ESO Management Services LLC

Item 5 – Fees and Compensation
     A. Fee Schedule

Our fee arrangements may be higher than the fees charged and profits retained by other fund
managers for the same or similar services.

Each Fund maintains for each investor a capital account that is adjusted to reflect the management
fee, profits allocation, start-up/placement fees, other fund expenses, capital contributions, and other
similar changes during the term of the investment. The range of fees and compensation payable to
ESO          Management           Services       LLC        is      generally         as        follows:

ESO Management Services, LLC                                                  Form ADV Part 2A: Firm Brochure

     1. Management Fee

With respect to the Funds, ESO Management Services LLC typically receives a quarterly asset-based
management fee calculated as a percentage of each Investor’s capital commitment, payable quarterly
in advance. The management fee is generally between 0% and 2.5%.

The General Partner may elect to reduce, otherwise modify or waive the Management Fee with
respect to any Investor.

     2. Performance-based Fees

Our affiliated companies, serving as the respective Fund’s General Partner generally receives a
carried interest allocation equal to a percentage of all realized profits, as described more fully in each
Fund’s Constituent Documents. The carried interest is generally subject to a giveback at the end of
life of the Funds if the General Partner has received excess cumulative distributions.

The carried interest will only be charged to accounts of those Investors who are “qualified clients” as
defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”).

     3. Fee Comparison

Total expenses, including the management fee and any performance-based fees, may constitute a
higher percentage of average net assets than could be found in other investment programs.

     B. Payment of Fees

Management fees, performance-based fees, and third-party fees (discussed below) are deducted
from the Funds. Management fees, which are paid in advance, are withdrawn at the beginning of the
quarter based on committed capital. Performance-based fees are calculated as of the last business
day of the calendar quarter, but are only paid when the Funds distribute realized proceeds pursuant
to the Fund’s Constituent Documents.

Termination of Services
ESO Management Services LLC’s management services will be terminated automatically in the event
that the Funds are dissolved or terminated. In addition, services may be terminated in the event that
Fund Investors (i.e. limited partners) decide to select a different investment manager for the Funds
and written notice is provided to ESO Management Services LLC. In the event services are
terminated, the investment management fee shall cease to accrue and the final quarterly fee paid in
advance will be refunded to the Fund pro-rata based on the number of days remaining in the final
quarter.

     C. Third-Party Fees

Expenses to be borne by each Fund typically include the following costs and expenses associated
with the formation, operation, dissolution, winding-up, or termination of such Fund: all costs and
expenses incurred in the identification, research, evaluation, sourcing, investigation, holding,
purchase, monitoring, sale or exchange of investments (whether or not ultimately consummated),
including, but not by way of limitation, private placement fees, finder’s 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 expenses, legal fees and

ESO Management Services, LLC                                                    Form ADV Part 2A: Firm Brochure

expenses, expenses incurred in connection with the investigation, prosecution or defense of any
claims by or against the Fund, including claims by or against a governmental authority, audit,
appraisal and accounting fees and expenses, fees and expenses related to consulting, advisory or
professional services relating to investments or proposed investments, taxes applicable to the Fund
on account of its operations, fees incurred in connection with the maintenance of bank or custodian
accounts, and all expenses incurred in connection with the registration of the Fund’s securities under
applicable securities laws or regulations, any sales or other taxes, fees or government charges which
may be assessed against the Fund, the cost of liability and other premiums for insurance protecting
the Fund, the General Partner, the members of the General Partner, ESO Management Services LLC,
the members of ESO Management Services LLC 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 Fund, expenses associated with Fund
communications with Investors, including preparation and distribution of financial statements and
annual or other reports to the Investors, expenses associated with preparation and filing of tax
returns, costs associated with Fund communications and meetings, all legal, accounting, audit,
administration, banking, registration, appraisal, consulting, advisory, bookkeeping, recordkeeping or
professional services fees and expenses relating to the Fund and its activities, fees and expenses
relating to outsourced finance, reporting, administration, accounting and back-office services, all fees
and expenses relating to the regulatory compliance of ESO Management Services LLC and its
affiliates, all expenses incurred by the tax matter partner and/or representative of the Fund, all fees
...

Item 7 – Types of Clients

ESO Management Services LLC’s only clients are the affiliated Funds under our management.

ESO Management Services LLC intends to restrict the number of Investors in the Funds and will offer
Interests only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment Company
Act”).

Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly
review a Fund’s Constituent Documents, which set forth all of the terms in detail. Though the Clients
generally pursue the same strategy, offering terms may differ.

Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933) and “qualified client” (as defined in Rule 205-3 under the Investment
Advisers Act of 1940) and must meet other criteria as specified in the Constituent Documents. The
minimum initial investment varies by Fund but is generally in the range of $100,000 to $25,000,000
subject to waiver at the discretion of ESO Management Services LLC.