MSD Partners LP

FEES AND COMPENSATION

Advisory Fees and Compensation

A full list of fees and expenses applicable to each Client, including the terms under which such
fees and expenses will be paid, reduced, offset or otherwise limited, are set forth in detail in
each Client’s Organizational Documents. A brief summary of such fees and expenses is
provided below.

Management Fees

Client investors generally pay the Adviser a quarterly management fee for investment
management services that is deducted from the investor’s capital account in advance based on
the gross asset value, net asset value or invested capital with respect to each investor’s shares
or interests (the “Management Fee”). Management Fees are charged quarterly or semi-annually
in advance as set forth in the applicable Organizational Documents and the Adviser has the
right to adjust or refund Management Fees that are paid in advance, depending on the facts and
circumstances. In no event shall Management Fees be paid to the Adviser more than six months
in advance. In the event that an investor makes a capital contribution to a Client other than as
of the first day of a quarter, a pro rata portion of the quarterly Management Fee in respect of
such investor, based on the actual number of days or months remaining in such quarter, will be
paid to the Adviser by the investor. In the event that any investor’s Management Fee is reduced
in connection with a withdrawal or redemption other than as of the last day of a quarter, the
Adviser generally will adjust the Management Fee in an amount equal to the pro rata portion
of the Management Fee, based on the actual number of days or months remaining in such
quarter. In the event a Client’s term is extended, the Adviser is typically permitted, subject to
any requirements in the Organizational Documents and agreements with investors, to charge
Management Fees during such extension. In the sole discretion of the Adviser or its affiliates,
the Management Fee will be waived, reduced or calculated differently with respect to certain
underlying investors in Clients or separately managed account investors, the general partner or
partners, manager, members, investment professional, shareholder, officer, personnel or
affiliates of the general partner or the Adviser, and each of their respective family members,
trusts, charitable programs, endowments, foundations or other entities established by or for the
benefit of such person or his or her family members (each a “Related Investor”) and DFO
Management, LLC (“DFO Management”), the family office that was established to exclusively
manage the capital of Dell Technologies, Inc.’s founder and Chief Executive Officer, Michael
Dell, and his family.

Certain relevant Clients’ Organizational Documents provide that the Clients’ Management
Fees will be calculated and charged on a basis that is not tied to the Client’s then current net
asset value. As further specified in the Organizational Documents, from the management fee
commencement date of the relevant Client until a date specified in the Organizational
Documents (the “Adjustment Date”), Management Fees generally will be charged based on a
formula tied to such Client’s aggregate commitments and net cost basis. After the Adjustment
Date, Management Fees generally will be charged and calculated based on a formula tied to (i)
the relevant limited partner’s commitment to the Client and aggregate capital contributions or
(ii) the net cost basis of the Client’s aggregate investment(s) that have not been disposed of

(not including any investments the fair value of which have been permanently reduced to zero
(such excluded investments, the “Impaired Value Investments”)). Due to differences in the
criteria set forth in their respective Organizational Documents, in the event where more than
one Client participates in an investment, there is the possibility that an investment will become
an Impaired Value Investment for purposes of one Client’s Organizational Documents but not
those of one or more other Clients.

“Net cost basis” is the amount of capital invested in each investment by the Client from any
source, including called capital, Client-level borrowings and recycled capital, less amounts
representing a return of such capital from the disposition of such investment. Note the net cost
basis of each investment may be higher or lower than the fair value. For the avoidance of doubt,
net cost basis is not adjusted for capital usage fees. Where the fair market value of an
investment exceeds the total amount of investment contributions relating to such investment,
post-Adjustment Date Management Fees will not be calculated based upon such appreciated
value, and instead will be calculated in accordance with relevant Clients’ Organizational
Documents.

As a result, the amount of Management Fees generally will not correspond with fluctuations in
the net asset value of individual investments or of a Client, including following the relevant
Adjustment Date, and will not be reduced in connection with any write downs (whether
temporary or permanent) or write offs except in the case of Impaired Value Investments. Except
where the Organizational Documents expressly provide to the contrary, Management Fees will
not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions
(e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-
over investments, extraordinary dividends or similar transactions or in circumstances where
one or more other Client(s) divest their respective investment(s) (including credit investments)
in the relevant portfolio company, whether in whole or in part, in each case in circumstances
that do not result in the complete disposition of the relevant Client’s interest therein, and even
in cases where the value of the Client’s investment or the Client’s ownership percentage in
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TYPES OF CLIENTS

The Adviser provides investment advice to its Clients, which as described above includes
various pooled investment vehicles (or funds), single investor funds and separately managed
accounts. Investment advice is generally provided directly to its Clients (subject to the
discretion and control of the applicable general partner

 of each such Client) and not to individual investors in each Client unless the Client is a
separately managed account.

The Adviser’s underlying investors are comprised primarily of family offices, endowments,
foundations, banks, insurance companies, private corporations, public and private retirement
and pension plans, sovereign wealth funds, high net worth individuals and BDT & MSD
personnel. Generally, these underlying investors are required to meet certain qualifications,
such as being (a) an “accredited investor” within the meaning of Rule 501 of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), (b) a “qualified purchaser”
as defined in Section 2(a)(51) of the Investment Company Act, or (c) a “knowledgeable
employee” within the meaning of Rule 3c-5 of the Investment Company Act.

The Adviser generally establishes minimum investment commitments for investors in Clients.
The general partner of each Client may in its sole discretion permit investments below the
minimum amounts set forth in the Organizational Documents of such Client. Investors with
investment commitments below certain thresholds may incur Management Fees that are
greater than the Management Fees paid by other investors.