EMG Fund II Management LP

ITEM 5 – FEES AND COMPENSATION

Management Fees

EMG charges an annual fee (the “management fee”) as described in each Main Fund’s Governing
Documents. Investors in certain Fund I and Fund II Co-Investments are not subject to any management
fees, while investors in Fund III, Fund IV and future Fund Co-Investments generally may be subject to
management fees, to the extent that the amount of such investor’s commitment to or invested capital in Co-
Investments exceeds such investor’s commitment to the corresponding Main Fund, or as otherwise outlined
in applicable Fund governing documents. The Fund IV GP, Fund V GP, EMG Utica Midstream GP, and
their affiliates are not subject to management fees.

The timing of fee payments will be set forth in the relevant Fund’s Governing Documents. Generally,
management fees are payable by the Funds quarterly in advance. Subject to the specific provisions set forth
in the applicable Governing Documents, the annual management fee generally ranges from 0.75-2% of each
investor’s commitment or funded investment in the relevant Fund. Typically, annual management fees
initially are derived from capital commitments assigned to the investors in the Funds and subsequently
“step down” to be calculated on the net invested capital of the applicable Fund when the Fund’s active
investment period is over. In accordance with the Governing Documents of each Fund, if an investment
management agreement is terminated, the applicable Adviser will repay to the applicable Fund the unearned
portion (computed on the basis of the number of days elapsed), if any, of any fees previously paid to the
Adviser. Investors and prospective investors in the Funds should refer to the Governing Documents of each
Fund for a detailed description of fees.

Similar advisory services may be available from other investment advisers for higher, similar or lower fees.

Periodically, EMG issues capital calls to satisfy any investment requirements, Fund-related reimbursable
expenses or management fees owed to EMG. The General Partner of a Fund issues capital calls to investors
for their pro rata share of the relevant Fund’s expenses (including management fees) upon not less than ten
business days’ notice. Funds also have the option to pay expenses (including management fees) with
available cash generated from portfolio companies to the extent such cash is available.

Performance Fees

Subject to the specific provisions contained in each Main Fund’s Governing Documents, in addition to the
payment of an ongoing annual management fee, the Main Funds (and indirectly the investors in such Funds)
are required to pay to the applicable General Partner a performance fee in the form of a carried interest (if
it has been earned) with respect to distributions to be made to investors in the applicable Main Fund.
Investors in Fund I and Fund II Co-Investments generally are not subject to carried interest, while
investors in Fund III, Fund IV and future Fund Co-investments may be subject to carried interest,
to the extent that the amount of such investor’s commitment to or invested capital in Co-
Investments exceeds the investor’s commitment to the corresponding Main Fund, or as otherwise
outlined in applicable Fund governing documents. Investors and prospective investors should refer to
the Governing Documents of each Fund for a detailed description of the fee and distribution provisions.
The Fund IV GP, Fund V GP, EMG Utica Midstream GP, and their affiliates are not subject to performance
fees. Certain investors are or may be subject to different carried interest provisions based on terms in side
letter agreements.

For additional details about such performance-based compensation, please refer to Item 6 – Performance-
Based Fees and Side-by-Side Management.

Portfolio Company Fees

The General Partner of each Fund may receive certain fees in connection with the Fund’s investments in
portfolio companies, including directors’ fees, financing fees and advisory fees. Each General Partner of a
Fund will apply 100% of such fees to reduce the management fee. The General Partners of the Funds do
not retain any portion of such fees. In limited circumstances, an individual may receive director fees when
such individual’s position as a director precedes a Fund’s investment in such company. It is possible that
the General Partner of a Fund may receive accelerated fees in accordance with the relevant agreement
between the General Partner or affiliate and the portfolio company. In the event accelerated fees were
received, 100% of such fees would be applied to reduce the management fee. No accelerated fees have been
received as of the date of this Brochure.

Certain Advisers currently provide, and may provide in the future, professional services and personnel to
serve as officers of portfolio companies for a fee when these portfolio companies are unable to employ
individuals to adequately fill a role or are unable to do so in a cost-effective manner given the portfolio
company’s respective stage of development and EMG’s familiarity with the company. While the services
and individuals serving in officer positions are intended to be temporary, the Advisers will continue to
provide such services to portfolio companies until they are able to hire their own employees to provide such
services. In these situations, the services fees are retained by the respective Adviser to reimburse it for its
employees’ time and is not applied to reduce the management fee. Additionally, the employees providing
such services and/or serving in officer roles may receive direct incentive compensation in line with awards
to the portfolio company’s direct employees. The services fees charged by the Advisers are believed to be
consistent with market rates for such services; however, similar services may be available from other third-
party providers for higher, similar, or lower fees.

Administrative Fees
...

ITEM 7 – TYPES OF CLIENTS

As noted in Item 4 – Advisory Business, EMG provides discretionary investment advisory services to the
Funds, which are pooled investment vehicles operating as private investment funds exempt from
registration under the Investment Company Act. Each investor in the Fund must meet the eligibility
provisions outlined in Item 4 above. Investments in the Funds may be subject to a minimum initial
investment amount per investor, subject to increase, decrease or waiver at the discretion of EMG and the
General Partner of each Fund.