Clocktower Group LP

Item 5. Fees and Compensation

Clocktower Funds Fees

The Clocktower Funds are separate limited partnerships and each have written offering
documents that are provided to prospective investors before any investment is made and which
detail the funds’ fees and charges, services, and rights. A summary of the fees is as follows:

   •   The Venture Capital Funds charge an annual management fee of 2%
       (scaling down over the term of the fund) of the current value of each
       investor’s capital commitment to the funds, which is charged quarterly in
       advance. Investments in these funds are also subject to an additional
       performance-based fee of 20%, which is described in the offering
       documents for the Venture Capital Funds. (Please also refer to Item 6
       below.) Clocktower also manages three special purpose Venture Capital
       Funds, which charges no management fee and a performance-based fee of
       10%. Clocktower waives fees for certain fund-of-one investors for co-
       investment opportunities.

   •   The Hedge Funds of Funds charge an annual management fee of 0.50% of
       the investor’s capital commitment or investor’s net asset value (“NAV”),
       which is paid quarterly in advance or monthly in arrears. For certain Hedge
       Funds of Funds, management fees may scale lower depending on the total
       capital commitments to the strategy, as well as after the end of the funds’
       investment periods. Certain Hedge Funds of Funds may charge a
       performance-based fee between 5% and 10%, subject to a benchmark
       hurdle, as further detailed in the respective Fund’s governing documents.
       Certain other Hedge Funds of Funds do not charge any performance-based
       fees at this time.

   •   Certain Hedge Funds of Funds also receive a portion of the management
       fees and performance fees paid to the underlying hedge fund investments
       through seeding agreements (“Revenue Share”). For certain Hedge Funds
       of Funds, the Revenue Share is allocated to Clocktower Group, an
       arrangement that is fully disclosed to investors via the respective governing
       documents and other agreements provided to investors prior to making their
       investments in the Hedge Funds of Funds.

Fees are generally non-negotiable; however, the Clocktower Funds’ general partners have
discretion to waive or reduce any fee with respect to the capital account of any investor during
any period. The Clocktower Funds’ general partners and/or Clocktower Group have the right to
enter into a “side letter” with any investor(s), which provides for terms that are different, and
may be more advantageous, than those set forth in the offering documents. The terms and
conditions set forth in any such side letter will be agreed to solely at the discretion of the
Clocktower Funds, the general partners and/or Clocktower Group.

It is very important that each investor read the offering documents carefully to fully understand
all fees paid to Clocktower Group and its affiliates.

Clocktower Funds Expenses

Subject to expense limits set forth in the applicable governing documents, the Funds bear all
costs and expenses relating to the organization of the Funds, their general partners (or similar
managing authority) (each, a “GP”), the offer and sale of interests therein, and all other costs and
expenses incurred in relation to the operation, business and investments. Such costs and expenses
may include without limitation, legal, auditing, consulting, financing, administration, accounting
and custodian and banking fees and expenses; expenses associated with the preparation of
financial statements and tax returns; the management fees; reimbursable costs and expenses of
Clocktower Group or its affiliates; indebtedness; all costs and expenses related to
indemnification obligations; expenses incurred in connection with (potential) transactions not
consummated; expenses related to the members of the advisory committee; the costs and
expenses associated with any litigation; director and officer liability or other insurance; all
expenses incurred in liquidating the Funds; any taxes, fees or other governmental charges and all
expenses incurred in connection with any tax return, audit, investigation, settlement or review;
other expenses associated with the acquisition, holding and disposition of investments; private
placement and finder’s fees; interest on and fees and expenses arising out of borrowed money;
real property or personal property taxes on investments, including documentary, recording,
stamp and transfer taxes, brokerage fees or commissions, or other similar charges (including any
merger fees payable to third parties); reasonable travel (and related expenses) incurred in
investigating, purchasing or managing securities; expenses incurred in connection with the
investigation, prosecution or defense of any claims by or against the Funds, including claims by
or against a governmental authority; fees for outside appraisers and independent asset valuation
services; costs and expenses incurred for research services and publications, including legal fees
for investment-related research and consulting fees relating to investments or proposed
investments; all expenses incurred in connection with the registration of securities held by the
Funds under applicable laws or regulations; and all other liabilities of the Funds of whatsoever
kind and nature subject to applicable laws and regulations.

Under certain circumstances specified in the governing documents, the Funds are generally
obligated to indemnify Clocktower Group and its affiliates and other identified persons and
entities as described in the relevant governing documents (together, the “Indemnified Persons”),
in each instance, for costs arising out of or in connection with the Funds’ business and affairs,

except for any such costs that have resulted from certain bad acts of the Indemnified Person
...

Item 7. Types of Clients

The Hedge Funds of Funds and certain of the Venture Capital Funds are offered only to persons
that are (i) “accredited investors” as defined under Rule 501(a) of Regulation D, and (ii)
“qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940.
The minimum investment into Clocktower Funds is outlined in each fund’s offering documents,
which are provided to investors prior to making their investment.

Certain of the Venture Capital Funds are offered in accordance with Rule 501(c) of Regulation D
which allows the respective Fund(s) to broadly solicit and generally advertise the fund offering
and still be deemed to be in compliance with the exemption’s requirements as long as the
investors in the offering are all “accredited investors” and further the Firm takes reasonable steps
to verify that the investors are “accredited investors.” The minimum investment into Clocktower
Funds is outlined in each fund’s offering documents, which are provided to investors prior to
making their investment.

Clocktower Group provides investment consulting services to the investment consulting clients.
Clocktower Group generally requires a minimum of $25,000,000 in assets for investment
consulting services. Clocktower Group may waive this minimum at its sole discretion.

Clocktower Group provides strategy research reporting services to strategy research reporting
clients.