EIV Capital LLC

ITEM 5:        FEES & COMPENSATION

Detailed information regarding all fees and expenses is provided in each Funds’ offering
and governing documents. See general descriptions provided below (which are qualified
in their entirety by the specific terms set forth in the relevant Funds’ offering and governing
documents).

MANAGEMENT FEES:

Except in the case of one or more EIV-sponsored co-investment vehicles which do not pay
management fees, EIV typically receives management fees of 1.5%-2.0% per annum of a
Fund’s capital commitments during the Fund’s investment period. Such fees are paid
regardless of the performance of, and the number of investments that are made, during such
period. After a Fund’s investment period, management fees received will typically step-
down to 1.5%-2.0% per annum of the Fund’s net invested capital and, in the case of certain
Funds, amounts reserved for investment pursuant to a binding contractual commitment.
Management fees charged to a Fund are payable periodically (typically quarterly in
advance), are non-refundable, and are pro-rated for partial periods.

EIV and the GPs from time to time exempt certain persons from payment of management
fees or otherwise reduce the management fees payable by certain investors. Such investors
include EIV personnel and persons with family or other relationships with EIV, including
advisors, consultants, co-investors, investors in co-investment vehicles (as noted above)
and significant investors.

PERFORMANCE FEES:

Except in the case of one or more EIV-sponsored co-investment vehicles that are not
subject to carried interest payments, the GPs will receive a carried interest with respect to
a Fund typically equal to 20.0% of all realized profits, in excess of a specified annual
compound preferred return, inclusive of a General Partner catch-up provision, as more fully
described in each Fund’s Limited Partnership Agreement (“LPA”). Carried interest that
has been paid is subject to clawback under certain circumstances as set forth in each Funds’
governing documents.

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As with Management Fees, EIV and the GPs may exempt certain persons from payment of
carried interest or otherwise reduce such carried interest payable by certain investors,
including EIV personnel, committee members, and persons with family or other
relationships with EIV, including advisors, consultants, co-investors, investors in co-
investment vehicles (as noted above) and significant investors.

OTHER EXPENSES:

Investors must understand the proposed method of compensation and its risks prior to
investing in the Funds. Prospective investors in any new fund launched by EIV should
refer to the appropriate fund organizational and offering documents for detailed
information regarding the expenses charged to the Funds by EIV and / or the GPs, as
applicable.

The Funds pay or reimburses EIV for the costs and expenses associated with their
operation, as well as all organizational and offering expenses incurred in the formation of
the Funds, including those expenses of a Fund’s General Partner and other entities
necessary to the formation of a Fund, provided that the organizational expenses paid by a
Fund will not exceed the amount specified in each Fund’s LPA.

Fund expenses pertaining exclusively to a single Fund will be charged solely to that Fund.
In accordance with EIV’s expense allocation policy and the Funds’ governing documents,
Fund expenses relevant to multiple Funds (including co-investment vehicles) will, in EIV’s
good faith determination, be allocated to such Funds typically on a pro-rata basis (generally
based on: (i) the relative size of a Fund’s invested capital, in the case of investment-related
expenses and (ii) the relative size of Fund capital commitments, in the case of other
expenses). Subject at all times to the expense allocation provisions of each Fund’s
governing documents, EIV reserves the right in good faith to choose to allocate such
expenses in a different manner than that described above where EIV believes such an
allocation is in the best interests of the relevant Funds.

Notwithstanding any of the above, typically, where a proposed co-investment transaction
is not consummated, no co-investment vehicle generally will have been formed. As such,
absent a written agreement with a specific prospective co-investor to the contrary that
obligates such person to bear a share of the relevant expenses relating to such an
unconsummated co-investment transaction (including broken deal expenses, diligence and
pursuit expenses, and other third party out-of-pocket expenses), the full amount of such
expenses will typically be borne by the Fund or Funds selected by EIV for participation in
such proposed co-investment transaction.

EIV and its personnel can be expected to receive certain intangible and/or other benefits
and/or perquisites arising or resulting from their activities on behalf of the Funds that will
neither be subject to an offset against any Management Fees payable to EIV nor will
otherwise be shared with the Funds and/or portfolio companies. For example, airline travel
or hotel stays incurred as Fund or account expenses typically result in cash rebates, “miles,”
“points” or credit in loyalty/status programs, and such benefits and/or amounts will,
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whether or not de minimis or difficult to value, inure exclusively to EIV and/or such
personnel (and not the Funds and/or portfolio companies) even though the cost of the
underlying service is borne by the Funds and/or portfolio companies.

EIV reserves the right to modify its methodologies and/or practices with respect to the
allocation of expenses shared between the Funds and/or EIV. This includes instances where
EIV has historically borne certain costs incurred by one or more Funds, but, due to changes
in technology or practice, determines to cease bearing such expenses and to instead allocate
such expenses to the relevant Funds, consistent with such Fund’s governing documents.
...

ITEM 7:        TYPES OF CLIENTS

EIV provides investment management services to the Funds as disclosed at Item 4 of this
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Brochure. Interests in the Funds are offered pursuant to applicable exemptions from
registration under the U.S. Securities Act of 1933, as amended, and the U.S. Investment
Company Act of 1940, as amended.

The investors participating in the Funds include pension plans, private investment funds,
high net worth individuals, insurance companies, trusts, estates or charitable organizations,
educational and research institutions, corporations or other business entities or other
investment entities, and include, directly or indirectly, EIV and its employees.

As outlined in the Funds’ offering documents, minimum capital commitments exist for
prospective investors in the Funds. The GPs retain the right to waive the minimum capital
commitment requirements in their sole discretion.

Prospective investors in any new fund launched by EIV should refer to the appropriate
Fund offering documents for information regarding such Fund’s minimum required capital
commitment and investor eligibility criteria required for investment.