Morgan Rio Capital Management LLC

ITEM 5 – FEES AND COMPENSATION
It is important that Investors refer to the applicable Fund Documents for a complete
understanding of how Morgan Rio and its affiliate are compensated for services, including in
particular with respect to performance-based compensation. Investors should also refer to
the applicable Fund Documents for a complete understanding of the expenses that will be
borne by Investors. The information contained herein is a summary only and is qualified in
its entirety by the Fund Documents.

Morgan Rio receives a management fee (the “Management Fee”), paid quarterly in advance,
calculated as a percentage between 0% - 2% of the capital account or capital commitment of each
Investor at the beginning of each quarter. Investors may not obtain a refund of any pre-paid fee.

The PE Funds’ Management Fee will be reduced by an amount equal to 80% of any origination,
commitment transaction, director’s, monitoring, advisory, topping or break-up fees (net of any
unreimbursed out-of-pocket expenses associated with transactions, whether or not consummated)
paid to the PE Funds’ GPs, the Adviser or any of their respective affiliates in connection with the
PE Funds’ activities (“Offset Amounts”).

Subject to a loss carryforward provision, the Hedge Fund GP is eligible to receive, at the end of
each fiscal year, a Performance Allocation from the Hedge Funds calculated as a percentage of
realized net profits. The calculation of the Performance Allocation is complex and Hedge Fund
Investors and prospective Hedge Fund Investors should carefully review the more detailed terms
of the Performance Allocation set forth in the relevant Fund’s offering and governing documents.

Generally, the PE Fund GPs are eligible to receive an incentive amount (the “PE Funds’ Carried
Interest”) equal to a percentage of the assets in excess of the respective Fund’s Investor’s capital
contribution at the time of distribution in accordance with the Fund’s offering and governing
documents. The PE Funds’ Carried Interest is subject to certain provisions, including, but not
limited to, a preferred return and clawback.

Management Fees, Performance Allocations and Carried Interest are generally not negotiable but
may be (and have been) waived or modified in the sole discretion of Morgan Rio or an affiliate.

Investors do not have the ability to choose to be billed directly for fees incurred.

Co-Investments

Investors in the Co-Investments, including the Coinvest Fund, bear Management Fees and Carried
Interest, the terms of which are disclosed in the applicable Fund Documents for each Co-
Investment.

Operating Expenses

The Hedge Funds bear all of their operating expenses including the fees payable to Morgan Rio,
the Administrator, legal, accounting (including third-party accounting services), the costs of any
directors’ and officers’ liability insurance, auditing, tax preparation and other professional
expenses, investment expenses such as brokerage fees and commissions, interest on indebtedness,
borrowing charges, custodial fees, bank service fees, reporting fees and expenses, research and
data/information services and expenses, director’s fees and expenses, fees and expenses (including
legal and travel expenses), directly related to sourcing, evaluating, negotiating and monitoring Fund

investments (investment-related fees and expenses, including broken deal expenses, are included
as part of the investment cost), investment management or servicing fees or income allocation and
expenses related to Platform Investments, its pro rata share of the Master Fund’s expenses,
organizational expenses, legal, tax, accounting and other expenses incurred in connection with the
issuance of interests in the Funds, and other expenses related to the purchase, sale or transmittal of
assets.

The PE Master Funds are responsible for all investment-related and operating fees and expenses
related to its operations (including those incurred by any special purpose vehicles established from
time to time), including but not limited to: (i) all fees and expenses related to the sourcing,
acquisition, management and disposition of Portfolio Investments (including any fees and expenses
incurred in connection with unconsummated transactions), including, without limitation, the fees
and expenses of professional advisers such as legal counsel (including unreimbursed legal fees in
connection with Portfolio Investments or proposed Portfolio Investments on behalf of the PE
Master Funds and disposing of those investments), travel, administrators, custodians, consultants,
bookkeeping and accountants (including audit and certification fees and the expenses associated
with the preparation of the PE Master Funds’ financial statements and tax returns); (ii) any taxes,
fees or other governmental charges levied against the PE Master Funds and the PE Master Funds’
investments; (iii) expenses associated with the preparation, printing and distribution of reports to
the PE Master Funds’ Investors and costs associated with PE Master Funds meetings and meetings
of the Advisory Committees, which are comprised of representatives of each PE Master Fund
Investors appointed by the PE Master Funds’ respective general partner, and fees of the Advisory
Committees (if any); (iv) servicing, consulting, professional, research and data services and events
and other fees directly associated with the sourcing, acquisition, holding and disposition of
Portfolio Investments, including fees and expenses related to Platform Investments and broken-
deal expenses and extraordinary expenses (such as litigation, if any); (v) any insurance, indemnity
or litigation expenses relating to the PE Master Funds’ activities; and (vi) any other expenses that
the PE Funds’ GPs reasonably determine to be expenses directly related to the respective PE Master
Fund’s activities. The PE Offshore Funds are responsible for their pro rata portion of their
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ITEM 7 – TYPES OF CLIENTS
Morgan Rio provides investment advisory services to the Funds and Co-Investments, as defined in
Item 4 above.

The Funds have offered interests only to certain qualified investors who met qualification
requirements under applicable securities laws and other laws. Admission to the Funds is not open
to the general public. The Funds are currently in wind-down mode and are not generally offering
interests to new investors.

Historically, the minimum capital commitment of a Hedge Fund Investor in each Hedge Fund was
$1,000,000 and the minimum capital commitment of a PE Fund Investor in the PE Funds was
$5,000,000, although lesser commitment amounts have been accepted at the discretion of Morgan
Rio (or its affiliate).