Mountaingate Management Co LLC

ITEM 5 - FEES AND COMPENSATION

        In general, the General Partner receives a management fee and a carried interest in
connection with the provision of advisory services to its clients. The General Partner receives
additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the management fees otherwise payable to the General Partner. Investors in the Funds also bear
certain fund expenses.

Management Fees

      Fund I Fund II, and Fund III will each pay the respective General Partner, quarterly in
advance, a management fee (the “Management Fee”) equal to 2.0% on an annual basis of aggregate

Fund I, Fund II, or Fund III investor capital commitments (“Commitments”), respectively.
Investors participating in a closing after the initial closing of Fund I, Fund II, or Fund III bear the
Management Fee from the initial closing date. Upon the earlier to occur of (i) the fifth anniversary
of Fund I, Fund II, or Fund III’s final closing date, and (ii) the date the General Partner or its
Affiliates first receives or begins to accrue management fees with respect to a new equity
investment fund with objectives substantially similar to those of Fund I, Fund II or Fund III, the
Management Fee will be reduced and will equal 1.75% of (a) the aggregate Commitments funded
for investments, less (b) distributions constituting returns of capital (but only to the extent such
distributions arise from a sale of a portfolio security) and amounts relating to certain net write
downs and write-offs, as further described in the Partnership Agreement. The Management Fee
will be payable until all portfolio investments are distributed or until the respective General
Partner’s relationship with Fund I, Fund II, or Fund III is terminated for other reasons (as described
in the relevant Partnership Agreement). As a result of the formation and activation of Fund II and
Fund III, the management fee rate for Fund I and Fund II has been reduced to 1.75% pursuant to
the Partnership Agreement. The General Partner has waived receipt of a portion of the
Management Fee for each of Fund I, Fund II, and Fund III and in lieu thereof received an interest
in future profits earned by each of Fund I and Fund II and Fund III. Pursuant to the Partnership
Agreement, such an interest in profits is derived from capital contributions deemed to be made by
the General Partner, which are invested in Fund I or Fund II or Fund III by the limited partners of
Fund I or Fund II or Fund III on the General Partner’s behalf, and which operate to reduce the
amount of capital the General Partner would otherwise be required to contribute to such Fund. The
General Partner will be required to return any distributions received in respect of such deemed
capital contributions to the extent a Fund does not generate sufficient profits over its lifetime.
Where a Fund’s governing documents calculate management fees based on the amount of capital
commitments or the amount of investment contributions, the amount of management fees generally
will not be reduced based on reductions in investment value, except where specified by the relevant
Fund’s governing documents. As a general matter, management fees will be payable during term
extensions unless otherwise agreed with investors. The Adviser expects that future Funds will also
pay a management fee.

        As is generally the case in private equity funds, the governing documents provide that a
Fund’s Management Fees 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 governing documents, from the
effective date of the relevant Fund until the date specified in the governing documents (the
“Stepdown Date”), Management Fees generally will be charged based on a formula tied to the
amount of the relevant Fund’s aggregate Commitments. Further, after the Stepdown Date,
Management Fees generally will be charged and calculated based on a formula tied to the amount
of investment contributions (including, where applicable, the amount of any capitalized Offset
Fees (as defined below) or expenses, including costs of Consultants (as defined herein)) made by
the relevant Fund relating to investments that have not been realized, written down over 20% for
over two consecutive preceding quarters, until such time as such investments may be written up
above such threshold value or completely written off for U.S. federal income tax purposes (such
investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their
respective governing documents, in the event where more than one Fund participates in an
investment, there is the possibility that an investment will become an Impaired Value Investment
for purposes of one Fund’s governing documents but not those of one or more other Funds.

       Under the governing documents, where the fair market value of an investment exceeds the

total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the governing documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown (as described above), write-off, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization, such as a partial sale
or disposition, reorganization, recapitalization (including recapitalizations involving dividends),
roll-over investment in connection with a sale or dividend distribution, except in the case of
investments meeting the relevant Impaired Value Investment standard under the governing
documents.
...

ITEM 7 - TYPES OF CLIENTS

        The Adviser provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to the Adviser’s related duties to and practices on behalf
of its clients and/or investors should be construed accordingly. 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 often include, directly or indirectly, principals or other personnel of Mountaingate
Capital and its affiliates and members of their families, Consultants or other Service Providers
retained by the Adviser or a Fund, as well as portfolio company executives. Certain investors in
the Funds, affiliates of Mountaingate Capital, and/or other persons periodically co-invest side–by-
side with a Fund in portfolio companies. Under certain circumstances, the Adviser has discretion
with respect to co-investment acquisitions or dispositions. Co-investors generally do not pay a fee
for services or a carried interest to the General Partner. Any fees received by a General Partner
from a co-investor are subject to conditions described in the Fund’s Partnership Agreement.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the governing documents of the relevant Fund.

       A Fund, including Fund I, Fund II, and Fund III generally has a minimum investment
amount of $5 million for third-party investors, and interests are offered and sold solely to qualified
purchasers, accredited investors who are also qualified clients or qualified knowledgeable
Mountaingate Capital personnel. The General Partner reserves the right to waive such minimum
investment amount.