OEP Capital Advisors LP

Fees and Compensation

Adviser Compensation

       The Adviser is paid a management fee (the “Management Fee”) in accordance with the
applicable Partnership Agreement or Management Agreement of the Main Funds, a portion of
which may be borne by a feeder fund or alternative investment vehicles (formed in connection
with certain transactions of the Main Funds), if applicable. The Adviser is generally not paid a
Management Fee in respect of the Partner Fund nor with respect to certain Co-Investment
Vehicles (though the Adviser is permitted to charge such fees). The Management Fee is
generally payable to the Adviser in quarterly installments in advance. With respect to the Main
Funds, the Management Fee is funded by drawdowns of unfunded capital commitments of the
Limited Partners, out of distributable proceeds and gains of the Funds, or out of cash available to
the applicable Fund, in each case in accordance with each Fund’s Partnership Agreement or
Management Agreement, as applicable.

        As specified in the Governing Documents, from the effective date of the relevant Main
Fund until a date specified in the Governing Documents (generally representing the end of a Main
Fund’s defined investment period (the “Stepdown Date”)), Management Fees generally will be
charged based on a percentage of the amount of the relevant Main Fund’s aggregate capital
commitments (“Commitments”). After the Stepdown Date, Management Fees generally will be
charged based on a percentage of contributions by a Limited Partner used to fund the cost of each
investment (including such Limited Partner’s pro rata share of any subscription line borrowing
(including interest expenses)) and the amount of any Fees (as defined below) or expenses by
such Main Fund in respect of investments in portfolio companies then held by the Fund in the
aggregate that have not been realized or completely written off (such written-off investments,
individually, or written-down investments, collectively “Impaired Value Investments”), less such
Limited Partner’s net unrealized loss. As a result, the Main Funds’ Management Fees are charged
on a basis that generally is not tied to the Main Fund’s then-current net asset value. Due to
differences in the criteria set forth in their respective Governing Documents, in the event where
more than one Fund participates in an investment, there is the possibility that an investment will
become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not
those of one or more other Funds.

        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 or reorganizations, restructurings, recapitalizations (including recapitalizations
involving dividends), roll-over investments, extraordinary dividends or similar transactions, in
each case in circumstances that do not result in the complete disposition of the relevant Main
Fund’s interest therein, and even in cases where the value of the Main Fund’s investment or the
Main Fund’s ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction.

        In many circumstances, the cost component of such post-Stepdown Date Management Fees
will include capitalized transaction-specific fees and expenses of unrealized investments, including
certain fees (such as Fees) and expenses paid to services 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 Professionals (as defined below), the Adviser or its affiliates.
Further, Management Fees generally will not be reimbursed or refunded under the applicable
Governing Documents in the event of realizations, dispositions, write-offs or partial write-downs
that occur partway through the relevant calculation period.

         Installments of the Management Fee payable for any period other than a full quarterly
period are adjusted on a pro rata basis according to the actual number of days in such period.
Certain Limited Partners of the Main Funds are permitted to pay a reduced Management Fee vis-
à-vis other Limited Partners in the Main Funds. Limited Partners of the Main Funds that are
affiliates of the Adviser are generally exempt from paying a Management Fee to the Adviser. As a
general matter, Management Fees will be payable during term extensions unless otherwise agreed
with investors.

        The applicable Governing Documents set forth the full list of terms under which
Management Fees will be reduced, offset or otherwise limited, and consequently investors should
expect to bear the full specified Management Fee rate in such Governing Documents until they are
reduced in the circumstances and on the date(s) specified therein. The Management Fee
calculated with respect to each Limited Partner of the Main Funds is typically subject to reduction
for certain amounts, including: (i) such Limited Partner’s pro rata share of any placement fees
paid or payable by the Fund in such calendar year, to the extent such Limited Partner is not
prohibited from paying placement fees (with the result that placement fees are borne by the
Adviser), (ii) such Limited Partner’s pro rata share of all director’s fees, transaction fees, break-
up fees, advisory fees, monitoring fees or other similar fees received during the specified time
period by the Adviser, the applicable General Partner, or any of their respective affiliates in
respect of the Fund’s investments (collectively, the “Fees”) and specifically included in the list
of fees that offset the Management Fee in the relevant Fund’s Partnership Agreement, (iii) such
Limited Partner’s pro rata share of any Organizational Expenses (defined in the “Additional
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Types of Clients

        The Adviser provides investment advisory services solely to its Fund clients, and
references throughout this Brochure to “clients” and to the Adviser’s related duties to and practices
on behalf of its clients should be construed accordingly. Generally, Limited Partner interests in the
Funds may be purchased only by investors that are (i) “accredited investors,” as defined in
Regulation D of the U.S. Securities Act of 1933, as amended (the “Securities Act”) or
“knowledgeable employees,” as defined in Rule 3c-5 under the Investment Company Act of
1940 (the “Investment Company Act”), and (ii) (a) “qualified purchasers” for purposes of section
3(c)(7) of the Investment Company Act, (b) “knowledgeable employees,” as defined in Rule 3c-5
under the Investment Company Act, or (c) non-U.S. persons, if the Fund is organized outside of
the United States.

      Limited Partners of the Main Funds generally are required to make a minimum
commitment of $5 million, but the relevant General Partner has the discretion to waive such
minimum commitment.