Warren Equity Partners Manager LP

Item 5 - Fees and Compensation

         In general, the Adviser receives a Management Fee (as defined below) from each of the Funds
that it manages as compensation for the investment advisory services rendered to the applicable Fund.
The Adviser also typically receives performance-based compensation or carried interest pursuant to the
applicable Governing Documents for such Fund. The Adviser may, at its discretion, elect to receive
administration cost payments in lieu of or in addition to a management fee (the "Management Fee"),
carried interest, or other performance-based compensation.

         The Adviser or its affiliates receive additional compensation in connection with management
and other services performed for portfolio companies of the Funds, and except as disclosed below and
subject to the terms of the relevant Governing Documents, such additional compensation generally will
offset in whole or in part the Management Fees otherwise payable to the Adviser in accordance with
the relevant Governing Documents. Investors in a Fund also bear certain expenses, as set forth in the
Governing Documents of such Fund.

         The precise amount, the manner of calculation and the manner and timing of payment of any
such Management Fee, carried interest, other performance-based compensation, or administration cost
payment for each such Fund are established by the Adviser, as modified by negotiations with Investors
in the applicable Fund, and are set forth in such Fund’s Governing Documents provided to each Investor
prior to investment in such Fund. Nonetheless, the structure of the fees and compensation which the
Adviser currently employs is summarized below.

        Management Fees

          A Fund generally will pay the Adviser or its affiliate a Management Fee equal to a fixed
percentage (generally 2%) on an annual basis of aggregate Fund Investor capital commitments
(“Commitments”), which will be due quarterly in advance. Investors participating in a closing after the
initial closing of a Fund generally will bear the Management Fee from the date of the initial closing,
generally in addition to an interest component payable to the Adviser or an affiliate. The Management
Fee will be reduced upon the expiration of the investment period, where a particular subsequent Fund
commences or upon the occurrence of certain other events as described in the applicable Governing
Documents (the “Stepdown Date”). The Management Fee will be payable until proceeds from all
portfolio investments are distributed or until such General Partner’s relationship with the applicable
Fund is terminated for other reasons (as described in the Fund’s Governing Documents).

        Installments of the Management Fee payable for any period other than a full three-month period
generally are adjusted on a pro rata basis according to the actual number of days in such period. As a
general matter, Management Fees will be payable during term extensions unless otherwise agreed with
Investors.

         As is generally the case in private equity funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-
current net asset value. As further specified in the Governing Documents, from the effective date of
the relevant Fund until the Stepdown Date, Management Fees generally will be charged based on a
formula tied to the amount of the relevant Fund’s aggregate Commitments. Further, after the Stepdown
Date, Management Fees generally will be charged and calculated based on a formula tied to the amount
of investment contributions (including, where applicable, a Fund borrowing component (including
interest expenses) and the amount of any capitalized Supplemental Fees (as defined below) or expenses
made by the relevant Fund relating to the Fund’s aggregate investments in portfolio companies that
have not been realized or permanently written down (such investments, “Impaired Value Investments”).
Due to potential differences in the criteria set forth in their respective Governing Documents, in the
event where more than one Fund participates in an investment, there is the possibility that an investment
will become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not
those of one or more other Funds.

         Under the Governing Documents, where the fair market value of an investment exceeds the
total amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value and will instead continue to be calculated
based on the amount of applicable investment contributions. Conversely, the Governing Documents do
not require Management Fees to be reduced or refunded following the occurrence of a write-down,
decrease (including a significant decrease) in fair value or other event not constituting a complete
realization, such as a partial sale or disposition, reorganization, recapitalization (including
recapitalizations involving dividends), roll-over investment in connection with a sale or dividend
distribution, except in the case of investments meeting the relevant Impaired Value Investment standard

under the Governing Documents. For the avoidance of doubt, following the Stepdown Date, if the fair
market value of an Impaired Value Investment is less than the total amount of investment contributions
relating to such Impaired Value Investment, then the amount of Management Fees otherwise payable
relating to such investment will be reduced solely based on the ratio of the fair market value of each
relevant remaining investment(s) as compared against the amount of total investment contributions
relating to such investment(s) as of the date of the relevant event.

         As a result, and as is generally the case for private equity funds, the amount of Management
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Item 7 - Types of Clients

         As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
only to its Fund clients, and references throughout this Brochure to “Clients” and to the Adviser’s
related duties to and practices on behalf of its Clients and/or investors, should be construed accordingly.

The Funds generally include investment partnerships or other investment entities formed under U.S. or
non-U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940,
as amended. The Investors participating in the Funds may include individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family offices,
pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations or
business entities and often include, directly or indirectly, Principals or other personnel of the Adviser
and its affiliates and members of their families, and Operating Partners or other Service Providers
retained by the Adviser, as well as executives of portfolio companies.
        Each Fund will generally have a minimum investment amount of $5 million for third-party
Investors in the Funds, and Fund interests will be offered and sold solely to qualified purchasers or
qualified knowledgeable personnel of the Adviser. Such minimum investment amounts may be waived
by the Adviser.