Whistler Capital Partners LLC

Item 5: Fees and Compensation
In general, Whistler Capital receives a management fee and a carried interest in connection with
the provision of advisory services to its Clients. Whistler Capital or other Whistler Capital entities
or affiliates receive additional compensation in connection with management and other services
performed for portfolio companies of the Funds (excepting RP Holdco and RP Holdco II) and such
additional compensation will offset in whole or in part the Management Fees (as defined below)
otherwise payable to Whistler Capital to the extent provided by the Governing Documents.
Investors in a Fund generally also bear certain expenses.

Management Fees
WCP Fund I will pay Whistler Capital, quarterly in advance, a management fee (the
“Management Fee”) equal to 2.0% on an annual basis of aggregate investor capital commitments
(“Commitments”). Investors participating in a closing after the initial closing date of WCP Fund
I bear the Management Fee from the initial closing date, generally in addition to an interest
component payable to Whistler Capital or an affiliate. Upon a date specified in the Governing
Documents (the “Stepdown Date”), the Management Fee will be reduced and will equal 2.0% of
the aggregate investment contributions made (or payable to the relevant Fund pursuant to any
outstanding capital call notice or capital call notice the relevant general partner intends to issue to
repay indebtedness incurred pursuant to the Governing Documents) with respect to investments
that have not been disposed of or completely written off for U.S. federal income tax purposes. The
Management Fee will be payable until the final distribution of the relevant Fund’s assets or until
Whistler Capital’s relationship with the relevant Fund is terminated for other reasons (as described
in the Governing Documents). Installments of the Management Fee payable for any period other
than a full quarterly period are adjusted on a pro rata basis according to the actual number of days
in such period. As a general matter, Management Fees will be payable during term extensions
unless otherwise agreed with investors.

As is generally the case in private equity funds, the Governing Documents provide that WCP Fund
I’s Management Fees will be calculated and charged on a basis that generally is not tied to WCP
Fund I’s then-current net asset value. As further specified in the Governing Documents, from the

effective date of WCP Fund I until the Stepdown Date, Management Fees generally will be charged
based on a formula tied to the amount of WCP Fund I’s aggregate Commitments. Further, after
the Stepdown Date, Management Fees generally will be charged and calculated based on a formula
tied to the amount of investment contributions (including, where applicable, a Fund borrowing
component (including interest expenses) and the amount of any capitalized Supplemental Fees (as
defined below) or expenses) made by WCP Fund I relating to its aggregate investment(s) in its
portfolio companies that have not been realized or completely written off for U.S. federal income
tax purposes. Due to differences in the criteria set forth in their respective Governing Documents,
in the event where more than one Fund participates in an investment, there is the possibility that
an investment will become an Impaired Value Investment (as defined below) for purposes of one
Fund’s Governing Documents but not those of one or more other Funds.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-Stepdown Date Management
Fees will not be calculated based upon such appreciated value, and will instead continue to be
calculated based on the amount of applicable investment contributions. Conversely, the Governing
Documents do not require Management Fees to be reduced or refunded following the occurrence
of a write-down, decrease (including a significant decrease) in fair value or other event not
constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of partial dispositions or
complete write-offs that result in the aggregate value of all remaining investments in the relevant
portfolio company being less than the aggregate investment contributions with respect to all
existing or former investments in such portfolio company (an “Impaired Value Investment”).
For the avoidance of doubt, following the Stepdown Date, if a partial disposition or complete write-
off results in an investment becoming an Impaired Value Investment, then the amount of
Management Fees otherwise payable relating to the remaining investment(s) in the relevant
portfolio company will be reduced taking into account the portion of the investment(s) realized or
completely written-off, as applicable, as compared to the amount of total investment contributions
made with respect to all existing and former investments in the relevant portfolio company.

As a result, and as is generally the case for private equity funds, the amount of Management Fees
generally will not correspond with fluctuations in the net asset value of individual investments or
of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Impaired
Value Investments. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions, dispositions, dividend recapitalizations, reorganizations, restructurings,
roll-over investments, extraordinary dividends or similar transactions, in each case in
...

Item 7: Types of Clients
Whistler Capital provides advisory services to Funds, and it expects, in the future, to other Clients.
All Clients and investors in Clients will generally be qualified purchasers under the Company Act
or qualified institutional buyers under Rule 144A of the Securities Act, and therefore accredited
investors under Regulation D of the Securities Act. Investors in the Funds may include, among
others, corporations, institutional investors, governmental entities, sovereign wealth funds,

endowments, pension or similar plans, ultra-high net worth family offices and ultra-high net worth
individuals and often include, directly or indirectly, principals or other personnel of Whistler
Capital and its affiliates and members of their families, Operating Partners or other Service
Providers retained by Whistler Capital or a Fund, as well as executives of portfolio companies.
The minimum capital commitment for a limited partner of a Fund will be outlined in its Governing
Documents; however, Whistler Capital maintains discretion to accept less than the minimum
investment threshold.