MPE MGT Co LLC

Item 5: Fees and Compensation
General

MPE provides investment advisory services to each of the Funds and the Co-Invest Fund pursuant to
separate investment advisory and/or letter agreements (the “Agreements”). The Agreements for each Fund,
along with specific organizational documents of the Fund, set forth in detail the fee structure relevant to
each such Fund.

MPE typically receives a management fee based on a percentage of a Limited Partner’s Committed Capital
and fee income related to services provided to the Funds’ portfolio companies. Additionally, the Funds’
General Partners earn carried interest on the Funds’ profits in accordance with the respective Governing
Fund Documents. Investors should carefully review the Governing Fund Documents to fully understand
the total amount of fees and expenses that they will bear directly or indirectly as a Limited Partner. A
summary of these fees and expenses follows.

Management Fee

As stated in the Funds’ Governing Fund Documents, a Limited Partner initially (i.e., during the Investment
Period) bears a management fee based on a percentage of Committed Capital. MPE Fund I Limited
Partners initially pay an annual fee equal to 2.5% of their Commitment1, while the Limited Partners of
MPE Fund II, MPE Fund III, and MPE Fund IV initially pay an annual fee equal to 2.0% of their
Commitment1 (“Management Fee”). The Co-Invest Fund does not charge management fees to its Limited
Partners.

Upon the earlier to occur of (i) the end of the Investment Period of the Fund and (ii) the first capital
contribution to a successor fund, the Management Fee is based on a percentage of such Limited Partner’s
invested capital until the last day of the Fund’s term.

The Management Fee is typically paid quarterly in advance, although MPE retains the right to delay the
timing of its receipt of the Management Fee at its sole discretion.

In addition, the General Partner is permitted to fund a portion of its capital contributions by offsetting a
portion of the Management Fee (“Commitment Offset”).

Other Fees

 Certain Limited Partners in MPE’s Funds may have Management Fees paid on a different basis per Side Letters as
compared to the Funds’ Governing Fund Documents

                                                                                              March 2026

MPE has executed management agreements with certain of the Funds’ portfolio companies, where MPE’s
investment in the portfolio companies has typically been made through one or more holding companies,
whereby the portfolio companies agree to compensate MPE for advice related to the development and
implementation of strategies for improving the operating, marketing or financial performance of the
company, including fees related to the consummation of add-on acquisitions, structuring, closing, exit and
similar fees (“Portfolio Company Fee Income”).

Fee income as defined in the Governing Fund Documents also includes the following: transaction,
monitoring, advisory, investment banking, directors, break-up or other similar fees (including cash and
non-cash fees with any options, warrants, or similar rights), and any employment or other compensation
received by the Fund’s Manager, its General Partner or affiliates either from portfolio companies or in
connection with portfolio investments or proposed but unconsummated portfolio investments (together
with Portfolio Company Fee Income, “Fee Income”). Fee Income does not include compensation that the
Funds paid to Senior Advisors or Executive Council members (see paragraphs on “Senior Advisors” and
“Executive Council Fees and Expenses” in this Item 5), or reimbursements for expenses that are incurred
directly in connection with the acquisition, disposition or operation of a portfolio company.

The Governing Fund Documents further provide that fees or other compensation paid to MPE or its
affiliates with respect to services provided to a portfolio company must be reasonably consistent with
current and customary fees received by third parties in the industry, and approved by the portfolio
company’s board, general partner or managing member.

Fee income paid to MPE will be offset against Management Fees paid by Limited Partners (see
“Management Fee Offsets”).

Management Fee Offsets

Management Fees paid by Limited Partners are offset by the sum of Fee Income (net of related out-of-
pocket expenses), any Commitment Offset, and Excess Organizational Expenses (“Management Fee
Offsets”). Excess Organizational Expenses include costs and expenses incurred in the formation and
organization of, and sale of interests in, the Funds, any parallel Funds or the General Partner (e.g., out-of-
pocket legal, accounting, printing, consulting, travel, administrative and filing fees and expenses) that
exceed $600,000 in the aggregate for MPE Fund I, $750,000 in the aggregate for MPE Fund II, $950,000
in the aggregate for MPE Fund III, $1.4 million in the aggregate for MPE Fund IV, and payments paid to
placement agents.

The aggregate amount of the Management Fee Offset is 100% for MPE Fund I and 80% for MPE Fund II
and MPE Fund III. In MPE Fund IV, the Management Fee Offset is 80% until such time as the Firm’s
20% share equals an aggregate amount of $10.0 million; subsequently, the Management Fee Offset
increases to 100%. Compensation paid to Executive Council members (and, for the avoidance of doubt,
compensation paid to Senior Advisors when that program was still active prior to 2021) or any amounts
reimbursed to MPE in respect of such compensation is not included in the calculation of Management Fee
Offsets. To the extent that Management Fee Offsets reduce the Management Fee below zero, such credit is
carried forward for future application.

Carried Interest

A portion of each Fund’s net investment profit is allocated to the capital account of its General Partner as
“carried interest.” The manner of calculation of such carried interest is disclosed in the Governing Fund
...

Item 7: Types of Clients
MPE provides discretionary management and advisory services to the Funds and the Co-Invest Fund
directly, subject to the direction and control of the General Partner of each Fund, and not individually to
the Limited Partners. Investors in the Funds and the Co-Invest Fund may include, but are not limited to,
high net worth individuals, pension plans (corporate, state and foreign), sovereign wealth funds,
endowments, foundations, banks, pooled investment vehicles (e.g., funds-of-funds), trusts, estates or
charitable organizations, and corporate or business entities.

The minimum commitment for a Limited Partner is outlined in the Governing Fund Documents; however,
a Fund’s General Partner maintains discretion to accept less than the minimum investment threshold.
Investors will be required to meet certain suitability qualifications, such as being an “accredited investor”
within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Investors will
be required to make certain other representations including, but not limited to, that (i) they are acquiring an
interest for their own account, (ii) they received or had access to all information they deem relevant to
evaluate the merits and risks of the prospective investment and (iii) they have the ability to bear the
economic risk of an investment in the Fund. Details concerning applicable Investor suitability criteria are
set forth in the respective Governing Fund Documents and subscription materials, which are furnished to
each Investor.