Winona Capital Management LLC

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

Winona and its relevant affiliate or General Partner receive fees and compensation in exchange for
advisory services provided to the Funds, including a management fee (the “Management Fee”), a
carried interest allocation (“Carried Interest”), additional compensation in connection with
management services performed for the portfolio companies of the Funds and reimbursements from
portfolio companies for certain expenses advanced on their behalf. The Funds are also responsible
for bearing certain expenses as detailed below and in each Fund’s Governing Documents. Differences
exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses
that other Funds charge or charge them in different amounts. Investors should refer to the Governing
Documents of each Fund for a complete understanding of how Winona is compensated for its
advisory services; the following is a summary only and is qualified in its entirety by such documents.

Management Fees

Investors in WCP I and WCP II pay to Winona or an affiliate an annual Management Fee of up to
2% of capital, as described in more detail in each Fund’s Governing Documents. Generally, the
Management Fee is initially calculated based upon the aggregate commitments for the period of time
during which each Fund is making investments. After the earlier of (i) the date the investment period
expires or (ii) Winona begins accepting Management Fees from any successor fund (subject to various
other factors, as set forth in the relevant Governing Documents), the Management Fee will be based
on (i) the aggregate investment contributions less (ii) the aggregate amount of distributions
constituting a return of investment contributions with respect to realized investments that have been
disposed of or completely written-off; provided that investments in a portfolio company shall be
treated as having been disposed of or completely written off only to the extent the aggregate fair
market value of all remaining interest in such portfolio company at the applicable time is less than the
Fund’s aggregate investment contributions made with respect to all investments in such portfolio
company. The amount of Management Fees generally will not correspond with fluctuations in the
net asset value of individual investments, aggregate investments in a portfolio company or of a Fund,
including following the stepdown date, and will not be reduced in connection with any write downs,
except in the case of investments permanently written down. Permanent write-down determinations
are made in the discretion of the valuation committee in accordance with the relevant Governing
Documents and the Firm’s valuation policy. 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 distributions (e.g., those resulting from a dividend recapitalization), partial sales, reorganizations,
restructurings, roll-over investments, or similar transactions, in each case in circumstances that do
not result in the complete disposition of the relevant Fund’s investment or ownership percentage in a
portfolio company has been reduced as a result of such transaction. In addition, Management Fees
generally will not be reimbursed or refunded under the Governing Documents in the event of
realizations, dispositions or partial write-downs that occur partway through the relevant calculation
period. Further, where there has been a partial disposition or permanent write-down of a Fund’s
investment and the fair market value of the investment following such event exceeds the total amount
of the Fund’s investment contributions relating to the investment, the Governing Documents do not
require Management Fees after the stepdown date to be reduced. In most circumstances, the post
step-down Management Fee base will include capitalized transaction-specific fees and expenses of
unrealized investments, including transaction fees charged by Winona in connection with the
investment, which poses a conflict of interest in that the inclusion of such fees and expenses results
in a higher Management Fee than if such transaction fees and expenses were not capitalized into the
asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. All Management Fees
were negotiated with investors during the fundraising period of the applicable Fund and are not
subject to negotiation thereafter. WCP I is no longer charging Management Fees. Management Fees
are payable during term extensions unless otherwise notified to investors.

Winona is permitted, in its sole discretion, to reduce or waive all or a portion of the Management Fee
for any of the Winona Funds or investors in such Funds (although these investors generally still pay
their pro rata share of certain Fund expenses). Management Fees differ from one Fund to another,
as well as among investors in the same Fund. Such differences can arise from the size of an investor’s
commitment to a Fund, offset provisions, provisions of side letter agreements or other negotiated
terms. Capital contributions for Management Fees paid by investors who are employees of Winona
are returned to the employee as distributions rather than paid as Management Fees.

