EOC Partners Advisors LP

Item 5: Fees and Compensation

It is important that investors refer to and carefully read the relevant Offering Documents for a complete
understanding of expenses and fees they may pay through an investment in the Fund. The information
contained in this Item 5 is a summary only and is qualified in its entirety by such documents.

Item 5.A.

The fees and expenses associated with an investment in the relevant Fund are described in detail in the
Funds’ Offering Documents. EOC Partners may, in its sole discretion, manage funds with higher or lower
fees, different fee structures and different expense payment arrangements.

EOC Partners will receive a management fee that is calculated as a percentage based on invested capital
of the Fund. Generally, management fees can range between 1.0% and 1.5% annually. EOC Partners
reserves the right to waive or reduce the management fee for certain Limited Partners including, but not
limited to, employees, or affiliates of EOC Partners. The management fees are typically paid by the Funds
quarterly in arrears.

The General Partners or affiliate of EOC Partners are also entitled to receive performance-based
compensation from the Funds in the form of carried interest from their related Funds, typically between
10% and 20%. A detailed description of the carried interest calculation is further described in the LPA.
Generally, carried interest utilizes a European style waterfall and is calculated based on a percentage of
the profits distributed from each Fund investment and is subject to a preferred rate of return, recoupment
of allocated losses, fees and expenses and other criteria set forth in the relevant LPA.

Item 5.B.

EOC Partners is authorized to deduct management fees from Limited Partners’ capital accounts. These
fees can be called from Limited Partners or netted against proceeds from portfolio investments. Carried
interest will be distributed from investment proceeds.

Item 5.C.

Other Fees and Expenses

In addition to paying investment management fees and performance-based compensation, the Funds
(and, indirectly, the investors therein) will pay such additional expenses as are disclosed in the Funds’
applicable Offering Documents.

The Funds will reimburse the General Partner and/or EOC Partners for the Funds’ and its affiliated entities'
organizational and start-up expenses (as further set forth in the LPA). These organizational expenses,
include all reasonable and documented out-of-pocket expenses incurred by the General Partner, the
Limited Partner, and their respective Affiliates in connection with the organization of the Fund (and the
General Partner with respect to any incremental costs of the organization of the General Partner
associated with the Fund), and the offering of limited partnership interests therein, including without

limitation any related legal and accounting fees and expenses, filing fees and other similar costs and
organizational expenses.

Additionally, Fund expenses include, all other fees, costs, expenses, liabilities and obligations relating to
the Fund and/or its activities, business, portfolio companies or actual or potential investments (to the
extent not borne or reimbursed by a portfolio company or potential portfolio company), including but not
limited to (i) fees, costs and expenses of tax advisors, accountants, administrators, legal counsel, auditors,
investment bankers, consultants, depositaries or custodians, operating partners and third-party
professionals, advisors (including senior advisors) and asset management and other service providers; (ii)
all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and
structuring prospective or potential Investments which are not ultimately made, including without
limitation any legal, tax, accounting, commercial travel, advisory, consulting, printing and other related
costs and expenses and any liquidated damages, reverse termination fees and/or similar payments and
commitment fees in respect of Investments that are not ultimately consummated (“Broken Deal
Expenses”); (iii) all fees, costs and expenses incurred in developing, negotiating, structuring, trading,
settling, monitoring and holding actual Investments including, without limitation, any legal, tax,
administrative, accounting, advisory, sourcing and consulting and other similar costs and expenses in
connection therewith (to the extent the Fund, General Partner or the Adviser is not reimbursed by a
prospective or actual Portfolio Entity or other third parties) and any costs and expenses associated with
vehicles through which the Fund or the Limited Partner directly or indirectly participate in Investments;
(iv) brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and
settlement charges and other investment costs, fees and expenses actually incurred in connection with
making, holding, settling, monitoring or disposing of actual Investments (including, without limitation, any
costs or expenses relating to currency conversion in the case of Investments denominated in a currency
other than U.S. dollars); (v) research-related expenses, including, without limitation, news and quotation
equipment and services; (vi) technology-related expenses, including, without limitation, costs and
expenses of technology service providers and related software/hardware and market data and research
utilized in connection with the Fund’s investment and operational activities; (vii) expenses relating to
ongoing compliance-related matters and regulatory reporting obligations specifically relating to the
Fund’s activities (including, for greater certainty, expenses relating to the preparation and filing of Form
PF, reports and notices to be filed with the U.S. Commodity Futures Trading Commission and/or reports,
filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in
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Item 7: Types of Clients

EOC Partners provides discretionary investment management services to privately-offered, pooled
investment vehicles, as described above in Item 4.B, which is intended for investment by, in the United
States, investors that are “accredited investors” as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers” as defined under
Section 2(a)(51) of the Investment Company Act and the rules and regulations thereunder. The minimum

capital commitment for a limited partner has not been established and EOC Partners or the General
Partner may, in its sole discretion, elect to allow for any subscription amounts with respect to any investor.