Estancia Capital Management LLC

Item 5: Fees and Compensation
General
The Advisor provides investment advisory services to each Fund pursuant to a management
agreement with each Fund respectively (the “Management Agreements”). The Management
Agreements, along with specific organizational documents, set forth in detail the fee structure
relevant to each Fund.

The Advisor generally receives compensation from fees based on a percentage of assets under
management (capital commitments to a Fund), an administrative fee, and certain other fees or
expenses related to transactions (see below).

Under the terms of each Fund’s LPA and each Fund’s management agreement with the Advisor,
Estancia is authorized to deduct management fees and carried interest directly from the Funds. In
addition, the Funds may pay organizational and other expenses as described below. Estancia’s
services may be terminated by the Funds at any time as provided in each Fund’s Management
Agreement with Estancia. Upon termination of the agreement, any prepaid, unearned fees will be
promptly refunded, and any earned, unpaid fees will be due and payable.

Management Fee

During Fund I’s term, Fund I paid the Advisor an annual management fee of up to 2.0% per annum
of committed capital during the commitment (investment) period which terminates on the fifth (5 th)
anniversary of the initial closing date; thereafter the fee is reduced ratably (by 12.5 basis points)
over the next four years to a fee of 1.5% per annum. On December 23, 2023, the term of Fund I
expired and as a result, no further Fund I Management Fees accrue. Fund I is now in wind down.

Fund II pays the Advisor an annual management fee of up to 2.0% per annum of committed capital
during the commitment (investment) period which terminates on the fourth (4 th) anniversary of the
final closing date; thereafter the fee is reduced to a fee of 1.75% per annum of the sum of Investment
Contributions made (or, in certain circumstances, payable with respect to outstanding capital call
notices or capital call notices expected to be issued in the future to repay indebtedness used to make
investments) with respect to investments that have not been disposed of or permanently written-
down, subject to certain express provisions of the relevant LPA. .

Fund III and Fund III-A pay the Advisor an annual management fee of up to 2.0% per annum of
committed capital during the commitment (investment) period which terminates on the fourth (4 th)
anniversary of the final closing date; thereafter the fee is reduced to a fee of 1.75% per annum of
the sum of Investment Contributions made (or, in certain circumstances, payable with respect to
outstanding capital call notices or capital call notices expected to be issued in the future to repay
indebtedness used to make investments) with respect to investments that have not been disposed of
or permanently written-down, subject to certain express provisions of the relevant LPA.

ECP R&T and ECP R&T Feeder pay the Advisor an annual management fee of up to 0.75% per
annum of the aggregate amount of investment contributions made on account of the initial
contribution and/or incremental commitment with respect to the investment, less aggregate amount
of any permanent write-downs of such investment, subject to certain express provisions of the
relevant LPA.

The management fees for the Funds are generally payable quarterly in advance and typically based
upon committed capital during the commitment (investment) period and on net invested capital
thereafter, in each case in accordance with the respective Fund’s LPA. Estancia reserves the right
to waive or reduce management fees for certain investors, pursuant to the terms of the relevant
Fund’s LPA.

Carried Interest Allocations
A portion of each Fund’s net investment profit may be allocated to the capital account of its General
Partner and pursuant to a side letter to any Limited Partner (collectively, “Carry Partners”) as
“carried interest.” The manner of calculation of such carried interest is disclosed in the LPA.
Generally, however, 20% of the investment profits of the Fund are allocated as carried interest to
such Carry Partners with a preferred return of 8% per annum, subject to catch-up and clawback
provisions. Carried interest is generally payable when there is a distribution of distributable
proceeds reflecting profits as a result of an investment in a Portfolio Company together with any
dividend or interest income with respect to such investment. Carried interest allocations are separate
and distinct from the Management Fee paid to the Advisor. In accordance with the terms of each
LPA, the General Partner reserves the right to waive or reduce carried interest for certain Investors.

Administrative Fee
Pursuant to an administrative services agreement between the Advisor and the General Partner, the
Advisor has agreed to provide administrative, support, and consulting services to each General
Partner relating to that General Partner’s management of the relevant Fund. In exchange for these
services, the Advisor receives an administrative fee (“Administrative Fee”). This may create a
conflict of interest because some of the costs and expenses may be reimbursed by the Funds. To
mitigate this potential conflict, each LPA identifies costs and expenses that may be charged to the
relevant Fund.

Other Fees
Estancia may receive director’s fees, commitment fees, transaction fees, investment, consulting or
advisory fees, management fees or break-up fees (including, without limitation, proceeds from the
disposition of any options, warrants or other equity securities) and other similar fees associated with
investments or proposed investments or commitments made by either Fund from Portfolio

Companies or their respective affiliates (“Other Fees”). Eighty percent (80%) of these Other Fees
are applied to reduce the annual Management Fee.

Organizational Expenses
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Item 7: Types of Clients
Estancia provides discretionary management and advisory services to the Funds directly, subject to
the direction and control of the General Partners, and not individually to the Limited Partners.
Investors in the Funds may include, but are not limited to, pension and profit-sharing plans
(corporate and governmental entities), endowments, foundations, banks, pooled investment vehicles
(e.g., funds-of-funds), charitable organizations, corporate or business entities, individuals, trusts and
estates.

Subscriptions for capital commitments may be accepted or rejected on behalf of a Fund by its
General Partner (which may refuse to admit any Limited Partners for any reason whatsoever). The
minimum capital commitment for any person that is an individual shall be $1,000,000 and the
minimum capital commitment for any other person and/or entity shall be $5,000,000; provided,
however, that the General Partners may accept capital commitments of a lesser amount in their sole
discretion.

Investors will be required to meet certain suitability qualifications, such as being an “accredited
investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act.
Limited Partners will also be required to make certain representations when investing in a Fund,
including, but not limited to that (i) the Limited Partner has been given access to information
regarding that Fund and the risks associated with an investment therein, and has utilized such access
to the Limited Partner’s satisfaction for the purpose of obtaining information about that Fund;
particularly, the Limited Partner has either attended or been given reasonable opportunity to attend
a meeting with the relevant General Partner for the purpose of asking questions of, and receiving
answers from, that General Partner concerning the terms and conditions of the offering of the
interest in that Fund and to obtain any additional information, to the extent reasonably available,
necessary to verify the accuracy of information provided to the Limited Partner about that Fund, (ii)
the Limited Partner is acquiring an interest for his own account, (iii) the Limited Partner is a
sophisticated investor, (iv) the investment in a Fund is suitable for the Limited Partner, (v) the
Limited Partner has obtained to the extent it deemed necessary professional advice with respect to
the risk(s) inherent in the investment in a Fund, (vi) the Limited Partner has the ability to bear the
economic risk of an investment in a Fund, and (vii) the Limited Partner recognizes that an
investment in a Fund involves a high degree of risk. Details concerning applicable Limited Partner
suitability criteria are set forth in the respective Fund’s Governing Documents and subscription
materials, which are made available to each Limited Partner.