Westward Management Company II LLC

Item 5. Fees & Compensation

Westward provides investment advisory and management services in connection with private equity
investments and receives fees for these services.

The fees applicable to each Westward Fund are set forth in detail in the applicable Fund’s Offering
Documents. A brief summary of these fees is described below.
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Management Fee and Carried Interest

Westward’s compensation from advisory and management services to the Westward Funds generally
includes an asset-based management fee and a performance-based fee. Management fees are deducted
directly from the Funds’ assets, typically quarterly in advance, and are based on the invested capital
amount of each investor as of the first day of each quarter. For avoidance of doubt, the determined
quarterly valuation amounts have no impact on fund-level management fees charged by the firm. Fund-
level management fees are calculated based on invested capital in the fund and invested capital balances
are not impacted by the quarterly valuation process. As reflected in the Funds’ Offering Documents, we
may also be entitled to a performance fee based on realized gains from investments above a specific
performance benchmark (see Item 6. Performance-Based Fees and Side-by-Side Management, below).
Performance fees, if applicable, are deducted directly from Funds’ assets as investment gains are realized.

Investors and prospective Investors in our Funds should refer to the specific Funds’ Offering Documents
for a detailed description of the fees associated with that Fund.

Other Fees
Other fees and expenses are described in detail in the Funds’ Offering Documents and will generally
include, but are not limited to: (i) out of pocket expenses of transactions not consummated; (ii) expenses
associated with the acquisition, holding, and disposition of the Funds’ investments, including
extraordinary expenses, if any (such as certain valuation expenses, litigation expenses and indemnification
payments); (iii) legal, accounting, consulting, investment banking, financing and brokerage fees and
expenses and similar charges; (iv) expenses associated with the Funds’ financial statements, reports, and
tax returns; (v) expenses of advisors and any Fund administrator (vi) travel and related expenses to the
extent incurred directly in connection with Funds’ investments or investor meetings; (vii) interest expense
and financing charges for borrowed money (viii) insurance costs (including directors and officers liability
insurance; (ix) custodial services expenses; (x) costs of all governmental returns, reports or other filings of
the Funds required for regulatory compliance; (xi) organization expenses; (xii) any taxes, fees, or other
governmental charges levied against the Funds.

Outside Compensation
Pursuant to a management service or similar agreement with a portfolio company, Westward will receive
fees paid by or reimbursed by applicable portfolio companies and/or the relevant Fund for financial and
monitoring/consulting services. Fees received for these services may offset management fees received,
or in some cases, these fees, combined with the management fees received, will be subject to an annual
cap. More information about these monitoring/consulting service fees is described in the specific Fund’s
Offering Documents and in Item 10. Other Financial Industry Activities and Affiliations, below.

Item 7. Types of Clients & Account Requirements

As described in this Brochure, Westward provides discretionary investment management services to the
Westward Funds, all private investment vehicles exempt from registration under the Securities Act of 1933
(“Securities Act”), and the exemptions provided in Section 3(c)1 or 3(c)7 of the Investment Company Act
of 1940. Investment advice is provided directly to the Westward Funds and not to individual Investors in
the Funds. Investors in our Funds are limited to individuals and entities that meet certain suitability and
financial criteria as defined in Rule 501 of Regulation D. Our Funds are marketed exclusively to institutional
investors and high-net-worth individuals that meet these criteria.

Our Funds generally do not specify a minimum investment by limited partners.