Wazee Street Capital Management LLC

Item 5 – Fees and Compensation

Wazee Street and its affiliated General Partners are entitled to receive fees and compensation in
exchange for advisory services provided to the Funds, including management fees, carried interest and
other fees, each as described below. Differences exist from Fund to Fund, and certain Funds do not
charge certain fees, compensation or expenses that other Funds charge, or charge them in different
amounts. The following is a general description of fees, compensation and expenses of the Funds.
Limited partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how Wazee Street 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

Wazee Street charges each Fund a management fee (the “Management Fee”), generally 2% per annum,
paid quarterly in advance. Management Fees are initially charged at 2% of the aggregate amount of

capital commitments of the limited partners as of the first day of the fiscal quarter in respect of which
the Management Fee is being paid; after the end of the commitment period, the Management Fee is
charged at 2% per annum of either the aggregate committed capital or net invested capital, depending
upon the Fund. The amount of Management Fees generally will not correspond with fluctuations in
a Fund’s net asset value and will not be reduced in connection with any write-downs, except in the
case of investments that have been permanently written down. Permanent write-down determinations
are made in the discretion of the valuation committee in accordance with the relevant Governing
Documents and the Firm’s valuation policy.

All Management Fees were negotiated with limited partners during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. Generally, limited partners participating
in a subsequent closing after the initial closing of a Fund are responsible for paying the Management
Fee as of the date of the initial closing of such Fund as applicable. In addition, Management Fees are
payable during term extensions unless otherwise agreed to with limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees can differ from one Fund to another, as well as among limited
partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment
to a Fund, different limited partner classes, provisions of side letter agreements or other negotiated
terms. Fees are generally waived for Wazee Street employees (including employees investing through
a General Partner) and their respective families investing in a Fund (although in each case, these
limited partners generally pay their pro rata share of certain Fund expenses). Fund IV is no longer
paying Management Fees.

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund
to entities or persons acting as a placement agent in connection with the offer and sale of interests in
such Fund; (ii) costs incurred by Wazee Street in connection with the organization of a Fund that
exceed a limit as specified in the Fund’s Governing Documents; and (iii) 100% of certain supplemental
fees and compensation with respect to a portfolio company, including the net amount of cash or non-
cash (a) set-up or other origination fees in connection with the origination of any portfolio investment,
(b) topping or break-up fees in connection with proposed but unconsummated portfolio investments,
(c) directors’ or monitoring fees paid by a portfolio company; and (iv) commitment fees in connection
with a Fund’s commitment to make a portfolio investment, in each case received by Wazee Street, a
General Partner or any of their affiliates (together, “Available Fees”). All such Available Fees received
are offset against the Management Fee paid by a Fund net of any related unreimbursed expenses
incurred by Wazee Street, a General Partner or any of their affiliates in connection with the
transactions out of which such Available Fees arose.

For clarity, the following fees do not offset Management Fees, in each case as applicable: (i) any fees
received directly or indirectly from a portfolio company, proposed portfolio company or other person,
in each case in respect of any limited partner, potential limited partner or Fund in such portfolio
company, proposed portfolio company or the capital provided or proposed to be provided thereby or

(ii) fees or other compensation and expense reimbursements received by persons who serve as
directors of portfolio companies or who provide direct services to portfolio companies at the request
of a General Partner or Wazee Street and who are not employees, officers, members or directors of
Wazee Street, a General Partner or any of their respective affiliates.

Available Fees are offset against the Management Fees only to the extent of a Fund’s relative
ownership (or anticipated ownership) in such portfolio company, measured on a cost basis, and not
the portion allocable to any other investor (which could include other Funds, co-investors, third
parties, portfolio company management or others) who holds an economic interest in (or, in the case
of a transaction not consummated, would have held an economic interest in) the applicable
investment. To the extent that an offset credit would reduce a Fund’s Management Fee for a given
quarter below zero, the credit will be carried forward for future application against payable
Management Fees, and if a credit remains upon dissolution, a payment will be made to limited partners
that have not elected to waive such amount for tax or other reasons.

Carried Interest

Generally, each Fund’s General Partner is entitled to be allocated carried interest (“Carried Interest”)
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Item 7 – Types of Clients

Wazee Street provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). The Funds limit their respective limited partners to: (i) “accredited
investors” as defined in the Securities Act of 1933, and (ii) “qualified purchasers” or “knowledgeable
employees,” each as defined in the Investment Company Act, or (iii) if applicable, “qualified clients,”
as defined in the Advisers Act. Limited partners in the Funds must also meet certain other suitability
qualifications prior to making an investment in the Funds. The Funds are not registered or required
to be registered under the Investment Company Act, are not made available to the general public,
their securities are not registered or required to be registered under the Securities Act of 1933 and
Fund interests are privately placed to qualified investors. Qualified investors include individuals or
entities to which 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 Wazee Street
and/or the Funds. The Funds typically require capital commitments from each limited partner of at
least $5 million, depending on the Fund, although the applicable Fund’s General Partner has, in its
sole discretion, accepted lesser amounts.