Investors in a Co-Investment Fund generally pay a reduced or no Management Fee on the co-
investment portion of their investment (but again, such co-investors generally pay their pro rata share
of certain expenses as described more fully below). Management Fees for Co-Investment Funds are
negotiated on a deal-by-deal basis but are typically less than those charged to WCP I and WCP II Fund
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

Winona provides investment advice to the Funds. The Funds limit their investors to: (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended (“Securities Act”);
and (ii) “qualified purchasers” or “knowledgeable employees”, each as defined in the Investment
Company Act; or (iii) “qualified clients” as defined in the Advisers Act. Investors in the Funds must
meet certain suitability and net worth qualifications prior to making an investment in the Funds. The
Funds are not registered or required to be registered under the Investment Company Act; are not
made available to the general public; their securities are not registered or required to be registered
under the Securities Act; and Fund interests are privately placed to qualified investors. Qualified
investors include individuals or entities to which Fund interests are permitted to be sold, which
generally includes (i) in the United States, people or organizations who meet certain net worth, income
and/or financial sophistication requirements as described above or (ii) in other countries, as permitted
by the relevant securities laws in such jurisdiction and in compliance with any foreign offering
provisions applicable to Winona and/or the Funds. The Funds generally have minimum investment
amounts varying from $1.0 million to $5.0 million for third-party investors, although Winona has, in
its sole discretion, accepted lesser amounts and did so with respect to Winona employees who invest
in the Funds. The investors participating in the Funds include high net worth individuals, banks or
thrift institutions, family offices, other investment entities, pension and profit-sharing plans, trusts,
estates or charitable organizations or other corporations or business entities and, directly or indirectly,
principals or other employees of Winona and its affiliates.

On occasion, Winona offers co-investment opportunities for certain investors to invest alongside a
Fund in certain Fund portfolio companies. As referenced in Item 4, above, in certain cases co-
investments have been structured either as (i) a Co-Investment Fund or (ii) a direct investment by
certain investors into a portfolio company or its holding or operating company. When structured as
a Co-Investment Fund, Winona considers the investment to be a Fund client, identifies the Fund in
its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Fund, considers whether
to assess a Management Fee and Carried Interest on such Fund and includes the amount of assets of
such Co-Investment Fund in the Firm’s regulatory assets under management. In the case of direct
co-investments, Winona does not consider the investment to be a Fund or a client, does not act as the
investment manager to the co-investment portion of the investment, does not charge Management
Fees, Carried Interest or other fees to the investment, does not have custody of the investment or
include the amount of assets of the co-investment in the Firm’s regulatory assets under management.

In such direct co-investment opportunities, Winona will perform management, advisory and other
services for the portfolio companies in which these co-investors invest, generally at no additional cost
to such co-investors except portfolio company fees and expenses (which such fees and expenses are
recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when Winona has the opportunity for
an investment in an existing or prospective portfolio company and Winona determines that (i) an
investment requires additional capital, (ii) all or a portion of the applicable opportunity is not required
to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a Fund, whether
due to concentration restrictions contained in the Fund’s Governing Documents or otherwise or (iv)
Winona believes the Fund will benefit from the participation of the co-investor(s). Such
determinations are based on the provisions of the applicable Governing Documents, side letter
agreements and such other factors as Winona will consider in its sole discretion, including those
specified in its policies on investment allocation and co-investments. Subject to any restrictions
contained in the Governing Documents of the relevant Fund or any side letter or other terms
negotiated with respect to such Fund, in general no investor has a right to participate in any co-
investment opportunity. Winona’s exercise of discretion in allocating co-investment opportunities
often will not result in proportional allocations among co-investors and such allocations can be more
or less advantageous to some co-investors relative to other co-investors. When co-investment
opportunities are permitted, it is possible that the size of the investment opportunity otherwise
available to Winona’s Fund(s) will be less than it would otherwise have been without the inclusion of
such co-investors.

Winona will select the investors that are permitted to co-invest in a particular portfolio company in its
sole discretion based on various factors, including those detailed in its Governing Documents and as
outlined in its internal policies and procedures. While one or more investors in the Funds are on
occasion invited to co-invest in a Fund’s portfolio companies, Winona is authorized in its sole
discretion to offer any or all of a co-investment opportunity to investors that are not investors in the
Funds. Winona will select which investors and/or third parties are permitted to co-invest in a
particular portfolio company based on various factors, including the sophistication of the investor,
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