WAUD Capital Partners LLC

ITEM 5         FEES AND COMPENSATION

        In general, WCP Fund GPs receive a management fee and carried interest allocation and
certain other supplemental fees in connection with the provision of investment advisory services.
In addition, the portfolio companies reimburse WCP and the Funds for certain expenses advanced
on their behalf. The WCP Funds are also responsible for bearing certain expenses as detailed
below and in each WCP Fund’s Governing Documents. The following is a general description of
fees, compensation and expenses of the Funds. Limited partners in the Funds also bear certain
expenses, as described below. Limited partners should refer to the Governing Documents of the
applicable Fund for a complete understanding of how WCP is compensated for its advisory
services; the information contained herein is a summary only and is qualified in its entirety by such
documents.

Management Fees and Service Fees

          As described in each WCP Fund’s Governing Documents, management fees are paid by
each WCP Fund to its respective WCP Fund GP on a semi-annual basis (each, “Management Fee
Period”) and are payable as of a date (each such date, “Management Fee Payment Date”) five
days following the commencement of the relevant Management Fee Period, billed partially in
arrears for the first five days and in advance for the remainder of the period. While a WCP Fund
is in its investment period (typically a length of six years after the effective date), the management
fee will be calculated based on a percentage per annum of the aggregate limited partner capital
commitments (“Commitments”) for such WCP Fund. The percentage per annum for Fund III,
Fund IV, Fund V and Fund VI is equal to 2.0% of non-affiliated limited partners’ Commitments.
Effective upon the commencement of the reduction period, generally upon the first Management
Fee Payment Date after the expiration of the investment period, the management fee for each
Management Fee Period will be reduced to 2.0% per annum of the non-affiliated limited partners’
percentage of the aggregate amount of investment contributions with respect to investments that
have not been disposed of less the aggregate amount of permanent write-downs of investments, as
designated by the relevant WCP Fund Valuation Committee, that have not been disposed of. 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 WCP Fund,
including following the stepdown date, and will not be reduced in connection with any write
downs, except in the case of investments permanently written down. 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 transactions, in each
case in circumstances that do not result in the complete disposition of the relevant WCP Fund’s
interest therein, and even in cases where the value of such WCP 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 WCP Fund’s investment and the fair market value of the investment following such
event exceeds the total amount of the WCP Fund’s investment contributions relating to the
investment, the Governing Documents do not require management fees after the stepdown date to
be reduced. In most circumstances, the post step-down management fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including transaction
fees charged by the relevant WCP Fund GP in connection with the investment, 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.

         Management fees are collected through a capital call, through a draw-down on the line of
credit or offset against a distribution to limited partners. All management fees were negotiated
with limited partners during the fundraising period of the applicable WCP Fund and are not subject
to negotiation thereafter. Generally, limited partners participating in a subsequent closing after the
initial closing of a WCP Fund are responsible for paying the management fee as of the date of the
initial closing of such WCP Fund, plus interest, as applicable. In addition, management fees are
payable during term extensions unless the applicable WCP Fund GP, in their sole discretion,
reduces or waives all or a portion of the WCP Fund’s management fees, or otherwise agreed to
with limited partners. While the WCP Fund GPs are permitted to reduce or waive all or a portion
of the WCP Fund’s management fee, all the limited partners in a WCP Fund have been charged
the same management fee in respect of such WCP Fund.

         No management fee is payable by the WCP Employee/Affiliate Co-Invest Funds, as limited
partners in the WCP Employee/Affiliate Co-Invest Funds are comprised of only senior
management employees of WCP or affiliated persons of WCP and do not include any non-
affiliated third-party investors. Additionally, in each case, limited partners in the WCP
Employee/Affiliate Co-Invest Funds bear their pro rata share of certain WCP Fund expenses.

