RCP Advisors 2 LLC

Item 5 Fees and Compensation

While fee structures vary depending on the type of client (as explained below), the typical fee
structure for advisory services provided by the Private Capital Unit consists of: (1) a management
fee, which is typically based on a percentage of assets under management and/or capital
commitments (“Management Fee”); and (2) carried interest or performance fees, which are
performance-based, as further described under Item 6, “Performance-Based Fees and Side-by-Side
Management.” Fees are negotiable and minimum fees may be waived.

The Private Capital Unit or the client may generally terminate a separate account advisory
agreement or other governing document at any time upon 30 days’ prior written notice to the other
party unless otherwise stated by the applicable contract. Typically, termination is without the
payment of any penalty and without liability of either party to the other, except for any
compensation due for services provided through the date of termination, including performance
fees on deployed capital.

The Private Capital Unit bills separate account clients for investment advisory services. The
clients pay the fee to the Private Capital Unit based on invoices submitted by RCP. RCP does not
deduct fees from separate account clients’ assets. CPPC Fund investors’ investment advisory fees
are deducted from the investors’ capital accounts.

MANAGEMENT FEE

Management Fees are generally assessed quarterly based on a percentage of the market value of
the account or the amount of committed capital on the first day of the quarter, unless otherwise
agreed and stated in the investment advisory agreement or other governing document. If the
service is for less than the whole of any quarterly period, compensation will be calculated and
payable on a pro rata basis for that portion of the period that the assets were in the account.

Separate Accounts. The Private Capital Unit charges an annual base management fee of up to
1.5% per annum. The separate account advisory agreement or other governing document may be
subject to step downs or other variances as agreed with the client. Investments by separate
accounts in underlying funds are generally subject to lower management fee rates. Under normal
circumstances, management fees are not assessed on idle cash in the separate accounts.

CPPC Funds. With respect to the CPPC Funds, the Private Capital Unit charges an annual
management fee equal to 0.75% of committed capital in the CPPC Funds with a fee step-down to
0.50% of committed capital after four years. After 10 years, the Private Capital Unit charges an
annual management fee equal to 0.50% of the cost basis of investments of the CPPC Funds. The
management fee is payable quarterly in advance.

PERFORMANCE FEES AND CARRIED INTEREST

Clients and CPPC Fund investors may pay performance-based compensation (i.e. performance
fees or carried interest) after such client or investor has received distributions equal to the amount
of its capital contributions or the amount invested in a particular investment, plus its applicable

preferred return. At the discretion of the Private Capital Unit, the management fee, performance
fee or carried interest for a client or CPPC Fund investor may be reduced or waived, in accordance
with applicable law.

Separate Accounts. The Private Capital Unit generally charges performance fees on separate
account direct investments in an amount up to 20% of the excess proceeds, if any, generated after
the client has realized a preferred return net of all management fees with respect to a particular
direct investment. The Private Capital Unit may also charge performance fees on underlying fund
investments up to 10% of the excess proceeds, if any, generated after the client has realized a
preferred return net of all management fees. Performance fees are generally payable upon the
successful exit from each investment in these accounts.

CPPC Funds. Each CPPC Fund pays its general partner carried interest in an amount up to 10%
on net profits of the CPPC Fund above a hurdle rate, calculated on an internal rate of return basis
after the realized return of capital and all fees. Carried interest with respect to the CPPC Fund is
paid to the general partner. The CPPC Fund may make a tax distribution to such CPPC Fund’s
general partner to enable payment of tax obligations in respect of allocations of income related to
carried interest for which such general partner did not receive any cash. Any such tax distributions
made to such CPPC Fund’s general partner will reduce amounts subsequently distributable to such
general partner as carried interest.

Performance-based compensation creates an incentive to recommend investments which are
riskier or more speculative than those which would be recommended under a different fee
arrangement. This is because the Private Capital Unit will receive a higher fee for good
performance on a performance-based compensation account than from strictly asset-based fee
accounts. Higher fees benefit RCP as well as the Private Capital Unit because the asset-based fees
and performance-based compensation are included in the pool from which the members of the
Private Capital Unit is paid incentive bonuses. Nevertheless, RCP has adopted policies and
procedures to address this conflict and other conflicts of interest associated with performance fee
arrangements. A description of additional conflicts of interest associated with performance fee
based arrangements and the policies and procedures RCP has adopted to address such conflicts of
interest is set forth in Item 6, “Performance-Based Fees and Side by Side Management”.

The fees for any given account are generally determined by the strategy used to manage the assets
and by the size of the account. All such fees are negotiable.

FACILITY, START-UP OR RESTRUCTURING FEES

For certain separate account clients, the Private Capital Unit may receive facility fees (“Facility
...

Item 7 Types of Clients

The Private Capital Unit provides investment advisory services to institutions, high net worth
individuals, unions, Taft-Hartley plans and pension and profit-sharing plans. The Private Capital
Unit’s separate accounts have no stated minimum investment threshold, although an investment
minimum may be established for future separate account clients. The CPPC Funds generally
require a minimum investment of $3 million. Under certain circumstances the Private Capital Unit
waives these minimums, and the Private Capital Unit reserves the right to do so.

Methods of Analysis, Investment Strategies and Risk of Loss