Everview Partners LP

ITEM 5         FEES AND COMPENSATION

        In general, Everview will receive a management fee (the “Management Fee”) and
carried interest or incentive allocation in connection with the provision of advisory services
to the Funds. Everview is permitted to receive additional compensation in connection with
management and other services performed for portfolio investments of the Funds and, in
certain cases, the Funds’ pro rata share of such additional compensation will offset in whole
or in part the Management Fees otherwise payable to Everview to the extent provided by the
Governing Documents. Investors in the Funds also bear certain expenses. Fee structures
are negotiated on a vehicle-by-vehicle basis so investors should review the Governing
Documents. Capitalized terms used but not defined herein have the meanings ascribed to
them in the relevant Partnership Agreement.

Management Fees

        Subject to the relevant EPREF Fund’s Governing Documents, during the EPREF
Funds’ Investment Period, the Management Company will be entitled to a Management Fee,
payable quarterly in advance, equal to 1.2%-1.5% on an annual basis, determined by a
Limited Partner’s commitment, of the relevant EPREF Fund’s aggregate capital
commitments (“Commitments”). With respect to the Strategic Vehicles, the Management
Company will be entitled to a Management Fee upon the occurrence of certain events as set
forth in the relevant Governing Documents. After (i) with respect to the EPREF Fund, the
earlier to occur of the expiration of the EPREF Fund’s Investment Period or upon the
occurrence of certain events set forth in the EPREF Funds’ Partnership Agreements or (ii)
with respect to the Strategic Vehicles, the Limited Partner’s runoff election date as
described in the Strategic Vehicles’ Partnership Agreements (in each case, the “Stepdown
Date”), such Management Fee will be (a) in the case of the EPREF Funds, determined on the
basis of the Actively Invested Capital or (b) in the case of the Strategic Vehicles, determined
on the basis of a Limited Partner’s net asset value as of certain dates as set forth in the
relevant Governing Documents. The EPREF Funds’ Management Fee will be reduced, in the
manner designated in the applicable Governing Documents, in exchange for a reduction in
its General Partner’s aggregate cash capital contribution obligation or a corresponding
interest in EPREF Fund profits.

        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 EPREF Management Fee will generally be payable until all EPREF Fund assets
have been distributed or until Everview’s relationship with such Fund is terminated for other
reasons (as described in the Governing Documents). EPREF Fund Limited Partners
participating in a closing after the Effective Date will bear the Management Fee retroactive
to the Effective Date as if such Limited Partner was admitted for its full Commitment on the
Effective Date, with an added interest factor. As a general matter, with respect to the EPREF
Funds, Management Fees will be payable during term extensions, if any, unless otherwise
agreed with investors. A Strategic Vehicle’s Limited Partners may cease paying the
Management Fee with respect to certain portions of their Commitment throughout the life
of the Strategic Vehicles, as set forth in the relevant Governing Documents.

       Under the Governing Documents, the EPREF Management Fee will be calculated and
charged on a basis that generally is not tied to a Fund’s then-current net asset value. As
further specified in the EPREF Governing Documents, and as discussed above, initially the
EPREF Management Fee will generally be charged based on a formula tied to the amount of
the EPREF Commitments. However, after the relevant Stepdown Date, the EPREF
Management Fee generally will be charged on a Limited Partner’s Actively Invested Capital,
which is in part tied to such Limited Partner’s share of the amount of contributed capital
(including, where applicable, an EPREF Fund borrowing component and the amount of any
capitalized fees or expenses) with respect to portfolio investments that have not been

completely disposed of or completely written-off for U.S. federal income tax purposes (each
such investment, an “Impaired Value Investment”) and the aggregate amounts committed
by the EPREF Fund to be drawn in respect of portfolio investments. As a result, except where
the relevant Governing Documents expressly provide to the contrary, the amount of
Management Fees generally will not correspond with fluctuations in an EPREF Fund’s net
asset value or the net asset value of individual investments, including where the fair market
value of an investment exceeds or falls below the total amount of Actively Invested Capital
relating to such investment. Therefore, other than with respect to Impaired Value
Investments, after the relevant Stepdown Date, the Management Fee generally will not be
reduced (in whole or in part) in connection with write downs (whether temporary or
permanent), certain distributions (e.g., those resulting from a recapitalization or
refinancing), a partial sale or disposition of an investment, reorganizations, roll-over
investments, extraordinary dividends, restructurings or similar transactions (in each case in
circumstances that do not result in the complete disposition of an EPREF Fund’s interest
therein (even in cases where the value of an EPREF Fund’s investments or an EPREF Fund’s
ownership percentage in such investment has been reduced (including substantially
reduced) as a result of such transaction)) or partial write down and the fair market value of
such investment following such event exceeds the total amount of Actively Invested Capital
relating to such investment, unless otherwise determined by the relevant General Partner
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ITEM 7         TYPES OF CLIENTS

       The Management Company provides investment advice to Fund clients, and
references throughout this Brochure to “clients” and to Everview’s related duties to and

practices on behalf of its clients and/or investors should be construed accordingly. The
Funds generally include investment partnerships 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 “Investment Company Act”). The investors
participating in the Funds generally are expected to 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 employees of Everview and its affiliates and members of their families, Advisors or
other service providers retained by Everview or the Funds, as well as executives of portfolio
investments.

       The relevant General Partner also generally is permitted to establish alternative
investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other
reasons. Alternative investment vehicle sponsors generally have limited discretion to invest
the assets of these vehicles independent of limitations or other procedures set forth in the
organizational documents of such vehicles and the Governing Documents of the related
Fund.

       The EPREF Funds generally have a minimum investment amount of $10 million for
third-party investors. The Strategic Vehicles generally have a minimum investment amount
of $25 million for third-party investors. In most circumstances, investors in the Funds must
meet certain suitability and net worth qualifications prior to making an investment in the
Funds. Generally, Fund interests are offered and sold solely to (i) “accredited investors” as
defined under Regulation D promulgated under the U.S. Securities Act of 1933, as amended
and the rules and regulations promulgated thereunder (“Securities Act”) and (ii) either
“qualified purchasers” or “knowledgeable employees” as defined under the Investment
Company Act. The Management Company generally is permitted to waive such minimum
investment amount and qualification requirements.