WestCap Management LLC

Item 5: Fees and Compensation

General

As compensation for our investment management services, we receive from each Fund an annual management fee. In
general, depending on the Fund, the management fees range from 1% to 2% annually of the total capital committed
to a Fund by its investors and may be waived or reduced in our discretion for particular investors. Our carry partner
affiliate also generally receives a performance allocation, described further below under Item 6, “Performance-Based
Fees and Side-By-Side Management,” based on the returns achieved on a Fund’s investments. The management fees
and carried interest performance allocation described herein are generally subject to modification, waiver or reduction
by WestCap in its sole discretion, both voluntarily and on a negotiated basis with selected investors, which may not
be disclosed to other investors in the same Fund except as required by contract or under the “Preferential Treatment
Rule” as and when applicable.

The Funds typically pay or reimburse WestCap, the General Partner, the Managing Member or their affiliates for the
applicable organizational and start-up expenses. Expenses that Funds may bear include, without limitation, the
following: investment expenses (for example, and without limitation, banking fees, interest expenses, research related
investment and travel expenses incurred in connection with the due diligence and monitoring of investments; broken
deal expenses; consulting and strategic advisors expenses; attorney’s fees and expenses; and other professional fees

relating to particular investments); systems and technology expenses; audit and tax preparation expenses; underwriting
expenses; valuation expenses; expenses related to services performed by an administrator; expenses relating to the
offer and sale of interests in the Funds and extraordinary expenses; expenses associated with regulatory filings made
in connection with the Funds’ operations and holdings; insurance (including on behalf of WestCap and its affiliates);
expenses incurred by members of a Limited Partner Advisory Committee in connection with the fulfillment of their
duties to the Funds, including reasonable travel and lodging expenses, expenses incurred in connection with annual
Fund meetings or other periodic or special meetings, including associated expenses and reasonable dining and
entertainment expenses, travel and lodging expenses, including, as permitted by WestCap’s policies and procedures,
business or first class travel where permitted and travel-related expenses (e.g., meals, lodging and reasonable
entertainment); printing and distribution expenses; and legal and regulatory compliance expenses, including on behalf
of WestCap. From time to time, the General Partner or Managing Member of a Fund may form “special purpose
vehicles” for the purposes of accommodating certain tax, legal and regulatory considerations of the applicable Fund
and its investors. Expenses related to the formation and organization of such “special purpose vehicles” are typically
allocated to the applicable Fund in accordance with such Fund’s Documents. We or our affiliated General Partners or
Managing Members generally pay all ordinary administrative and overhead expenses incurred in connection with
maintaining and operating our offices, including employees’ salaries, rent, utilities and other administrative costs. The
complete details regarding Fund fees and expenses are set forth in the applicable Documents.

From time to time, WestCap will be required to determine whether certain fees, costs and expenses should be borne
by WestCap, a Fund, a portfolio company, co-investors in a Specified Asset Fund or a third-party, and the amounts of
such fees, costs and expenses that should be allocated among such parties. In certain cases, WestCap may allocate
fees, costs and expenses among multiple parties. WestCap allocates fees, costs and expenses in accordance with the
applicable Documents or policies, and, to the extent not addressed in the applicable Documents, WestCap allocates
expenses among parties in good faith based on the investment size of the applicable Funds, the relative benefits
received by a party or such other methods that WestCap elects to apply in its sole discretion regardless of any interest
WestCap may have in such allocation. Notwithstanding the foregoing, the amount of an expense allocation to a Fund
may not reflect the relative benefit derived by such Fund in any particular instance and a Fund may bear more or less
of a particular expense based on the allocation methodology applied by WestCap. WestCap determines, based on the
terms of the applicable Documents or policies, whether an expense is to be categorized as an expense of WestCap or
of the applicable Fund. The allocation of expenses presents a potential conflict of interest. WestCap complies with its
duty to act in the best interests of the Funds in making such allocations, subject to the applicable provisions in the
Fund’s governing Documents or policies, and WestCap’s written expense allocation policies and procedures.

As further described in Item 4, “Advisory Business,” WestCap may form Specified Asset Funds from time to time to
facilitate investment by investors to invest alongside one or more Strategic Funds. Subject to the applicable Documents
for a particular Specified Asset Fund, certain expenses, including, without limitation, expenses related to the formation
and organization of such Specified Asset Fund or otherwise incurred solely for the benefit of such Specified Asset
Fund, will be borne by the Specified Asset Fund. Expenses which are paid or incurred for the benefit of a Specified
Asset Fund and one or more Strategic Funds that invest in the same portfolio company will typically be allocated
among such entities. In certain cases, expenses (including, without limitation, legal, accounting, onboarding, audit,
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Item 7: Types of Clients

As described above under Item 4, “Advisory Business,” we currently provide investment management services to the
Funds and, in the future, we anticipate that we will provide investment management services only to those Funds and
subsequently established Funds. We do not have a pre-established minimum or limit on the size of the Funds that we
form and manage. Investment advice is provided directly to the Funds (subject to the discretion and control of the
General Partner or Managing Member of each such Fund, as applicable) We generally target a minimum capital
commitment of $5,000,000 by investors, although that level of investment can be waived by the applicable General
Partner or Managing Member of a Fund.

Additionally, each investor must be a “qualified purchaser” (as such term is defined in the Investment Company Act
of 1940), a “qualified client” or an “accredited investor” (as such term is defined in Regulation D promulgated under
the Securities Act of 1933) depending on the applicable Fund, and meet other criteria as specified in the governing
Documents of the applicable Fund. Investors in our Funds may include, among others, family offices, high net worth
individuals, banks, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments,
corporations, limited partnerships and limited liability companies or other entities.