FOW Partners LP

Item 5. Fees & Compensation

        In general, the Adviser receives a management fee and a carried interest in connection with
the provision of its advisory services to its clients. The Adviser or affiliates, from time to time,
receive additional compensation in connection with management and other services performed for
portfolio companies of a Fund and such additional compensation will not, in all cases, offset the
management fees otherwise payable to the Adviser. In addition, in certain circumstances the
Adviser receives compensation for management and other services performed in connection with
co-investments made in portfolio companies of a Fund. Investors in a Fund also bear certain
expenses.

Management Fees

        A Fund will generally pay the Adviser or its affiliate, quarterly in advance, a management
fee, as more fully described in the applicable Fund Agreement. Investors participating in a closing
after the initial closing of a Fund typically bear a management fee from the date of the initial
closing. Management fees may be reduced during the life of a Fund. As more fully described in
the applicable Fund Agreement, the management fee for a Fund is generally based on aggregate
commitments, subject to separate agreement, and converting after a designated investment period
(the “Stepdown Date”) to be based upon (a) aggregate investment contributions not associated
with investments that have been disposed of or permanently written down or (b) a percentage of
aggregate commitments that declines over time for the duration of the Fund’s term. The
management fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a
negotiated basis with selected investors via Side Letter and other arrangements, which may not be
disclosed to other investors in the same Fund. The fee structures described herein may be modified
from time to time. Fees may differ from one Fund to another, as well as among investors in the
same Fund.

        The management fee for a Fund is typically “offset” or reduced by an amount equal to
certain fees (“Transaction Fees”) received by the Adviser or certain persons affiliated with the
Adviser, subject to certain limitations and exclusions as described in the applicable Fund
Agreement. As described in greater detail in the applicable Fund Agreement, Transaction Fees
include certain closing fees, investment banking fees, commitment fees, breakup fees, litigation
proceeds from transactions not consummated, monitoring fees, consulting fees, directors’ fees and
other similar fees (whether in the form of cash, securities or otherwise) received by the Adviser or
certain persons affiliated with the Adviser from portfolio companies or prospective investments,
less certain reimbursements. Various costs and expenses will reduce Transaction Fees (and thereby
the amounts by which the management fee will be reduced), including out-of-pocket costs and
expenses. As described in greater detail in the following paragraphs, the amount of management
fees generally will not be reduced based on reductions in investment value, except where specified
by the relevant Fund Agreement. As a general matter, management fees will be payable during
term extensions unless otherwise agreed with investors.

        Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other
persons who are or become unaffiliated with the Adviser (even if any such fee is earned during
their tenure with the Adviser) do not reduce the management fees or otherwise benefit the Funds

or their investors. Similarly, any fees that accrue to the benefit of Adviser Personnel or other
persons who are currently affiliated with the Adviser prior to their association with the Adviser
(even if any fee received in kind is realized or otherwise converted to cash during their tenure with
the Adviser) do not reduce the management fees or otherwise benefit the Funds or their investors.

        Transaction Fees and other fees and expenses allocated to a portfolio company at the time
of investment are generally capitalized into the amount of invested capital. Accordingly, to the
extent that management fees are calculated based on invested capital, this would increase the
amount of management fees paid to the Adviser. Such amounts are in addition to the Transaction
Fees paid to the Adviser and/or its affiliates.

        As is generally the case in private equity funds, the Fund Agreements provide that a 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. Pursuant to the Fund Agreements, even where the fair market value
of an investment falls below the total amount of investment contributions relating to such
investment, post-Stepdown Date management fees will not be calculated based upon the
depreciated value (other than depreciation resulting from a realization or permanent writedown as
described above), and will instead continue to be calculated based on the amount of investment
contributions. Further, after the Stepdown Date, even where there has been a partial distribution,
partial writedown (including a permanent writedown) or partial sale of an investment, if the fair
market value of the investment following such event exceeds the total amount of investment
contributions relating to such investment, the Fund Agreements do not require management fees
to be reduced.

       As a result, the amount of management fees generally will not correspond with fluctuations
in a Fund’s net asset value, including following the investment period, and will not be reduced in
connection with any write downs, except in the case of investments permanently written down as
described above.

        The Fund Agreements set forth the full list of terms under which management fees will be
...

Item 7. Types of Clients

        The Adviser provides investment advice to the Funds and certain related co-investment
vehicles where applicable. References throughout this Brochure to “clients” and to the Adviser’s
related duties to and practices on behalf of its clients and/or investors should be construed
accordingly. Each of the Funds is a limited partnership formed under the laws of the State of
Delaware and each operates as an exempt investment pool under the U.S. Investment Company
Act of 1940, as amended.

        The investors participating in a Fund, and any respective co-investment vehicle, generally
include individuals, banks or thrift institutions, other investment entities, university endowments,
state and municipal pension plans or investment agencies, sovereign wealth funds, family offices,
pension and profit sharing plans, trusts, estates or charitable organizations or other corporations or
business entities and from time to time include, directly or indirectly, principals or other personnel
(or their estate planning or other similar vehicles) of the Adviser and its affiliates and members of
their families. The relevant general partner also is generally permitted from time to time to
establish funds that are alternative investment vehicles in order to permit certain investors to
participate in one or more particular investment opportunities in a manner desirable for tax,
regulatory or other reasons. Alternative investment vehicle sponsors generally have limited
discretion to invest the assets of these vehicles independent of limitations or other procedures set
forth in the organizational documents of such vehicles and the related fund.

       With respect to a Fund, initial and additional subscription minimums, if any, are disclosed
in the relevant Memorandum or Fund Agreement, as applicable. The Adviser is generally
permitted to waive, reduce or modify such subscription minimums, subject to certain limitations
in accordance with applicable law or regulation.