Monomoy Capital Management LP

ITEM 5.        FEES AND COMPENSATION

        The following is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees, compensation,
or expenses that other Funds charge. The Limited Partnership Agreements of each Fund describe
the fees, compensation and expenses of such Fund in greater detail.

         Monomoy receives a management fee (“Management Fee”) and a carried interest in
connection with its advisory services rendered to the Funds. Consistent with the Governing
Documents of the Funds, the General Partners or other Monomoy entities or affiliates receive
additional compensation or payments in connection with monitoring and other advisory services
performed for portfolio companies of the Funds, and a portion of such additional compensation
that is allocable to the Fund’s ownership interest in the investment will generally offset, in whole
or in part, the Management Fees otherwise payable to Monomoy. As described in more detail
below, payments received for operating services provided by Monomoy’s Operating Team (as
defined below) to portfolio companies do not offset the Management Fee. Investors in the Funds
also bear certain fund expenses, as described below. Additionally, consistent with the Governing
Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by
Monomoy in connection with the services provided to the Fund and/or the portfolio companies.
Details about such fees and expenses are contained in the Governing Documents of a Fund. Further
details about certain fees and expenses are set forth below.

Management Fees

Management Fees

        The Management Fee of the Private Equity Funds is typically calculated based on
committed capital during the respective fund’s investment period and on invested capital following
the investment period. The Management Fee of the Credit Opportunities Funds is typically
calculated based on invested capital. The actual calculation of the Management Fee is set forth in
each Fund’s Governing Documents.

        On a date specified in the Governing Documents (the “Stepdown Date”), the Management
Fee of a Private Equity Fund customarily decreases and is thereafter calculated based on the
amount of invested capital associated with the Private Equity Fund’s investment(s) in portfolio
companies that are not, among other things, permanently written-off (such investments,
“Impaired Investments”) or with respect to which the Fund has completed disposed of its interest
(each, a “Disposition”). In such scenarios, the Governing Documents do not require any reduction
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or refund of Management Fees following any partial realization, dividend, distribution (including
those arising from dividend recapitalizations), restructurings, roll-over investments or similar
transactions, where the Fund has not completed disposed of its interest in the portfolio company,
even if the value of the Fund’s interests has been reduced (including materially reduced) (each, a
“Recap Distribution”) or any decrease in value (whether temporary or permanent), in each case,
except to the extent such events constitute a Disposition or Impaired Investment. under the
Governing Documents. Similarly, if the fair value of an investment exceeds the aggregate
investment contributions for that investment, Management Fees payable after the Stepdown Date
are not computed on the appreciated value and instead continue to be determined by the amount
of such investment contributions. As a result, the Management Fees generally will not track
changes in the fair value of any individual investment or of a Private Equity Fund.

        Management Fees are calculated as of the first day of each fiscal quarter and are not subject
to any adjustments except as otherwise set forth in the applicable Governing Documents. In
addition, the Governing Documents generally do not provide for the reimbursement or refund of
Management Fees in the event of Dispositions or Impaired Investments occurring mid–calculation
period.

        The Management Fees paid by a Fund will generally be reduced by a percentage of (I) the
amount of fees paid by such Fund to persons acting as a placement agent in connection with the
offer and sale of interests in such Fund to certain potential investors, (ii) the fees incurred by
Monomoy in connection with the organization of such Fund that exceed a limit specified in such
Fund’s Governing Documents and/or (iii) a certain portion of Portfolio Company Fees (as defined
and described in more detail below) attributable to fee paying investors. The amount and manner
of such reduction, if any, is set forth in the Governing Documents of the applicable Fund.

        The Management Fees and other fees and distributions described herein are generally
subject to modification, waiver or reduction by Monomoy in its sole discretion, both voluntarily
and on a negotiated basis with selected investors through Side Letter and other arrangements,
which may not be disclosed to other investors in the same Fund. Fees may differ from one Fund
to another, as well as among investors in the same Fund. Co-investment vehicles generally do not
pay Management Fees.

       A General Partner may elect and, as it relates to the Private Equity Funds, have generally
elected to waive a portion of the Management Fee in exchange for a reduction in the General
Partner’s capital contribution obligation and/or a corresponding interest in Fund profits.

        Management Fees are paid from the effective date of the Fund and through the final
distribution of the Fund’s assets. The Management Fees vary by Fund and are generally payable
partially in advance and partially in arrears for a given Management Fee period. Upon termination
of an Advisory Agreement, Management Fees that have been prepaid are returned in a manner
consistent with a Fund’s Governing Documents.
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ITEM 7.        TYPES OF CLIENTS

        Monomoy provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Monomoy’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. Investment advice is provided directly to the
Funds (subject to the direction and control of the General Partner of each such Fund, if applicable)
and not individually to investors in such Funds.

        The Funds generally include investment partnerships or other investment entities formed
under domestic or foreign laws and operated as exempt investment pools under the Investment
Company Act of 1940, as amended. The investors participating in the Funds generally include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit- sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and from time to time include,
directly or indirectly, principals or other employees of Monomoy and its affiliates and members
of their families, or other service providers retained by Monomoy.

        Each General Partner may establish a minimum commitment size for investors in a
respective Fund. The minimum investment amount may be, and frequently is, waived by the
applicable General Partner. In most circumstances, investors in the Funds must meet certain
suitability and net worth qualifications prior to making an investment in the Funds. Generally,
investors must be (i) “accredited investors” as defined under Regulation D of the Securities Act of
1933, as amended, and (ii) for certain Funds, either “qualified purchasers” or “knowledgeable
employees” as defined under the Investment Company Act of 1940, as amended. Monomoy may
waive such minimum investment amounts and qualification requirements.