WCA Management Corporation

Fees and Compensation
WCA currently does not receive any management fees for the Equity Partnerships. The general
partner of each Equity Partnership receives a carried interest allocation of 20% of profits on
distributions derived from the disposition of investments or securities of such Equity Partnership.

WCA currently does not receive any management fees for the Subordinated Debt Partnership.
The general partner of the Subordinated Debt Partnership receives a carried interest allocation of
20% of the net capital gains of the Subordinated Debt Partnership.

Pursuant to the Agreement of Limited Partnership of each Partnership, limited partners are not
permitted to make voluntary withdrawals. In the event of a non-voluntary withdrawal, WCA will
refund all pre-paid fees that have not been earned.

Detailed information regarding the fees and carried interest allocations charged to each
Partnership is provided in such Partnership’s Agreement of Limited Partnership and related
documents. In addition to the carried interest allocations, limited partners of each Partnership will
bear indirectly the fees and expenses charged to such Partnership. Those fees and expenses will
vary, but typically will include fees associated with selling portfolio investments, legal and
accounting fees, taxes, commissions and brokerage fees, registration expenses, fees to government
regulatory agencies, the cost of directors’ and officers’ liability insurance and other expenses such
as litigation expenses. Investors should review all fees and expenses charged by WCA, its
affiliates, and others to fully understand the total amount of fees and expenses to be paid by the
Partnerships and, indirectly, their limited partners.

Performance Based Fees and Side-by-Side Management
Each Partnership allocates to its general partner a carried interest of up to 20%. The carried
interest may create an incentive for the general partner of the Partnership to make different
decisions regarding the timing and manner of the realization of such investments than would be
made if such carried interest were not allocated to the general partner.

Types of Clients
WCA provides advisory services to three Equity Partnerships and a Subordinated Debt
Partnership. Each Partnership operates as pooled investment vehicle. None of the Partnerships
are accepting new limited partners.

Methods of Analysis, Investment Strategies and Risk of Loss
WCA seeks to dispose of private equity investments or securities at attractive prices.          The
Partnerships managed by WCA do not invest in any new portfolio companies.

Being a limited partner in one of the Partnerships involves a number of risks. An investment in a
Partnership may be deemed a speculative investment and is not intended as a complete investment
program. It is designed for sophisticated investors who fully understand and are capable of
bearing the risk of an investment in the Partnership. No guarantee or representation is made that

the Partnership will achieve its investment objective or that limited partners will receive a return
of their capital.

All investing involves a risk of loss and the investment strategy offered by WCA could lose
money over short or even long periods. The description contained below is a brief overview of
some different market risks related to WCA’s investment strategy:

General Business and Management Risk. Investments in portfolio companies subject the
Partnerships to the general risks associated with the underlying businesses, including market
conditions, changes in regulatory requirements, reliance on management at the company level,
interest rate and currency fluctuations, general economic downturns, domestic and foreign
political situations and other factors. With respect to management at the portfolio company level,
many portfolio companies rely on the services of a limited number of key individuals, the loss of
any one of whom could have a significant adverse effect on the portfolio company's performance.
While in all cases WCA will monitor portfolio company management, management of each
portfolio company will have day-to-day responsibility of such portfolio company.

Lack of Diversification. Each Partnership has a portfolio that is nondiversified.

Liquidity Issues. The Partnerships generally hold investments in instruments where there is no
actively traded market. Moreover, many of a Partnership’s investments may be held by relatively
few other investors. Under adverse market or economic conditions or in the event of adverse
changes in the financial condition of the issuer or of the asset, a Partnership may find it more
difficult to sell such instruments when WCA believes it advisable to do so or may be forced to sell
them at prices lower than if the instruments were widely held. Thus, the range of disposal
strategies available to a Partnership may be further limited. Finally, dispositions of investments
may be subject to contractual and other limitations on transfer, or other restrictions that would
interfere with subsequent sales of such investments or adversely affect the terms obtainable upon
a disposition.

Valuation of Assets. There is no actively traded market for most of the securities owned by the
Partnerships. When estimating fair value, WCA will apply a methodology based on its best
judgment that is appropriate in light of the nature, facts and circumstance of the investments.
Valuations are subject to multiple levels of review for approval and ensuring that portfolio
investments are fairly valued is an important focus of WCA.

Investors in a Partnership should review the Partnership’s Agreement of Limited Partnership and
related documents to understand the risks and potential conflicts of interest. However, the risks
and potential conflicts of interests described in a Partnership’s Agreement of Limited Partnership
are not intended to serve as an exhaustive list or a comprehensive description of all risks and
conflicts that may arise in connection with the management and operation of a Partnership.