ECP MENA Management LP

ITEM 5: FEES AND COMPENSATION
         ECP generally receives management fees and carried interest or similar profit allocations from
its Advisory Clients. The Advisory Clients may also generate additional fees for ECP based upon the
activities of the investment vehicle. For example, ECP can earn fees and other compensation from
portfolio companies, purchasers, sellers and other parties as compensation for services (collectively,
“Service Fees”). These Service Fees can include project, structuring, topping, termination, break-up,
directors’, organizational, set-up, closing, commitment, advisory, consulting, and other similar fees in
connection with the purchase, monitoring, or disposition of underlying investments. In general, the
specific legal and/or organizational documents of the relevant Advisory Client will describe the basic fee
structure relevant to the investors in such Advisory Client. To the extent provided in such organizational
documents, ECP’s management fees from Advisory Clients are reduced (offset) by a specified portion of
the Service Fees that arise out of such Advisory Client’s investment activities. The following sections
discuss the most common fees and expenses in more detail.

        Management Fees

         The annual management fee for the Advisory Client is typically in the range of 1-2 percent of
third-party investors’ committed capital during the Advisory Client’s investment period. After the
investment period, the fee percentage is typically applied only to the amount of third-party capital
remaining in investments that have not yet been exited. Management fees are generally paid by or on
behalf of an Advisory Client by (i) requiring investors in such Advisory Client to make capital
contributions in respect of such fees, or (ii) withholding the amount of such fees from investment
proceeds that would otherwise be distributable to the investors of such Advisory Client. Management
fees are negotiable and are paid before the period in advance to the respective ECP entity, and may
vary for different third-party investors, typically based on commitment size.

        Performance-Based Arrangements

         Distributions to investors in most Advisory Clients are subject to some form of carried interest or
similar profit allocation for the benefit of an affiliate of ECP. Generally, these profit allocations
represent a share of distributions made by an Advisory Client in excess of the relevant investors’
invested capital, and allocable fees and expenses. Performance-based profit allocations will be applied
to the whole account of the Advisory Client. Performance fees or carried interest profit allocations are
subject to regulation under Section 205 of the Advisers Act and Rule 205-3 thereunder. Therefore, ECP
seeks to ensure that any Advisory Client or investors in an Advisory Client that are directly or indirectly
assessed performance fees or are subject to carried interest profit allocations satisfy the qualifications

of Rule 205-3 under the Advisers Act and have been advised of such fees or allocations. For any Advisory
Client, performance fees or carried interest allocations generally do not exceed 20% of profits, and may
be subject to certain preferred return hurdles, catch-up allocations, high water marks, and clawbacks.
The manner of calculation and application of performance fees or carried interest profit allocations are
disclosed in the offering documents for, and detailed in the governing agreements of, each Advisory
Client.

         Management fees and carried interest or similar profit allocations are subject to modification,
waiver or reduction in connection with an investment in one or multiple Advisory Clients. Furthermore,
ECP, its affiliates and equity owners, and certain employees of their respective professional team may
invest in or alongside Advisory Clients. Other qualified individuals who may not be employees of ECP,
but who have pre-existing business relationships with ECP or industry expertise in the sector in which a
particular Advisory Client may be investing, also may invest in or alongside Advisory Clients. Fees
assessed or profit allocations on such investments may be substantially reduced or waived altogether
for these investors.

        Other Fees

        To the extent ECP is entitled to receive fees from portfolio companies of an Advisory Client, a
portion of such net fees paid to ECP (e.g., in general, 80% or, in the case of directors’ fees associated
with ECP employees, up to a 100%) typically reduces the management fees otherwise payable to ECP.
The governing agreement or investment management agreement of each Advisory Client sets forth the
basis on which such fees reduce management fees. Such fees are described below.

         Acquisition and disposition fees are one-time fees which could be paid to ECP or one of its
affiliates in connection with an investment or disposition by an Advisory Client. Such fees are generally
paid by portfolio companies.

          With regards to certain portfolio companies, ECP or its affiliates may receive a fee in connection
with consulting or other ongoing services provided to the portfolio company. The portion of fees
received from portfolio companies that is allocable to capital invested by co-investment vehicles will be
retained by ECP and will not be applied to reduce the management fees paid by an Advisory Client (even
if the governing agreements of such co-investment vehicles provide for lower or no management fees
for the investors or participants therein). Investors in such co-investment vehicles may also be charged a
one-time fee. Furthermore, in the event break-up fees are paid to an Advisory Client in connection with
a transaction that is not ultimately consummated, co-investment vehicles that invest alongside an
Advisory Client will generally not be allocated any share of such break-up fees; similarly, such co-
...

