                          Investments*
                                   < $15,000,000                                 1.5%
                             $15,000,000 – 19,900,000                           1.25%
                              $20,000,000 and above                              1.0%
*Average Investments means, with respect to any quarter, the average of the aggregate cost of the Funds’ portfolio investments.
adjusted for realizations or writeoffs, as of the last day of each calendar month in such quarter.

Fund V SBIC has applied to obtain Small Business Investment Company (“SBIC”) license from the U.S.
Small Business Administration. As such, it is anticipated that in future periods, a portion of Fund V
SBIC’s investable capital will consist of debentures drawn from SBA as part of its SBIC program. To the
extent drawn debentures are utilized to fund investments, MMF V’s fee schedule for drawn debentures
over the life of Fund V SBICI will be as follows:

                         Investor Commitment                   Percentage of Drawn
                                                                   Debentures*
                              < $15,000,000                             2.0%
                        $15,000,000 – 19,900,000                        1.75%
                         $20,000,000 and above                          1.5%
                           *Management fees will not be charged on undrawn debentures.

The Management Fee for the quarter that includes the initial closing date to the Investment Period shall
be prorated for the actual number of days in such period. More information about fees to be paid to the
Adviser is contained in each Fund’s respective Limited Partnership Agreement.

The General Partners shall not, in their capacity as general partners of the Funds or in any other capacity,
be entitled to receive any salary, fees, compensation, profits, reimbursements, or distributions from the
Funds, other than fees, compensation, profits, reimbursements, distributions, and allocations as outlined
in each Fund’s respective Limited Partnership Agreement.

The Management Fee and any other payments due to MMF V from the Funds are typically deducted
from the investors’ quarterly cash distributions, as prorated to each investor. To the extent a quarterly
cash distribution is less than the amount due, a capital call may be initiated to cover any shortfall.

The Funds invest on a long-term basis. Accordingly, investment advisory and other fees are expected to
be paid, except as otherwise described in each Fund’s respective Limited Partnership Agreement, over the
term of the Funds and investors generally are not permitted to withdraw or redeem interests in the Funds,
as described more fully in each Fund’s respective Limited Partnership Agreement.

As further specified in each Fund’s respective Limited Partnership Agreement and as described below, the
Management Fee for the Funds may be reduced in an amount equal to a portion or all of any investment
fees (i.e., closing fees, amendment fees or other transaction-related fees) earned by MMF V in connection
with a portfolio investment and service fees (i.e., fees paid by the Portfolio Company in connection with
monitoring, consulting or business services provided by MMF V).

Other Compensation

MMF V may provide certain business or consulting services to Portfolio Companies and may receive

compensation from these companies in connection with such services. These services may include
analysis of acquisition targets, developing corporate strategy and assistance in debt financing. As described
in more detail in each Fund’s respective Limited Partnership Agreement, these fees are distributed to the
Funds’ investors.

Transaction Costs/Expenses

In addition to the Management Fee and carried interest payable to MMF V, the Funds bear certain
expenses. As detailed more fully in each Fund’s respective Limited Partnership Agreement, the Funds are
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Types of Clients

                                                                                        Item 7, ADV Part2A

MMF V provides investment advice exclusively to private investment funds which may include
investment partnerships or other investment entities formed under domestic law and operated as exempt
pools under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The
investors participating in private investment funds may include insurance companies, pension and profit-
sharing plans, individuals, banks or thrift institutions, trusts, estates or charitable organizations or other
corporations or business entities and usually include, directly or indirectly, the Managers and certain other
investment professionals of MMF V and its affiliates.

For third-party investors, Fund V has a minimum investment amount of $1,000,000, and Fund V SBIC
has a minimum investment amount of $500,000, either of which may be waived by each Fund’s respective
General Partner on a case-by-case basis. Interests in the Funds have been offered and sold solely to
institutional or other accredited investors or to qualified knowledgeable MMF V personnel.

              Methods of Analysis, Investment Strategies and Risk of Loss

                                                                                       Item 8, ADV Part2A
General

The General Partners and the investors of the Funds have selected MMF V to provide day-to-day
investment advisory services, subject to the terms of each Fund’s respective Limited Partnership
Agreement and the supervision of the advisory boards for the Funds. Accordingly, MMF V’s investment
methodology is described below.

MMF V focuses primarily on purchasing subordinated notes of lower middle-market companies. While
there are exceptions, individual investments are typically $3 million to $15 million in size and, in addition
to the subordination debt, often include a non-control equity component. The Funds’ capital is used to
finance private equity-led leveraged buyouts, management buyouts, acquisitions, recapitalizations and
growth. MMF V generally pursues transactions involving privately-held companies and the investments
are privately negotiated. An effort is made to maintain a broad industry focus, with historical investments
in the value-added distribution, for-profit post-secondary education, business services, light
manufacturing and healthcare industries.

There can be no assurance that MMF V will achieve the investment objectives of the Funds and a loss of
investment may be possible.

Investment Strategy

Investment Evaluation
Responsibility for evaluating each investment opportunity is typically assigned to a team of two to three of
MMF V’s investment professionals. This team updates the entire investment team at regularly scheduled
review meetings (normally held weekly) and more frequently on an informal basis. The evaluation process
begins with an assessment of the business and its strategy, competitive position, financial performance
and management team. For the opportunities that progress towards closing, MMF V conducts extensive
diligence regarding all aspects of the business. In addition, MMF V typically engages third-party advisors
(if advisors have not been engaged by another outside investor) on behalf of the Funds to assist in the
analysis of the business prospects of the Portfolio, the competitive environment and/or verify various
aspects of its financial results. The evaluation process eventually culminates in an investment
memorandum in which the team presents all aspects of the diligence process and its conclusions,
including outlining the identified risks of the specific investments and the investment team’s view of the
mitigants to those risks. The investment team also reviews the overall investment strategy and initiatives
to be pursued during the investment horizon, the contemplated capital structure, the forecasted returns
and the anticipated sources of a realization for the investment.

Investment Structure
The Funds typically invests in subordinated notes with a minority equity co-investment. The subordinated
notes typically feature a cash interest coupon payable on a quarterly basis. Additionally, interest paid-in-
kind (i.e., non-cash interest compounded to the balance of the note quarterly) may be utilized in
conjunction with the cash coupon. The term of the notes will generally be five to seven years with no
amortization of principal until maturity. The notes are contractually subordinated to the senior
indebtedness of the issuing Portfolio Company. Equity securities or warrants will typically be purchased
or acquired in conjunction with the purchase of the subordinated notes, providing the Funds with
minority equity participations in the Portfolio Companies.

It should be noted that 85% or more of the debt securities may be unsecured, i.e., do not have a lien on
any of the Portfolio Company’s assets. Certain of the Funds’ notes are secured by a second lien on the
borrower’s assets, subordinated to that of the senior lender. These notes often carry a lower interest rate
in exchange for the security.

Investment Monitoring
Post-closing, MMF V monitors a Portfolio Company’s performance through reviewing monthly financial
reporting packages, attendance at quarterly board or management meetings, and obtaining industry
information from third-party sources in order to provide insights to potential changes in business
prospects or strategic direction as early as possible. The Managers or other investment professionals of
MMF V may serve on the Portfolio Company’s respective boards of directors as members or observers.
MMF V will spend more time, including the retention of outside advisors, to support management and
monitor the investment as necessary.

Investment Income and Realization
MMF V normally anticipates an investment period of three to seven years, during which time the
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