Eve Partners LLC

FEES AND COMPENSATION

        In general, the Adviser receives a carried interest in connection with the provision of
advisory services to its clients, as well as a management fee from its provision of investment
advisory services to certain Funds. The Adviser or other EVE entities or affiliates are also eligible
to receive compensation in connection with management and other services performed for
portfolio companies of the Funds, and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to the Adviser only to the extent
provided by the Governing Documents. In addition, in certain circumstances, EVE expects to
receive compensation for management and other services performed in connection with co-
investments made in portfolio companies of the Funds. Investors in a Fund also bear certain
expenses.

Management Fees

Certain Funds pay EVE an annual management fee (“Management Fee”), payable quarterly in
advance, equal to 2% of aggregate commitments held by partners not designated as “affiliated
partners” by the General Partner. Upon a date specified in the Governing Documents (the
“Stepdown Date”), the Management Fee will be reduced as set forth in the Governing Documents.

Installments of the Management Fee payable for any period other than a full quarterly period are
adjusted on a pro rata basis according to the actual number of days in such period. The SPVs’
portfolio companies will pay the Adviser a management fee related to services provided with
respect to such portfolio companies (the “Portfolio Company Fee”) each quarter generally equal
to five percent of EBITDA.

         As further specified in the Governing Documents of the Funds, from the effective date of
the relevant Fund until the Stepdown Date, Management Fees generally will be charged based on
a formula tied to the amount of the relevant Fund’s aggregate Commitments. Further, after the
Stepdown Date, Management Fees generally will be charged and calculated based on a formula
tied to the amount of investment contributions (including, where applicable, a Fund borrowing
component (including interest expenses) and the amount of any capitalized Transaction Fees (as
defined below) or expenses, including costs of the Operations Group and other Service Providers)
made by the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio companies
that have not been realized or completely written off for U.S. federal income tax purposes (such
completely written off investments, “Impaired Value Investments”). Due to differences in the
criteria set forth in their respective Governing Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more
other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the Governing Documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an investment that has not been
fully realized or an Impaired Value Investment is less than the total amount of aggregate
investment contributions relating to such investments, then the amount of Management Fees
otherwise payable relating to such investment will be reduced solely to the extent the fair market
value of the relevant aggregate remaining investment(s) is less than the amount of total investment
contributions relating to such investment(s).

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and will not be reduced in
connection with any temporary write downs. Except where the Governing Documents expressly
provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of
partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization or
partial sale) or reorganizations, restructurings, roll-over investments, extraordinary dividends or
similar transactions, in each case in circumstances that do not result in the complete disposition of
the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or

the Fund’s ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
(such as Transaction Fees and Operations Group costs) and expenses paid to the Operations Group
or other Service Providers, EVE or its affiliates. Further, Management Fees generally will not be
reimbursed or refunded under the Governing Documents in the event of realizations, dispositions
or write-downs that occur partway through the relevant calculation period.
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TYPES OF CLIENTS

         EVE provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to EVE’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds generally include investment partnerships,
limited liability companies or other investment entities formed under U.S. or non-U.S. laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds generally include individuals, banks or thrift institutions,
other investment entities, university endowments, sovereign wealth funds, family offices, pension
and profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, Principals or other personnel of EVE and its
affiliates and members of their families, Operations Group members or other Service Providers
retained by EVE or a Fund, as well as executives of portfolio companies.

       The Funds generally have no minimum investment amount for third-party investors, and
Fund interests are typically offered and sold to accredited investors (or qualified knowledgeable
EVE personnel).

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The Adviser focuses exclusively on the transportation and logistics (“T&L”) industry to
partner with T&L companies and enhance cross-sell capabilities, generating Equity Value
Enhancement, or “EVE”. The Adviser continues to build and refine its Equity Value Enhancement
(EVE) playbook of executing and integrating tuck-in acquisitions, developing cross-sell strategies,
targeting operational synergies, and institutionalizing businesses.

Investment and Operating Strategy

         EVE employs its Equity Value Enhancement (EVE) playbook of executing and integrating
tuck-in acquisitions, developing cross-sell strategies, targeting operational synergies, and
institutionalizing businesses, focused on partnering with founders that are looking to roll

meaningful percentages of equity which ensures alignment between EVE and the existing
management teams. EVE focuses on majority, control investments in T&L businesses based in the
United States. EVE focuses on targeting non-asset based operating models (low capex, high
variable costs, and high free cash flow) and utilizing low leverage to purchase the companies
relative to other private equity peers. For each platform investment, EVE seeks to realize equity
arbitrage by acquiring tuck-ins at lower multiples than the ultimate platform sale. The team utilizes
its vast T&L network to source proprietary and business-broker deals with less competition.

         Once the tuck-ins are acquired, EVE intends to cross-sell the complementary services and
geographies to the platform to build a comprehensive solution to customers. EVE believes cross-
selling services both increases revenue growth and customer stickiness. EVE will also focus on
operational synergies once implementing each tuck-in, by leveraging increased scale to negotiate
better terms with transportation and back-office vendors and consolidating personnel, systems, and
facilities. EVE takes a deliberate, risk-conscious approach to integration and cost synergy
realization only implementing changes when it believes the business disruption risk is low.

Origination & Deal Flow

       EVE has developed meaningful relationships with founders and relevant industry
personnel across the country, allowing for proprietary platform deal flow in a majority of cases
and investments at what EVE believes to be favorable multiples. Additionally, EVE has senior
team members whose main focus is sourcing acquisitions by building extensive networks of
business brokers and T&L founders and executives across the country. Furthermore, EVE
maintains strong relationships with the standard middle-market and bulge-bracket investment
banks.

Initial Screening & Due Diligence

       EVE’s investment process seeks to leverage the senior team’s relationships and investment
methodologies that are the product of their substantial industry experience as investors, operators,
and advisors in the T&L space. The investment process is overseen and enforced by the investment
committee and executed by the investment team. The investment team follows a rigorous, phased
approach to screening, investment selection, and execution.

      EVE expects to utilize diverse sourcing channels and disciplined processes and
methodologies from investment inception to exit, with a focus on value creation. The investment
teams are expected to utilize a methodical approach to filtering sourced opportunities and
underwriting risks and upsides.

Post-Investment Value-Added Initiative

    EVE has developed and refined a time-tested value creation playbook. This playbook has four
main components designed to allow EVE to continually add value to strong platform investments
and generate attractive returns: Tuck-in Acquisitions; Cross-Sell; Operational Synergies;
Institutionalize.1

Exit Initiatives

        Exit planning occurs well in advance of launching a formal sale process and is often
informed by ongoing dialogue with potential intermediaries and buyers for EVE’s portfolio
companies. Decisions to initiate a sale process are ultimately driven by EVE’s progress against the
strategic plan and value creation initiatives, which are regularly discussed by EVE’s portfolio
company boards. EVE may also decide to bring a company to market before it has realized its
strategic plan if it believes the market opportunity to be very robust.

Risks of Investment and Conflicts of Interest

       Each Fund and its investors bear the risk of loss that EVE’s investment strategy entails.
The risks and conflicts of interest involved with EVE’s investment strategy and an investment in
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