NexPhase Capital LP

Item 5.    Fees and Compensation

A.     Advisory Fees and Compensation

Management fees, performance fees and other fees we earn can be negotiated. The fees we charge
are described in detail in the relevant private placement memoranda or other offering documents,
limited partnership agreement (or analogous organizational document) of each NexPhase Client,
separate investment and advisory, investment management or portfolio management agreements,
or side letters with investors in the NexPhase Clients (collectively, the “Governing Documents”).
Generally, until a date specified in the Governing Documents (the “Stepdown Date”), we charge
between a 1.5 and 2 percent management fee annually on aggregate capital commitments
(“Commitments”). Effective as of the Stepdown Date, management fees generally will be charged
and calculated based on a formula tied to the amount of investment contributions made (or payable
pursuant to outstanding capital calls for certain Fund indebtedness and the amount of any
capitalized supplemental fees (as discussed below) or expenses, including expenses of Operating
Partners and the Executive Advisory Board) by the relevant Fund relating to the Fund’s aggregate
investment(s) in portfolio companies that have not been disposed of or permanently written down
(such investments, “Impaired Value Investments”).

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. Under the Governing Documents, where the fair market value of a
Fund’s aggregate investment in a portfolio company exceeds the total amount of investment
contributions relating to such portfolio company, 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,
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 aggregate investments in a portfolio company meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of management fees otherwise payable relating to such Impaired
Value Investment will be reduced solely based on the ratio of the fair value of each relevant
remaining aggregate investment in a portfolio company as compared against the amount of total
investment contributions relating to such portfolio company as of the date of the relevant event.
Due to differences in the criteria set forth in their respective Governing Documents, in the event
where more than one NexPhase Fund participates in an investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one NexPhase Fund’s
Governing Documents but not those of one or more other Funds.

As a result, and as is generally the case for private equity funds, the amount of management fees
generally will not correspond with fluctuations in the net asset value of individual investments,
aggregate investments in a portfolio company or of a Fund, including following the relevant
investment period, and will not be reduced in connection with any write downs, except in the case
of Impaired Value Investments. Except where the Governing 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 dividend recapitalizations) or reorganizations,
restructurings, roll-over investments, extraordinary dividends or similar transactions, in each case
in circumstances that do not result in the complete disposition of the relevant Fund’s interest
therein, and even in cases where the value of the Fund’s aggregate investment or the Fund’s
ownership percentage in such portfolio company has been reduced (including substantially
reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
supplemental fees (as discussed below) and expenses paid to third parties, such as service providers
(including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction
counsel), transaction service providers and their respective affiliates, personnel and related
investment vehicles (together, “Service Providers”)), Operating Partners or members of the
Executive Advisory Board, NPC or its affiliates). Further, management fees generally will not be
reimbursed or refunded under the Governing Documents in the event of realizations, dispositions
or partial write-downs that occur partway through the relevant calculation period.

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.

“Carried interest” (i.e., performance-based compensation) is generally assessed periodically
according to the Governing Documents of the relevant NexPhase Fund, and in the discretion of
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Item 7.    Types of Clients

NexPhase provides investment advice (including sub-advisory services to the Moelis Funds) solely
to the NexPhase Clients, and references throughout this Brochure to “clients” and to NPC’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
U.S. or non-U.S. laws and operated as exempt investment pools under the Investment Company
Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment
Company Act”). 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 NPC and its affiliates and members of their families, Operating Partners, Executive
Advisory Board members or other Service Providers retained by NPC or a Fund, as well as
executives of portfolio companies.

The NPC GPs also generally are permitted to establish Funds that are alternative investment
vehicles in order to permit one or more 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 related NexPhase Client.

We typically impose a minimum investment in connection with participating in a NexPhase Fund,
often $5 million, although this minimum may be waived at our discretion. Interest in the Funds are
offered and sold solely to accredited investors that are also qualified clients (or qualified
knowledgeable employee NPC personnel).