Independent Access Partners LLC

ITEM 5: FEES AND COMPENSATION

A.     Fees and Compensation – IAP Funds

IAP Management Fee
Each IAP Fund will pay to the Managing Member an investment management fee (the
“Management Fee”) equal to a percentage of the Fund’s aggregate commitments per annum
through the last day of the fiscal quarter in which the Fund’s investment period terminates and
thereafter, a fee equal to a stated percentage of the Fund’s invested capital. The Management Fee
is paid quarterly in advance. The Managing Member may, in its sole discretion, waive or reduce
the Management Fee payable to the Managing Member by any particular Member.

Administration Fee
Certain IAP Funds will pay to the Managing Member or its affiliates an Administration Fee (the
“Administration Fee”) per annum for providing certain non-advisory services. The Administration
Fee is payable for administrative and investor services including, without limitation, overseeing
and assisting with the preparation of investor tax reporting and audited financial statements,
preparation of reports to Members, and the facilitation of capital account changes, such as investor
transfers of interests, account custody changes and distribution instructions. The Administration
Fee is in addition to any fees charged by the third-party administrator engaged by a Fund. The
Managing Member may, in its sole discretion, waive or reduce the portion of the Administration
Fee payable to the Managing Member by any particular Member.

Performance Fee
In addition to the payment of ongoing Management and Administration Fees, certain but not all
Funds (and indirectly the Members) may be required to allocate to the Managing Member of the
applicable Fund a Performance Fee (the “Performance Fee”) based upon a percentage of the Fund’s
return on invested capital. For additional details about such performance-based compensation,
please refer to Item 6 – Performance-Based Fees and Side-by-Side Management. Management
Fees, Administration Fees and Performance Fees are generally negotiated with the Fund or its
underlying Members.

Underlying Fund Fees
In addition, each Underlying Fund Manager also receives management fees and performance-
based fees from the applicable Fund. As a result, the limited partnership interests in an IAP Fund
will bear the costs of the management fees and performance fees payable to the Underlying Fund
Manager, as well as the Management Fees payable to IAP. After paying all fees and taxes on the
investment, limited partners in an IAP Fund will generally earn lower net returns than if they had
invested directly in the Underlying Funs, assuming limited partners would be able to access such
investments directly.

Variation in Fees and Terms
Management Fees payable by a Fund to IAP may vary from Fund to Fund. Investors should
carefully review the Relevant Offering Materials of the relevant Fund in conjunction with this
Brochure for complete information about fees, compensation, and expenses. Similar advisory
services may be available from other investment advisers for similar or lower fees.

Waiver of Management Fees and Side Letters
The Managing Member will not be assessed fees or other compensation payable to the Managing
Member on the Managing Member’s portion of a Fund’s committed capital (if any).The Managing
Member may and reserves the right, in its discretion, to enter into side letters with individual
investors and/or their advisers in one or more Funds that include terms which may vary and/or
reduce annual fees and other compensation payable from an investor in respect of such investor’s
interest in an IAP Fund.

Transaction-Related Expenses
For further discussion of brokerage fees, commissions and other related transaction costs and
expenses, please refer to Item 12 – Brokerage Practices as well as each Fund’s Relevant Offering
Materials.

B.     Deduction of Fees

The Managing Member is authorized under the Relevant Offering Materials of each IAP Fund to
charge and deduct IAP Management Fees and expenses, and Underlying Manager fees and
expenses directly from the contributed capital and/or other assets of the applicable Fund.

C.     Other Expenses

Organizational Expenses
An IAP Fund will bear or reimburse the Managing Member for all expenses incurred in connection
with the organization of the Fund and the continuing offering of Fund interests. These expenses
include, without limitation, legal fees, accounting fees, printing costs, government filing fees, and
out-of-pocket expenses incurred by the Managing Member in connection with the offering. The
organizational expenses of the Fund are typically amortized for financial reporting purposes over
a period of sixty (60) months from the commencement of operations of the Fund. The Managing
Member believes that amortizing these expenses is more equitable to all Members. However, the
amortization of organizational expenses is not in accordance with U.S. generally accepted
accounting principles (“GAAP”). Accordingly, if the organizational expenses are material, then
the Fund may make GAAP conforming changes for financial reporting purposes but amortize the

expenses for purposes of calculating the net asset value of the Fund. In such case, there will be a
divergence between the fiscal year-end net asset value of the Fund and the net asset value of the
Fund reported in its financial statements. Subscriptions, withdrawals and allocations will in such
case be made based on the fiscal year-end net asset value of the Fund, and not at the net asset value
of the Fund reported in the financial statements.

If a Fund is terminated before its organizational expenses are fully amortized, any unamortized
expenses will be recognized. If an investor withdraws all or part of its interests before the Fund’s
organizational expenses are fully amortized, the Managing Member may, but is not required to,
accelerate a proportionate share of the unamortized expenses based upon the amount being
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ITEM 7: TYPES OF CLIENTS

As noted in Item 4 above, IAP provides discretionary investment advisory services to the Funds,
which are clients of IAP. Investors in each Fund are not considered investment advisory clients of
IAP. Fund investors may include high net worth individuals, other investment entities, university
endowments, family offices, trusts, estates or charitable organizations or other corporations or
business entities and may include, directly or indirectly, Principals or other employees of IAP and
its advisory affiliates and members of their families.

Investment minimums are set forth in each Fund’s Relevant Offering Materials. IAP may waive
or reduce minimum investment requirements in its discretion, including based upon certain criteria
as described in Item 5 above, and reserves the right to decline any investor in its sole discretion.

Each potential IAP Fund investor must qualify as an “accredited investor” within the meaning of
Regulation D under the Securities Act of 1933 (“Securities Act”) and as a “qualified purchaser”
as defined for purposes of Section 2(a)(51)(A) of the Investment Company Act, or as a
“knowledgeable employee” as defined in Rule 3c-5 under the Investment Company Act. In
addition, each potential investor must meet certain other suitability criteria established by IAP.
The Subscription Agreement for each Fund contains questions relating to these qualifications. IAP
may, in its sole discretion, decline to admit investors who do not meet such suitability requirements
or for any other reason.