ITEM 7: TYPES OF CLIENTS
         Generally, ECP’s Advisory Clients are pooled investment vehicles domiciled in jurisdictions
outside of the United States. The investors of those Advisory Clients are comprised of large and small
institutional investors, US and Foreign Pension Funds, Development Finance Institutions, family offices
and high-net worth individuals6. All investors are expected to meet the qualified or sophisticated status
necessary in the location of their residence prior to investment in the Advisory Client.

        The minimum investment required is governed by the organizational documents of the Advisory
Client and ECP, at its sole discretion, may accept a lower amount. The standard policy of ECP is that a
minimum commitment from an investor must be at least five hundred thousand (500,000) USD.

       All investors must also be able to provide the documentation and certifications necessary to
meet the “Know Your Clients” best practices for the United States, the European Union/Luxembourg,
the Republic of Mauritius, and the United Kingdom of Great Britain and Northern Ireland.

ITEM 8; METHODS OF ANYALYSIS, INVESTMENT STRATEGIES AND
RISK OF LOSS
         ECP targets growth equity investments in companies located or has substantial operations on
the continent of Africa. ECP will generally seek control positions or influential minority positions with
significant contractual rights and board representation.

 High-net worth individual is defined as those individuals that are classified as “qualified investors” according to
Section 2(a)(51(A) of the Investment Company’s Act of 1940 as amended through 2015.

ECP has four (4) key components to its investment strategy.

    1. Focus on exceptional companies exhibiting: (1) market leadership, (ii) sustainable competitive
       advantages and/or (iii) unique investment propositions. These companies will typically have
       proven business models, strong brands, stable cash flows and experienced management teams.
    2. Leverage ECP size, reputation and network to gain access to attractive transaction and limit
       competition.
    3. Structure investments with a focus on downside protection and flexibility.
    4. Diversify the portfolio across geographies and sectors to effectively manage political, currency
       and market risks.

While ECP endeavors to meet these objectives for most investments, it cannot guarantee that all criteria
will be met for each investment.

An investment in Africa (the “Continent”) involves a high degree of risk. Potential investors of the
Advisory Clients should note that there are significant risks associated with investing in properties and
companies organized and operating on the Continent that are not typically associated with investments
in more developed market economies. These risks are increased by the limited reliability of information
on the Continent.

        1. Risks Relating to the Continent

                Investments in the countries of the Continent involve a broad range of political,
                economic, legal and financial risks. Many of these risks are not quantifiable or
                predictable and are not typically associated with investing in securities of issuers in
                more developed and regulated environments.

                        a. Political Risks

                            The value of the Advisory Clients assets may be adversely affected by
                            political, economic, and social factors on the Continent, including changes in
                            law or regulations and the status of relations with other countries. In
                            addition, the economies of the Continent may differ favorably or
                            unfavorably from the economy of an investor’s home country in such
                            aspects as the rate of growth of GDP, the rate of inflation, capital
                            reinvestment, resource self-sufficiency, and balance of payments position.
                            Actions of one or more of the governments of the Continent in the future
                            could have a significant effect on the various economies, which could affect
                            private sector companies, market conditions, and prices and yields of
                            securities in the Advisory Client’s portfolio of investments. The occurrence
                            of circumstances which may give rise to political and economic instability on
                            the Continent could adversely affect the political and economic stability of
                            the Continent, or any particular country.

                        b. Legal Risks

   In general, the countries of the Continent lack fully developed legal systems
   and the bodies of law and practice normally found in countries with more
   sophisticated market economies. Laws affecting international investment
   and business continue to evolve, although at times in an uncertain and even
   arbitrary manner that may not coincide with local or accepted international
   practices. Laws and regulations, particularly those concerning foreign
   investment and taxation, can change quickly and unpredictably.
   Inconsistencies and discrepancies among the vast number of local, regional
   and national laws, the lack of judicial or legislative guidance on unclear or
   conflicting laws and broad discretion on the part of government authorities
   implementing the laws produce additional legal uncertainties. Further
   complicating the legal environment, a number of older socialist era laws
   remain technically in force in many countries of the Continent and continue
   to raise often intractable issues of legal compliance.

   The laws on the Continent regulating ownership, control and corporate
   governance of companies are still evolving. In many countries of the
...