Enterprise Investors Corporation

Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each
EI Fund in conjunction with this Brochure for complete information on the fees and
compensation payable with respect to a particular EI Fund. Different EI Funds and
advisory accounts may be subject to different management fees and performance-based
compensation arrangements. In certain circumstances, the advisory fees payable to EIC
may be negotiable. Investors and prospective investors in each EI Fund should note that
similar advisory services may (or may not) be available from other investment advisers for
similar or lower fees. All clients are “qualified purchasers” as defined in Section 2(a)(51)
of the Company Act and therefore specific fee information is not required to be included
in this Brochure.

Deduction of Fees; Timing of Payments; Refund of Fees

EIC is authorized pursuant to the terms of the applicable Governing Documents to charge
and deduct advisory fees directly from the EI Funds. Payments of advisory fees are
generally made quarterly in advance and in accordance with the terms of the applicable
Governing Documents. Please refer to the Governing Documents of each of the EI Funds
for complete information on the timing of advisory fee payments.

Upon termination of any investment management agreement relating to an EI Fund, any
prepaid, unearned fees will be promptly refunded by EIC (determined on a pro rata basis
based on the number of days elapsed in the applicable payment period) to such EI Fund,
and any earned, unpaid fees will be due and payable by such EI Fund.

Other Fees and Expenses

In addition to the advisory fees and performance-based compensation payable to EIC and
its affiliated entities, each EI Fund (and therefore, indirectly, the limited partners of such

  EIC does not have ultimate investment discretion with respect to the assets of any EI Fund, as such discretion
is retained by the applicable general partner of each EI Fund.

EI Fund) will incur certain charges imposed by third parties directly relating to the EI
Fund’s operations, which can include all, or a portion of, the following: (i) any interest
expenses, principal, interest on and fees, costs and expenses relating to or arising out of all
borrowings made by the EI Funds, including fees, costs and expenses incurred in
connection with the arranging, establishment, negotiation, entering into and amending of
any credit facility, credit support or other relevant arrangements with respect to such
borrowings and all other documentation or agreements with one or more lenders, (ii) fees,
costs and expenses of sourcing, identifying, investigating, evaluating, negotiating,
structuring, consummating, acquiring, holding, monitoring or selling potential and actual
portfolio investments (whether or not consummated), including brokerage commissions,
clearing and settlement charges, investment banking fees, bank charges, placement,
syndication and solicitation fees, arranger fees, sales commissions and other investment,
execution, closing and administrative fees, costs and expenses, any travel and travel-related
costs and expenses incurred in connection therewith (including costs and expenses of
accommodations and meals, expenses associated with portfolio and risk management,
including hedging transactions, fees, costs and expenses incurred in the organization,
operation, administration, restructuring or winding up, dissolution and liquidation of any
entities through which the EI Fund makes investments (including, the fees, costs and
expenses relating to any directors of such entities through which the EI Fund makes
investments, the general partner or its general partner), any incentive fees, management
options or bonus payments payable by the EI Fund to portfolio company executives, (iii)
any taxes, fees or other governmental charges levied against the EI Fund or on its income
or assets or in connection with its business or operations, (iv) premiums and fees for
liability insurance to protect the EI Fund, its general partner, EIC, the members of the board
of advisors and any of their respective partners, members, stockholders, officers, directors,
employees, agents or affiliates (including EIC’s group insurance policy, general partner’s,
directors’ and officers’ liability or other similar insurance policies, errors and omissions
insurance, financial institution bond insurance, cyber-insurance and any other insurance
for coverage of liabilities to any person or entity that are incurred in connection with the
activities of the EI Fund (including an allocable portion of the premiums and fees for one
or more “umbrella” policies that cover the EI Fund, the investment manager, any sub-
advisor, the general partner and their affiliates)), (v) fees, costs and expenses of outside
legal counsel, accountants, auditors, appraisers, valuation experts, consultants,
administrators, custodians, trustees, investment banks, depositories and other similar
outside advisors and service providers with respect to the EI Fund and its portfolio
investments (including due diligence services and “expert” networks), (vi) all third-party
expenses and costs (including travel and travel related expenses) related to an investment
opportunity for the EI Fund to the extent that such costs are not actually borne by an entity
that is not affiliated with the EI Fund that is not ultimately made by the EI Fund (up to a
maximum of 1.0% of aggregate capital commitments during the term of the EI Fund for
expenses related to such investment opportunities not ultimately made by the EI Fund),
(vii) costs and expenses (including travel and travel-related expenses) related to the
participation in supervisory bodies and other governing bodies of portfolio companies of
the EI Fund, and meetings with portfolio company personnel and intermediaries and other
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Types of Clients

Types of Clients and Investment Vehicles

The limited partners of the EI Funds may include corporations, endowments, foundations,
trusts, estates, individuals and pension and profit sharing plans. The EI Funds are offered
exclusively to accredited investors and/or qualified purchasers pursuant to Section 3(c)(1)
or 3(c)(7) of the Company Act and are therefore not required to register as investment
companies under the Company Act in reliance upon certain exemptions available to EI
Funds whose securities are not publicly offered.

