Weatherford Capital Management LLC

Item 5 - Fees and Compensation

         In general, the Adviser receives a management fee 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 or its affiliates expect to receive additional compensation in connection with
management and other services performed for portfolio companies of the Funds, and 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, or performance-based compensation 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 management fee and carried interest which the Adviser
currently employs and which the Adviser expects to employ with respect to future Funds going forward
is summarized below.

        Management Fees

         A management fee (the “Management Fee”) will be paid by the Client to the Adviser. The
Management Fee is determined by the governing documents of each Fund, but will generally be
payable, semi-annually in advance on the 10th business day of January and July in each year during the
advisory relationship. During the period from the initial closing of capital commitments in the Fund
until the end of the investment period, the Management Fee will generally be paid at an annual rate
ranging from 1% and 2% of aggregate capital commitments. Thereafter, the Management Fee will be
paid at an annual rate ranging from 0.75% and 2% of the Remaining Capital Base. “Remaining Capital
Base” means an amount equal to invested capital less the amount invested in investments that have
been sold or that have been fully written off and are no longer being monitored. 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 of such Fund plus interest. The Management Fee will be payable until 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 six-month period
generally are adjusted on pro rata basis according to the actual number of days in such period. The
Management Fee generally is reduced by a specified percentage of a Fund’s share of Portfolio Fees, as
is defined and discussed below and as more fully detailed and subject to the terms set forth in the
relevant governing documents.

         The governing documents for certain Funds permit the Adviser to waive or agree to reduce the
Management Fee. Certain waived portions of the Management Fee are treated by the governing
documents as a deemed capital contribution by the relevant General Partner, which is effectively
invested in the relevant Fund on such General Partner’s behalf, and operates to reduce the amount of
capital such General Partner would otherwise be required to contribute to the Funds. The Limited
Partners of the Funds may be required to make a pro rata contribution according to their respective
commitments to fund any contribution that would otherwise be required of the Adviser in connection
with any such waiver or reduction as described above and, as a result, the exercise of such waiver may
result in an acceleration (or delay) of Investor capital contributions. Waived or reduced Management
Fees are not subject to the Management Fee offsets described above, and the amount of such waived or
reduced Management Fees has the potential to be significant. Due to waived or reduced Management
Fees by the Adviser and/or timing of receipt of compensation subject to offsets (as described above), it
is possible that Management Fee offsets will be delayed.

        Carried Interest

         The Adviser will receive a carried interest with respect to the Funds equal to a fixed percentage
(generally in the range of 10-30%) of all realized profits subject to a fixed percentage compound
preferred return (generally in the range of 7-12%), as more fully described in the applicable governing
documents of each Fund. The carried interest distributed to the Adviser is subject to a potential
giveback at the end of life of the Funds if the Adviser has received excess cumulative distributions and
at certain interim intervals as provided in the governing documents. It is expected that any future Funds
will have a similar fee structure.

        Fund Expenses

       To the extent not paid or reimbursed by a portfolio company, the Funds will be responsible for
the payment of their expenses, including, without limitation, all fees, costs, expenses and liabilities

relating to its operations, including, but not limited to: legal, accounting, transaction, consulting,
research, brokerage, third-party valuation agent expenses, finders’, insurance, depositary, custody,
transfer, registration, advisory committee expenses, Limited Partner meeting expenses, interest, taxes
and extraordinary expenses, and any other fees and expenses as summarized below and provided in
more detail in the Partnership Agreement for each Fund.

        Investors, on a pro-rata basis, shall bear and be charged with all costs and expenses of the Funds
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Item 7 - Types of Clients
         As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
only to Funds, which are investment partnerships, or similar entities, which are exempt from
registration under the Investment Company Act. 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 may include, directly or indirectly, Principals or other
employees of the Adviser and its affiliates and members of their families, and Consultants or other
service providers retained by the Adviser.
         Each Fund will generally have a minimum investment amount of $2.5 million for third-party
Investors in the Funds, and Fund interests will be offered and sold solely to accredited investors who
are also qualified clients. Such minimum investment amounts may be waived by the Adviser.