New Mountain Capital LLC

Item 5.        Fees and Compensation
Compensation received by New Mountain from the Funds is comprised of management fees, carried
interest and other fees.

Management Fees

As compensation for investment advisory services rendered to the Funds, NMC receives from each
such Fund a management fee that is typically calculated based on capital commitments or actively
invested capital during the applicable Fund’s investment period or actively invested capital
following the termination of such Fund’s investment period. NMC’s management fee during the
investment period has ranged from 1.5% to 2.0% of capital commitments or actively invested capital
and NMC’s management fee following the termination of the investment period has ranged from
1.0% to 1.5% of actively invested capital. Management fees for each Fund are generally charged
semi-annually in advance by drawdowns of the limited partners’ unfunded capital commitments or
out of proceeds from the Funds’ investments that would otherwise be distributable to such partners.
The management fee for a Fund is reduced by the amount of excess organizational expenses paid
by investors in a Fund, as well as by a specified percentage of other fees received by NMC as
described in “Other Fees and Expenses” below. As our investors are aware, the precise amount of,
and the manner and calculation of, the management fees for each Fund are established by NMC
through negotiations with investors in the applicable Fund and are set forth in such Fund’s
Governing Documents. The management fees are generally subject to modification, waiver or
reduction by NMC in its sole discretion, both voluntarily and on a negotiated basis with selected
investors. Management fees will often differ among Funds, as well as among investors in the same
Fund. The fee structures described above will be modified from time to time as set forth in each
Fund’s respective Governing Documents.

The Governing Documents set forth the full list of terms under which management fees will be
reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified management fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein. In accordance with the applicable Governing
Documents, NMC is permitted to waive a portion of the management fees in exchange for a profits
interest in the applicable Fund. Amounts waived are used to satisfy a portion of the applicable PE
GP’s capital contributions for portfolio investments at the time of the drawdown. Amounts waived
reduce the respective Fund limited partner’s management fees otherwise due in the next semi-annual
period. Profits in excess of amounts contributed by limited partners to fund portfolio investments
(excluding amounts waived) will first be allocated to the applicable PE GP in an amount equal to
the amount waived at the time of the drawdown and then to all partners.

Carried Interest

As general partner of a Fund, the applicable PE GP is entitled to performance-based allocations and
distributions in the form of carried interest. A detailed description of the carried interest calculation

methodology applicable to a Fund can be found in such Fund’s Governing Documents. Generally,
carried interest is calculated based on a percentage of the profits generated from a Fund’s
investments and is subject to the satisfaction of a preferred return, the recoupment of allocated losses
and fees, if any, and expenses and other criteria set forth in the Governing Documents. The
applicable PE GP may waive or defer all or a portion of the carried interest. No carried interest has
been, nor is expected to be, charged with respect to co-investment vehicles. The existence of a PE
GP’s carried interest creates an incentive for the PE GP to make riskier or more speculative
investments on behalf of the relevant Fund than would be the case in the absence of this
arrangement.

Other Fees and Expenses

To the extent specified in a Fund’s Governing Documents, NMC or another NMC entity will be
permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting
of: (i) management services or advisory consulting fees paid by any portfolio company; (ii)
transaction fees paid by any portfolio company; and (iii) other designated net fee payments received
by NMC or its partners or personnel from portfolio companies or prospective portfolio companies.
A Fund’s Governing Documents generally will provide that Supplemental Fees received by NMC
and attributable to the Fund’s investment in a portfolio company will be credited against
management fees otherwise owed to NMC in a specified percentage. The remaining amount of such
Supplemental Fees will be retained by NMC.

As a matter of practice, NMC is typically paid Supplemental Fees from, on behalf of or with respect
to co-investors and other owners of an investment, as well as other fees relating to the structuring
and administration of co-investment arrangements. The receipt of such fees will not reduce the
management fee payable by any Fund(s) that have also invested in such investment, and, as a result,
a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully
diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Fund’s
ownership of a portfolio company’s common equity, including ownership that arises through the
conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a
portfolio company, such as debt or certain debt-like investments (e.g., non-participating preferred
equity), is not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted”
basis. As a result, a Fund will not benefit from (and NMC and its affiliates are expected to retain)
the portion of any fee related to, among other items: (i) the relevant PE GP, affiliated partner or
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Item 7.        Types of Clients
The only investment advisory service provided by NMC is in the capacity of acting as the
investment adviser to the Funds. Investment advice is provided directly to the Funds and not
individually to each Fund’s investors. Each Fund’s investors are “accredited investors,” as that term
is defined by Rule 501 of Regulation D under the Securities Act, and in the case of Fund vehicles
that rely on Section 3(c)(7), “qualified purchasers” under Section 2(a)(51)(A) of the 1940 Act.
Certain Fund vehicles rely on Section 3(c)(1) of the 1940 Act and do not require their investors to
be “qualified purchasers” but limit the number of beneficial owners of their securities to 100 or less.

Details concerning applicable investor suitability criteria are set forth in the applicable Fund’s
offering documents and subscription materials. The offering documents of each Fund generally
provide for a minimum investment amount (typically $10 million), although such minimums may
be waived.