EagleTree Capital LP

Item 5: Fees and Compensation

Each Fund is governed by a limited partnership agreement, limited liability company agreement or similar
agreement (collectively, and together with any applicable private placement memoranda, investment
management agreements and other offering and/or organizational documents, the “Governing
Documents”) that sets forth in detail the fee structure, if any, applicable to such Fund. Pursuant to the
Governing Documents of each Fund, EagleTree or an affiliate thereof, is generally paid a management fee
(the “Management Fee”) by such Fund quarterly in advance, pro rated for any period that is less than a
full calendar quarter, or otherwise in accordance with such Fund’s Governing Documents. EagleTree, or
an affiliate thereof, is authorized under the Fund’s Governing Documents to charge and deduct applicable
Management Fees directly from the assets of the Funds. Annual Management Fees with respect to ETP
III, ETP IV, ETP V and ETP VI are generally calculated (i) during such Fund’s investment period, as a
percentage of the total committed capital of such Fund and (ii) thereafter, as a percentage of actively
invested capital. As of the date of this Brochure, the maximum annual Management Fee payable by a
Fund is 2% of capital commitments. Please refer to the Governing Documents of each applicable Fund for
complete information on the Management Fees and/or other compensation payable with respect to such
Fund.
In addition, certain affiliates of EagleTree that act as General Partners of certain of the Funds, are eligible
to receive a performance-based profit allocation (commonly known as “Carried Interest”) with respect to
realized investments, as further described under Item 6 “Performance-Based Fees and Side-by-Side
Management” of this Brochure. If a Fund’s Carried Interest results in an over distribution of the agreed
upon percentage of Carried Interest as of certain measurement dates specified in such Fund’s Governing
Documents, such Fund’s General Partner is generally subject to an after-tax “claw back” obligation.
Carried Interest is generally calculated as a percentage of profits after Investors have received a preferred
return. As of the date of this Brochure, the maximum Carried Interest allocable to a General Partner of a
Fund is 20% of the realized profits derived from the disposition of investments (after taking into account
costs and expenses of the Fund, including Management Fees, and following a preferred return to Investors
of up to 8% per annum).
The Management Fees and Carried Interest are generally established during the fundraising period of the
applicable Fund. EagleTree reserves the right to waive all or a portion of any Management Fees and/or
Carried Interest with respect to any Investor under the Governing Documents of the Funds, including any
employee or affiliate of EagleTree.
In connection with the ETP IV’s, ETP V’s and ETP VI’s investments, certain “Transaction Fees” may, but are
not expected to, be paid to such Funds or EagleTree and/or EagleTree-affiliated persons by portfolio
companies. To the extent that any Transaction Fees in respect to an investment made by ETP IV, ETP V or
ETP VI are paid to, and retained by, EagleTree and/or any EagleTree-affiliated person rather than to ETP
IV, ETP V or ETP VI, respectively, an amount equal to 100% of net Transaction Fees allocable to Investors
who bear Management Fees will reduce the Management Fees otherwise payable by ETP IV, ETP V and
ETP VI, as applicable. In connection with ETP III’s investments, certain “Transaction Fees” can be paid to
such Fund and/or EagleTree and/or EagleTree-affiliated persons. In addition, quarterly monitoring fees
with respect to certain ETP III portfolio company investments are payable to EagleTree by such portfolio

company investments or certain ETP III special purpose investment entities that hold such investments
pursuant to the terms of applicable management services agreements with such entities. All such
monitoring fees are retained in full by EagleTree or an EagleTree-affiliated person. Management Fees
payable by ETP III are reduced by 65% of all net Transaction Fees and net monitoring fees retained by
EagleTree and/or any EagleTree-affiliated persons in the periods following the actual payment of such
Transaction Fees and/or monitoring fees.
In addition to Management Fees and Carried Interest, each Fund pays, or reimburses, EagleTree and its
affiliates for the organizational costs associated with such Fund, up to a maximum amount agreed to by
such Fund. The amount of any organizational costs associated with a Fund that is in excess of such agreed
upon maximum, if borne by such Fund, will generally reduce the Management Fees payable by such Fund.
Each Fund also pays, or reimburses EagleTree and its affiliates for, its operating expenses, which generally
include, without limitation, the following:
   i.   Expenses incurred in connection with the discovery, evaluation, acquisition, holding,
        management, monitoring, financing, hedging, licensing, operating, taking public or private or
        disposition of investments (whether or not consummated), including private placement fees,
        broken-deal expenses, sales commissions, appraisal fees, fairness opinions, taxes, brokerage fees,
        underwriting commissions and discounts, travel expenses, and legal, accounting, investment
        banking, advisory, consulting, information services and professional fees;
  ii.   Expenses incurred in connection with the carrying and/or management of investments, including
        custodial, trustee, record keeping and other administration fees and expenses;
 iii.   Costs and expenses incurred in connection with the maintenance of the books and records and
        developing, licensing, implementing, maintaining, or upgrading of any web portal, extranet tools,
        computer software (including AI models and agents) or other administrative tools (including
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Item 7: Types of Clients

Currently, EagleTree only provides advisory services to the Funds, each of which is a private pooled
investment vehicle, as described in Item 4 “Advisory Business” of this Brochure. Investors in the Funds
include a variety of institutional investors (e.g., public and private pension plans, corporations, limited
liability companies and affiliates of portfolio company lenders), funds of funds, high net worth individuals
and family offices and, with respect to certain of the Funds that are Special Investment Vehicles, portfolio
company management and/or employees . All Investors in the Funds are required to be either “qualified
purchasers” or employees who are deemed to be “knowledgeable employees” under the U.S. Investment
Company Act of 1940, as amended, (the “ICA”) or must otherwise be permitted to invest under applicable
securities laws, except in the case of any Special Investment Vehicles that are not considered investment
companies under the ICA.
The minimum capital commitment for an Investor in a Fund is outlined in such Fund’s Governing
Documents and is generally subject to waiver or decrease by the applicable General Partner. In addition,
certain of the Funds have entered into Side Letters, with certain Investors, to waive certain terms and/or
allow such Investors to invest on different terms than those specifically described in such Fund’s
Governing Documents. Under certain circumstances, these agreements create preferences or priorities
for such Investors as compared to other Investors.