MRE Management LLC

Item 5 - Fees and Compensation

Management Services Fees

Management Services Agreements are typically entered into between MRE and the operating business (the
underlying investment of a Client). It is the operating business that pays the management services fees,
typically as a percentage of the operating business’ annual EBITDA. These management services fees are
also typically capped per year and are negotiated with MRE’s co-investors and the stockholders of the
operating business.

Management services fees are paid on a periodic basis, generally, but not exclusively, quarterly, in arrears.
These fees are typically not refundable but may deferred in some instances pursuant to the terms of the
transaction’s governing documents.

Deal Fees

MRE also typically charges a deal fee on the original platform acquisition of a portfolio company, which
is funded through the respective deal’s financing and paid through the closing funds flow (the fee is
typically a percentage of the enterprise value of the platform acquisition).

Other Economic Arrangements

There are some instances where co-investors invest directly into an operating business in which an MRE
special purpose vehicle is also invested, and in certain circumstances, MRE has economic arrangements
with those co-investors through a side letter or other agreement, as negotiated and mutually agreed upon by
and between MRE and the respective co-investor.

MRE’s Allocable Costs and Expenses

An agreement with a Client is typically structured such that the Client shall reimburse MRE for all
reasonable and documented out-of-pocket costs and expenses incurred by MRE in connection with the
business and affairs of the Client, including organizational expenses, any general or administrative
expenses, and expenses incurred in investigating, analyzing, acquiring and disposing of investments. There
are also third party costs paid by MRE from Client funds raised as part of the initial transaction to cover
ongoing Client costs. In addition, and in most cases, if MRE incurs expenses attributable to a particular
portfolio company or operating business, those expenses are paid/reimbursed by the portfolio company or
operating business to MRE and are not allocated to or paid for by Clients.

MRE MANAGEMENT, LLC                                                                      Disclosure Brochure

IT IS CRITICAL THAT INVESTORS REFER TO THE RELEVANT GOVERNING
DOCUMENTS FOR A COMPLETE UNDERSTANDING OF APPLICABLE FEES AND
EXPENSES. THE INFORMATION CONTAINED HEREIN IS A SUMMARY ONLY AND IS
QUALIFIED IN ITS ENTIRETY BY SUCH DOCUMENTS.

Item 7 - Types of Clients

As previously mentioned, MRE provides its services to Clients that are exempt from registration under the
Investment Company Act pursuant to Sections 3(a)(1), 3(c)(5)(C), 3(c)(6), 3(c)(7) or 3(c)(1) thereof.

MRE will offer interests only to certain accredited investors and qualified investors who meet qualification
requirements under applicable securities laws and other laws. Admission to Clients is not open to non-
accredited investors.

The minimum capital commitment to invest in a Client varies, depending on the Client; however, the
Client's managing member or general partner generally has the discretion to accept any capital commitment
amount, once an investor elects to invest. All investors are subject to applicable financial sophistication
requirements and MRE requires investors who are charged performance-based fees to be "qualified clients"
("Qualified Clients"), as defined in Rule 205-3 of the Advisers Act. In addition, MRE requires that U.S.

MRE MANAGEMENT, LLC                                                                    Disclosure Brochure

investors be "accredited investors" as defined in Regulation D under the Securities Act and that non-U.S.
investors satisfy the requirements of Regulation S under the Securities Act.