Moelis Asset Catalyst Partners LLC

Item 5.       Fees and Compensation

A. Advisory Fees and Compensation

With respect to each Limited Partner, Catalyst shall be entitled to an annual management fee,
payable quarterly in advance at the beginning of each calendar quarter. Through the end of the
investment period the management fee will equal 0.75% of a Limited Partner’s commitment and
thereafter, the management fee will reduce by 10% per year.

B. Other Fees and Expenses

The Catalyst Fund will be responsible for all other direct and indirect expenses (“Operating
Expenses”) of the Catalyst Fund (which are not reimbursed by the Underlying Funds), as more
fully described in the Partnership Agreement, including without limitation fees, costs and expenses
associated with implementing the Catalyst Fund’s investment program (such as researching,
acquiring, monitoring and disposing of investments), ongoing operational expenses associated
with issuing Interests, placement fees, costs associated with direct and indirect indemnification
obligations and other costs associated with maintaining the Catalyst Fund (such as legal and
regulatory filings and issuing investor reports). Such expenses will generally be allocated among
the Catalyst Fund entities based on aggregate committed capital to each vehicle, subject in each
case to adjustments to be made by the General Partner for legal, tax, regulatory, equitable, or other

 considerations. Investors who invest in single Catalyst Fund investment will only be allocated
 their share of expenses related to that investment.

 The Catalyst Fund’s Operating Expenses include all costs and expenses incurred by the Catalyst
 Fund relating to the offering and sale of Interests, including fees and expenses charged by or paid
 to placement agents (“Placement Fees”). Generally, however, Catalyst will waive its Management
 Fees (as permitted by the Partnership Agreement) by the amount of the placement fees otherwise
 borne by the Catalyst Fund. The amount of any such waiver shall be effected as an offset against
 the management fees otherwise due and payable such that each quarterly installment of the
 Management Fee calculated with respect to each Limited Partner shall be reduced, but not below
 zero, by the amount of such Limited Partner’s pro rata share (based on commitments of the Limited
 Partners) of all Placement Fees incurred since the preceding quarter. To the extent such offsets
 would reduce the Management Fee for a given quarter below zero (“excess”), such excess will be
 carried forward and reduce future payments of the Management Fee until the full amount of the
 Placement Fees has been offset.

 The Catalyst Fund will bear (or reimburse the General Partner and its related entities for) up to
 $1,500,000 of organizational and start-up expenses, including legal, accounting, printing, travel,
 filing and other organizational expenses, associated with the formation of the Catalyst Fund entities
 and the General Partner. Organizational expenses in excess of this amount may be borne by the
 Catalyst Fund, in which case the General Partner will reimburse the Catalyst Fund such amounts
 or such amounts shall be credited against the Management Fee. Organizational expenses will
 generally be allocated among the Catalyst Fund entities, based on aggregate committed capital to
 each vehicle, subject in each case to adjustments to be made by the General Partner for legal, tax,
 regulatory, equitable or other considerations.

 The Underlying Funds and any co-investments held through an investment vehicle will also be
 subject to fees, costs and expenses similar to the Catalyst Fund, which will also be borne by the
 Catalyst Fund.

 C. Revenue Share Compensation

The Catalyst Fund will seek to negotiate the right to receive an ongoing percentage share of all
management fees and incentive-based compensation calculated on a gross basis from all advisory
services provided by an Underlying Manager until the Catalyst Fund receives a numeric or other
multiple of the Catalyst Fund’s committed capital to or investment with such Underlying Manager.
Depending on the terms of our commitment agreement with the Underlying Manager, the Catalyst
Fund may be entitled to receive a share of the associated Underlying Manager’s other revenue
streams from other business lines.

Item 7.       Types of Clients

We provide investment advice solely to the Catalyst Funds. We offer interests in Catalyst Funds
only to qualified investors, typically institutional investors and eligible high-net worth individuals,
and certain knowledgeable employees. We typically impose a minimum investment in each
Catalyst Fund of $10 million although this minimum may be waived at our discretion. We may
also at our discretion offer co-investment opportunities to certain investors. Please refer to the
Catalyst Fund’s governing documents and investor offering documents for a complete description
of our terms of investment including, but not limited to, co-investment opportunities.