ATL Advisor LP

Item 5 – Fees and Compensation

Advisory Fees

The Adviser and its affiliates are generally entitled to management fees and/or performance-based compensation from
the Funds. As is generally the case in private equity funds, the governing documents of each Fund provide that such
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current
net asset value. As further specified in the governing documents of each Fund, from the effective date of the relevant
Fund until a date specified in the relevant governing documents (generally representing the earlier of the end of the
Fund’s defined investment period and the date the relevant General Partner (or an affiliate thereof) first begins
receiving or accruing management fees from another Fund meeting certain criteria) (the “Stepdown Date”),
Management Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate
Commitments. Further, after the Stepdown Date, Management Fees generally will be charged and calculated based
on a formula tied to the amount of investment contributions made by the relevant Fund that have not been realized or
permanently written down / completely written off for U.S. federal income tax purposes.

The Adviser and its affiliates are also entitled to receive performance-based compensation from some of the Funds in
the form of carried interest.    Principals or employees of the Adviser, including Mr. Nash, as well as ATL Board
members (as defined below), receive a portion of the carried interest allocations received by each Fund’s Special
Limited Partner.

The specific terms of the compensation arrangements of the Adviser and its affiliates with each of the Funds can be
found in the applicable Fund’s offering documents, which are provided to potential investors. The compensation
arrangements may not be amended to provide the Adviser and its affiliates the potential for additional compensation
without investor approval. The Adviser may reduce its compensation package without investor approval, so long as
such action does not otherwise adversely affect the investor. The description above represents our typical
compensation rates. However, we may enter into negotiated agreements with one or more investors which provide
for the waiver or modification of certain terms of the offering of interests in a Fund, including fees otherwise applicable

to such investors’ interests. Any such waivers do not adversely affect the investment returns of the other investors in
a Fund.

In addition to management fees and, if applicable, performance-based compensation, the Funds are also subject to
other expenses such as administrative, legal, accounting, compliance, custodial and audit expenses and costs, fees,
liabilities, taxes and expenses relating to or arising from the investment of assets, third-party compliance products and
services, borrowing, financing or settlement arrangements, analysis and research of investments or potential
investments (including subscriptions, publications or related services), risk management and due diligence associated
with the development and maintenance of the portfolios, regulatory filings, investor relations and independent
directors’ fees. Details regarding the expenses borne by each of the Funds are available in the respective Funds’
offering documents, which are provided to potential investors.

Certain investors, including seed investors and persons associated or formerly associated with the Adviser and
members of their families, as well as certain friends of such persons, may invest in the Funds on a non-fee-paying
basis or at fee rates that are lower than those charged to other investors in the Funds, in our discretion.

Offset Fees

Monitoring Fees (including all directors fees paid in the form of stock options or equity grants), transaction fees and
break-up fees relating to Portfolio Investments and attributable to the Fund’s commitment to interests therein (based
on its pro rata commitment to of such Portfolio Investments) that are received by the General Partner or any of its
Affiliates, net of applicable expenses (without duplication) (“Offset Fees”) shall be applied to reduce any unpaid
future Management Fees payable by the Fund to the Adviser. Offset Fees that are applied to reduce any unpaid
future Management Fees payable shall be allocated pro rata based on the capital commitments of the limited partners
in a Fund.

The Adviser has relationships with certain senior professionals who provide certain key value-added services to the
portfolio companies of the Funds (the “ATL Board”). The ATL Board members are not employees of the Adviser
or members of the Adviser and will be paid for consulting services rendered to the Adviser. Such ATL Board
members may receive compensation from the Fund’s portfolio companies, and such compensation will not be offset
against advisory fees.

For the avoidance of doubt, Offset Fees shall not include, in any event, any amount received by the General Partner,
the ATL Board or other person from a portfolio company (A) as reimbursement for expenses directly related to such
portfolio company, (B) as payment for services provided to any portfolio company in the ordinary course of such
portfolio company’s business, (C) as compensation for services provided by the General Partner or other person as
an employee of or in a similar capacity for such portfolio company or (D) as compensation, including fees, incentive
equity or other stock awards, for services rendered by the member of the ATL Board to a portfolio company or
prospective portfolio company. Consequently, no such amounts will result in a reduction of advisory fees.

Prospective investors must refer to the detailed information found in each Fund’s governing fund documents
for specific information about the fees that may be earned by the Adviser and the fees and expenses
potentially charged to the Funds.
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Item 7 – Types of Clients

The Adviser provides investment management services to the Funds. Only “qualified purchasers” (as such term is
defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder)
may invest in the Fund. Fund investors may include high net worth individuals, corporate pension plans, Taft-
Hartley plans, charitable institutions, foundations, endowments, municipalities, private investment funds, trust
programs, sovereign funds, and other U.S. and international institutions.

The general partner of each Fund generally requires a minimum investment in such Fund as set forth in the Fund’s
marketing materials and governing documents. However, that minimum investment amount may be waived at the
discretion of the relevant Fund’s general partner.