Euphrates Advisors LLC

Item 5 – Fees and Compensation

         Euphrates Iraq Fund Ltd. is subject to an annual management fee equal to 2% of net assets, paid
quarterly in advance, and an annual performance allocation equal to 20% of net gains as of the end of each
year in excess of any prior net losses. Euphrates Ventures LP is subject to an annual management fee equal
to 2% of each investor’s capital commitment during the investment period and 1.5% of each investor’s net
invested capital thereafter, and a carried interest equal to 20% of distributions to investors after each
investor has received a return of 100% of such investor’s capital contributions. Euphrates New Frontiers
LP is subject to an annual management fee equal to 1.25% of net assets, paid quarterly in advance, and an
annual performance allocation equal to 12.5% of net gains as of the end of each year in excess of any prior
net losses. Other clients may in the future be subject to different fee arrangements.

         All investors in any Euphrates Fund should review the relevant fund’s governing documents for
more complete information on the fees and compensation payable by the fund. We may negotiate, waive
or modify the management fee or performance-based compensation for certain client accounts or investors
in a Euphrates Fund, including employees and affiliates of Euphrates, without entitling any other investors
to a waiver or modification. A client agreement can be cancelled as mutually agreed upon by the parties or
as specified in the investment advisory agreement. Upon termination of any account, any prepaid, unearned
fees will be promptly refunded, and any earned, unpaid fees will be due and payable.

         Our compensation from each fund is exclusive of brokerage commissions, transaction fees,
custodial fees, and other costs and expenses that are incurred by each Euphrates Fund or client account.
Our clients will incur other charges imposed by custodians, brokers or other counterparties, as well as
interest and commitment fees on loans and debit balances, transfer taxes, wire transfer and electronic fund

fees, and other fees and taxes on brokerage accounts and securities transactions. The Euphrates Funds also
incur certain operating expenses, including administration, accounting, tax, legal, and directors’ fees and
expenses. Investors should refer to the governing documents for each Euphrates Fund for more detailed
information about its operating expenses. Expenses are allocated among participating accounts in
proportion to their participation in a particular investment, in proportion to their respective net asset values,
or in such other manner as we determine to be equitable.

        See Item 12 (Brokerage Practices) below for more information about brokerage commissions
incurred by our clients.

Item 7 – Types of Clients

        Euphrates provides portfolio management services to the Euphrates Funds and may in the future
provide advice to other pooled investment vehicles and separate managed accounts for clients. The
Euphrates Funds are offered exclusively to accredited investors as defined in Regulation D under the
Securities Act of 1933 pursuant to an exemption under either Section 3(c)(1) or Section 3(c)(7) of the
Investment Company Act of 1940.