2E Capital Partners LP

Item 5: Fees and Compensation

Management Fee

As an investment adviser to the Funds as governed by the Offering Documents, 2E Capital Partners
receives a management fee generally equal to an annual rate of 1.5% depending on the - class interests
of the Feeder Funds (or the Master Fund) (the “Management Fee”).

2E Capital Partners, LP                                                     Form ADV Part 2A

The Management Fees are paid by the Funds quarterly in advance on the first day of each fiscal quarter,
or as soon as reasonably practicable thereafter, depending upon the net asset value of the Master
Fund. Management Fees are generally pro-rated for partial periods. Once paid, 2E Capital Partners will
return to the Funds (or the Master Fund) for payment to, or credit to the capital account of, the
withdrawing Investor (if the Investor redeems on a date other than the last day of a calendar quarter),
an amount equal to the pro rata portion of the Management Fee.

2E Capital Partners may reduce, waive or calculate differently the Management Fee for certain
Investors in the Feeder Funds, including but not limited to, members, officers, principals, employees
and affiliates of 2E Capital Partners.

Other Fees and Expenses

2E Capital Partners and the General Partner are responsible for overhead expenses, including office
rent; the cost of furniture and fixtures; the cost of stationery; employee salaries, benefits and payroll
taxes and other related expenses.

The Master Fund is responsible for all other expenses attributable to the Master Fund and the Feeder
Funds (such expenses, “Master Fund Expenses”), including the following expenses incurred by, or
allocable to, the Master Fund or any Feeder Fund: (i) Organizational Expenses (as defined below) and
ongoing offering expenses (including legal fees and expenses), other than placement fees (if any),
expenses attributable to compliance with the Alternative Investment Fund Managers Directive
(“AIFMD”) and other private placement, lobbying law and distribution rules in the U.S. and other
foreign jurisdictions and compliance with anti-money laundering laws and know-your-customer
requirements (including related software and license costs); (ii) expenses incurred by the Master Fund
or any Feeder Fund, or by the General Partner, 2E Capital Partners or their affiliates, in connection
with the Portfolio Investments (as defined in Item 8) (or potential Portfolio Investments) of the Master
Fund (including all costs, expenses, fees, charges or forfeited deposits related to potential Portfolio
Investments that ultimately are not consummated, such as commitment fees, termination fees, break
fees or other broken deal expenses), including brokerage commissions; transaction costs; ticket
charges; clearing and settlement charges; prime brokerage and other custodial fees and expenses;
interest expenses; expenses related to short sales, hedging and other financing charges (including initial
and variation margin); associated legal, financing, transaction or other costs payable to attorneys,
accountants, tax professionals, consultants and similar professionals in connection with the foregoing;
(iii) expenses related to the formation and operation of any Alternative Investment Vehicles (iv)
consultants and advisors retained in connection with evaluating the investments and potential
investments of the Master Fund and overall economic and industry conditions and developments; (v)
any other research-related expenses, including (A) costs of industry conferences, (B) due diligence and
consulting, investment banking and other professional fees with respect to Portfolio Investments and
potential Portfolio Investments and (C) fees for news, quotation and other market-related data
services and subscriptions and related equipment and connectivity costs, market and other research-
related data services, including in all cases expenses that may otherwise qualify as eligible research and
brokerage services under Section 28(e) of the Securities Act (as defined in Item 7 below), as described
below, including expenses that could otherwise be satisfied with “commission credits” generated with
certain brokers; (vi) expenses for software for monitoring research, portfolio risk management,
trading (including order management systems), position reconciliation, counterparty exposure and
collateral management and related equipment and connectivity costs; (vii) expenses related to the
formation and operation of any vehicle through which the Master Fund may hold investments; (viii)
the Management Fee; (ix) other expenses incurred in connection with the ongoing operations of the
Master Fund and the Feeder Funds, including costs relating to reporting (such as reporting required
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or other applicable
laws or regulations) and communications with Investors (including printing, mailing, investor web
portal, costs relating to electronic subscription agreement and signature tools and other costs of
information dissemination); (x) fees, costs and expenses associated with (A) travel (including business
class travel), (B) use of livery or other automotive (i.e., car) services, including reimbursement of
mileage, (C) lodging and accommodations, (D) personal and business meals; and (E) business
entertainment (in each case provided that such fees, costs and expense are incurred in connection

2E Capital Partners, LP                                                      Form ADV Part 2A

with investment-related matters or the operation, administration or carrying on of the activities and
operations of the Master Fund or the Feeder Funds); (xi) fees charged by the Fund Administrator and
other service providers (including for certain information technology services and outsourced back-
and middle-office trade support services, as well as for accounting, reporting, tax, compliance and audit
...

Item 7: Types of Clients

Currently, 2E Capital Partners provides investment advice to the Funds on a discretionary basis. Each
of the Domestic Fund’s and the Offshore Fund’s Offering Documents sets forth the eligibility criteria
for Investors. Subject to the discretion of 2E Capital Partners to accept less, the minimum initial
investment threshold for the Funds is $5,000,000. Additional subscription minimums are $1,00,000 as
disclosed in the Offering Documents for each Fund. In addition, 2E Capital Partners provides non-
discretionary investment advice to an institutional separately managed account.

2E Capital Partners, LP                                                       Form ADV Part 2A

Domestic Fund

Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the
U.S. Investment Company Act of 1940 (the “Investment Company Act”), or a “knowledgeable
employee”, as defined under Rule 3c-5 of the Company Act and must meet other suitability
requirements. Interests may not be purchased by non-resident aliens, foreign corporations, foreign
partnerships, foreign trusts or foreign estates, all as defined in the Internal Revenue Code. The
Subscription Agreement contains representations and questionnaires relating to these qualifications.

Offshore Fund

Each Investor generally must be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person that qualifies
as an “accredited investor,” as defined in Regulation D under the Securities Act, and either a “qualified
purchaser,” as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule
3c-5 of the Company Act, and must meet other suitability requirements. The Subscription Agreement
contains representations and questionnaires relating to these qualifications.