Winthrop Square Capital LP

Item 5 – Fees and Compensation

Compensation and Fee Schedules

As compensation for investment advisory services rendered to the Funds, WSC will typically
receive a management fee (“Management Fee”) and a performance-based compensation
(“Performance Allocation”) from each such Fund. All investors and prospective investors
should review the Governing Documents of each Fund in conjunction with this Brochure for
complete information on the fees and compensation payable in connection with a particular
Fund. Different Funds are subject to different Management Fee, Performance Allocation,
and/or other advisory fee arrangements. The Management Fees payable to WSC in respect of
individual investors in a Fund are negotiable and/or may be waived. Investors and
prospective investors in each Fund should note that similar advisory services may (or may
not) be available from other investment advisers for similar or lower fees. All advisory clients
(i.e., the Funds) are expected to be “qualified purchasers” as defined in Section 2(a)(51) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Consequently, WSC will not be required to include specific fee information in this Brochure
relating to the Funds.

Deduction of Fees; Timing of Payments; Termination

As a general matter, WSC will charge and deduct Management Fees directly from the Funds
pursuant to the terms of the Governing Documents. Payment of Management Fees are made
quarterly in advance in accordance with the terms of the Governing Documents. Please refer
to the Governing Documents of each of the Funds for complete information on the timing of
Management Fee payments. Upon termination of an advisory contract, any prepaid, unearned
fees will be promptly refunded in a fair and reasonable manner at the discretion of the
General Partner.

Management Fee Offset

Subject to the terms of the Governing Agreements, the Management Fee allocated to each
limited partner will be reduced by an amount equal to 100% of such limited partner’s pro
rata share of director’s fees, monitoring fees, consulting fees, closing fees, commitment fees
or break-up fees or other similar fees to the extent related to the investment activities
received by the Manager and their affiliates with respect to investments and proposed
investments.

Expenses

As further described in the applicable Governing Documents, each Fund will generally bear
all costs, expenses and liabilities incurred in connection with or related to the conduct of the
business of such Fund, including, by way of example and not limitation: with operation of its
business, including those costs associated with holding or sale of securities; all legal, audit,
registration, financial fees; the cost of Fund meetings; and any extraordinary expenses of the
Fund. In addition, the General Partners may, in their discretion, determine that certain costs

                                                                               Part 2A of ADV:
                                                              Winthrop Square Capital Brochure

and expenses (including broken-deal expenses) directly or indirectly related to a transaction
will not be charged to a co-investment vehicle, and in such case such expenses would be borne
by the applicable Fund(s) to which the relevant portfolio companies relate.

Each Fund will also bear all expenses and costs incurred in connection with the formation,
organization, syndication and marketing of such Fund and its associated General Partner,
including all legal and accounting fees and expenses incident thereto.

WSC will bear its general overhead and administrative costs and expenses, including
employee salaries and other employee benefits, unless expressly provided for in the
Governing Documents.

Transaction-Based Compensation

While it may receive advisory fees associated with a Portfolio Entity (as defined below)
transaction, WSC will not receive any compensation as broker or agent for the sale of
securities or other investment products to any Fund.

The foregoing discussion in Items 5 represents WSC’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.
Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular investor may vary. Although WSC believes its fees
are competitive, lower fees for comparable services may be available from other
investment advisers.

Item 7 – Types of Clients

WSC will provide discretionary investment management services to the Funds. The
eligibility and suitability requirements for each Fund are described in the applicable
Governing Documents. The Funds only admit sophisticated investors that (a) (1) are
“qualified clients” within the meaning of Rule 205-3 of the Advisers Act and (2) the General
Partner reasonably believes to be (i) “accredited investors” within the meaning of the
Securities Act and (ii) “qualified purchasers” as such term is defined in Section 2(a)(51) of
the Investment Company Act, or (b) are not “U.S. Persons” within the meaning of Rules 901
through 905 under the Securities Act (“Regulation S”) and outside the United States at the
time of such offer in offshore transactions in compliance with Regulation S.

WSC and/or its affiliates may establish AIVs for the purpose of addressing tax, regulatory
and/or structural issues, and/or facilitating certain investments by one or more Funds
and/or investors. Prospective investors are requested to refer to the Governing Documents
of the applicable Fund for complete details on any feeder fund that may be established by
such Fund and such Fund’s ability to make investments through AIVs.

Minimum initial investment amounts vary among the Funds, as described in the applicable
Fund’s respective Governing Documents. Such minimum investments, however, may be
waived or modified by the General Partner of the Funds, in its sole discretion.

To invest in the Fund, an investor must be an accredited investor and, if subject to a
performance fee, must be a qualified client as defined by Section 205 of Advisers Act and
Rule 205-3 thereunder.