ATW Partners LLC

Item 5. Fees and Compensation

The Adviser generally charges Clients an investment management fee (the “Management Fee”) based on
the amount of the Clients’ commitment under management. The Management Fee is typically payable to
the Adviser quarterly in advance. The Adviser generally charges a Management Fee for the Funds at an
annual rate of up to 2% of the value of each investor’s commitment as of the first day of the applicable
quarter. For the SPVs, the Adviser generally charges an one-time fee of 1% of the value of each investor’s
capital contributed at the time of funding. The Management Fee will be prorated for any period that is less
than a full quarter. Similarly, Clients that pay a Management Fee in advance will generally be refunded a
pro rata portion of the fee if the advisory relationship is terminated prior to the end of the relevant billing
period. The Adviser instructs the Client’s custodian or administrator to deduct the Management Fee from
the applicable Client accounts.

In addition, the Clients are generally subject to an incentive fee or incentive allocation (collectively, the
“Performance Fee”) of up to 20% of all income, gains and losses derived from portfolio investments. The

Adviser or an affiliate of the Adviser is paid or allocated the Performance Fee. When calculating the
Performance Fee, the Management Fee and all items of income, loss and expense incurred by the Client
will be taken into account. Under a loss carryforward provision contained in certain Clients’ investment
advisory agreements, offering documents, or other governing documents (the “Governing Documents”),
Performance Fees will not be charged or allocated until any net losses previously allocated have been offset
by subsequent net profits.

The Adviser, in its sole discretion, has the ability to waive or modify the Management Fee and the
Performance Fee for investors that are members, employees or affiliates of the Adviser, relatives of such
persons, and for certain large or strategic investors.

Each Client will bear its own expenses, generally including operating and organizational expenses, as set
forth in its respective Governing Documents or other agreement with the Adviser or its affiliates. Expenses
borne by each Client will at times differ from the expenses borne by other Clients. A Client is generally
responsible for all costs and expenses associated with executing on the investment strategy and program of
a particular Client. These expenses include but are not limited to: (i) all general investment expenses
including broken deal expenses, unconsummated deal expenses, expenses incurred in acquiring, selling or
otherwise managing or disposing an investment, and similar other costs; (ii) all administrative, legal,
accounting, auditing, record-keeping, tax form preparation, compliance and consulting costs and expenses;
(iii) all fees, costs and expenses related to middle office operations; (iv) fees, costs and expenses of third-
party service providers; (v) costs and expenses associated with preparing investor communications and
holding meetings for investors; (vi) certain insurance costs and expenses including but not limited to
directors and officers insurance; (vii) taxes and other governmental charges payable by a Client; and (viii)
governmental licensing, filing and exemption fees.

Common expenses are incurred on behalf of more than one Client. In such instances, the Adviser seeks
to allocate those common expenses among the Clients in a manner that is fair, equitable, and reasonable
over time. However, expense allocation decisions may involve potential conflicts of interest (e.g.,
conflicts relating to different expense arrangements with certain Clients). The Adviser uses various
methods to allocate expenses among Clients depending on the circumstances (e.g., pro rata based on assets
under management or relative participation in the related expense, etc.). The determination as to the
method(s) used will generally be based on relative use of the product or service, the nature or source of
the product or service, the relative benefits derived by the Clients from the product or service, or other
relevant factors.

With respect to certain Clients, the Adviser and/or an affiliate will at times receive directors’ fees, advisory
fees, commitment fees, and/or other similar fees from the Clients’ portfolio companies. Generally, in
accordance with the applicable Governing Documents, there is no requirement that any such fee or similar
compensation offset the Management Fee.

Prospective and existing investors of Clients must carefully review the Governing Documents for a complete
description of relevant fees and expenses.

Item 7. Types of Clients

As described in Item 4, the Adviser’s Clients are pooled investment vehicles. Generally, the Clients limit
their investors to persons who are “accredited investors,” “qualified clients,” and/or “qualified purchasers”
as such terms are defined under applicable U.S. securities laws, rules, and regulations. Any initial and
additional capital commitment minimums for investors are disclosed in the applicable Client’s Governing
Documents.