IOG Capital LP

Item 5: Fees and Compensation
General
IOG provides investment advisory services to the Investment Vehicles pursuant to separate
investment advisory and/or letter agreements (the “Agreements”). The Agreements for the
Investment Vehicles, along with specific organizational documents of each, set forth in detail the
relevant fee structure. The terms of the Agreements are generally established at the time of the
formation of the Investment Vehicles.

IOG typically receives compensation from a combination of fees based on a percentage of assets
under management, fees based on capital deployed, carried interest allocations and certain other
fees or expenses related to transactions (see below). Investors should review all fees charged by
IOG and others to fully understand the total amount of fees to be paid by a Fund and, indirectly, by
its Limited Partners and Investment Vehicles and their investors.

Management Fee
Fund I and certain of the Side Cars currently pay IOG an effective annual management fee (the
“Management Fee”) of 1.0% to 1.25% of committed capital which varies at different stages in the
life of the Fund (e.g., commitment period, investment period and distribution period). Certain other
Side Car entities pay Management Fees of 1.0% of capital deployed. IOGR Investors pay IOG a
fixed Management Fee that is approved by the Board of Managers of IOGR on an annual basis.

Management Fees are payable quarterly in advance/arrears and are based upon committed/deployed
capital during the commitment period and on invested capital and/or a percentage of distributions
thereafter, in each case in accordance with the Governing Fund Documents. IOG and its affiliates
reserve the right to waive or reduce the Management Fee for certain investors, including employees,
a limited number of strategic partners, advisors and consultants and others as may be determined in
IOG’s sole discretion.

Under the terms of the agreement with the European Bank, the European Bank pays IOG a 1% fee
on the capital invested in any of the Investment Vehicles in which the European Bank has invested.
The applicable Governing Fund Documents contain a detailed discussion on the fees associated
with each Investment Vehicle.

Carried Interest Allocations
A portion of each Investment Vehicles’ net investment profit may be allocated to the capital account
of its General Partner as “carried interest.” The manner of calculation of such carried interest is

Form ADV Part 2 Brochure | IOG Capital, LP                                      March 2021

disclosed in the Governing Fund Documents, and may vary by Investment Vehicle. Generally,
however, 20% of the investment profits of a Fund are allocated as carried interest to the Fund’s
General Partner or similar entity with a preferred return of 8% per annum, subject to a catch-up,
other than in the case of IOGR, a clawback and an escrow. In addition, per the Governing Fund
Documents, 23%-30% of a Fund’s General Partner’s carried interest and other profit (including
from investment entities other than from the fund) is to be shared with certain fund investors. As is
the case with Management Fees, IOG and its affiliates reserve the right to waive or reduce carried
interest for certain investors in a Fund, including employees, a limited number of strategic partners,
advisors and consultants and others as may be determined in IOG’s sole discretion.

Please see the applicable Governing Fund Documents for a detailed discussion on the carried
interest allocations associated with each Investment Vehicle.

Other Fees Earned by IOG and Third-Party Expenses
Generally, IOG will enter into preliminary term sheets with operators that will require an advance
of, and/or reimbursement upon closing of, due diligence expense fees which cover third-party
engineering and consultant costs during due diligence on a proposed investment. IOG will also
receive an up-front, flat non-refundable “work fee,” which covers IOG’s due diligence efforts in
connection with the proposed investment. The fees earned in this context do not offset management
fees paid to the General Partner.

IOG has also entered into a Management Services Agreement with IOGR whereby IOG receives a
flat annual fee, approved annually by the IOGR’s Board of Managers.

Other Expenses Charged to the Funds and Investment Vehicles
In addition to the Management Fees and carried interest, the Limited Partners of the Investment
Vehicles will bear indirectly the fees and expenses charged to the Funds, Side Cars and the European
Bank, respectively, and will be charged on a pro-rata basis based on ownership interests in the
respective Investment Vehicles. Those fees and expenses will vary by Investment Vehicle, but
typically will include, among other things: fees associated with the acquisition, holding and
disposition of investments, broken deal expenses, financing, legal, auditing, valuation, and
accounting fees and expenses, and interest on fees and expenses arising out of all borrowings made
by the Investment Vehicles. Fund I will also pay expenses of its Advisory Board and meetings of
its Limited Partners. Similarly, it is anticipated that IOGR will do the same, with regards to its
meetings, upon approval of IOGR’s Board of Managers.

The types of fees and expenses that will be charged to the Investment Vehicles in relation to the
acquisition, holding and disposition of investments, include, where contemplated by the applicable
Governing Fund Document, among other things: meals, entertainment, lodging and travel expenses.
Although it is not anticipated, expenses could be incurred for the use of non-commercial airplane
travel if the General Partner deems it prudent and more cost-effective than commercial airplane
travel. The resulting allocable cost of such non-commercial airplane travel will be charged to the
relevant Investment Vehicles.

In addition to the full-time investment professionals of the Firm, IOG engages the services of certain
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Item 7: Types of Clients
IOG provides discretionary management and advisory services to the Funds and Side Cars directly,
subject to the direction and control of the General Partner of each Fund, and not individually to the
Limited Partners. Investors in the Funds may include, but are not limited to, high net worth
individuals, endowments, banks, pooled investment vehicles (e.g., funds-of-funds), trusts, and
corporate or business entities.

Investors will be required to meet certain suitability qualifications, such as being a “qualified
purchaser” under Section 2(a)(51) of the Investment Company Act of 1940 or an “accredited
investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act.
Also, Investors will be required to make certain representations when investing in a Fund, including,
but not limited to that (i) they are acquiring an interest for their own account, (ii) they received or
had access to all information they deem relevant to evaluate the merits and risks of the prospective
investment and that (iii) they have the ability to bear the economic risk of an investment in the Fund.
Details concerning applicable Investor suitability criteria are set forth in the respective Governing
Fund Documents and subscription materials, which are furnished to each Investor.

The Funds may enter into separate agreements, commonly referred to as “side letters,” or other
similar agreements with a particular Limited Partner in connection with its admission to one of
IOG’s private investment funds without the approval of any other Limited Partner, which would
have the effect of establishing rights under or supplementing the terms of the applicable fund’s
Partnership Agreement with respect to such Limited Partner in a manner more favorable to such
Limited Partner than those applicable to other Limited Partners. Such rights or terms in any such
side letter or other similar agreement may include, without limitation, (i) excuse rights applicable
to particular investments (which may increase the percentage interest of other Limited Partners in,
and contribution obligations of other Limited Partners with respect to, such investments), (ii)
reporting obligations of the General Partner, (iii) waiver of certain confidentiality obligations, (iv)
consent of the General Partner to certain transfers by such Limited Partner or (v) rights or terms
necessary in light of particular legal, regulatory or public policy characteristics of a Limited Partner.