Ocean Avenue Capital Partners LP

ITEM 5 – FEES AND COMPENSATION

Fees
As investment adviser to each Fund, Adviser will generally receive an annual management fee
equal to a percent, generally ranging from 0.55% to 1.25%, of the capital commitment of each
Fund investor from the initial closing of the Fund through the end of the Fund’s term. This
management fee will generally be reduced to 90% of the prior year’s management fee beginning
in year 8 of the Fund’s term. Adviser, in its discretion, may waive or reduce the management fee
as to all or any of the investors in the Fund. Adviser and certain of its principals and employees
typically invest in the Funds, and management fees assessed on such investments may be
substantially reduced or waived entirely. In addition, all or a portion of such principals’ and
employees’ capital investments in a Fund may be made through reductions in or waiver of the
management fee payable to Adviser by the Fund in lieu of capital contributions by such principals
and employees.
The management fee generally will be paid by each Fund quarterly in advance. Management fees
are deducted from the assets of each Fund and are generally payable out of current cash flow,
disposition proceeds or from drawdowns of investors’ capital commitments to the Fund. Adviser
may be terminated as the investment adviser of a Fund upon the winding up of the Fund or in the
event a specified percentage of the investors vote to (i) remove the general partner or (ii) dissolve
the Fund, in which case the Adviser, in consideration for transitioning the Fund to a new general
partner or dissolving the Fund, shall be entitled to one year’s worth of management fees from the
date of such vote.
Adviser and/or its affiliates may be entitled to receive fees from actual or prospective portfolio
investments of the Funds, including origination, directors’ transaction, breakup, commitment,
closing, and monitoring fees. Although these fees are in addition to management fees paid by the
Funds, Adviser and/or its affiliates will reduce management fees, on a dollar for dollar basis, in
connection with the receipt of such fees.
Under each Fund’s governing agreement, an affiliate of Adviser generally will be entitled to
receive carried interest distributions. The carried interest distributions will generally be an amount
equal to a percentage, generally ranging from 5% to 15%, of the profits from each Fund after the
return of invested capital and a preferred return to investors. Adviser, in its discretion, may waive
or reduce the carried interest distributions as to all or any of the investors in the Fund.
The carried interest distributions for each Fund generally are paid out as distributions of the net
cash proceeds attributable to dispositions of portfolio investments of the Fund.
The amount of, and the manner and calculation of, the management fees and carried interest
distributions for each Fund are set forth in the governing documents of the Fund.
Adviser will not receive sales commissions in connection with sales of interests in a Fund.
Lower fees for comparable services may be available from other sources. The expenses of a Fund,
including Adviser’s management fee and carried interest distributions, may constitute a higher

percentage of average net assets than would be found in other investment vehicles not managed
by Adviser.
Costs and Expenses
Generally, a Fund bears all legal, accounting and other fees, costs and expenses of and incidental
to organizing and funding the Fund and the general partner and manager of the Fund up to a certain
amount as set forth in the governing documents of the Fund. A Fund will also bear the operational
costs and expenses of the Fund. Such costs and expenses include, but are not limited to: (i) legal,
auditing, custodial, travel, consulting, financing and accounting fees and expenses of the Fund; (ii)
expenses associated with preparation of the Fund’s financial statements, reports to Fund investors
and tax returns; (iii) out-of-pocket expenses and other expenses incurred in connection with the
operation of the Fund under the laws of the jurisdiction in which it is organized; (iv) out-of-pocket
expenses of transactions not consummated; (v) expenses of appraisers and consultants; (vi)
expenses of litigation and indemnification; (vii) insurance premiums; (viii) expenses of advisory
committee meetings and meetings of the Fund investors; (ix) other expenses associated with the
acquisition, holding and disposition of the Fund’s portfolio investments including extraordinary
expenses; (x) any taxes, fees or other governmental charges levied against the Fund; and (xi) costs
of dissolving and winding up the Fund. Fund investors may also bear a portion of any fees or
expenses charged by any special purpose vehicles that have been formed to facilitate portfolio
investments by the Funds or their investors for tax, regulatory or economic purposes. Fund
investors will also indirectly bear a portion of any fees or expenses charged by any other
investment vehicles or funds in which the Fund invests or other investment managers to which
Adviser allocates a portion of Fund assets. Adviser may, at its discretion, choose to pay or
reimburse the Fund for all or any portion of such expenses. For a full list of expenses, please refer
to the applicable Funds limited partnership agreement.
Although Adviser does not generally utilize the services of broker-dealers for Fund transactions,
in the event it chooses to use a broker-dealer, the Funds will bear brokerage and transaction costs
to the extent incurred. For additional information regarding brokerage and transaction costs, see
Item 12 below.

ITEM 7 – TYPES OF CLIENTS

Adviser provides investment advisory services to the Funds. Investment advice is provided directly
to the Funds and not individually to the investors in the Funds.
Adviser generally requires investors in a Fund to make a minimum commitment to the Fund. The
general partner of each Fund, in its sole discretion, may waive the minimum commitment amount.
Investors in a Fund generally must be “accredited investors” under Regulation D who are eligible
to enter into a performance fee arrangement under the Advisers Act. In addition, if a Fund relies
on Section 3(c)(7) under the Investment Company Act, investors also generally must be “qualified
purchasers” under Section 2(a)(51)(A) of the Investment Company Act. Adviser generally requires
Fund investors to make representations concerning their financial sophistication and ability to bear
the risk of loss of their entire investment in the Fund.