ANZU Partners LLC

Item 5: Fees and Compensation

The Firm receives compensation in the form of management fees from each Fund. Specifically, during
a Fund’s period of capital deployment, the Fund will typically pay the Firm an annual management
fee, payable quarterly in advance, at an annual rate equal or up to 2.5%. The management fee rate is
applied to either: 1) the aggregate capital commitments, or 2) the amount of capital called from
Investors (based on the specific governing documents), which may be reduced to 2% upon the end
of the period of capital deployment. The Firm, in its sole discretion, may reduce or waive any
management fee at any time, including in particular during any wind-down of the Fund’s business.

In addition, the Firm may also be paid an incentive advisory fee or a performance-based, general
partner distribution, calculated in accordance with the offering memorandum of the specific Fund.
Please see the Governing Documents of each Fund for the specific formula for calculating the fee.

With respect to the SPVs, the Firm is generally not compensated through a management fee but may
receive an incentive fee (carried interest) from certain of the SPVs. The terms of each co-investment
deal are negotiated on a case-by-case basis and Investors should review the terms in the offering
memorandum prior to investing.

Each Fund will generally pay the organizational, funding and startup expenses of the Fund, as
described in each Fund’s offering memorandum, which may include travel, printing, legal, private
placement or finders’ fees paid to third parties, capital raising, accounting, regulatory compliance, any
administrative or other filings, and other organizational expenses. Notwithstanding the foregoing, the
amount of such expenses borne by a Fund will typically not exceed 1% of the Fund’s aggregate
commitments. Any expenses in excess of 1% of the Fund’s aggregate commitments will be paid by
the Firm.

In addition to the fees and expenses discussed above, each Fund/SPV will pay all other expenses
relating to the Fund’s/SPV’s activities, investments and business that are not reimbursed by a portfolio
company on a pro rata basis, including, but not limited to: (i) expenses attributable to structuring,
organizing, acquiring, managing, operating, holding, valuing, winding up, liquidating, dissolving and
disposing of the Fund’s/SPV’s investments, including follow-ons and refinancings (including interest
and fees on money borrowed by the Fund/SPV or the Firm on behalf of the Fund/SPV, registration
expenses and brokerage, finders’, custodial and other fees), (ii) legal, filing, accounting, administration,
custodian, depositary, auditing, consulting (including consulting and retainer fees paid to consultants
performing investment initiatives and other similar consultants), insurance (including directors and
officers and errors and omissions liability insurance), travel, litigation and indemnification costs and
expenses, judgments and settlements, finders’, financing, appraisal, filing and other fees and expenses
(including fees, costs and expenses associated with the preparation or distribution of the Fund’s/SPV’s
financial statements, or any other administrative, regulatory or other Fund/SPV related reporting or
filing), (iii) expenses of an Investor advisory committee, (iv) expenses relating to transactions that are
not consummated, (v) expenses in connection with the annual and other periodic (if any) meetings of

the Investors and any other annual conference or meeting involving portfolio company executives,
(vi) any taxes, fees and other governmental charges levied against the Fund/SPV, (vii) compensation
and expenses of any entrepreneur-in- residence, executive-in-residence, operating partner, venture
partner, venture advisor, special advisor or similar person, (viii) expenses that are classified as
extraordinary expenses under generally accepted accounting principles, (ix) expenses incurred in
connection with the dissolution, liquidation and final winding-up of the Fund/SPV and (x)
unreimbursed expenses incurred in connection with any Investor’s transfer of its interest in the
Fund/SPV.

Expenses otherwise qualifying as Fund expenses which are paid or incurred for the benefit, or to
satisfy the obligations, of the Fund as well as one or more associated vehicles, including other funds,
if applicable, shall be allocated equitably among such entities by the general partner and/or by the
Firm in good faith.

The management fee described above will generally be offset by 100% of any director’s fees,
monitoring fees, transaction fees or similar fees or compensation (other than expense
reimbursements) received by the Firm, its Managing Members or any of their respective affiliates from
portfolio companies. However, the Firm, the Directors and their respective affiliates may receive
Arms-Length Advisory Fees and such fees will not be set-off against the management fee. “Arms-
Length Advisory Fees” means advisory fees, transaction fees, investment banking fees and similar fees
paid by a portfolio company or Fund and relating to services that otherwise would have been provided
by third parties to such portfolio company, which fees shall not exceed the amount that would be paid
in an arms-length transaction, all as determined by the Firm in good faith. The Firm, in certain
circumstances, receives fees directly from portfolio companies or a Fund for the provision of certain
business consulting services, including but not limited to: financial accounting, marketing,
communications, prototyping, and human resources support. In connection with these business
consulting services, the Firm, in certain circumstances, receives consulting fees and/or equity shares
in such portfolio companies. The Firm also receives fees paid by the Funds and portfolio companies
for internal accounting services provided by the Firm.
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Item 7: Types of Clients

The Firm provides investment advisory services to the Funds and SPVs. Investors in the Funds
and SPVs must abide by the terms of their respective Fund’s/SPV’s Governing Documents,
including executing a limited partnership agreement and/or operating agreement, subscription
agreement and/or other appropriate instruments, pursuant to which they agree to be bound by
the terms and provisions thereof. The Firm may in the future provide investment advisory
services to additional clients, including, but not limited to, other private investment funds.

The Funds rely on certain exclusions from the definition of “investment company” in the
Investment Company Act of 1940, as amended. Accordingly, none of the Funds is registered as
an investment company with the SEC.