TAC Partners Inc

Item 5 – Fees and Compensation

M/C receives a management fee and the Manager receives a Carried Interest in connection with advisory
services provided to the Funds. M/C, the Manager or other M/C entities or affiliates receive additional
compensation in connection with management and other services performed for portfolio companies of
the Funds and such additional compensation offsets, subject to certain exceptions, in whole or in part
the management fees otherwise payable to the applicable Manager. Investors in each Fund also bear
certain fund expenses with respect to such Fund, as set forth in the applicable Documents.

Management Fees

As compensation for investment advisory services rendered to the Funds, M/C receives from each
Fund (other than a Co-Investment Vehicle) an annual management fee, the amount of which varies
depending on the Fund, but which is set at the initial formation of the Fund and is not altered thereafter.
Our Co-Investment Vehicles are not contractually obligated to pay us a fee. As described below, the
management fee payable by a Fund may be reduced or waived in some circumstances in connection with
the receipt by M/C or its related persons of all or a portion of various Supplemental Fees paid by portfolio
companies. The management fees are payable monthly in advance. Installments of the management fee
payable for any period other than a full monthly period generally are adjusted on a pro rata basis
according to the actual number of days in such period. Any Funds that do not pay a management fee,
such as the Co-Investment Vehicles, will not receive the benefit of any offset of the management fee.
Investors participating in a closing after a Fund’s initial closing date bear the management fee from the
initial closing date, generally in addition to an interest component payable to M/C or an affiliate.

In general, the management fees range from 1.25% to 2.0% of the total capital committed to the Fund
by investors. For certain Funds, the percentage amount of the management fee will be reduced when
the Fund is in an extended period. Management fees are billed to each Fund or its Manager and paid by
the Fund or its Manager from the Fund’s assets. To obtain cash for the payment of management fees,
the Manager of the Fund is permitted to draw down investors’ capital commitments.

For certain Funds, expense reimbursements may be payable to M/C or its affiliates. Any such Fund
expense reimbursements are disclosed to investors in the Documents and are in addition to the
management fees discussed above. Each Fund also generally bears certain expenses relating to its
activities and operations (other than expenses resulting from the fraud, gross negligence or willful
misconduct of its Manager). With respect to Co-Investment Vehicles, any fees to be received by

M/C can also include expense reimbursements or administrative fees similar to those described above
for the other Funds.

To the extent specified in the Documents, M/C or its affiliates will be permitted to receive certain
supplemental fees and other amounts (“Supplemental Fees”) related directly to the Fund’s proposed
investment in a portfolio company consisting of: (i) monitoring and consulting fees paid by any portfolio
company; (ii) transaction fees paid by any portfolio company; (iii) director’s fees paid by any portfolio
company; (iv) any financing and investment banking fees paid by portfolio companies; and (v) other
designated net fee payments received by M/C or its partners or personnel from portfolio companies or
prospective portfolio companies. The Documents generally provide that the management fee shall be
reduced by 100% of any Supplemental Fees received by M/C or its affiliates. To the extent an offset
credit would reduce the management fee for the relevant period below zero, the credit will be carried
forward for future application against payable management fees and if a credit remains upon liquidation.
As a matter of practice, M/C is permitted to be paid Supplemental Fees on behalf of or with respect to
co-investors or other owners in an investment. The receipt of such fees will not reduce the management
fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in
most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any
such fee. As a result, a Fund will not benefit from (and M/C and its affiliates are expected to retain) the
portion of any fee related to: (i) general partner, affiliated partner or similar fee free investor
commitments; (ii) co-investors or potential co-investors (which could include Co-Investment Vehicles,
Service Providers, third parties, current or former portfolio company management or personnel, sellers
or members of management that have rolled their interest or reinvested proceeds in the portfolio
company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating
to the relevant portfolio company, including interests owned by current or former portfolio company
management, which have the potential to be significant. Unless otherwise agreed with investors,
Supplemental Fees generally will be payable during term extensions, even if management fees are
reduced or eliminated during the extended term, thus reducing the amounts of management fees actually
offset.

Other Information

The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees
are expected to be paid, except as otherwise described in each Fund’s Documents, over the terms
of the Funds, and investors generally are not permitted to withdraw or redeem interests in the Funds.

Principals or other current or former employees of M/C generally receive salaries and other
compensation derived from, and in certain cases including a portion of, the management fee, Carried
Interest or other compensation received by the M/C or its affiliates.
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