EIG Management Company LLC

ITEM 5 – FEES AND COMPENSATION

Types of Fees

Adviser generally is compensated for its advisory services to its Clients based on a percentage of assets
under management or invested capital and performance-based amounts in accordance with each such
Client’s Organizational Documents. In certain circumstances, Clients or their investments pay to Adviser
certain supplemental fees as per the Organizational Documents of each Client. The Clients are also
responsible for bearing certain expenses as detailed below and in each Client’s Organizational Documents.
Private Fund investors and Managed Account clients should refer to the relevant Organizational Documents
for a complete description of the applicable fees, compensation, and expenses.

Management Fees

For certain Private Funds, until the term of that Private Fund has expired, the Private Fund pays to Adviser
or indirectly bears, as applicable, annual advisory fees (“Management Fee”) equal to: (i) a certain percentage
of the total capital commitments (regardless of whether such capital has been invested) of the investors in
the applicable Private Fund, (ii) a certain percentage of the total capital invested in such Private Fund’s
portfolio investments (including, where applicable, amounts borrowed by such Private Fund), (iii) a
combination of a certain percentage of the total capital commitments (regardless of whether such capital has
been invested) and a certain percentage of the total invested capital (including, where applicable, amounts
borrowed by such Private Fund), or (iv) a certain percentage of the enterprise value of a portfolio company
held by a Private Fund. Investors participating in a closing after a Private Fund’s initial closing date generally
bear Management Fees from the initial closing date unless another date for accrual of Management Fees is
specified in the applicable Private Fund’s Governing Agreements. The Management Fee for a Private Fund
varies depending on the investment strategy of the particular Private Fund and is specified in the applicable
Governing Agreements. Adviser’s Management Fee generally ranges from approximately 0.50% to 2.00%
per annum. In some instances, a Private Fund’s Management Fee is subject to a reduction after the occurrence
of certain events specified in the Governing Agreements (the “Stepdown Date”). For example, upon the
expiration of the investment period, the Management Fee for certain Private Funds that pay a Management
Fee based on total capital commitments during the relevant investment period is reduced following the
investment period and calculated based on a specified percentage of invested capital.

Subject to the terms of the applicable Governing Agreements, the Management Fee will typically be payable
until the applicable portfolio investments are disposed of or written off for U.S. federal income tax purposes
(such investments, “Impaired Value Investments”), the term of the Private Fund expires or until Adviser’s
relationship with the Private Fund is terminated for other reasons. Due to differences in the criteria set forth

in their respective Governing Documents, in the event where more than one Private Fund participates in an
investment, there is the possibility that an investment will become an Impaired Value Investment for
purposes of one Private Fund’s Governing Documents but not those of one or more other Private Funds.
Where the Governing Agreements calculate Management Fees based on the amount of capital commitments
or the amount of invested capital, the amount of Management Fees generally will not be increased or reduced
based on increases or reductions (including a significant reduction) in the then-current investment value, or
other events not constituting a realization, such as a partial sales or dispositions, reorganization, restructuring,
roll-over investment in connection with a sale, or dividend distribution, except in the cases of Impaired Value
Investments or as otherwise required or permitted by the relevant Governing Agreements.

In some circumstances, the post-Stepdown Date Management Fee base will include capitalized transaction-
specific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and
expenses paid to third parties, Adviser or its affiliates, which poses a conflict of interest in that the inclusion
of such fees and expenses results in a higher Management Fee than if such transaction fees and expenses
were not capitalized into the asset base. Further, Management Fees generally will not be reimbursed or
refunded under the Governing Agreements in the event of realizations, dispositions or partial write-downs
or write-offs that occur partway through the relevant calculation period. Further, where there has been a
partial disposition or permanent write-down of an investment and the fair market value of the investment
following such event exceeds the total amount of the Private Fund’s investment contributions relating to the
investment, the Governing Agreements do not require Management Fees after the Stepdown Date to be
reduced.

Management Fees paid to Adviser by Managed Account clients are agreed upon between Adviser and the
relevant Managed Account client and vary between Managed Account clients. The applicable Management
Fee will be set forth in Adviser’s Managed Account Agreement with each Managed Account client and will
be determined based on, among other things, the size of the Managed Account, the client’s risk and liquidity
requirements, the nature and complexity of the client’s investment objectives, the nature and complexity of
agreed portfolio restrictions, and investment procedures. Adviser’s Management Fees for Managed
Accounts generally range from approximately 0.45% to 2.00% per annum.

Adviser, in its sole discretion, can waive or reduce the Management Fee as to all or any of the investors in a
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ITEM 7 – TYPES OF CLIENTS

Adviser organizes and serves as investment or portfolio manager to private investment funds, single investor
funds, co-investment vehicles, Managed Accounts, joint ventures, and other structured investment vehicles.

Adviser generally requires that each Private Fund investor or Managed Account client be (i) an accredited
investor as defined in Regulation D under the Securities Act and a qualified purchaser as defined by the
Investment Company Act, or (ii) an eligible employee (including a “knowledgeable employee,” within the
meaning of the Securities Act and the Investment Company Act, as applicable). Adviser generally requires
Private Fund investors to make a minimum capital commitment of at least $10,000,000, although the
amount of the minimum capital commitment varies from Private Fund to Private Fund and capital
commitment thresholds may be waived or modified by Adviser in its sole discretion.

The investors participating directly or indirectly in the Clients include U.S. and non-U.S. high net worth
individuals, other investment entities, university endowments, family offices, pension and profit-sharing
plans, trusts, estates or charitable organizations, funds of funds, corporations, limited partnerships, limited
liability companies or other business entities, senior advisors and Service Providers retained by Adviser,
and typically include, directly or indirectly, principals or other employees of Adviser and its affiliates and
members of their families.