Rotunda Capital Partners LLC

Fees and Compensation

With some exceptions for Legacy Funds and co-investment Funds, the Adviser typically charges
a quarterly advisory fee (the “Management Fee”) as described in relevant Offering Documents.
Fees and other compensation paid by a Fund to the Adviser vary from Fund to Fund and will likely
be different from the fees and compensation payable in respect of any Legacy Fund, successor
fund or co-investment vehicle formed to facilitate a Fund investment. The Adviser does not
currently charge a Management Fee to the active Legacy Funds or to certain investors in its co-
investment vehicles (as discussed in Item 4.A. above). Investors should carefully review the
Offering Documents of the relevant Fund in conjunction with this Brochure for complete
information about fees and compensation. Similar advisory services may be available from other
investment advisers for comparable or lower fees.

Management Fees are initially derived from capital commitments assigned to the limited partner
investors in a Fund. Upon a date specified in the Offering Documents (such date, the “Stepdown
Date”), the Management Fee generally will subsequently “step down” to be calculated in line with
provisions of applicable Offering Documents, which generally will be a percentage of investment
contributions made and bridge financing contributions by the relevant Fund that have not been
disposed of or permanently written down.

Under the Offering Documents, where the fair market value of an investment exceeds the total
amount of investment contributions and bridge financing contributions relating to such investment,
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 and bridge financing contributions. However, where there has been a partial
distribution, partial write-down or partial sale of an investment and the fair market value of such
investment following such event is lower than the total amount of investment contributions
(including, where applicable, a Fund borrowing component (including interest expenses) and the
amount of any capitalized Transaction Fees (as defined below) or expenses, including costs of
Operations Group members) and bridge financing contributions relating to such investment (such
investments, “Impaired Value Investments”), the Offering Documents do not require Management
Fees after the Stepdown Date to be reduced. Due to differences in the criteria set forth in their
respective Offering 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 Offering Documents but not those of one or more other Funds.

As a result, the amount of Management Fees generally will not correspond with fluctuations in the
net asset value of individual investments or of a Fund, including following the relevant investment
period, and will not be reduced in connection with any temporary write downs, except in the case

of Impaired Value Investments if the fair value impairment is deemed a permanent impairment by
the General Partner. In many circumstances, the fair value of an investment will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
Transaction Fees) and expenses paid to Service Providers, Operations Group members, RCP or its
affiliates. Except where the Offering 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 a dividend recapitalization) or reorganizations,
recapitalizations (including recapitalizations involving dividends), 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 investment or the Fund’s ownership percentage in such investment
has been reduced (including substantially reduced) as a result of such transaction.

Further, Management Fees generally will not be reimbursed or refunded under the Offering
Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur
partway through the relevant calculation period.

The Offering 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 Offering Documents until they are reduced in the
circumstances and on the date(s) specified therein.

The Adviser generally will not subject the General Partner to Management Fees. Additionally, the
Adviser or its affiliates may designate certain limited partners (e.g., “friends and family” of the
Adviser or its personnel, members of the Operations Group discussed below, Service Providers,
or other investors as determined by the General Partner based on commitment size or other
strategic or relationship factors) either as “affiliated partners” that are exempted, or as limited
partners otherwise permitted to be exempted, from all or some portion of Management Fees. The
Adviser and the Funds’ General Partners retain the right to reduce or waive the Management Fees
due from a limited partner investor at its or their discretion.

