Moelis Capital Partners LLC

Item 5.      Fees and Compensation

A. Advisory Fees and Compensation

NexPhase, as primary provider of advisory services to the Moelis clients receives all management
fees and compensation from the Moelis Funds as paid to MCP.

MCP retains no portion of the management fees earned for its limited oversight role. The General

Partner, for which MCP is a managing member, will receive performance based compensation as
described in Moelis client official disclosure documents.

Management fees, performance fees and other fees are described in detail in the Fund limited
partnership agreement (or analogous organizational document) of each Moelis Fund, separate
investment and advisory, investment management or portfolio management documents, or side
letters with investors in a Moelis Fund (together, the “Governing Documents”) and investor
offering documents. Generally, charges are between a one and a half and two percent management
fee annually on aggregate capital commitments and/or aggregate capital contributions in addition
to a performance fee. Please refer to your Moelis Fund(s) Governing Documents for a complete
description of MCP fees and charges for your specific investment.

The management fee for the co-investments is typically one (1) percent of the co- investor’s
commitment or amount invested; however, each fee was negotiated with each investor.

B. Payment of Fees

Management fees are deducted from the assets of the Moelis Fund quarterly in advance and
collected by MCP before being passed through to NexPhase. MCP oversees the collection of fees
as part of its oversight role. Each participant in the co-investments typically pays a sponsor fee
based on the amount of the participant’s capital contributions to the co-investments. These sponsor
fees are paid in advance out of each participant’s capital contribution and are generally collected
on a quarterly basis.

“Carried interest” or performance fees are assessed periodically according to each Fund’s and each
co-investment vehicle’s governing documents, and in the discretion of the general partner or
control vehicle of the applicable fund or co-investment vehicle. These fees are typically paid out
of cash otherwise distributable to investors, such as the use of proceeds from a portfolio investment
by the Moelis clients.

No additional fees will be charged to investors as a result of the relationship between MCP and
NexPhase.

C. Other Fees and Expenses

Other fees may be paid to NexPhase or to a Moelis Fund’s general partner, managing member, or
affiliates. These fees include finders, break-up, monitoring, advisory, directors’, organizational,
set-up, investment banking, underwriting, syndication and similar fees. There may be fees relating
to deal sourcing and diligence, including expenses relating to the use of operating partners and
executive advisory board members for deal sourcing, diligence, and company management
consulting. These fees may be substantial. A certain portion of these fees may offset the
management or sponsor fees otherwise payable by investors in the Moelis Funds or participants in
the co-investments. These potential fee arrangements are disclosed in the private offering materials
and Governing Documents for each particular private offering.

Each alternative investment vehicle (“AIV”) or its affiliates comprising a co-investment will be
reimbursed for each such vehicle’s customary operating expenses. These expenses include, but are
not limited to, audit fees, insurance, indemnity or litigation expenses, taxes, filing fees or other

governmental charges, and counsel and accountant fees. Moreover, each Moelis Fund must
reimburse either MCP or NexPhase for customary operating expenses, depending the origination of
the initial outlay, as the Governing Documents of each fund more fully describe.

In addition, each Moelis Fund and AIV will pay costs and expenses relating to its activities,
including legal, auditing, consulting, costs relating to operating partner and executive advisory
board members, administration, custodian and accounting fees and expenses, travel expenses,
expenses relating to the annual meetings of the Moelis Fund’s limited partners, insurance and other
expenses associated with the acquisition, holding and disposition of each fund’s investments,
extraordinary expenses (such as indemnification and litigation costs and expenses), expenses and
costs incurred in connection with the organization, management and operation of any alternative
investment vehicles, and all fees associated with debt service obligations, if any.

Moelis clients will incur brokerage and other transaction costs, and a discussion of its brokerage
practices may be found in Item 12 of this brochure.

D. Refunds for Fees Charged in Advance

Investors in Moelis Funds and in the co-investments agree to commit a certain amount of capital to
a Moelis Fund or the co-investment in advance of its performance of any investment advisory
functions. Fees assessed against the funds and any co-investment participants are paid in advance,
from these amounts as described in Item 5.B.

Upon termination of the investment advisory agreement with a Moelis Fund or a co-investment
participant, MCP will ensure the return to such Moelis Fund or co-investment participant any paid
but unearned portion of the management fee. In general, such fees are pro-rated from the date of
termination to the end of the period to which the advance fee applied.

E. Compensation for Sales of Securities

Neither MCP nor its supervised persons accept compensation for the sale of securities or other
investment products.

The Moelis broker-dealer may receive compensation for the sale of securities or other investment
products. For further discussion concerning this compensation of the Moelis broker-dealer, see Item
12.

Item 7.       Types of Clients

MCP provides oversight advice solely to the Moelis Funds and co-investors, as well as vehicles
formed to effect investments to be made by the co-investors. Investment in the Moelis Funds is
closed; MCP does not intend to manage or oversee any additional accounts other than those over
which it already has oversight responsibilities.