Oceansound Partners LP

Item 5: Fees and Compensation
General
OceanSound provides investment advisory services to each of the Funds pursuant to separate
investment advisory agreements (the “Agreements”). The Agreements for each Fund, along with
specific Governing Fund Documents of each Fund, set forth in detail the fee structure relevant to
each such Fund. The terms of the Agreements and the Governing Fund Documents are generally
established at the time of the formation of the applicable Fund.

OceanSound typically receives compensation from fees based on a percentage of assets under
management, performance-based income allocations (“carried interest”) and certain other fees or
expenses related to transactions (see below). Investors should review all fees charged by
OceanSound, its affiliates, and others, as more fully described in the Governing Fund Documents,
to better understand the amount of fees to be paid by the Funds and, indirectly, the Investors.

Management Fee
Generally, the Funds pay OceanSound an annual management fee (the “Management Fee”) for
its provision of services. The Management Fee is payable quarterly in advance and typically based
upon committed capital during the commitment period and on actively invested capital thereafter,
in each case in accordance with the Governing Fund Documents, which typically provide for an
annual rate of 2% of commitments during the Fund’s commitment period and 2% of actively invested
capital thereafter. Certain co-investment vehicles do not charge Management Fees and
OceanSound and its affiliates reserve the right to waive, reduce or calculate differently Management
Fees for certain co-investment vehicles, investors (including employees), a limited number of
strategic partners, advisors, consultants, and others as may be determined in OceanSound’s sole
discretion. The “actively invested capital” used as the basis for calculating the Management Fee
includes, with respect to each Limited Partner, such Limited Partner’s capital contributions in
respect of all investments (including, in certain cases investment expenses and, for the avoidance
of doubt, any portion of any investment purchased using indebtedness incurred by the Fund
pursuant to any borrowing arrangements entered into directly by Fund), that, in all cases, have not
been disposed of or suffered a significant decline in its value below the original cost basis of such
investment, as determined by OceanSound. Certain transaction, consulting, advisory and other
similar fees, together with placement fee expenses and organizational expenses in excess of
certain thresholds set forth in the Governing Fund Documents, may be applied to reduce the
Management Fee.

Fee Base / Writedowns
In general, following the commitment period, the Management Fee will be based upon actively
invested capital in respect of portfolio investments that have not been the subject of a disposition
or decline in value, and will be payable in advance based on the amount of such actively invested
capital as of a Management Fee payment date, irrespective of any subsequent disposition or
decline in value during such applicable period. The due date in the funding notice to the limited
partners for the payment of the Management Fees may be on a date later than the Management
Fee payment date for the applicable period, at which time one or more portfolio investments for
which the Management Fee will be payable may have already been disposed of or declined in
value.

Once a portfolio investment has been disposed of or declined in value, the Adviser will not receive
a Management Fee on the portion of the investment that has been disposed of or declined in value
and the relevant general partners or special limited partners will not receive performance-based
compensation until the investors receive distributions equal to their share of such investments.

Part 2A of Form ADV Brochure | OceanSound Partners, LP                                  March 31, 2026
Subject to a Fund’s Governing Fund Documents, the decision to make a disposition or a
determination of a decline in value may be made with respect to an individual portfolio investment
or a portfolio company as a whole, and the Adviser may dispose of, or determine a decline in value
in respect of, all investments in a portfolio company or only certain investments made in a portfolio
company. For example, certain investment rounds may hold securities that carry a liquidation
preference or debt-like securities, which may not be disposed of or decline in value at the same
time or in the same manner as common stock.

In addition, under the Governing Agreements, the Adviser is afforded discretion to determine the
timing and nature of certain transactions and characterize the proceeds received in respect thereof,
and will at times have a conflict of interest in making such determinations. By way of example, in
the event of a partial disposition of a portfolio investment, the Adviser has the ability to determine,
in an equitable manner, the portion of the investment that has been disposed of and the capital
contributions that are attributable to such portion. The Adviser may have an incentive to make
these allocations in a way that benefits the General Partner’s ability to receive, or that increases
the amount of, carried interest. In addition, at certain times and in certain circumstances involving
transactions that do not entail the disposition of shares or other securities relating to a portfolio
investment, such as certain recapitalizations, extraordinary dividends or similar events, the Adviser
may elect and in the past has elected to treat all or any portion of the proceeds of such transactions
as a return of capital (and potentially cause the General Partner to receive carried interest on such
amounts) while not reducing the amount of actively invested capital upon which the Management
Fee is calculated.

Servicing Fee
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Item 7: Types of Clients
OceanSound provides discretionary management and advisory services to the Funds 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, pension plans (corporate, state and foreign), sovereign wealth funds, endowments,
foundations, banks, pooled investment vehicles (e.g., funds-of-funds), trusts, estates or charitable
organizations, and corporate or business entities.

The minimum commitment for a Limited Partner is outlined in the Governing Fund Documents;
however OceanSound maintains discretion to accept less than the minimum investment threshold.
Investors will be required to meet certain suitability qualifications, such as being 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
OceanSound’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 Governing Fund Documents 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, terms
relating to certain provisions of the investment terms, including excuse rights, management fees
and performance based compensation, transfer restrictions, reporting, notice regarding the
occurrence of certain regulatory or other specified events, sales commissions, portfolio
transparency, minimum investment amounts, priority co-investment rights or targeted co-
investment amounts, right to serve on the Fund’s Advisory Board, confidentiality protections and
disclosure rights, modification of default remedies, the obligation of OceanSound to minimize
certain adverse tax consequences to an investor in connection with the structuring of investments
in portfolio companies and other more favorable investment terms.

Furthermore, OceanSound may from time to time enter into strategic partnerships directly or

Part 2A of Form ADV Brochure | OceanSound Partners, LP                                March 31, 2026
indirectly with Investors that commit significant resources to a range of products and investment
ideas sponsored by OceanSound. Such arrangements typically include granting certain
preferential investment terms to such investors.