Acorn Growth Companies LC

ITEM 5. FEES AND COMPENSATION

Acorn receives management fees and its affiliated General Partners are allocated carried interest
as compensation for providing investment advisory services to the Funds. The following is a
general description of fees, compensation, and expenses of the Funds. Differences exist from
Fund to Fund, and certain Funds do not charge certain fees, compensation, or expenses that
other Funds charge. In addition, the General Partner of each relevant Fund may be permitted,
in its sole discretion, to waive or reduce an investor’s management fee or carried interest
allocation. The General Partners or other Acorn entities or affiliates receive additional
compensation in connection with management and other services performed for Portfolio
Companies of the Funds, as described more fully below. Such additional compensation may
reduce in part, depending on the Fund, the management fees otherwise payable to Acorn.
Investors in the Funds also bear certain expenses, as described more fully below. These
compensation arrangements present conflicts of interest, including incentives for Acorn to
structure investments and services in a manner that generates additional fees or compensation.

Each Fund’s Fund Documents describe fees, compensation, and expenses in greater detail.
Investors should refer to the Fund Documents of the applicable Fund for a complete
understanding of how Acorn is compensated for its advisory services. The information contained
herein is a summary only and is qualified in its entirety by such documents.

Management Fees

Acorn charges each Fund a management fee (the “Management Fee”), generally 2% per annum
of the non-affiliated investors’ (as defined in the relevant Fund Documents) aggregate capital
(either committed or invested, depending on the life-stage of the applicable Fund). The
Management Fee charged to each Fund is described (i) in full detail in the relevant Fund’s Fund
Documents and (ii) more briefly below. Generally, Management Fees are initially calculated
based upon each investor’s committed capital for the period of time during which each Fund is

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making investments; thereafter, the Management Fee will be equal to a percentage of each
investor’s invested capital, subject to other various factors as specified in each Fund’s Fund
Documents. Generally, investors participating in a subsequent closing after the initial closing of
a Fund are responsible for paying the Management Fee as of the date of the initial closing of
such Fund, plus interest, as applicable.

The General Partners are permitted, in their sole discretion, to waive all or a portion of the
Management Fee. Management Fees differ from one Fund to another, as well as among
investors in the same Fund. Such differences can arise from the size of an investor’s
commitment to a Fund, different investor classes, provisions of side letter agreements or other
negotiated terms. These arrangements may create conflicts of interest and may have the effect
of advantaging certain investors over others with respect to fee terms. Fees are generally
waived for Acorn employees, affiliates and their families investing in a Fund. Similarly, investors
who make co-investments generally pay no Management Fee, or pay a reduced Management
Fee, on the co-investment portion of their investment.

Carried Interest

As described in Item 6 below, each Fund General Partner is entitled to receive performance-
based compensation (referred to as “Carried Interest”) with respect to the Funds, which is
generally equal to 20% of all realized profits after an 8% annually compounded preferred return
is paid to the applicable Fund investors. Each Fund’s Carried Interest calculation is further
described in the relevant Fund Documents.

Origination Fees

For private credit funds, the General Partner of the Fund, Acorn or its affiliates receive or are
entitled to receive origination fees in respect of financing coordination or an origination fee
payable by third parties in connection with the Fund’s investments. Any origination fees
received by the General Partner, Acorn or its affiliates will be paid to the Fund for the benefit of
the Fund and its limited partners.

Other Fees and Information

Acorn or the relevant Fund’s General Partner bears all ordinary administrative and overhead
expenses incurred in connection with maintaining and operating its offices, including
compensation for employees’ salaries (except as permitted in the relevant Fund Documents),
rent and equipment expenses, utilities and similar expenses.

Each Fund generally bears all expenses relating to its activities (to the extent not reimbursed by
a Portfolio Company), including, but not limited to: (i) all expenses incurred in connection with
the evaluation, acquisition, holding, monitoring, refinancing, recapitalization, disposition or
proposed disposition of any investments (including private placement fees, taxes, brokerage
fees, sales commissions, underwriting commissions and discounts, appraisal fees, asset

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management fees and legal, accounting, custodian and appraisal fees, administrator and
consultant fees, and travel including premium and private travel); (ii) costs and fees relating to
the preparation of financial and tax reports, investor reports and communications, portfolio
valuations and tax returns of the Fund; (iii) the costs of prosecuting any legal action for or on
behalf of (or defending any legal action against) the Fund or its subsidiaries; (iv) all costs related
to the Fund’s indemnification of, as applicable, its general partner, the Firm, each of their
members, partners and affiliates and the members of the Fund’s advisory committee; (v)
interest on and fees and expenses arising out of all permitted borrowings made by the Fund;
...

