Wacona Capital LLC

Item 5: Fees & Compensation
Advisory Fees
Wacona Capital is compensated for its advisory services through a set fee schedule (the “Monitoring
Fee”) and carried interest (performance allocations) charged to the portfolio companies of the private
investment funds it advises. These fees are described in detail in each Fund’s governing documents, such
as its private placement memorandum (“PPM”), limited partnership agreement (“LPA”) or a management
agreement with the portfolio companies (collectively, the “Monitoring Fee Documents”).
The Monitoring Fee, as described in detail in the applicable Monitoring Fee Documents, is a fee payable
to Wacona Capital for its professional services and is typically a set dollar amount paid on a quarterly
basis by the portfolio company. The amount paid may be reduced after a set period of time only as
described in the Monitoring Fee Documents. In addition to Monitoring Fees, Wacona Capital or its
affiliates generally receive carried interest, typically ranging from 3% - 20% of a Fund’s net profits,
subject to the return of contributed capital and preferred returns to investors or based on certain multiple
on invested capital hurdles, as defined in each Fund’s LPA or operating agreement.
All Monitoring Fees are negotiated separately and disclosed fully in the applicable Monitoring Fee
Documents. At times, Wacona Capital may provide a Fund class or investor incentive arrangements or
other dispensation terms. Any such arrangements are to be detailed in that Fund’s offering materials or
related side letters.
Personnel of Wacona Capital generally receive salaries and other compensation derived from the
Monitoring Fee, carried interest and other compensation received by Wacona Captial and its affiliates.
These personnel typically also have a direct or indirect interest in the Monitoring Fee, carried interest or
other compensation received by Wacona Capital and its affiliates.

Fee Billing and Payment
The Firm does not bill individual investors directly for advisory fees. Monitoring Fees are generally paid
quarterly in advance, based on the negotiated flat rate as defined in the Monitoring Fee Documents.

Other Fees and Expenses
In addition to the Monitoring Fees and carried interest described above, Wacona Capital may, at times,
also charge certain one-time fees, such as structuring fees. These fees are negotiated on a case-by-case
basis depending on the portfolio company investment and other pertinent factors.
Each Fund and Co-Invest Fund managed by Wacona Capital may bear its own organizational and
operating expenses. These may include, but are not limited to, legal, accounting, and audit fees; costs
associated with due diligence, research, and investment sourcing; third-party administration, valuation,

and compliance expenses; and expenses related to portfolio company transactions such as financing,
brokerage, or advisory costs. Each Fund may also bear expenses associated with the formation,
maintenance, and liquidation of its investments, as well as other Fund-level costs as described in the
Fund’s governing documents (collectively, “Partnership Expenses”).
Wacona Capital and its respective affiliates are entitled to reimbursement for Partnership Expenses and
other costs incurred on behalf of the Fund, in accordance with the Fund’s governing documents. To the
extent that certain expenses are attributable to a specific portfolio company or investment opportunity,
such expenses may be allocated to that company or investment and Wacona Capital is reimbursed in a
manner consistent with the Fund’s governing documents and the Firm’s fiduciary obligations.
Wacona Capital and its affiliates may receive distributions, reimbursements of Partnership Expenses,
Monitoring Fees, or performance allocations (carried interest) as expressly provided under the terms of
each Fund’s governing agreements. These fees are retained by Wacona Capital and its affiliates for their
own account, in accordance with the terms of the applicable agreements and governing documents. All
such fees and reimbursements are disclosed to Fund investors through offering materials and financial
statements, as applicable.
Wacona Capital does not charge Fund investors any separate custodial or brokerage fees. Any external
custodial and brokerage expenses, where applicable, are borne directly by the relevant Fund or its
portfolio companies. In addition, the Funds do not bear Wacona Capital’s expenses in connection with
maintaining and operating its offices (such as compensation of its personnel, rent, utilities and general
office expenses).

Compensation for the Sale of Securities or Other Investment Products
Neither Wacona Capital nor any of its supervised persons accept compensation for the sale of securities or
other investment products, including asset-based sales charges or service fees from mutual funds.
The Firm and its personnel do not receive commissions, brokerage compensation, referral fees, or any
other sales-related revenue in connection with the investment products recommended or purchased by the
Funds. Accordingly, there are no conflicts of interest arising from the receipt of third-party compensation,
and the Firm does not need to reduce or offset advisory fees against such compensation.

Item 7: Types of Clients
Wacona Capital provides investment advisory services exclusively to private investment funds. These
Funds and Co-Invest Funds are organized as limited partnerships or limited liability companies and rely
on exemptions from registration under the Investment Company Act of 1940, specifically Sections 3(c)(1)
and 3(c)(7).
Investors in these Funds are generally institutional investors, family offices, and high-net-worth
individuals who meet the eligibility standards to invest in private funds, including “accredited investors”
as defined under Regulation D of the Securities Act of 1933 and, for Co-Invest Funds, “qualified
purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940.
The Firm does not provide advisory services to individual retail clients or manage separate accounts. All
investment advice is provided through the private investment Funds managed by the Firm.