Belltower Partners LLC

Item 5: Fees and Compensation

In exchange for management and administrative services, the Fund pays the Adviser an annual
management fee in advance that is generally equal to a fixed percentage of the subscription of each
Investor. The amount of this percentage may step down during the life of the Fund as described in
the Offering Documents of the Fund. Any refunds related to management fees for periods lasting
less than a calendar year will be made on a pro rata basis. The General Partner reserves the right to
reduce, waive or calculate differently the management fee and / or expenses as described below
charged to one or more Investors.

In addition to the management fee described above, the General Partner of the Fund (or an affiliate
thereof) also is entitled to receive a carried interest allocation from such Fund after certain
performance hurdles have been met, as further described in the applicable Fund’s Offering
Documents. Such carried interest represents a portion of the Fund’s net investment profits.

Further, the Adviser or its affiliates may receive an upfront organization fee or other fees associated
with a Fund’s investment in a Portfolio Company. Additionally, the Adviser receives an advisory
fee associated with the service of one of its related persons on the board of directors of a Portfolio
Company.

The Adviser may also receive a revenue share of certain fee and allocation income for its provision
of setup, strategic and business development services to an unaffiliated investment company (the
“Unaffiliated Investment Company”) in connection with a specific acquisition to be undertaken by
the Unaffiliated Investment Company on behalf of one its underlying investment vehicles (the
“Unaffiliated Vehicle”). In addition, a related person of the Adviser may also serve on the
Unaffiliated Investment Company’s advisory board in a non-managing, advisory-only capacity.
This related person will be reimbursed for any reasonable out-of-pocket expenses in connection
with his attendance at advisory board meetings. At no time will the Adviser provide investment
advisory services to this Unaffiliated Investment Company or the Unaffiliated Vehicle.

Prospective investors should refer to the Fund’s Offering Documents for additional details on the
management fees and carried interest payable by the Fund as well as any organization, advisory or
other fees payable to the Adviser, as described above.

Expenses

The General Partner and the Adviser shall be responsible for all of their ordinary overhead and
administrative expenses attributable to their activities, including all routine, recurring non-Fund
expenses incident to their activities, compensation and expenses of the employees of the Adviser,
and fees and expenses for office space and facilities and utilities.

BellTower Partners LLC                                                        Form ADV Part 2A

The Fund shall be responsible, and shall pay or reimburse the General Partner, the Adviser or their
respective affiliates or any other person, for all costs, fees, expenses, charges, liabilities and other
obligations related to the Fund and its activities, including, without limitation: (a) organizational
expenses and the organization fee; (b) the management fee; (c) any placement fees; (d) fees and
expenses associated with the sourcing, diligencing, researching, evaluating, bidding on,
negotiating, structuring, acquiring, holding, monitoring, managing, operating, valuing, financing,
restructuring, seeking of disposition opportunities for, and disposing of investments (including,
without limitation, fees and expenses related to the registration of any securities and reasonable
expenses for business development and entertainment related to monitoring or seeking disposition
opportunities for the investments of the Fund, subscription costs for market or industry research or
software, fees for third party research, data, analytics, modeling, structuring, pricing, execution,
and service fees (including data feeds, subscriptions, reports and similar items), fees related to
attending industry conferences); (e) legal, consulting (including fees and expenses of any strategic
advisors of the Adviser and similar persons and advisors), investment banking, commercial
banking, borrowing, custodial, auditing, accounting, sourcing, valuation, appraisal, compliance
(including fees and expenses of third-party compliance consultants), recruiting, information
technology, administrator (including fees and expenses associated with the Fund’s reporting
software, investor portal, and customer relationship and/or deal management software), reporting,
advisory, lending, underwriting, tax professional and other professional service fees and expenses
(which may include retainer, periodic, finder’s, performance-based and/or success-based fees) as
well as fees and expenses of any other third party experts and brokerage fees and commissions; (f)
fees and expenses associated with the preparation and distribution of financial statements, tax
returns and other filings and Schedules K-1 of the Fund and the General Partner and for the
Investors (and any related reports or filings); (g) fees and expenses related to any actual, threatened
or otherwise anticipated litigation, investigation, inquiry, audit, examination, dispute, arbitration,
mediation or other proceeding involving the Fund, the General Partner, the Adviser, or their
respective affiliates (and their respective officers, partners, members, directors and employees)
related to activities of the Fund and any judgments, fines, settlements, awards or damages related
thereto; (h) any taxes, fees or other governmental charges assessed against the Fund; (i) fees and
expenses incurred in connection with any transfer or proposed transfer of interests in the Fund (to
the extent not paid by the transferor and/or transferee) or any Investor’s name change, internal
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Item 7: Types of Clients

BellTower’s sole investment advisory Clients are the Funds and the Family Entities.

BellTower Partners LLC                                                      Form ADV Part 2A

The General Partner of each Fund may establish a minimum investment commitment as further
provided in the Offering Documents of each Fund; provided, however, that the General Partner
may, in its sole discretion, permit investments below the minimum commitment amounts as set
forth in the Offering Documents of such Fund.

The Offering Documents provide the eligibility criteria and minimum investment requirements to
be an Investor in the Funds. Investors in the Funds at a minimum are: (i) an “Accredited Investor”,
as defined in Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”); and (ii) a
“Qualified Purchaser”, as defined in Section 2(a)(51) of the 1940 Act.