Whale Rock Capital Management LLC

Item 5 – Fees and Compensation
We generally receive Management Fees and a Performance Allocation, which we can and do waive or reduce
with respect to certain Investors. A full description of applicable fees, expenses and compensation is contained
in each Fund’s offering memorandum or other governing documents. Investors should review those documents
closely prior to investing in the Whale Rock Funds.

Management Fee
Whale Rock charges a fixed management fee that ranges from 0.75%-1.75% per annum and is described in the
offering memorandum or other governing document of each Fund, as applicable. Management fees are charged
monthly or quarterly in advance at such time as specified in the applicable governing documents and are
calculated based on the balance in each Investor’s capital account or the net asset value of its shares at the
beginning of each calendar month or quarter (before reduction for any applicable Performance Allocation). For
purposes of determining the amount of management fees with respect to any private investments (referred to as
“Designated Investments in each Fund’s governing documents), each Designated Investment is valued at the
lower of its cost or fair value, as determined by Whale Rock.

Whale Rock will pro rate the management fee for Interests held for less than a full quarter, and Investors will
receive a refund of the management fee if they are permitted to withdraw capital prior to the end of a quarter.
Withdrawals, including terms related to lock up periods and distribution methods, are outlined in each Fund’s
offering memorandum and governing documents. Investors should read these documents closely.

Whale Rock has offered and may offer, from time to time, in its discretion, to reduce management fees to all or
certain Investors within a particular Fund, subject to certain terms and conditions. For example, management
fees are generally waived for Investors that are current or former owners, officers, employees or affiliates of
Whale Rock (including their family members and any trusts or other vehicles for the benefit of family members
of such owners, officers and employees and/or charitable entities, including, but not limited to donor advised
funds and private foundations).

Whale Rock separately negotiates “side letters” with certain Investors without applying terms negotiated with
such Investors, including terms related to fees, to all Investors in a Fund. The decision to enter into a side letter
and the terms included in such side letters are generally based on whether the Investor is one of the first Investors
in a Fund, the size of the Investor’s investment in a Fund, the reputation of the Investor, or an agreement by an
Investor to maintain such investment in a Fund.

Certain existing Investors in the Funds have negotiated such side letters. The terms and conditions of these side
letters may include, for example, special rights for a reduction of the management fee and/or the performance-
based fee; eligible transferees and/or other terms; “most favored nation” rights which grant the Investor the right
to receive any more favorable terms granted to other Investors; and such other rights as may be negotiated by
Whale Rock and such Investors.

Performance Allocation
Whale Rock, or an affiliate, is also entitled to a performance-based compensation (“Performance Allocation”),
which is compensation that is based on a share of realized or unrealized net profits or capital appreciation of the
assets of a Fund. The Performance Allocation is described in the offering memorandum of each Fund and
generally ranges from 15% to 20% of a Fund’s (with the exception of certain of types of Investors in the AI
Fund, as described below) realized or unrealized net profits or capital appreciation. However, net profit and
losses from Designated Investments will not be included in the Performance Allocation until the Designated
Investment (or a portion thereof) becomes a realized Designated Investment. Where applicable, the Performance
Allocation is subject to a loss recovery account and, in some circumstances, a hurdle rate. We will not receive
any Performance Allocation with respect to an Investor until such Investor has recovered all amounts credited
to its loss recovery account (as adjusted for withdrawals of capital). Performance Allocations are generally made
annually but may be made earlier upon the earlier withdrawal of capital.

Performance-based compensation like the Performance Allocation creates an incentive for Whale Rock to
engage in riskier transactions or investments than would be the case if such arrangements were not in place.

Whale Rock and/or its affiliates have offered and may offer, from time to time, in its discretion, to reduce or
waive the Performance Allocation to all or certain Investors within a particular Fund, subject to certain terms
and conditions. For example, the Performance Allocation is generally waived for investors that are current or
former owners, officers, employees or affiliates of Whale Rock (including their family members and any trusts
or other vehicles for the benefit of family members of such owners, officers and employees and/or charitable
entities, including, but not limited to donor advised funds and private foundations).

We have responsibility, in coordination with the Funds’ Administrator, for valuing each Fund’s securities. A
conflict exists with respect to this responsibility given the fact that the Management Fee and the Performance
Allocation payable to us is based on such valuations. Whale Rock utilizes third party service providers (including
pricing services and valuation agents) when valuing securities in the Funds’ portfolios. The Funds invest a
portion of their assets in non-publicly traded securities. Although the Funds expect that some of its equity
investments may trade on public or private secondary marketplaces, a market value for their investments in
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Item 7 - Types of Clients
We provide investment advice solely to the Funds previously described. Investors in the Funds include high net
worth individuals, trusts, foundations, endowments, charitable organizations, pension plans, corporations, funds
of funds and other U.S. and international institutional investors.

The minimum investment in the Flagship Funds and the Hybrid Funds is $1,000,000. The minimum investment
in the Long Opportunities Funds is $5,000,000. The minimum investment in the MegaCap Funds is $25,000,000.
The minimum investment in the U.S. Flagship Fund, the U.S. Long Opportunities Fund, U.S. MegaCap Fund,
the AI Fund, the U.S. Hybrid Fund I, and the U.S. Hybrid Fund II may be modified by each of these Funds’
general partner. The minimum investment in the Offshore Flagship Fund, the Offshore Long Opportunities Fund,
the Offshore MegaCap Fund, the Offshore Hybrid Fund I, and the Offshore Hybrid Fund II may be modified by
a member of these Funds’ Board of Directors.

Each Investor in the Funds must be an “accredited investor” as defined in Regulation D under the Securities Act
of 1933, as amended. Further, each investor in the Funds, other than the Flagship (AI) Fund, must also be a
“qualified purchaser” as defined in Section 2(a)-(51) of the Investment Company Act of 1940, as amended. Each
Investor in the Funds must be a “qualified client” as defined in Section 205(3) of the Investment Advisers Act
of 1940, as amended. However, certain Whale Rock employees who are Investors in the Flagship (AI) Fund are
not qualified clients, and as such, are not assessed the Performance Allocation as described in Items 5 and 6
above.