ESP Investment Advisors LLC

Item 5: Fees and Compensation

 The fees and expenses applicable to the Funds are set forth in detail in each of the Funds’ respective
 offering documents (the “Fund Documents”) (e.g. private placement memorandum, limited
 partnership agreement (the “Fund LPA”), and subscription agreement). A brief summary of fees
 and expenses is provided below.

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 Management Fees

 ESP is entitled to receive management fees (“Management Fees”) for the investment management
 and advisory services provided to the Funds. Management Fees are typically calculated based on
 committed capital, with respect to each Fund, at a rate of 2.0% per annum, unless other financial
 arrangements exist (e.g., a Side Letter with a lower Management Fee), until the end of the
 investment period. At the end of the investment period (or at such other time as described further
 in each Fund’s LPA) Management Fees are typically reduced to a rate of 1.75% per annum, unless
 other financial arrangements exist (e.g., a Side Letter), multiplied by the sum of partnership
 percentages of all Limited Partners, multiplied by the adjusted historical cost of remaining
 Portfolio Investments of the Partnership.

 Management Fees paid by a Fund may also be reduced by other fees or compensation received by
 ESP or its affiliates that relate to such Fund’s activities and investments, or by certain
 organizational or other expenses borne by such Fund, as described in more detail below.

 Management Fees are called semi-annually in advance (per the dates set forth in the relevant Fund
 Documents) and in no case are they paid more than six months in advance.

 The amount of, and the manner and calculation of, the Management Fees for each Fund are
 established by ESP and are set forth in such Fund’s governing documents received by each investor
 prior to investment in such Fund. Fees may differ from one Fund to another. ESP may cause all or
 any portion of any payment of the Management Fee paid by any Fund to be deferred or waived
 from time to time in its sole discretion. In determining adjusted historical cost of a Portfolio Investment,
 ESP will adjust the adjusted historical cost as described in each Fund’s LPA.

 Other Fees

 Advisory fees, monitoring fees, directors’ fees, and other fees from portfolio companies (or
 potential portfolio companies in the case of break-up fees) received by ESP or one or more of its
 affiliates (“Other Fees”), if any, will reduce the Management Fee by an amount specified in the
 relevant Fund Documents. In general, the offset is 100% net of expenses.

 Carried Interest Allocations

 In addition to Management Fees, in general ESP’s affiliated General Partners are also entitled to
 receive a carried interest or incentive allocation from each Fund of up to 20% of the cumulative
 net profits of such Fund after full return of capital plus a preferred return, unless other financial
 arrangements exist (e.g., a Side Letter with a lower carried interest). A General Partner’s
 entitlement to carried interest is subject to clawback provisions and other more detailed allocation
 and distribution provisions set forth in the Fund Documents of each Fund.

 Expenses

 Fund Expenses

 Expenses attributable to each Fund are described in the respective Fund’s governing documents,

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 including those to be borne by each General Partner and those to be treated as incremental
 Partnership Expenses (as defined therein). Fund expenses may include, but are not limited to, the
 following:
      •    all costs and expenses relating to the operations and activities of the Fund, such as those
           related to (a) initiating, investigating, evaluating or researching (including expenses for
           subscribing to periodicals, databases or research services), negotiating, structuring and
           arranging investment opportunities and acquiring Portfolio Investments (including reverse
           break-up, termination and other similar fees), (b) monitoring, managing, evaluating,
           restructuring, reorganizing, refinancing, or recapitalizing any Portfolio Investment or other
           Fund asset, (c) initiating, investigating, evaluating, researching, negotiating, structuring,
           arranging and effectuating exit strategies for, or the disposition of, any Portfolio Investment
           or other Fund asset, (d) maintaining, operating and managing the Fund or (e) seeking to do
           any of the foregoing (including any associated legal, financing, commitment, transaction
           or other fees and expenses payable to attorneys, accountants, tax professionals, investment
           bankers, lenders, third-party software and service providers, consultants or other
           professionals in connection therewith and any fees and expenses related to transactions that
           are offered to co-investors), whether or not any contemplated transaction or project is
           consummated and whether or not such activities are successful;
      •    all (i) financing, commitment, origination and similar fees and expenses, (ii) broker, dealer,
           finder, underwriting (including both commissions and discounts), loan administration,
           sales or private placement fees or commissions, (iii) fees for custodial, depository, trustee,
           record-keeping, account and similar services, (iv) fees and expenses of accountants,
           attorneys, consultants, custodians, engineers, brokers, financial advisors, investment
           bankers, and other professional advisors incurred by the Partnership or by the General
           Partners on behalf of the Partnership or that relate to appraisal, advisory, valuation
           (including third-party valuations, appraisals or pricing services) and consulting services or
...

Item 7: Types of Clients

 ESP provides investment management and advisory services, as described above in Item 4,
 “Advisory Business”, to the Funds. Investment advice is not provided individually to the limited
 partners of the Funds. Investment in the Funds is generally only available to institutional investors
 and certain high net worth investors that are “accredited investors”, “qualified clients” and
 “qualified purchasers”, within the meaning of the Securities Act, the Advisers Act and the
 Investment Company Act, respectively. Investments may be accepted from certain investors who
 are not “qualified purchasers”, but who are “accredited investors” and “qualified clients”, in the
 discretion of ESP or the General Partners in accordance with applicable law. If an investment is
 accepted from any investor who is not a “qualified client”, such investor will not be required to
 pay any performance fees in connection with its investment.

 Investors in the Funds are generally required to make a capital commitment or investment of no
 less than a required minimum amount as set forth in each Fund’s respective governing documents.
 At their discretion, ESP or the General Partners may waive or lower the minimum capital
 commitment amount.