Wil LLC

Item 5: Fees and Compensation
In general, the Adviser receives a management fee and a performance-based fee in connection with advisory
services to Funds. The Adviser is also entitled to, in certain instances, additional compensation in
connection with management and other services performed for portfolio companies of Funds, and such
additional compensation generally will offset, in whole or in part, the management fees otherwise payable
to the Adviser. Investors in a Fund also bear certain expenses related to the organization and operation of
such Fund.

A summary of the Adviser’s customary fee and compensation arrangements with the respect to the Funds
is as follows:

        Management Fee(s)

        With respect to compensation for its investment advisory services, the Adviser typically receives a
        management fee (the “Management Fee” or “Management Fees”) from each of the Funds, which
        is generally equal to a percentage of the total capital commitments to such Fund. The fee percentage
        and/or the base upon which the fee is calculated varies by Fund and will also vary over the life of
        the Fund, as negotiated, and determined at the time the Fund is established and as set forth in its
        Governing Documents. The rate of the Management Fee generally starts at two and a half percent
        (2.5%) annually for Funds and is then reduced upon occurrence of certain events that are fully
        described in the Governing Documents of each Fund. Management Fees are payable quarterly and
        in advance.

        Performance-Based Fee (the “Carried Interest”)

        In addition, affiliates of the Adviser, as general partners of the Funds (each a “General Partner”
        and, collectively, the “General Partners”), typically receive certain allocations and distributions
        calculated and charged based on a share of capital gains on or capital appreciation of the assets of
        such Fund, as negotiated and determined at the time such Fund is established and as set forth in its
        Governing Documents. These allocations and distributions are commonly known as “carried
        interest” (the “Carried Interest”). The General Partners generally do not receive Carried Interest
        until all investors have received aggregate distributions equal to the sum of their capital
        contributions to the Fund.

        Management Fees and Carried Interest distributions generally are not negotiable. However, the
        Adviser (or a General Partner) has discretion to reduce or waive Management Fees and/or Carried
        Interest distributions as set forth in the Governing Documents of each Fund.

Management Fees are typically funded with capital contributions drawn for such purpose but may also be
funded with or withheld from proceeds from investments. Carried Interest distributions generally will be
distributed to a General Partner from time to time upon the disposition of investments by a Fund and are
distributed to such affiliate in accordance with the terms of the applicable Governing Document.

Additional Fees

In addition to Management Fees and Carried Interest distributions, the Adviser or its related persons (e.g.,
a General Partner or an employee, manager, or member of the Adviser or General Partner) can, subject to
the provisions of the applicable Fund’s Governing Documents, receive additional fees such as directors or
officers from Fund investments (“Other Fees”). The Other Fees, to the extent received, will generally
offset, or reduce, the Management Fee paid to the Adviser.

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Fund Expenses

Each Fund will also bear formation, operating, and dissolution expenses (the “Fund Expenses”) outlined
in its Governing Documents, which generally include, without limitation: the out-of-pocket expenses
associated with the organization of the General Partner or the Fund or the syndication of interests therein
(subject to any cap outlined in the applicable Governing Documents); third party legal, accounting
(including tax preparation), audit, custodial and other professional fees; consulting fee related to services
rendered to the Fund in respect of a specific investment; fees from outside appraisers and independent asset
valuation services, research (including periodicals, databases or research services), data provider services
(including management systems and software), diligence back ground checks, banking, brokerage, broken-
deal, registration, qualification, finders, depositary and similar fees or commissions; transfer, capital and
other taxes, duties and costs incurred in acquiring, holding, selling or otherwise disposing of Fund assets as
well as out-of-pocket travel expenses incurred by the Adviser or applicable General Partner in investigating,
evaluating or monitoring investments or investment opportunities; insurance premiums, indemnifications,
costs of litigation and other extraordinary expenses (not including the cost of any insurance relating to cover
of the General Partner or its affiliates for human resources or other day-to-day business operations
exposures); costs of financial statements and other reports to Fund investors as well as costs of all
governmental returns, reports, and other filings; costs of meetings of the Fund investors and LP
Committees, as defined in the Governing Documents and as applicable (including the reasonable travel and
other out-of-pocket costs incurred by the General Partner, Adviser, or the LP Committee members in
attending such meetings); interest expense; the Management Fee; public notice and similar costs; costs and
expenses incurred by the “Partnership Representative” in its capacity as such; all out-of-pocket fees, costs
and expenses, if any, incurred in connection with the Fund’s legal and regulatory compliance with U.S.
...

Item 7: Types of Clients
As noted in “ITEM 4: ADVISORY BUSINESS,” the Adviser provides investment advisory services to private
investment Funds, which are its clients.
The Funds are private investment partnerships or other investment entities formed under domestic or
foreign laws (typically the Cayman Islands), that are excluded from the definition of an investment
company under the Investment Company Act of 1940, as amended (the “Company Act”). At this time, it is
not anticipated that WiL will provide advice to advisory clients that are “retail investors” as defined by
Rule 204-5(d)(2) under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Investors in
the Funds are typically corporations and other sophisticated, institutional investors. Please note that
investors in the Funds are not clients of WiL by virtue of their investment in a Fund. Each Fund’s Offering
Documents impose a minimum contribution for investment, which varies from Fund to Fund, and is subject
to WiL’s sole discretion to accept contributions in lesser amounts. WiL may waive the minimum investment
or contribution with respect to any Client in its sole discretion.
Interests in the Funds are currently offered on a private placement basis, and where applicable, in reliance
on Section 3(c)(1) and Section 3(c)(7) of the Company Act, to persons who generally are “accredited
investors” as defined under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified
purchasers” as defined under the Company Act, and who are subject to certain other conditions, which are
fully set forth in the Offering Documents of such Funds. Interests in, or shares of, non-U.S. Funds are
generally offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities
Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of tax-exempt U.S. Persons)
on a private placement basis, and who are subject to certain other conditions, which are fully set forth in
the Offering Documents of such Funds.

The Funds’ respective minimum initial and subsequent subscription amounts are detailed within the
respective Offering Documents. Many Funds generally have a minimum investment amount of $10 million
for third-party Fund investors, also referred to herein as “limited partners.” and interests are offered and
sold solely to “qualified purchasers” or “accredited investors” that are also “qualified clients” for purposes
of the Advisers Act (or qualified knowledgeable Adviser personnel). Such minimum investment amount
may be waived by the Adviser.

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