       The WCP Fund Co-Invest Funds’ management fees generally are equal to or lower than
the management fee rate charged to the applicable WCP Fund. The specific management fees
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ITEM 7         TYPES OF CLIENTS

        The investments in the Funds are only offered and sold to institutional investors and certain
high net-worth individuals that are “accredited investors” as defined in the Securities Act of 1933,
as amended, and are either “qualified clients,” as defined by the Advisers Act or “qualified
purchasers” or “knowledgeable employees” as defined by the Investment Company Act of 1940,
as amended. Limited partners in the WCP Funds and the WCP Fund Co-Invest Funds must also
meet certain other suitability qualifications prior to making an investment in such WCP Funds
and WCP Fund Co-Invest Funds. Qualified investors include individuals or entities to which WCP
Fund and WCP Fund Co-Invest 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 WCP and/or the WCP Funds and WCP Fund Co-Invest Funds. The Funds
generally have varying minimum Commitment amounts depending on the Fund. Such minimum
Commitment amounts have, on occasion, been waived at the sole discretion of the relevant WCP
Fund GP.

       The limited partners participating in WCP Funds and the WCP Fund Co-Invest Funds
include a broad range of institutional investors, including, among others, public pension, corporate
pension, union pension, endowments, foundations, insurance companies, sovereign wealth funds,
funds of funds, other investment entities, trusts, estates or other corporations or business entities,
and high net worth individuals.

         For the WCP Employee/Affiliate Co-Invest Funds, limited partners are comprised of only
senior management employees of WCP or affiliated persons of WCP and do not include non-
affiliated third-party limited partners.

        On occasion, in its sole discretion, WCP permits one or more (but not necessarily all) WCP
Fund limited partners or affiliated persons and/or third parties to co-invest alongside a WCP Fund
portfolio company. Opportunities to participate in co-investment transactions arise when WCP
has the opportunity for an investment in an existing or prospective portfolio company and WCP
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 WCP Fund, or (iii) the full investment opportunity is
not appropriate for a WCP Fund, whether due to concentration restrictions contained in the WCP
Fund’s Governing Documents or otherwise or (iv) WCP believes the Fund will benefit from the
participation of the co-investor(s). As referenced in Item 4, above, in certain cases co-investments
have been structured either as (i) a WCP Fund Co-Invest Fund or (ii) a direct investment by certain
investors into a portfolio company or its holding or operating company. When structured as a
WCP Fund Co-Invest Fund, WCP considers the investment to be a client, identifies the WCP Fund
Co-Invest Fund in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit or surprise
custody audit for the WCP Fund Co-Invest Fund, reserves the option to assess a management fee
and/or carried interest on such WCP Fund Co-Invest Fund and includes the amount of assets of
the WCP Fund Co-Invest Funds in WCP’s regulatory assets under management. In the case of
direct co-investments, WCP does not consider the investment to be a client, does not act as the
investment manager to the co-investment portion of the investment, does not charge management

fees or carried interest on the investment, does not have custody of the investment or include the
amount of assets of the direct co-investment in WCP’s regulatory assets under management. In
such direct co-investment opportunities, WCP will perform management, advisory and other
services for the portfolio companies in which these co-investors invest alongside the Funds,
generally at no additional cost to such co-investors other than through existing portfolio company
Service Fees and expenses (which are generally recorded at such portfolio company).

        Opportunities to participate in a co-investment are offered to affiliated persons and third
parties and include, without limitation, management teams, limited partners, lenders, outside legal
counsel, investment bankers, deal sources, placement agents, finders, other private equity or
venture capital firms, Third-Party Professionals, other persons or entities affiliated, associated or
otherwise known to WCP or its personnel. Additionally, certain individuals who source
transactions or provide financing on occasion have negotiated co-investment rights or co-
investment priority rights as a component of their compensation or other arrangements with WCP.
In certain cases, determinations to allocate such amounts or investment opportunities to vendors
or service providers will be made prior to the determination of the availability of opportunity for
other co-investors, and as such generally will decrease the amount of co-investment opportunities
available. Offers to co-invest will be based on various factors, including the sophistication of the
investor, the ability of the investor to fund and complete the investment on a timely basis, and for
strategic or other reasons. When co-investment opportunities are permitted, it is possible that the
size of the investment opportunity otherwise available to the WCP Fund(s) will be less than it
would otherwise have been without the inclusion of such co-investors. WCP’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
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