DW Management Services LLC

Item 5. Fees and Compensation

The Adviser and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. Investors should refer to the Governing Documents of the applicable Fund for a
complete understanding of how the Adviser is compensated for its advisory services; the information
contained herein is a summary only and is qualified in its entirety by such documents. The following
is a general description of fees and compensation of the Funds. Differences in fees and expenses exist
from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses that
other Funds charge or charge them in different amounts.

Management Fees

Each Fund pays a management fee (the “Management Fee”) to the Adviser or an affiliate, generally
2% per annum of non-affiliated investor capital. Assessed quarterly in advance, the Management Fee
charged to each Fund is described in full detail in the relevant Fund’s Governing Documents and
more briefly below. Management Fees are initially calculated based upon each non-affiliated investor’s
committed capital for the period of time during which each Fund is making investments; thereafter,
the Management Fee is equal to a percentage of each non-affiliated investor’s cost basis or invested
capital (depending on the Fund) with respect to investments that have not been completely written
off or disposed of, subject to various other factors. A Fund’s borrowings are generally taken into
account for purposes of calculating the Management Fee, as provided in each Fund’s Governing
Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs, except in

the case of investments that have been permanently written-off. Permanent write-down
determinations are made in the discretion of the valuation committee in accordance with the relevant
Governing Documents and the Adviser’s valuation policy. Except where the Governing Documents
expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the
case of partial distributions (e.g., those resulting from a dividend recapitalization), partial sales,
reorganizations, restructurings, roll-over investments or similar transaction, in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. In addition, Management Fees generally
will not be reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs that occur partway through the relevant calculation period.
Further, where there has been a partial disposition or permanent write-down of a Fund’s investment
and the fair market value of the investment following such event exceeds the total amount of the
Fund’s investment contributions relating to the investment, the Governing Documents do not require
Management Fees after the stepdown date to be reduced. The post step-down Management Fee base
includes capitalized transaction-specific expenses of unrealized investments and in the future may
include transaction-specific fees, which poses a conflict of interest in that the inclusion of such fees
and expenses results in a higher Management Fee than if such transaction fees and expenses were not
capitalized into the asset base.

All Management Fees were negotiated with the Fund’s investors during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. Generally, investors participating in a
subsequent closing after the initial closing of a Fund are responsible for paying the Management Fee
as of the date of the initial closing of such Fund, plus interest, as applicable. In addition, Management
Fees are payable during term extensions according to the Governing Documents unless otherwise
notified to investors.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Specifically, investors in the Affiliate Funds do not pay Management Fees (but in
each case such investors generally pay their pro rata share of certain expenses).

For certain Funds, the Governing Documents permit the Adviser to waive or reduce all or a portion
of the Management Fee paid by such Fund in full or partial satisfaction of any obligation of a General
Partner and certain of its employees and affiliates to invest in or alongside such Fund. Such waived
portions of the Management Fee are treated by the Governing Documents as a deemed capital
contribution by the relevant General Partner or its employees or affiliates, as applicable, which is
effectively invested in the relevant Fund on the General Partner’s behalf and operates to reduce the
amount of capital the applicable General Partner would otherwise be required to contribute to the
Fund. In such circumstances, the investors of a Fund are required to make a pro rata contribution
according to their respective commitments to fund any contribution that would otherwise be required
of the General Partner in connection with any waiver or reduction as described above. As a result,
the exercise of such waiver has the potential to result in an acceleration (or delay) of investor capital
...

Item 7. Types of Clients

The Adviser provides investment advisory services to the Funds, which are exempt from registration
under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (“Investment Company Act”). Investment advice is provided directly to the Funds
(subject to the direction and control of the General Partner of each such Fund, if applicable) and not
individually to investors in such Fund. With the exception of the Affiliate Funds, the Funds limit their
respective investors to: (i) “accredited investors” as defined in the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder (“Securities Act”), and (ii) “qualified
purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act or (iii)
if applicable, “qualified clients,” as defined in the Advisers Act. Investors in the Funds must also meet
certain other suitability qualifications prior to making an investment in the Funds. The Funds are not
registered or required to be registered under the Investment Company Act, are not made available to
the general public, their securities are not registered or required to be registered under the Securities
Act and Fund interests are privately placed to qualified investors. Qualified investors include
individuals or entities to which Fund interests are permitted to be sold, which generally includes (i) in
the United States, people or organizations who meet certain net worth, income and/or financial
sophistication requirements as described above or (ii) in other countries, as permitted by the relevant
securities laws in such jurisdiction and in compliance with any foreign offering provisions applicable
to the Adviser and/or the Funds. The Funds typically require capital commitments from each investor
of at least $5 million, depending on the Fund, although the applicable Fund’s General Partner has, in
its sole discretion, accepted lesser amounts. Investors in the Funds generally include, among others,
high net worth individuals, financial institutions, fund of funds, pension and profit sharing plans,
trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and
limited liability companies or other entities.

The Adviser will generally pursue all appropriate investment opportunities through its Fund vehicles,
subject to certain limited exceptions. For certain investments, the Adviser requires additional capital
in order to complete a portfolio company transaction and in such cases, reaches out to select investors
for additional capital. These co-investments are not managed by the Adviser, are not subject to
custody by the Adviser and are not deemed to be clients of the Adviser. Nevertheless, the Adviser
will perform management, advisory and other services for the portfolio companies in which these co-
investment vehicles invest, generally at no cost to such co-investors except portfolio company fees
and expenses (which such expenses are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when the Adviser has the opportunity
for an investment in an existing or prospective portfolio company and the Adviser determines that (i)
an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a Fund,
whether due to concentration restrictions contained in the Fund’s Governing Documents or otherwise
or (iv) the Adviser believes the Fund will benefit from the participation of the co-investor(s). Such
determinations are based on the provisions of the applicable Governing Documents, side letter
agreements, agreements with lenders and such other factors as the Adviser will consider in its sole
discretion, including those specified in its policies on investment allocation and co-investments.
Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general no investor has a right to
participate in any co-investment opportunity. The Adviser’s exercise of discretion in allocating co-
investment opportunities will not always result in proportional allocations among such co-investors
and such allocations can be more or less advantageous to some co-investors relative to other co-
investors. When co-investment opportunities are permitted, it is possible that the size of the
investment opportunity otherwise available to the Fund(s) will be less than it would otherwise have
been without the inclusion of such co-investors.

The Adviser will select the investors that are permitted to co-invest in a particular portfolio company
in its sole discretion based on various factors, including those detailed in its Governing Documents
and as outlined in its internal policies and procedures. While one or more investors in the Funds are
on occasion invited to co-invest in a Fund’s portfolio companies, the Adviser is authorized in its sole
discretion to offer any or all of a co-investment opportunity to investors that are not investors in the
Funds. Opportunities to invest in a portfolio company are made available to select Fund investors
and third parties, including, without limitation, management or founders of the applicable portfolio
company, co-sponsors, strategic investors, lenders, investment bankers, deal sources (including finders
and consultants), other sponsors (including other private equity or venture capital firms), service
providers, sector experts, strategic advisors, other persons or entities affiliated, associated or otherwise
known to the Adviser or its personnel. Certain service providers, including lenders and individuals
who source transactions, have in the past and are expected in the future, to negotiate co-investment
...