Alpha Partners Management LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to the Firm are negotiable and vary among the Funds. However,
the range of compensation is generally as follows:
        1.       Management Fee and Performance-Based Compensation
The Firm typically receives an annual management fee, as described in each Funds’ Governing
Documents, based upon the total capital commitments during the investment period and then based
on invested capital after the investment period ends. Under the terms of the Funds’ Governing
Documents, the management fees are generally payable quarterly in advance.
Each Fund’s General Partner generally receives a carried interest equal to a percentage of net realized
profits, as described more fully in each Fund’s Governing Documents. The carried interest is generally
subject to a clawback at the end of life of the Funds if the General Partner has received excess
cumulative distributions. Due to the nature of the Firm’s investment strategy, an unaffiliated third-
party partner may be entitled to a portion of the net profits, in the form of a carried interest,
associated with such investment opportunity. If carry is paid to the third-party partner, then the
General Partner’s carried interest will be reduced such that the aggregate carried interest on the
Fund’s net profits do not exceed the percentage as set forth in the applicable Fund’s Governing
Documents.
The carried interest 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”). The Firm
may elect to waive or reduce the management fees and/or carried interest for certain investors
(including employees, strategic partners, or affiliates of the Firm). Please refer to the Governing
Documents of each of the Funds for complete information on the amount and timing of fees and
compensation payments.
        2.       Fee Comparison
Fund expenses, including the management fee and any performance-based fees, can constitute a
higher percentage of average net assets than could be found in other investment programs.
B.      Payment of Fees
Management fees are generally paid quarterly in advance. Performance-based fees are only paid
when the Funds distribute realized proceeds pursuant to such Fund’s Governing Documents.
C.      Fund Expenses and Other Fees
The Funds will typically bear costs and expenses related to the operation of business including:
organizational expenses of the Funds, subject to caps, as described in each the Funds’ Governing
Documents, fees, costs and expenses related to the purchase, holding, monitoring and sale of
investments, and reasonable fees, costs and expenses related to any unconsummated potential
transactions, including unconsummated co-investment transactions; expenses of any administrators,
custodians, legal counsel, consultants, tax advisors, valuation firms, accountants; fees of one or more

Alpha Partners Management LLC – Form ADV Part 2A                                                           Page 5

placement agents; all expenses relating to execution and disposition of investments in the Funds;
management fees; reasonable dining, transportation, and travel expenses associated with the due
diligence of and monitoring of potential and existing investments; expenses of any lenders and other
advisors, consultants, and other professionals, including performance-based fees; expenses of
ongoing compliance of the General Partner and the Firm to the extent directly related to the Funds
activities, including, without limitation, expenses related to registering the Firm as an investment
adviser under the Advisers Act; any insurance, indemnity or litigation expenses; the out-of-pocket
expenses, including travel, lodging and meals in connection with the respective limited partner
advisory committee; and certain taxes and any fees or other governmental charges levied against the
Fund. Out-of-pocket expenses associated with completed transactions may be reimbursed by the
seller or the portfolio company or capitalized as part of the acquisition price of the transaction.

It is critical that investors refer to the relevant confidential Governing Documents for a
complete understanding of expenses. The information contained herein is a summary only
and is qualified in its entirety by such documents.
D.      Prepayment of Fees
The Funds invest in the securities of private companies on a long-term basis. Accordingly, all fees are
paid during the term of the Funds and Investors are generally not permitted to withdraw or redeem
Interests in the Funds. Fees paid at the beginning of the quarter (such as management fees) will not
be refunded.
E.      Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accept compensation for the sale of securities or other
investment products outside of its association with the Firm.
The foregoing discussion in Item 5 represents the Firm’s basic compensation arrangements.
The management fees and incentive allocations described above are structured to comply
with Rule 205-3 under the Advisers Act. 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

The Firm provides investment advisory services to pooled investment vehicles which generally
operate as exempt investment companies under the Investment Company Act of 1940, as amended
(the “Investment Company Act”).
The Firm intends to restrict the number of Investors in the Funds and will offer Interests only through
non-public transactions in order to maintain their exclusion from “investment company” status
under the Investment Company Act.
Prospective Investors in the Funds 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.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933) and “qualified client” (as defined in Rule 205-3 under the Advisers Act) and
must meet other criteria as specified in the Governing Documents. The minimum initial investment
varies by Fund, but is generally $1 million, subject to waiver at the discretion of the Firm.