Tower Arch Capital LP

ITEM 5 – FEES AND COMPENSATION

Item 5.A Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

Any new Fund launched by Tower Arch may have materially different terms than those
summarized below. The fees paid by the Funds are negotiable by Investors only prior to an
investment in the Fund, at the discretion of the relevant General Partner. The General Partners have
reduced and waived fees for certain Investors, including employees, officers, directors and other
“friends and family” Investors.

Management Fees

Tower Arch is generally compensated for its advisory services through asset-based management
fees of 2.0%, annually, of capital commitments of the Investors of the relevant parallel Funds
during the investment period. After the investment period, the management fee is 2% annually of
the aggregate cost basis of the relevant Funds’ investments. The management fee is typically paid
quarterly in advance.

Carried Interest

In addition, as described in more detail in Item 6 below, the applicable General Partner receives a
performance allocation (commonly referred to as “Carried Interest”) in each Fund generally once
all capital contributions plus a preferred return, when applicable, have been returned to the
Investors in the Fund (pursuant to the terms in each Fund Agreement).

In addition, Tower Arch, its employees, officers, directors and/or its affiliates perform advisory,
management and other services for Portfolio Companies or prospective portfolio companies. Tower
Arch and its affiliates have been, and will in the future be, compensated for such additional services
which may include, but are not limited to transaction, commitment, break-up, syndication,
guarantee, directors, officers, management, monitoring, advisory, and other fees paid by a Portfolio
Company or prospective portfolio company (“Additional Services”). These fees are often
substantial and are typically paid in cash but may be paid in kind (via securities of the Portfolio
Company). Fees may be fixed or determined by another metric. Such fees are typically subject to
the management fee offset noted in Item 5.C. below.

Item 5.B Describe whether you deduct fees from clients’ assets or bill clients for fees incurred.
If clients may select either method, disclose this fact. Explain how often you bill clients or
deduct your fees.

Tower Arch, or the General Partner, deducts the management fees applicable to the appropriate
Fund directly from the Fund’s assets. Performance based compensation described in Item 6 below
is paid to the relevant General Partner when earned. Funds do not have the ability to choose to be
billed directly for fees incurred.

Item 5.C Describe any other types of fees or expenses clients may pay in connection with your
advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will
incur brokerage and other transaction costs, and direct clients to the section(s) of your
brochure that discuss brokerage.

As set forth in the Fund Agreements, each Fund pays all applicable fees, costs, expenses, liabilities
and obligations relating to the Funds and/or their activities, business, Portfolio Companies or actual
or potential investments, including with respect to any entities formed to effect the acquisition
and/or holding of a Portfolio Company (to the extent not borne or reimbursed by a Portfolio
Company or potential Portfolio Company), including all fees, costs, expenses, liabilities and
obligations relating or attributable to:

   i.   activities with respect to the structuring, organizing, negotiating, consummating, financing,
        refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding,
        hedging, restructuring, trading, taking public or private, selling, valuing, winding up,
        liquidating, or otherwise disposing of, as applicable, Portfolio Companies and the Funds’
        actual and potential investments (including follow-on investments) or seeking to do any of
        the foregoing, whether or not any contemplated transaction or project is consummated and
        whether or not such activities are successful;
  ii.   indebtedness of, or guarantees made by, the Funds, a General Partner or any affiliate of
        Tower Arch on behalf of a Fund, including interest with respect thereto, or seeking to put
        in place any such indebtedness or guarantee;
 iii.   financing, commitment, origination and similar fees and expenses;
 iv.    broker, dealer, finder, underwriting, loan administration, private placement fees, sales
        commissions, investment banker and similar services;
  v.    brokerage, sale, custodial, depository, trustee, record keeping, account and similar services;
 vi.    legal, accounting, research, auditing, administration, information, appraisal, advisory,
        valuation, consulting, tax and other professional services;
 vii.   reverse breakup, termination and other similar fees;
viii.   directors and officers liability, errors and omissions liability, crime coverage and general
        partnership liability premiums and other insurance and regulatory expenses (and Investors
        should note that such insurance premiums are for the benefit of Tower Arch, the General
        Partner, and the Principals);
 ix.    filing, title, transfer, registration and other similar fees and expenses;
  x.    printing, communications, marketing and publicity;
 xi.    the preparation, distribution or filing of Fund-related or investment-related financial
        statements or other reports, tax returns, tax estimates, Schedule K-1s, or any other
        administrative, compliance or regulatory filings or reports, or other information, including
        fees and costs of any third-party service providers and professionals related to the
        foregoing;
...

ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements for
opening or maintaining an account, such as a minimum account size, disclose the
requirements.

Tower Arch provides investment advisory services to the Funds, described in Item 4, above. The
Funds invest capital contributed to them by Investors that are accredited investors (as defined in
Regulation D under the Securities Act of 1933) and qualified clients (as defined in Rule 205-3 of
the Advisers Act). All Investors in TAP I (Q), TAP II (Q), and TAP III (Q) are also qualified
purchasers (as defined in section 2(a)(51)(A) of the Investment Company Act of 1940).

Any new Fund launched by Tower Arch may have different terms than those summarized above.