Elsewhere Partners LLC

Item 5: Fees and Compensation
The Advisers provide investment advisory services to the Funds pursuant to management
services agreements (the “Agreements”). The Agreements, along with the Governing Fund
Documents, set forth in detail the fee structure relevant to each such Fund. The terms of the
Agreements are generally established at the time of the formation of the applicable Fund.
Advisers typically receive compensation from fees based on a percentage of the aggregate
capital commitments of the limited partners, carried interest allocations, and certain other fees or
expenses related to transactions. Investors should review all fees charged by Advisers and others
to fully understand the total amount of fees to be paid by a Fund and, indirectly, by their limited
partners.
Management Fee
Elsewhere Partners I, LP and Elsewhere Partners II, LP are charged a management fee, payable
quarterly in advance, of up to 2.5% annually in an amount proportionate to each limited partner’s
capital commitment. Elsewhere Partners III, LP is charged a management fee of 2.0% (the
management fees collectively, the “Management Fee”). The other funds had a one-time upfront
management fee.

Carried Interest Allocations

The General Partner of each Fund is entitled to a “carried interest” equal to a percentage of the
profits of the Fund, typically after a return on invested capital. The manner of calculation of
such carried interest is disclosed in the Governing Fund Documents and may vary by Fund.

Expenses

The General Partner is responsible for expenditures on account of salaries, wages, and other
expenses of employees of the Advisers, rentals payable for space used by the Advisers, the General
Partners or the Funds, utilities, office supplies, and equipment.

In addition to the Management Fees, the Funds shall pay all fees, costs, expenses, liabilities and
obligations relating to the Funds’ and/or their subsidiaries’ activities, investments and business (to
the extent not borne or reimbursed by a portfolio company), including, without limitation, all fees,
costs, expenses, liabilities and obligations attributable to sourcing, investigating, performing due
diligence, structuring, organizing, acquiring, purchasing, managing, monitoring, operating,
holding (including expenses of tracking facilities), taking public or private, valuing, winding up,
exchanging, liquidating or dissolving and disposing of the Funds’ investments (whether or not
ultimately consummated). These expenses may include, without limitation, private placement fees,
finder’s fees, financing, commitment, origination or similar fees, interest on and fees and expenses
arising out of borrowed money, real property or personal property taxes on investments, including
documentary, recording, stamp and transfer taxes, brokerage fees or commissions or other similar
charges (including any merger fees payable to third parties), travel and entertainment expenses,
legal fees and expenses, expenses incurred in connection with the investigation, prosecution or
defense of any claims by or against the Funds, including claims by or against a governmental
authority, audit, appraisal, valuation and accounting fees and expenses, fees and expenses related
to consulting, advisory or professional services, taxes applicable to the Funds on account of their
operations, fees incurred in connection with the maintenance of bank or custodian accounts, all
expenses incurred in connection with the registration of the Funds’ securities under applicable
securities laws or regulations, any sales or other taxes, fees or government charges that may be
assessed against the Funds, the cost of liability and other premiums for insurance protecting the
Funds, the General Partners, the partners of the General Partners, the Management Company, the
members of the Management Company, and any of their respective partners, members,
shareholders, managers, managing directors, officers, directors, trustees, employees, consultants,
agents or affiliates in connection with the activities of the Funds or the loss of an employee, broken
deal expenses, fees and expenses associated with Funds’ communications with partners, including
preparation and distribution of financial statements and annual or other reports to the partners,
expenses associated with preparation, filing and distribution of tax returns, tax estimates and
Schedules K-1 or any other administrative, regulatory or other Fund-related reporting or filing,
including any filings, notifications, reports or regulatory requirements, rules or regulations, all
expenses incurred in connection with any restructuring or amendments to the constituent
documents of the Funds and related entities, including the General Partner and the Management
Company, costs associated with Funds’ meetings or other related matters, all legal, accounting,
audit, appraisal, valuation, consulting, advisory, bookkeeping, recordkeeping or professional
services fees and expenses relating to the Funds and their activities, fees and expenses relating to
outsourced finance, reporting, administration, accounting and back-office services, fees and
expenses relating to the regulatory compliance of the Management Company and its affiliates, fees
and expenses related to attending industry conferences, all expenses incurred by the tax matters
partner of the Funds, all fees and expenses incurred in connection with the maintenance of a
registered agent and office in the State of Delaware, all fees, costs and expenses relating to
litigation and threatened litigation involving the Funds, including the Funds’ indemnification
obligations, liquidation expenses of the Funds (including, without limitation, legal and accounting
fees and expenses), all expenses that are not normal operating expenses and all other expenses
properly chargeable to the activities of the Funds.

The Funds pay all organizational and syndication costs, fees and expenses incurred in connection
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Item 7: Types of Clients
All of the Advisers’ clients are private funds that are exempt from registration under the Investment
Company Act. Each Fund operates as a pooled investment vehicle intended to provide
management expertise and other advantages to clients. The minimum capital commitment for a
limited partner is outlined in the Funds’ Governing Fund Documents; however, Advisers maintain
discretion to accept less the minimum investment threshold. In addition, the Funds may enter into
separate agreements, commonly referred to as “side letters,” with certain investors, to waive
certain terms, or allow such investors to invest on different terms than those specifically described
in the Governing Fund Documents. Under certain circumstances, these agreements could create
preferences or priorities for such investors with respect to other limited partners.

Investors will be required to make certain representations when investing in a Fund, including but
not limited to that (i) they are acquiring an interest for their own account, (ii) they received or had
access to all information they deem relevant to evaluate the merits and risks of the prospective
investment, and that (iii) they have the ability to bear the economic risk of an investment in the
Fund. Each investor will be furnished with a copy of the Agreement of Limited Partnership and
other Governing Fund Documents.

The following Funds are currently managed by Advisers:

Elsewhere Partners I, LP
Elsewhere Partners BG, LP
Elsewhere Partners BG II, LP
Elsewhere Partners II, LP
Elsewhere Partners III, LP
Elsewhere Partners BB, LP
AVX IC, LP
AVX IC-B, LP
AVX TT, LP
AVX TT-B, LP
EPPN, LP