RCP or its affiliates typically also receive additional compensation from portfolio companies (e.g.,
monitoring fees, Transaction Fees (as defined in Item 5. C. below) and break-up fees paid in
connection with transactions that are not consummated) in connection with management and other
services performed for portfolio companies of a Fund and such additional compensation (which
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ITEM 7: TYPES OF CLIENTS

As noted in Item 4 – Advisory Business, RCP provides discretionary investment advisory services
solely to the Funds, which are clients of RCP, and references throughout this Brochure to “clients”
and to the Adviser’s related duties to and practices on behalf of its clients and/or investors should
be construed accordingly. Limited partners of a Fund are not considered investment advisory
clients of RCP. Fund limited partners include accredited investors who, unless waived by the
applicable General Partner, or otherwise noted in the relevant Offering Documents, are qualified
clients and in some cases are also qualified purchasers such as high net worth individuals, banks
or thrift institutions, other investment entities, tax exempt entities, foreign entities, insurance
companies, university endowments, sovereign wealth funds, family offices, pension and profit-
sharing plans, trusts, estates or charitable organizations or other corporations or business entities
and typically include, directly or indirectly, the Principals or other personnel of RCP and its
affiliates and members of their families, members of the Operations Group or other Service
Providers retained by the Adviser or a Fund, as well as executives of portfolio companies.

Investment minimums are set forth in each Fund’s Offering Documents. RCP generally is
permitted to waive or reduce minimum investment requirements in its discretion and reserves the
right to decline any investor in its sole discretion.

Multiple Funds

During a Fund’s active investment period, the Adviser will pursue all appropriate investment
opportunities that meet the investment criteria of a Fund principally for the benefit of the Fund,
subject to certain exceptions set forth in the Offering Documents. However, the Adviser manages
and expects in the future to manage multiple investment funds and portfolio companies
concurrently which are similar to those in which an active Fund will be investing and reserves the

right to direct certain relevant investment opportunities or resources to those investment funds and
portfolio companies. If other investment funds are formed, the Principals and the Adviser’s
investment staff will manage and monitor such investment funds and portfolio companies. The
Adviser believes that the significant investment of the Principals in each Fund, as well as the
Principals’ share of carried interest, operate to align, to some extent, the interest of the Principals
with the interest of limited partner investors, although the Principals have or may have economic
interests in such other investment funds and portfolio companies as well and receive Management
Fees and carried interests relating to these interests. Such other investment funds and portfolio
companies that the Principals control or manage may compete with an active Fund or companies
acquired by a Fund. New portfolio company, add-on investments or co-investments will be
allocated based on many factors and in accordance with each Fund’s Offering Documents as well
as the guidelines in the Adviser’s allocation policy and practices.

Alternative Investment Vehicles

For legal, tax, regulatory, or other reasons, the General Partners have formed and are permitted to
form one or more alternative investment entities to make, restructure or otherwise hold
investments, including outside of a Fund. Generally, in such event, each Fund and limited partner
that participates in such an alternative investment vehicle would do so on substantially the same
terms and conditions as it participates in a Fund. Alternative investment entities are included in all
references to Fund herein as appropriate.

Parallel Investment Entities

To facilitate investment by non-U.S. and certain other investors, the Adviser has created, and is
likely to create for future Funds, one or more parallel investment entities, the structure of which
will differ from that of a Fund but that will invest proportionately in all transactions on
substantially the same terms and conditions as the Fund, except as necessary to address tax,
regulatory or other considerations. Parallel investment entities are included in all references to
Fund herein as appropriate.

Co-Investment Entities

The General Partners have created and are likely to create in the future as needed, one or more
investment entities to invest alongside a Fund when additional equity is needed to consummate an
investment for Fund limited partners and third-party investors. The terms of these entities will
likely be more or less favorable to the investors therein than the terms offered to the limited
partners in a Fund as set forth in the Fund Offering Documents of these entities.

Executive Funds

The General Partners reserve the right to create one or more investment entities to invest alongside
a Fund for certain investors associated with the Principals including certain employees of RCP
and/or its affiliates, executives of companies in which the Principals previously have invested,
been employed, or otherwise been associated, family members, etc. The terms of these entities are
permitted to be more favorable to the investors therein than the terms offered to the limited partners
in a Fund, while the capital commitments to these entities (and their level of participation in Fund
investments) may be increased or decreased to the extent permitted by the partnership agreement,

including in connection with an investor’s or its associated individual’s disassociation from the
General Partner or its affiliates. Executive funds are included in all references to Fund herein as
appropriate.