ONCAP Management Partners LP

FEES AND COMPENSATION

The Manager and/or the general partners of the Funds generally receive management fees based on
committed or invested third-party capital and performance-based or “carried interest” allocations and could
receive certain additional fees, all as further described below. Certain Funds other than the ONCAP Funds
may not be subject to management fees and/or carried interest, all as negotiated at the time of establishment
thereof and as set forth in the relevant Governing Agreements.

Management fees and expenses are paid by capital contributions from investors in each Fund generally out
of the investor’s capital commitment (being the total amount of capital such investor has agreed to
contribute to the Fund) pursuant to capital call notices delivered by such Fund’s general partner or are paid
out of cash or assets otherwise distributable to the investors in the Fund, including cash or assets held by
the Fund after an Operating Company Investment is disposed of and before the proceeds are distributed to
investors (i.e., deducted from the assets of the Fund). Management fees and expenses may also be paid out
of reserves of the applicable Fund or by utilizing drawdowns under a Fund’s credit facility, if available
(which drawdowns are subsequently repaid through capital contributions or distributable proceeds or
reserves).

Detailed information on fees, performance allocations, expenses and any applicable offsets or caps is set
forth in the Governing Agreements, which are furnished to prospective investors prior to their investment.
Investors should review the Governing Agreements of the relevant Fund in conjunction with this Brochure
for complete information on the fees, performance allocation, expenses and any applicable offsets or caps
described herein, with respect to a particular Fund.

Management Fees

Subject to the foregoing, ONCAP Manager typically receives an annual management fee expressed as a
percentage of third-party investors’ committed capital during the relevant Fund’s investment period,
following which the applicable percentage is typically reduced and is based on the amount of third-party
invested capital remaining in unrealized investments (excluding any capital attributable to all or a portion
of an unrealized investment that is subject to a permanent write-down or write-off, as determined by the
general partner of the Fund). Where management fees are based on committed capital or the remaining
invested capital of a Fund, the management fee payable by such Fund will be due to ONCAP Manager even
if the fair value of the relevant remaining investments is below cost.

Management fees are generally paid by or on behalf of the Funds semi-annually by requiring investors to
make the necessary capital contributions or by offsetting the amount against amounts otherwise
distributable to such investors. Management fees are typically collected no earlier than the second business
day after the beginning of each semi-annual period. The Manager will from time to time accrue management
fees for a given payment period but defer collecting such fees until a later payment period. The Manager
does not charge interest on such deferred management fees.

Fund investors are generally entitled to a return of all or a portion of fees before the Manager and its
affiliates may share in the net profits of the applicable Fund pursuant to the performance allocation
described below. In addition, management fees are, in certain instances, reduced by certain other fees or
compensation received by the Manager or its affiliates or related persons, as described under “Ancillary
Fees” below, or by certain organizational, offering and other expenses borne by the Fund.

Fund investors make capital commitments to the Funds prior to the Manager’s performance of any
investment advisory functions. Management fees assessed by the Funds are paid from these amounts and

are payable in advance or in arrears (as set forth in the Governing Agreements) for each fee period. The
Manager’s services may only be terminated under limited circumstances. Should the Manager’s services to
a particular Fund be terminated before services are actually provided to the Fund for the applicable period,
fees paid in advance in respect of that Fund will generally be pro-rated from the date of termination to the
end of the relevant period and will be returned to the Fund’s investors.

The Manager generally exempts principals and employees and Onex Corporation, and could exempt certain
other persons (who could be service providers, executive management members of past or existing
Operating Companies, for example) from the payment of all or a portion of management fees and/or carried
interest. In addition, the Manager has formed, and in the future may, form co-investment vehicles that are
not subject to management fees or carried interest (as described below).

Performance Allocation (Carried Interest)

Subject to the foregoing, distributions to Fund investors are generally subject to some form of carried
interest or similar profit allocation for the benefit of such Fund’s general partner or another affiliate of the
Manager. Those distributions and any resulting performance allocations are generally made as Operating
Company Investments are fully or partially realized, are typically allocated in proportion to the investors’
funded commitments with respect to such Operating Company and are generally paid out of cash otherwise
distributable to investors in the applicable Fund. Profit allocations typically represent a share of up to a
specified percentage of distributions made by a Fund in excess of the relevant investors’ invested capital
and allocable fees and expenses (generally including the allocable amount of management fees,
organizational and offering expenses and other expenses associated with the operation and activities of the
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TYPES OF CLIENTS

The Manager provides investment advice only to the Funds and has no other clients.

The Manager requires that each investor in a Fund be an “accredited investor” as defined in Regulation D
under the Securities Act, a “qualified client” within the meaning of the Advisers Act, and typically, either
a “qualified purchaser” or a “knowledgeable employee” within the meaning of the Investment Company
Act of 1940, as amended (the “Investment Company Act”). Investors typically consist of banks and other
financial institutions, public and private pension and profit-sharing plans, insurance companies, charitable
organizations, government agencies or other institutional investors, as well as a small number of high-net-
worth individuals. Certain advisors and other service providers (including accountants, administrators,
lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other
advisors and agents) to a Fund’s general partner, a Fund or its Operating Companies may also be investors
in or co-investors alongside a Fund.

Typically, a minimum investment amount is imposed on third parties investing in the ONCAP Funds, as
described in each such Fund’s Governing Agreements.