22NW LP

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to 22NW are negotiable. The range of compensation is
generally as follows:
        1.      Management Fee
With respect to the Fund, 22NW typically receives a quarterly asset-based management fee
calculated as a percentage of each Investor’s capital account, payable quarterly in advance.
The management fee is generally 1.5%.
        2.      Performance-based Fees
From the Fund, 22NW generally receives a performance allocation equal to a percentage of
the net income allocated to each Investor for the year, but only to the extent net income
allocated to that Investor exceeds any cumulative losses that were allocated to that Investor
for earlier periods and that have not been recovered (a “high water mark”). This performance
allocation is generally equal to 17.5% of the net increase in the value of the Investor’s account
and is typically made at the end of each calendar year.
The performance allocation will only be charged to accounts of those Investors who are
“qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as
amended (“Advisers Act”) in accordance with applicable state law.
        4.      Fee Comparison
Client expenses, including the management fee and any performance-based fees may
constitute a higher percentage of average net assets than could be found in other investment
programs.
B.      Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid in advance, are withdrawn at
the beginning of the quarter. Performance-based fees are determined as of the last business
day of the calendar year and as of any date on which an Investor makes a withdrawal or
receives a distribution from such Investor’s capital account.
C.      Third-Party Fees
Clients shall pay such costs and expenses as 22NW shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which 22NW reasonably determines to be directly related to the
investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs

                                                                                  Part 2A of ADV:
                                                                               22NW, LP Brochure

and expenses of third-party service providers that provide such services; and, (v) any
extraordinary expenses, among other expenses.
22NW’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the Clients. Such charges, fees and
commissions are exclusive of and in addition to the Firm’s management fee, and the Firm
shall not receive any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.      Prepayment of Fees
 22NW generally requires Fund Investors wishing to withdraw amounts from their capital
accounts upon 90 days written notice for the last business day of a quarter. In the event that
the Firm does permit an off-cycle withdrawal, any prepaid fees (such as management fees)
will not be refunded for the partial quarter. Any applicable performance-based fees will be
calculated at the time of withdrawal or closure, and deducted from the proceeds.
E.      Outside Compensation for the Sale of Securities
Neither 22NW nor its supervised persons accept compensation for the sale of securities or
other investment products outside of its association with 22NW.
The foregoing discussion in Items 5 represents 22NW’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.
Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular Investor may vary. Although the Firm believes its
fees are competitive, lower fees for comparable services may be available from other
investment advisers.

Item 7 – Types of Clients

22NW provides investment advice and management to a pooled investment vehicle (other
than investment companies).
22NW may in the future provide the same or similar services to other privately placed
investment funds.
The Firm intends to restrict the number of Investors in the Fund and will offer Interests only
through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
Prospective Investors in the Fund must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Governing Documents, which set forth all of the terms in detail.
Though the Clients generally pursue the same strategy, offering terms may differ.
The Fund. Each Investor generally must be an “accredited investor” (as defined in Regulation
D under the Securities Act of 1933), or a “qualified purchaser” (as defined in Section 2(a)(51)
of the U.S. Investment Company Act of 1940, as amended), as applicable, and must meet other
criteria as specified in the Governing Documents. The minimum initial investment is
$5,000,000, and the minimum additional investment is $5,000,000 subject to waiver at the
discretion of 22NW.