EIC or its related persons may, from time to time, establish certain EI Funds (“Feeder
Funds”) to address certain tax or regulatory requirements. Each Feeder Fund, if formed,
would be a limited partner of an EI Fund and interests in such Feeder Fund would be held
by the investors who elect to participate in the EI Fund through such Feeder Fund. In
addition, EIC may (i) form other alternative investment vehicles or special purpose vehicles
(collectively, “AIVs”) for the purpose of facilitating certain investments by one or more
EI Funds and/or investors and (ii) form other investment vehicles to invest in parallel with
an EI Fund for select investors in order to comply with securities laws or to address tax,
legal or regulatory issues (collectively, “Parallel Funds”) or (iii) form one or more
investment vehicles for the purpose of managing co-investments (“Co-Investment

Funds”). Prospective investors are requested to refer to the Governing Documents of the
applicable EI Fund for complete details on any Feeder Fund, Parallel Fund, or Co-
Investment Fund established to invest in or alongside an EI Fund and such EI Fund’s ability
to make investments through AIVs.

The EI Funds may at the discretion of the general partner of such EI Fund invest directly
in portfolio companies, or indirectly through one or more legal entities located in or outside
of the CEE region. The EI Funds invest through a jointly held AIV. The AIFMD requires
that the AIV facilitating EI Funds investments in the European Union retains an Alternative
Investment Fund Manager (“AIFM”), whose role is to provide to such AIV certain
regulatory, portfolio and risk management services required by AIFMD. A third party
AIFM has been retained for the EI Funds’ AIVs at the expense of the EI Funds.

Minimum Investment Requirements

EIC and its related persons require that each limited partner in each of the EI Funds be an
“accredited investor” as defined in Regulation D under the Securities Act of 1933. In
addition, EIC and its related persons generally require that each limited partner in each of
the EI Funds be a “qualified purchaser” as defined in the Company Act.

Subject to applicable regulatory requirements (if any), in general, there is no minimum
investment commitment required of a limited partner to participate in an EI Fund.

Methods of Analysis, Investment Strategies and Risk of Loss

Methods of Analysis and Investment Strategies

EIC seeks out a broad range of investment opportunities for the EI Funds. The EI Funds
invest primarily in medium-sized privately-held portfolio companies located in the CEE
Region with annual revenues between €25 million and €200 million and often take
controlling positions in such portfolio companies, typically at a purchase price between
€20 million and €75 million.

The EI Funds target portfolio companies encompassing a wide variety of economic sectors,
including retail and consumer products, industrial products and services, financial services,
pharmaceuticals and healthcare, telecom, information technology and construction.

Investors are requested to refer to the Governing Documents for each of the EI Funds for
complete information on investment strategies employed with respect to a particular EI
Fund.

The entire EIC investment team works on deal origination for the EI Funds, which is
achieved in part through proprietary channels where EIC investment team members source
deals by developing personal and long-term relationships with local business networks,
local business owners and other local entrepreneurs. Non-proprietary deals are originated
mainly through local or regional auction processes, where EIC investment team members
participate in tenders for suitable target portfolio companies for the EI Funds.

Each year, EIC’s investment team members review a large number of potential investment
opportunities, which are discussed during weekly investment team meetings. To apply the
investment team’s effort and time efficiently, selection of the most promising and
immediate rejection of uninteresting projects is critical. While analyzing new projects, the
investment team employs rigorous analysis that “stress tests” each element of projected
value creation combined with a detailed comparison to historical performance. Based on
this analysis and drawing on the investment team’s historical experience from specific
industries’ performance as well as companies’ life cycle advancement, the investment team
builds valuation models.

In the course of analyzing potential deals, all key process stages such as non-binding and
binding offers, term negotiations or signing must receive appropriate internal approvals.
In negotiating potential deals, the investment team will typically negotiate the following
key transaction terms: (i) vetoes on budget approval, capital expenditure spending, mergers
and acquisitions, management hire/fire, dividend payment and long-term liabilities like
bank debt, (ii) exit-related provisions, which typically include provisions relating to drag
alongs, tag alongs, IPO rights and other measures which are key to building a clear path to
a successful exit, and (iii) provisions designed to ensure the management team of the
applicable portfolio company will adequately cooperate with owners and co-investors
(such as an EI Fund and other investors co-investing in the portfolio company). Investment
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