Mountain Capital Management LLC

Item 5. Fees and Compensation

In general, with the exception of co-investment vehicles (which typically do not bear any management
fees or carried interest), as compensation for investment supervisory services rendered to the Fund, the
Advisers are paid an annual management fee (“Management Fee”) and a carried interest from the Fund.
None of the co-investment vehicles advised by the Adviser existing as of the date hereof bears any
management fees or carried interest; however, the Adviser reserves the right to create future co-
investment vehicles on different terms. The Advisers or their affiliates are permitted to receive additional
compensation in connection with management and other services performed for Fund portfolio
investments (e.g., monitoring or other fees) and all or a portion of such additional compensation generally
will offset the Management Fees otherwise payable to the Advisers. In addition, investors bear additional
expenses and fees as set forth in the applicable Fund Documents. Investors should review the Fund
Documents for the applicable Fund for details regarding the fee structures summarized below. Unless
otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the applicable
Fund Documents.

Management Fees
Management Fees for a Fund that pays management fees will be paid as set forth in the Fund Documents
for such Fund and, with the notable exception of Mountain Capital Partners LP and its related parallel
fund (collectively, “Fund I”), is typically composed of a fee based on a percentage of aggregate capital
commitments.

With respect to Fund I, the Management Fee is based on the Advisers’ projected operating budget for the
applicable period.

Where the Fund Documents calculate Management Fees based on the amount of capital commitments or
the amount of investment contributions, the Management Fee will be calculated and charged on a basis
that generally is not tied to the Fund’s then-current net asset value. As further specified in the relevant
Fund Documents, Management Fees will initially generally be charged based on a formula tied to the
amount of the relevant Fund’s aggregate commitments. However, after a certain date specified in the
relevant Fund documents, a Fund’s Management Fee generally will be charged and calculated based on
a formula tied to the amount of contributed capital or the cost basis of investments made by the relevant
Fund. As a result, except where the Fund Documents expressly provide to the contrary, the amount of
Management Fees generally will not correspond with fluctuations in the Fund’s net asset value, including
where the fair market value of an investment exceeds or falls below the total amount of contributed capital
or the cost basis relating to such investment. Therefore, the Management Fee generally will not be

reduced in connection with any partial distributions, partial realizations, reorganizations and write downs
except as required by the relevant Fund Documents. As a general matter, Management Fees will be
payable during term extensions unless otherwise agreed with investors.

The Management Fee for a Fund will typically be reduced upon a successor fund commencing to pay
Management Fees. The Management Fee for a Fund is typically paid quarterly in advance. Installments
of the Management Fee payable for any period other than a full fiscal quarter period will be
proportionately adjusted to the extent provided in the Fund Documents for the applicable Fund.

As set forth in the relevant Fund Documents, a Fund’s Management Fee is reduced, although not below
zero, by a portion of directors’ fees, transaction fees, topping fees, break-up fees and success fees or
certain other fees paid to the Advisers and certain of their affiliates.

In certain instances, the Fund Documents allow the General Partner to waive or agree to reduce the
Management Fee for one or more investors without waiving or reducing it for all investors. In certain
instances, the General Partner of a Fund has waived or reduced, and expects in the future to waive or
reduce, the Management Fee for certain investors in relation to their respective investments in such Fund.
Such investors include employees and/or other persons related to the Advisers as well as third party
investors not related to the Advisers. The Fund Documents set forth the full list of terms under which a
Fund’s Management Fee will be reduced, offset or otherwise be limited, and consequently investors
should expect to bear the full specified Management Fee in the relevant Fund Documents until they are
reduced in the circumstances and on the date(s) specified therein.

The Advisers and their respective personnel can be expected to receive certain intangible and/or other
benefits and/or perquisites arising or resulting from their activities on behalf of the Funds that will neither
be subject to an offset against any Management Fees payable to the Funds nor will otherwise be shared
with the Funds, investors and/or portfolio investments. For example, airline travel or hotel stays incurred
as Fund or account expenses typically result in cash rebates, “miles,” “points” or credit in loyalty/status
programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure
exclusively to the Advisers and/or such personnel (and not the Funds, investors and/or portfolio
investments) even though the cost of the underlying service is borne by the Funds, investors and/or
portfolio investments.

Carried Interest
As noted above, with the exception of co-investment vehicles (which typically do not pay carried
interest), the General Partner is entitled to receive a carried interest for each Fund as set forth in the Fund
Documents for such Fund. The carried interest for a Fund is a specific percentage of all realized profits
in excess of a preferred return and related general partner catch-up, as more fully described in the Fund
...

Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds (as described above in Item 4).
The investors participating in the Funds include high net worth individuals, banks, insurance companies,
pension and profit-sharing plans, trusts, estates or charitable organizations, educational and research
institutions, corporations or other business entities or other investment entities, and from time to time

include, directly or indirectly, the Advisers and their employees and affiliates, as well as executives of
portfolio investments.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and the U.S. Investment Company Act of 1940,
as amended (the “1940 Act”). Investors in the Funds are required, at a minimum, to be “accredited
investors” as defined in the Securities Act. Minimum investment amounts for third-party investors vary
and may be waived by the applicable Fund’s Advisers.