Fox Investments Management LP

Item 5     FEES AND COMPENSATION

       In general, FIM receives a management fee and a carried interest in connection with the
provision of advisory services to its clients. Investors in a Fund also bear certain expenses.

Management Fees

       Fund I will pay FIM a one-time management fee (the “Management Fee”) equal to 2.0%
of aggregate Investor capital commitments (“Commitments”), payable as of a date specific in the
relevant Governing Documents.

        To the extent specified in a Fund’s Governing Documents, FIM or another Fox Investments
entity will be permitted to receive certain supplemental fees and other amounts (“Supplemental
Fees”) consisting of: (i) management services or advisory consulting fees paid by any portfolio
company; and (ii) other designated net fee payments received by FIM or its partners or employees
from portfolio companies or prospective portfolio companies. Management Fees will not be offset
in connection with FIM’s receipt of such Supplemental Fees.

Carried Interest

        The Fund I GP will receive a carried interest with respect to Fund I equal to 20% of all
realized profits, as more fully described in the relevant Governing Documents. Subject to the terms
set forth in the relevant Governing Documents, the carried interest distributed to the Fund I GP is
subject to a potential clawback or giveback at the end of the life of Fund I if the Fund I GP has
received excess cumulative distributions.

Other Information

        Fox Investments is permitted to exempt certain “affiliated partner” Investors in the Funds
from payment of all or a portion of Management Fees and/or carried interest, including Fox
Investments and any other person designated by Fox Investments, such as “friends and family” of
Fox Investments or its personnel, or other Investors meeting certain qualification requirements
based on Commitment size or other strategic or relationship factors. Fox Investments reserves the
right to make any such exemption from Management Fees and/or carried interest by a direct
exemption or a rebate by Fox Investments and/or its affiliates. Fox Investments retains flexibility
to structure its compensation from Investors and expects in certain circumstances to agree to
invoice an Investor directly for Management Fees or other compensation, rather than deducting
such amounts from the Investor’s capital account(s).

         The Principal or other current or former employees of Fox Investments generally receive
salaries and other compensation derived from, and in certain cases including a portion of, the
Management Fee, carried interest or other compensation received by Fox Investments or its
affiliates.

         In addition to the Management Fee and carried interest payable to Fox Investments, each
Fund bears certain expenses. As set forth more fully in the Governing Documents, a Fund bears
all fees, costs, expenses, liabilities and obligations relating to the Fund’s (and its subsidiaries’ and
intermediate entities’) activities, investments and business to the extent not reimbursed by a
portfolio company, including: activities with respect to the identifying, investigating, sourcing,
structuring, organizing, negotiating, consummating, financing, refinancing, diligencing, acquiring,
bidding on, developing, owning, managing, monitoring, operating, holding, hedging, restructuring,
trading, taking public or private, selling, valuing, winding up, liquidating, dissolving, exchanging
or otherwise disposing of, as applicable, the actual and potential investments (including follow-on
investments) or seeking to do any of the foregoing (including any associated legal, financing,
commitment, transaction or other costs payable to attorneys, accountants, tax professionals,
investment bankers, lenders, expert networks, industry and/or due diligence experts, third-party
diligence and deal-sourcing, software and other subscription services and service providers,
consultants (including health, safety, environmental, social and governance consultants), executive
search firms for searches related to portfolio company personnel, data providers, title companies
and similar professionals in connection therewith and any fees and expenses related to transactions
that may have been offered to co-investors), whether or not any contemplated transaction or project
is consummated and whether or not any such activities are successful; broker, dealer, finder,
underwriting (including both commissions and discounts), loan administration, private placement,
sales, investment banker, finder and similar services; brokerage, sale, custodial, depository, local
paying agent, trustee, recordkeeping, account, stock distribution, registered office and similar
services (including any depositary appointed pursuant to the Alternative Investment Fund
Managers Directive (“AIFMD”) and any Swiss representative or paying agent appointed pursuant
to the Swiss Collective Investment Schemes Act (as amended), including any law, rule or
regulation relating to the implementation thereof); reporting, filings and other ongoing compliance
requirements contemplated by the AIFMD or any similar law, rule or regulation (excluding, for
the avoidance of doubt, the initial and/or preliminary registrations, filings and compliance
obligations related thereto), including secondary legislation, regulations, rules and/or associated
guidance, and any related requirements; legal, accounting, research, auditing, technology,
administration (including costs associated with any third-party administrator and administration,
tracking or reporting software, if any), information, appraisal, advisory, valuation (including third-
party valuations, fairness opinions, appraisals, pricing or data provider services, including with
respect to portfolio company transactions entered into between the Fund and other investment
vehicles affiliated with Fox Investments), accounting, consulting, tax, general administrative and
...

Item 7      TYPES OF CLIENTS

        Fox Investments provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Fox Investments’ 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 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 from time to time include, directly or indirectly, principals or other employees of Fox
Investments and its affiliates and members of their families or other service providers retained by
Fox Investments, as well as executives of portfolio companies.

        Fox Investments also generally is permitted from time to time to establish Funds that are
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.

      Fund I interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Fox Investments personnel). Fox Investments generally is permitted to waive such
minimum investment amount.