Achieve Partners Management LLC

Item 5. Fees and Compensation
       A.      Fees

Achieve Partners’ generally receives a management fee (“Management Fee”) and performance-
based compensation, “carried interest” (“Performance Allocation”) from each Fund (together, the

“Fees”). Management Fees and the Performance Allocation relating to each Fund are set forth in its
respective Offering Documents. Management Fees for the Funds vary up to 2% of the cost basis of
the Fund’s investments plus its unfunded commitments.

The Performance Allocation varies by the terms of each Fund’s Offering Documents and are
generally up to 20%. Achieve Partners reserves the right to negotiate, waive, reduce, rebate, or
calculate differently, its Fees with respect to any Client and any Fund investor. To the extent
Achieve Partners offers advisory services to managed accounts in the future, it will do so pursuant
to negotiated fees with each Client, as documented int the Client’s investment management
agreement.

       B.      Billing

Achieve Partners generally deducts the Management Fee directly from a Fund’s account held at a
qualified custodian in advance, on, or promptly after the first day of each quarter and, where
applicable, will realize a Performance Allocation as set forth in the Fund’s Offering Documents.
Management Fees paid in advance shall be refunded if an investor redeems its interest prior to the
end of the quarter in which the Management Fee was paid. Such refund shall be computed on a pro-
rata basis for such partial period.

       C.      Additional Expenses

Clients generally bear expenses, including, but not limited to:

   •   out-of-pocket expenses incurred in connection with the making, holding, sale, or proposed
       sale of any investment, including any expenses (including travel and entertainment)
       associated with proposed investments that are ultimately not made by the Fund;

   •   expenses of the Fund including legal, auditing, consulting and financing fees, insurance, and
       expenses associated with the Fund’s financial statements and tax returns, and other
       administrative expenses of the Fund; and

   •   litigation-related and indemnification expenses.

Certain Funds may also bear expenses indirectly to the extent a portfolio company pays expenses.

Certain expense reimbursements are payable to Achieve Partners or its affiliates. The nature of these
expense reimbursements is disclosed to investors in the Offering Documents. Additionally,
portfolio companies typically will reimburse the Achieve Partners (or service providers retained at
its discretion) for expenses (including, without limitation, expenses related to training programs,
meetings and other events (to the extent that such programs, meetings, or events are attended by
portfolio company personnel), certain entertainment expenses (to the extent that such expenses are
attributable to portfolio company usage), travel expenses, and expenses relating to recruiting,
relocation, and background checks for portfolio company positions) incurred by Achieve Partners
(or such service providers) in connection with their performance of services for such portfolio
company, but will offset any consulting fees (and other cash and non-cash compensation) incurred.

These expense reimbursements are in addition to Achieve Partner’s Management Fees and
Performance Allocation (if applicable).

Achieve Partners may also engage and retain senior or special advisors, advisors, consultants and
other similar professionals who may be listed on the website or other collateral materials but are
independent industry executives and not employees or affiliates of Achieve Partners and who
receive payments from the Clients and/or from, or allocations with respect to, portfolio companies
and/or other entities. In such circumstances, such fees or other compensation earned by such persons
will be retained by them and will not be deemed to be earned by Achieve Partners. Such amounts
will not be subject to any offset or sharing arrangements.

In certain circumstances, certain investors may be permitted to co-invest in portfolio companies
alongside the applicable Fund. If a co-invest vehicle is formed, such entity will bear expenses related
to its formation and operation. If a transaction in which a co-investment was planned, including a
transaction for which a co-investment was believed necessary in order to consummate such
transaction, ultimately is not consummated, broken deal expenses relating to such unconsummated
transaction may be borne entirely by the Fund, and not by any prospective co-investors that were to
have participated in such transaction. However, to the extent that such co-investors have already
invested in a co-investment or other vehicle in connection with such transaction, such vehicle
generally bears its share of broken deal expenses.

At times, Achieve Partners and/or a Fund’s general partner will engage a third-party placement
agent to distribute a Fund’s interests to investors in exchange for a placement fee with respect to
such investors’ subscriptions to the Fund. Under certain placement agent arrangements, the Fund
is responsible for paying such placement fee to the placement agent. Certain Funds’ Offering
Documents also provide that this placement fee will offset, on a dollar-for-dollar basis, the
Management Fees paid by the relevant Fund to Achieve Partners. For a more detailed discussion of
placement agents for the Funds, please see Item 14 – Client Referrals and Other Compensation.

Achieve Partners may have the right to contract for and receive transaction fees, break-up fees,
directors’ fees, and other fees from any portfolio company or person in connection with the activities
of the Funds, provided that the management fee shall be reduced (but not below zero) for such
persons’ receipt of: (i) directors’ fees or advisory fees; (ii) transaction fees; (iii) break-up fees; or
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Item 7. Types of Clients
As described in Item 4, Achieve Partners currently provides investment advisory services to
privately offered pooled investment funds including partnerships or other pooled investment
vehicles formed under domestic or non-U.S. laws and operated as investment pools that are
excluded from the definition of an investment company under the Investment Company Act of 1940,
as amended (the “Company Act”). In the future, Achieve Partners may also advise institutional

managed account Clients. At this time, it is not anticipated that Achieve Partners will provide advice
to advisory clients that are “retail investors” as defined by Rule 204-5(d)(2) under the Investment
Advisers Act of 1940, as amended (“Advisers Act”). Fund investors generally include institutional
investors and other sophisticated investors. Please note that investors in Funds are not Clients of
Achieve Partners by virtue of their investment in a Fund. Each Fund’s Offering Documents impose
a minimum contribution for investment, which varies from Fund to Fund, and is subject to Achieve
Partners’ sole discretion to accept contributions in lesser amounts. Achieve Partners may waive the
minimum investment or contribution with respect to any Client in its sole discretion.

Interests in the Funds are currently offered on a private placement basis, and where applicable, in
reliance on Section 3(c)(7) of the Company Act, to persons who generally are “accredited investors”
as defined under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified
purchasers” as defined under the Company Act, and who are subject to certain other conditions,
which are fully set forth in the Offering Documents of such Funds. Interests in, or shares of, non-
U.S. Funds are generally offered to persons who are not “U.S. Persons,” as defined under Regulation
S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of
tax-exempt U.S. Persons) on a private placement basis, and who are subject to certain other
conditions, which are fully set forth in the Offering Documents of such Funds.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified
client” as defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder.