Revelar Capital LLC

Fees and Compensation
WCP VI, WCP CNS Fund, WCM S-1 Co-Invest, WCP Bridge Fund, WCP Summit Fund, WCP
LM Fund, WCM Hoff CV and the WCM Continuation Fund each pays management fees to the
Registrant in accordance with the terms of the offering documents. Management fees are generally
payable quarterly in advance. Such fees are payable ona pro rata basis for any period that is less than
a full four-month or three-month period, as applicable. Fee arrangements are described in the
constituent documents for each Registrant Client. Each of the investment advisory agreements or
other constituent documents generally provide for an annual management fee of 1.0%-2.0% of either
the capital commitments or the actively invested capital of third-party investors in a Registrant
Client during the expected life of the Registrant Client. All management fees were negotiated with
the Registrant Clients’ investors during the fundraising period of the applicable Registrant Client.
Revelar intends to elect to waive all or a portion of certain future management fees payable by the
Registrant Clients; any amounts so waived may be applied by the Registrant Clients against
amounts due from the applicable general partner and other related persons of Revelar to the
Registrant Clients pursuant to their capital commitments to the Registrant Clients.

WCP VI is subject to a carried interest of 20% of profits on distributions derived from the
disposition of investments or securities on an investment-by-investment basis (after taking into
account expenses of the Registrant Client, including management fees). Investors in WCP VI
receive an 8% preferred return prior to the imposition of the carried interest (generally calculated
based on cumulative cash flows), after which the carried interest “catches up” to 20% of total profits.
Subject to any giveback, at the time of each distribution, investments which have suffered a
permanent diminution in value, as determined at the discretion of the general partner of WCP VI,
must be returned to investors (including the preferred return thereon) before carried interest is owed
to the general partner.

WCM Continuation Fund, WCM S-1 Co-Invest, WCP Bridge Fund, WCP Summit Fund, WCP LM
Fund, WCM Hoff CV and WCP CNS Fund are subject to a carried interest of 20% of profits on
distributions derived from the disposition of investments or securities (after taking into account
expenses of the Registrant Client, including management fees). Investors in WCM Continuation
Fund, WCM S-1 Co-Invest, WCP Bridge Fund, WCP Summit Fund, WCP LM Fund, WCM Hoff
CV and WCP CNS Fund each receive preferred returns ranging from 10% to 20% net internal rate
of return (net “IRR”) or 1.2x to 2.0x net multiple on invested capital (net “MOIC”) prior to the
imposition of the carried interest (generally calculated based on cumulative cash flows), with several
intermediate carried interest “catch-ups” ranging from 10% to 20% of total profits.

In making the determination whether or not, and when, a particular investment has suffered a
permanent diminution in value, the Adviser has an incentive to (i) make more speculative
investments prior to the end of a Registrant Client’s investment period and/or any management fee
payment date, (ii) hold investments, or retain and not distribute proceeds longer, or (iii) postpone
the decision to permanently dimunitize the value of an investment, in each case than it otherwise
would have if the management fee were solely based on capital commitments in order to receive
performance-based compensation earlier and higher management fees or to help with fundraising.
The Adviser and its personnel’s commitments to a Registrant Client should tend to reduce this
incentive.

The general partner of each of WCP VI, WCM S-1 Co-Invest, WCP CNS Fund, WCP Bridge Fund,
WCP Summit Fund, WCP LM Fund, WCM Hoff CV and WCM Continuation Fund, in its sole
discretion, may elect to distribute amounts that would otherwise be carried interest to limited

partners and, at its discretion, but subject to the terms of WCP VI’s, WCM S-1 Co-Invest’s, WCP
CNS Fund’s, WCP Bridge Fund’s, WCP Summit Fund’s, WCP LM Fund’s, WCM Hoff CV’s and
WCM Continuation Fund’s respective governing documents, as applicable, recover such amounts
on future distributions.

Registrant may waive or reduce management fees and/or carried interest for certain investors in the
Registrant Clients, including Registrant’s employees and a limited number of strategic partners and
consultants who invest in certain of the Registrant Clients.