ITEM 7. TYPES OF CLIENTS

As described in Item 4, Acorn provides discretionary investment advice to its Funds. Interests in
the Funds are offered privately to a limited number of sophisticated investors, including
individuals as well as institutional investors such as other investment entities, university
endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities. The Funds limit their investors to
persons or institutions who are: (i) “accredited investors” as defined in the Securities Act of
1933, as amended (“Securities Act”), (ii) “qualified clients,” as defined in the Advisers Act or (iii)
“qualified purchasers” or “knowledgeable employees,” each as defined in the Investment
Company Act of 1940, as amended (“Investment Company Act”). The Funds are not registered
or required to be registered under the Investment Company Act; are not made available to
the general public; their securities are not registered or required to be registered under the
Securities Act; and Fund interests are privately placed to qualified investors in the United States
and elsewhere.

Acorn serves as the investment adviser for co-investments that invest in a Fund and also
facilitates direct co-investments in a Fund Portfolio Company. As referenced in Item 4 above, in
certain cases co-investments have been structured either as: (i) a co-investment in a Fund or (ii)
a direct investment by certain investors into a Portfolio Company or its holding or operating
company. When structured as a co-investment in a Fund, Acorn considers the co-investment
vehicle to be a Fund client, identifies the Fund in its Form ADV Part 1A, Schedule D, Section 7.B.(1),
obtains an audit for the Fund, assesses a Management Fee and Carried Interest on such Fund in
accordance with the relevant Fund Documents, and includes the amount of assets of such Fund
in the Firm’s regulatory assets under management. In the case of direct co-investments, Acorn
does not consider the co-investment to be a Fund or a client, does not act as the investment
adviser to the co-investment portion of the investment, does not charge Management Fees or
Carried Interest with respect to such investment, does not have custody of the investment or
include the amount of assets of the co-investment in the Firm’s regulatory assets under
management.

Co-investment opportunities for investors generally arise when Acorn determines that: (i) the
Fund’s allocation to a Portfolio Company has been fully met under the Fund’s investment
guidelines; (ii) the amount available for investment in a Portfolio Company exceeds a prudent
allocation to the relevant Fund; and/or (iii) an allocation to an investor or third party would
provide a strategic benefit with respect to a Portfolio Company and, accordingly, to the Fund’s
ownership interest in the Portfolio Company. Subject to any restrictions contained in the Fund
Documents of the relevant Fund or any side letter or other terms negotiated with respect to
such Fund, Acorn generally has discretion when determining who will be permitted to
participate in a co-investment opportunity. In determining which investors will be eligible for
co-invest opportunities, Acorn considers a variety of factors, including: (i) the ability of the
investor to provide strategic benefits to a Portfolio Company (such as specific industry or

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operational knowledge and/or expertise and access to additional financing), which are expected
to benefit the relevant Fund’s ownership interest in a Portfolio Company; (ii) the investor’s
ability to evaluate and consummate a transaction on the timeline of the relevant Fund; and (iii)
the size of an investor’s commitment to a Fund. The allocation of co-investment opportunities
presents conflicts of interest, including with respect to which investors are offered such
opportunities, the amount allocated, and the timing thereof, and certain investors may receive
preferential access to such opportunities, including pursuant to side letter arrangements or
other agreements. In such circumstances, the size of the investment opportunity otherwise
available to Acorn’s Fund(s) is likely to be less than it would otherwise have been without the
inclusion of such co-investors.

Co-investments typically involve investment and disposal of interests in the applicable Portfolio
Company at the same time and on the same terms as a Fund making the investment. However,
in certain circumstances, for strategic and other reasons, a co-investor or co-investment vehicle,
including a co-investment fund, purchases a portion of an investment from one or more Funds
after such Fund(s) have consummated their investment in the Portfolio Company (also known as a
post-closing sell-down or transfer). Any such purchase from a Fund by a co-investor or co-
investment vehicle generally occurs in a period of time after the Fund’s completion of the
investment to avoid any changes in valuation of the investment. Where appropriate, and in
Acorn’s sole discretion, Acorn is authorized to charge interest on the purchase to the co-investor
or co-investment vehicle, and to seek reimbursement to the relevant Fund for related costs.
However, to the extent such amounts are not so charged or reimbursed, they generally will be
borne by the relevant Fund. These arrangements present conflicts of interest, including with
respect to the timing, pricing, and allocation of such transfers.