W Capital Management LLC

Item 5: Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each W
Capital Fund in conjunction with this Brochure for complete information on the fees and
compensation payable with respect to a particular W Capital Fund. Different W Capital Funds
and advisory accounts potentially will be subject to different management fees as
compensation for the investment advisory services rendered to the applicable W Capital Fund.
W Capital also receives performance-based compensation from the W Capital Funds as
described further in Item 6, “Performance-Based Fees and Side-by-Side Management”.

The precise amount, timing and calculation of the management fees owed by each W Capital
Fund are established by W Capital and are set forth in such W Capital Fund’s Governing
Documents. Though not typical, in certain circumstances, the advisory fees payable to W
Capital will vary among investors within a W Capital Fund and are negotiable. Investors and
prospective investors in each W Capital Fund should note that similar advisory services can be
expected to be available from other investment advisers for similar or lower fees.

The W Capital Funds are offered exclusively to investors who meet the definitions of
“accredited investor” under Regulation D and “qualified purchaser” under Section 2(a)(51) of
the Investment Company Act of 1940. Detailed fee and expense information for each Fund is
provided in the applicable private placement memorandum and governing documents.
Accordingly, this brochure provides only a summary of W Capital’s advisory fees.

W Capital’s private funds charge annual management fees of ~1%–2% of committed or net
invested capital, and the general partner (an affiliate) is entitled to 10%–20% of profits (carry)
subject to an 8% hurdle. Specific fee terms, including the calculation methodology, timing of
payments, and any fee step-downs or offsets, are detailed in each W Capital Fund's Governing
Documents.

In addition, the general partner of a W Capital Fund is permitted to form co-investment or
other vehicles that provide for different terms and conditions than those set forth in the limited
partnership agreement for the W Capital Fund including, but not limited to, reduced or waived
fees (each a “Co-Investment Fund”).

Deduction of Fees; Timing of Payments; Termination

W Capital is authorized under the Governing Documents of each W Capital Fund to charge and
deduct advisory fees directly from the W Capital Funds or borrow funds for such purposes.
Payment of advisory fees are generally made quarterly in advance and in accordance with
negotiated terms between W Capital and each respective W Capital Fund. Please refer to the
Governing Documents of each of the W Capital Funds for complete information on the timing of
advisory fee payments.

In certain limited instances, as described in each W Capital Fund’s Governing Documents, W
Capital’s services can potentially be terminated by any of the W Capital Funds at any time by
prior written notice to W Capital delivered within a reasonable period of time prior to such
termination. Upon termination of any investment advisory agreement relating to a W Capital
Fund, any prepaid, unearned fees will be promptly refunded by W Capital (determined on a pro
rata basis based on the number of days elapsed in the applicable payment period), and any
earned, unpaid fees will be due and payable by the W Capital Fund.

Other Fees and Expenses

In addition to the advisory fees and performance-based compensation payable to W Capital,
each W Capital Fund is expected to incur and/or bear certain charges and other expenses as set
forth in the Governing Documents of the W Capital Fund. These fees and expenses include, but
are not limited to: organizational expenses of such W Capital Fund and affiliated entities and
the offer and sale of interests in such W Capital Fund and such affiliated entities; all costs and
expenses of such W Capital Fund that are not reimbursed by third parties, including liquidation
expenses of the W Capital Fund; any sales or other taxes (including, without limitation, any
taxes assessed against any of the W Capital Fund, W Capital or the applicable general partner in
respect of the management fee except for income taxes assessed in respect of the
management fee), fees or government charges assessed against the W Capital Fund; all costs

and expenses (including, without limitation, interest on money borrowed by the W Capital Fund
(or by W Capital or the applicable general partner on behalf of the W Capital Fund), registration
expenses, commissions, finders’, brokerage, custodial, banking, qualification, depository, due
diligence and other fees or similar charges) incurred in connection with investigating,
evaluating, monitoring, acquiring, holding or disposing (whether directly or indirectly) of
securities (including any merger fees payable to third parties and whether or not any such
acquisition or disposition is consummated); expenses of members of the Advisory Board (as
defined below) of the applicable fund (including travel-related costs and expenses) and
expenses of the Advisory Board as approved in accordance with the Governing Documents; the
costs and expenses (including travel-related expenses) of hosting and preparing for annual or
special meetings for the partners of the W Capital Fund, or otherwise holding meetings or
conferences with partners of the W Capital Fund, whether individually or in a group; fees and
expenses for specialized consulting services that relate to the evaluation of prospective
investments; interest expense and any fees and expenses relating to or arising from borrowed
money (if any), guarantees or other indebtedness involving the W Capital Fund or its portfolio
companies; all expenses relating to litigation and threatened litigation involving the W Capital
...

Item 7: Types of Clients

Types of Clients and Investment Vehicles

W Capital currently provides investment advice to the W Capital Funds, which are pooled
investment vehicles. The W Capital Fund investors include corporations, endowments,
foundations, trusts, estates, individuals and pension and profit-sharing plans. The W Capital
Funds are offered exclusively to accredited investors and qualified purchasers and are excepted
from registration as an investment company pursuant to Section 3(c)(1) and/or 3(c)(7) of the
Company Act.

As described above, W Capital or its related persons are also permitted to establish certain
Feeder Funds and/or Parallel Funds. Each Feeder Fund, if formed, would be a limited partner of
a W Capital Fund and interests in such Feeder Fund would be held by the investors who elect to
participate in the W Capital Fund through such Feeder Fund. Parallel Funds invest side-by-side
on a fixed pro rata basis, subject to limited exceptions described in the Governing Documents.
In addition, W Capital is permitted to (i) form other AIVs formed for the purpose of facilitating
certain investments by one or more W Capital Funds and/or investors, and (ii) form one or
more Co-Investment Fund. Investors and prospective investors should review the Governing
Documents of the applicable W Capital Fund for more complete details on any Feeder Fund,
Parallel Fund or Co-Investment Fund established to invest in or alongside a W Capital Fund and
such W Capital Fund’s ability to make investments through AIVs.

Minimum Investment Requirements

W Capital and its related persons require that each limited partner in each of the W Capital
Funds be an “accredited investor” as defined in Regulation D under the Securities Act of 1933,
as amended. In addition, W Capital and its related persons require that each limited partner in
each of the W Capital Funds be a “qualified purchaser” as defined in the Company Act.

In general, the minimum investment commitment required of a limited partner to participate in
a W Capital Fund is $10,000,000; however, the general partner of each W Capital Fund has
discretion to increase or reduce the minimum investment commitment.

Please refer to the Governing Documents of each of the W Capital Funds for complete
information on minimum investment requirements for participation in a particular W Capital
Fund.