In connection with the investments of the Registrant Clients, portfolio companies of the Registrant
Clients may pay to Revelar various transaction fees (“Transaction Fees”) and reimbursements of
expenses incurred by Revelar on behalf of the Registrant Clients and/or their portfolio companies.
Such fees are retained in full by Revelar; however, an amount equal to 100% of all Transaction Fees
(net of expenses) reduce the management fees, if any, otherwise payable by the applicableRegistrant
Client. Transaction Fees generally include all advisory fees, break-up fees, commitment fees,
director’s fees, monitoring fees and similar fees, payments or compensation received by Revelar in
connection with an investment or potential investment. These Transaction Fees are usually, but not
always, due prior to the time of an exit or sale of a Registrant Client investment. Accordingly,
Revelar may receive Transaction Fees when a Registrant Client does not ultimately profit from an
investment. Pursuantto the terms of the governing documents of the Registrant Clients, Revelar may
not charge future Transaction Fees to the portfolio companies of such Registrant Clientif there are
no management fees available to be offset by such Transaction Fees. However, certain of such
Transaction Fees may be taken to the extent that they are used to offset expenses otherwisepayable
by or reimbursable by such Registrant Clients.
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Types of Clients
 Revelar provides investment advisory services indirectly through Wellspring Management VI and
 WCM Continuation Fund Management, to privately offered funds, that invest primarily in private
 equity or distressed credit investments. Investors in the privately offered funds managed by Revelar
 include high net worth individuals and a variety of institutional investors (e.g. trusts, employee
 benefit plans, endowments, foundations, corporations, governmental entities and other types of
 entities, including private funds of funds). All investors arerequired to be “accredited investors” (as
 defined in Regulation D promulgated under the SecuritiesAct of 1933) and “qualified purchasers”
 (as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940) or otherwise be
 permitted to invest under applicable securities laws.

 Revelar and/or the general partner of the applicable Registrant Client, without the approval of any
 Limited Partner, may enter into side letters or similar written agreements with Limited Partners that
 have the effect of establishing rights under, or altering or supplementing the terms of, the applicable
 constituent documents of the Registrant Clients with respect to the Limited Partners who are parties
 to such side letters or similar written agreements, including rights relating to greater portfolio
 transparency, management fee and/or carried interest waivers or reductions, minimum investment
 amounts, reports and other information and other more favorable investment terms. Any rights
 established, or any terms of the applicable constituent documents of the Registrant Clients altered
 or supplemented in such side letters or similar written agreements with a Limited Partner will govern
 with respect to such Limited Partner notwithstanding any other provision of the applicable
 constituent documents of the Registrant Clients.

Agreements with Certain Investors. Certain investors in the Registrant Clients have been granted and
in the future additional investors may be granted one or more of the following rights with respect to
their investments: (i) a reduced management fee and/or performance-based compensation and/or

operating expense; (ii) the right to receive improved fees, liquidity, information rights and other terms
received by other investors; (iii) the right to receive certain additional information with respect to
certain funds, including position-level portfolio information or events related to the Adviser; (iv) the
right to reserved capacity for a certain fund; (v) notification to the investor with respect to the
investor’s ownership percentage of a certain fund; (vi) limitation on the investor’s ownership
percentage of a certain fund below certain thresholds; (vii) notification to the investor with respect to
the ownership by benefit plan investors of a certain fund’s equity classes; (viii) certain limitations on
an investor’s confidentiality obligations under a certain fund’s organizational documents pursuant to
laws or regulations to which the investor is subject (such as the public information or “sunshine”
laws); and (ix) an acknowledgement that such investor is entitled to sovereign status under U.S.
federal, state or non-U.S. law.

In addition to the above, certain investors in the Registrant Clients have been granted and in the future
additional investors may be granted one or more additional rights with respect to their investments,
including, but not limited to: (i) the right to opt out of the requirement to fund capital calls or otherwise
be excused from participating in certain investments due to regulatory, tax or public policy or the
investor’s internal considerations; (ii) the right to designate one or more members of an investor
advisory or oversight committee; (iii) rights with respect to distributions in kind; (iv) rights with
respect to transfers of interests; (v) the right to receive information regarding the investment and/or
disposition strategy of the relevant Fund; (vi) an acknowledgement that such investors are interested
in learning about potential co-investment opportunities; (vii) the right to provide selected confidential
information to certain other recipients, (viii) the right to modifications to an investor’s subscription
agreement, (ix) arrangements with respect to waivers of certain obligations, and (x) agreements by a
general partner (or similar governing body) to refrain from exercising certain remedies or taking
certain actions against an investor (including in connection with a default by such investor).

Such rights can be, and have been, granted on the basis of (i) the size, nature, timing or other features
of the investor’s investment in, or commitment made to, a Fund, (ii) the type, category, nature,
specificity or other features of the investor, (iii) the involvement or participation in a Registrant
Client’s, the Adviser’s or the applicable general partner’s management or activities (whether past,
present and/or future; in each case only to the extent permitted under applicable laws), or (iv) any
other criteria, element or feature as may be determined from time to time by, and in the discretion of,
the Adviser or the applicable general partner, to extent that such is not inconsistent with applicable
laws and regulations.

Certain investors will be granted “most favored nation” rights (an “MFN”) in their side letter, which
will give such investors the right to review and/or elect the benefit of certain side letter rights granted
to other investors that have made the same or smaller commitments to the Registrant Clients. However,
certain provisions will not be subject to disclosure or election, in all cases in accordance with the terms
of the MFN. The Adviser will make certain decisions regarding how to implement the MFN, including
what information to redact when side letters are shared, whether an investment policy or practice is
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