EQT Partners Inc

Item 5 – Fees and Compensation

Adviser Compensation – Funds

        The General Partner or Manager (as applicable) of each Fund pays the Adviser an
investment advisory fee as agreed between the parties, except in relation to investment advice the
Adviser provides with respect to the Open-Ended Investment Vehicle, the OpCos and the Co-
Invest Vehicles. The investment advisory fee consists of (1) the cost incurred by the Adviser for
its investment advisory services, (2) an agreed mark up with respect to such cost and (3) in the
case of some Funds, a certain portion of the General Partner’s or Manager’s residual profits

(generally based on the number of the Adviser’s partners who focus on the strategy pursued by the
Fund).

         On a semi-annual or quarterly basis (as applicable depending on the Fund), the Adviser
invoices the relevant General Partner or Affiliated Manager an amount equal to the budgeted
investment advisory fee for the upcoming six months or quarter (as applicable depending on the
Fund). Prior to the end of each calendar year, the Adviser determines the actual amount of the
investment advisory fee incurred up to the relevant cut-off date and an estimate of the amount
budgeted for the remaining period of the relevant calendar year, and invoices the relevant General
Partner or Affiliated Manager (such invoiced amount, the “preliminary fee”). Following the end
of each calendar year, the Adviser determines the actual investment advisory fee for the preceding
year. If the fee paid in advance exceeds the preliminary fee or the actual fee, then the Adviser will
return the excess amount to the relevant General Partner or Affiliated Manager as soon as is
reasonably practicable. Likewise, if the preliminary fee or the actual fee exceeds the fee paid in
advance, then the relevant General Partner or Affiliated Manager will pay the Adviser an amount
equal to the excess as soon as is reasonably practicable.

        If the Adviser’s appointment by the General Partner or Manager is terminated, then the
parties will adjust the investment advisory fee in respect of the period when the termination takes
place on a time apportioned basis.

Adviser Compensation – OpCos

        The Adviser charges a management fee to each OpCo (the “OpCo Management Fee”),
payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end net asset
value (“NAV”) attributable to Class I Shares, Class D Shares, Class S Shares, Class J Shares and
Class E Shares and (ii) subject to an OpCo Management Fee waiver through March 31, 2026,
1.00% per annum of the month-end NAV attributable to Class A-I Shares, Class A-D Shares, Class
A-S Shares and Class A-J Shares (collectively, the “Founder Shares”) for a 36-month period
following the initial offering of shares and 1.25% per annum of the month-end NAV attributable
to such Founder Shares thereafter, each before giving effect to any accruals for any fees, share
repurchases for that month, any distributions and without taking into account any taxes (whether
paid, payable, accrued or otherwise) of any intermediate entity through which the OpCo indirectly
acquires and holds a portfolio company, as determined in the good faith judgment of the Adviser.
Such OpCo Management Fee is calculated based on the OpCo’s transactional net asset value,
which is the price at which the OpCo sells and repurchases its Shares. The OpCo Management Fee
may be paid, at the Adviser’s election, in cash or Class T Shares.

Adviser Compensation – Co-Invest Vehicles

        The Adviser does not currently receive any advisory compensation from the Co-Invest
Vehicles. However, the Co-Invest Vehicles may, in some circumstances, pay a fee to their
respective general partners, which would be set forth in the respective Co-Invest Vehicle’s
governing documents.

Additional Fees and Expenses

        The Clients typically pay to the General Partner, Affiliated Manager or an affiliate thereof,
as the case may be, a priority profit share, a management fee, a performance allocation and/or
carried interest (or, in each case, an equivalent), as applicable, in accordance with the applicable
Client’s advisory agreement, limited partnership agreement or other organizational, governing or
offering agreement (as supplemented or amended, each a “Governing Agreement”). The priority
profit share, the management fee, the performance allocation and/or carried interest (or, in each
case, an equivalent), as applicable, may be reduced or waived for certain Limited Partners (as
defined below) in the discretion of the General Partner, the Affiliated Manager or an affiliate
thereof (excluding, for the avoidance of doubt, the Adviser), as the case may be.

        In addition to the priority profit share, the management fee, the performance allocation
and/or carried interest, if applicable, the Clients bear (to the extent not reimbursed by a portfolio
company or other third-party) certain costs and expenses, including those incurred by the General
Partners, Managers, Adviser and/or their affiliates, in connection with the operation and activities
of the Clients, including but not limited to: (i) certain organizational expenses (that are typically
limited by a cap amount defined in the applicable Governing Agreement of each Client); (ii) fees
for professional services, including fees for legal, tax, accounting, audit and other consultancy
services; (iii) banking and financing costs, including arrangement fees, commitment fees and
transactions costs and typically related to a credit facility or other borrowing arrangement
established for the Clients; (iv) investment relations and public relations expenses directly related
to the relevant Client; (v) other administrative costs, including costs relating to fund valuation and
related audit work, costs for fund administration, depositary costs, tax expenses, costs for
...

Item 7 – Types of Clients

        As described in Item 4 above, the Adviser provides investment advice to the OpCos and
Co-Invest Vehicles and to the General Partners and Managers of the Funds. The General Partners
and the Managers in turn manage and operate the relevant Funds. The Adviser provides investment
advice to the General Partners and Managers that is tailored to the particular investment objectives
of the Sub-Advised Clients.

      The Clients are not subject to registration under the Investment Company Act of 1940, as
amended (the “Investment Company Act”).

        Criteria for investment in the Clients are set out in the Clients’ private placement
memorandums or other offering materials (as supplemented or amended, each a “Private
Placement Memorandum”). Interests in the Funds and Co-Invest Vehicles may be purchased only
by investors that are (a) “accredited investors,” as defined in Regulation D under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” for purposes
of section 3(c)(7) of the Investment Company Act, (b) persons who are not “U.S. persons” for
purposes of Regulation S under the Securities Act or “United States persons” for purposes of Rule
203(m)-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and/or
(c) persons who meet other suitability requirements, such as those for Retail Investors as defined

by Directive 2014/65/EU of the European Parliament and the Council of 15 May 2014 on markets
in financial instruments and amending Directives 2002/92/EC and 2011/61/EU. Interests in the
OpCos may be purchased only by investors that are (a) “accredited investors,” as defined in
Regulation D under the Securities Act, and/or (b) persons who are not “U.S. persons” for purposes
of Regulation S under the Securities Act or “United States persons” for purposes of Rule 203(m)-
1 under the Advisers Act. Persons reviewing this Brochure should not construe this as an offer to
sell or solicitation of an offer to buy the securities of any of the Clients described herein. Any such
offer or solicitation will be made only by means of the applicable Client’s Private Placement
Memorandum.