Moontower Asset Management LP

Item 5: Fees and Compensation

Economic terms vary from Client to Client and are specifically set out in each Client’s Governing
Agreement. The following is a general description of the fees and compensation that the Adviser
receives with respect to Clients. In general, the Adviser will receive a management fee (a “Management
Fee”) from each Client, which may be waived, reduced or calculated differently with respect to any
Client, including affiliates of the Adviser, in a General Partner’s discretion.
For the services the Adviser provides to the Heritage Funds, it will generally receive a Management
Fee quarterly in advance in respect of each investor. The Management Fee during the commitment
period will generally equal a percentage of the aggregate capital commitments of all investors (other
than affiliates of the General Partner). After the expiration of the commitment period, the Management
Fee will generally equal a percentage of aggregate capital contributions of all investors (other than
affiliates of the General Partner) with respect to investments that have not been disposed of (together
with outstanding borrowings for such investments).
For the services the Adviser provides to the Bixby Funds, it will generally receive a Management Fee
quarterly in advance in respect of each investor. The Management Fee during the initial commitment
period (or earlier if certain thresholds are met) will generally equal a fixed dollar amount per annum.
The Management Fee during the subsequent commitment period will generally equal the greater of (i)
a fixed dollar amount per annum and (ii) a percentage of aggregate capital contributions of all investors
(other than carried interest recipients) with respect to capital approved for investment or actually
loaned, contributed or invested in investments. The Management Fee following the foregoing
commitment period will generally equal a percentage of the aggregate net asset value of the Bixby
Funds (and their subsidiaries).
In the case of certain Clients, the General Partners expect to receive performance-based
compensation, which may be in the form of carried interest or an incentive fee (“Carried Interest”).
From time to time, the General Partners can also be expected to receive additional compensation in
connection with management and other services performed for Client portfolio companies or with
respect to Clients’ investments (“Other Fees”). Generally, Clients (and, indirectly, their investors) will
bear all costs and expenses generated by the operation of the applicable Client (“Operating
Expenses”). The Governing Agreements applicable to each Client will provide a more detailed,
comprehensive and precise description of the various fees and expenses borne by such Client. Clients
and their investors are urged to review such descriptions carefully and ask the Adviser any questions
they may have.
The terms and conditions regarding any fees and Carried Interest applicable to any co-investment
vehicles formed to invest in particular investments alongside the Clients will be negotiated by the
General Partners and each potential co-investor on a case-by-case basis in their respective sole and
absolute discretion. The costs associated with the organization and offering of interests in any co-
investment vehicle will be borne by the participants therein. Co-investors generally will not share in
Broken Deal Expenses (all of which may be borne by the Clients, even if a portion of such investment
would have been or was offered for co-investment).
Expenses
Clients’ obligations to pay or reimburse fees and expenses vary from Client to Client and are specifically
set out in each Client’s Governing Agreement. In the case of certain Clients, expenses paid or
reimbursed by Clients may include the following: (i) fees, costs and expenses for outside tax advisors,
accountants, third-party administrators, attorneys, auditors, custodians, depositaries, independent
representatives, consultants, advisors (including consulting fees or other compensation (whether in
the form of cash or equity) for, as well as travel (which may include first class or private airfare, lodging,

                                                                                   Part 2A of FORM ADV

ground transportation and travel meals) and other expenses of, senior or special advisors or operating
partners (to the extent, in the case of such senior or special advisors or operating partners, such
expenses relate to matters regarding then existing or potential portfolio investments) and other similar
professionals incurred by the Clients and/or portfolio investments for the benefit of the Clients and/or
such portfolio investments), brokers, agents, valuation firms or experts and other professionals, any
insurance, indemnity or litigation expense or the costs and expenses of any lenders, investment banks
and other financing sources; (ii) all out-of-pocket fees, costs (including charitable or political
contributions) and expenses, if any, incurred in developing, sourcing, bidding on, evaluating,
negotiating, structuring, obtaining regulatory approvals for, purchasing, trading, settling, monitoring,
maintaining custody of, holding (including ongoing risk monitoring and mitigation (such as ESG, cyber
security, anti-corruption and other similar functions)), and disposing or unwinding of actual portfolio
investments, including any travel expenses (which may include lodging, transportation and first class
or private airfare), financing, legal, tax, accounting, advisory, investigative and/or consulting expenses
or any other incremental costs incurred in connection therewith (to the extent not subject to any
reimbursement of such costs and expenses by portfolio investments or other third parties and not
capitalized as part of the acquisition price of the transaction); (iii) the Clients’ allocable share of any
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Item 7: Types of Clients

The Adviser presently provides investment advisory services to private investment funds and
pooled investment vehicles, which are discussed in more detail in Item 4 above.