WM Partners LP

ITEM 5: FEES AND COMPENSATION

WMP’s fees are negotiated on a case-by-case basis with each Fund and the Investors therein. This Brochure
contains a summary of the fees, performance compensation (carried interest) and expenses that are borne
by the Funds. Fees and expenses of the Funds are generally similar but vary slightly in some cases. Please
refer to the Partnership Agreements and the PPM of the Funds for a more complete description of fees and
expenses borne by the Funds and Investors.

Investors co-investing with existing Funds, generally are subject to alternative and/or reduced fee structures
on a case-by-case basis.

Management Fees Payable to WMP

Management fees are typically based on committed capital or invested capital depending on the designated
period. The Funds pay WMP, as designated by the applicable general partner of the respective Fund
(“General Partner”), an annual management fee, generally calculated as follows: the initial closing date until
the Fund’s applicable management fee step down date, management fees will be equal to 2% of capital
commitments; and after the Fund’s applicable management fee step down date and until the end of the Fund’s
term, management fees will be equal to 2% of invested capital. At any time during the Fund’s investment
period, the management fee is typically decreased by the amount that is received by the General Partner,
WMP, or any Affiliate thereof, as applicable, as a management fee from any Successor Fund. Following
certain limited partner-initiated Fund dissolutions, an additional six months of management fee is payable to
the General Partner.

The Management Fee is an expense of the Funds which is specially, and proportional to an Investor’s
commitments to the Fund, allocated to Investors bearing the Management Fee. The General Partner
reserves discretion to waive, reduce or rebate the Management Fee otherwise payable by certain Investors,
including without limitation affiliates of WMP. Management Fees charged will be allocated among
Investors in a manner which takes such waiver or deferral into account. Certain Investors in the Fund bear
a Management Fee at a rate which is less than 2%. No Investor will bear more than its pro rata share of
Management Fees (based on its pro rata share of all Capital Commitments). The General Partner or WMP

                                            WM Partners, LP
may cause the Fund to liquidate investments to pay Management Fees and other costs and expenses incurred
by or on behalf of the Fund.

Management Fees are paid quarterly in advance. Generally, all fees are deducted directly from client bank
accounts. If the Fund is dissolved before the end of a particular quarter, management fees for such quarter
will be pro-rated based on the number of days prior to and after the date of dissolution during such quarter,
and WMP will return the amount allocated to the portion of the quarter after the date of dissolution to the
Fund for distribution to the Investors.

In the event that an agreement for WMP’s advisory services is terminated without concurrent dissolution
of the applicable Fund, any fees paid in advance may or may not be refundable, depending upon the
circumstances of the termination and the terms of the advisory contract. If a refund is due, WMP will return
the applicable amount to the Fund for distribution to the Investors.

Related Fees and Management Fee Offset

The General Partner and WMP may charge and receive from a portfolio company targeted or acquired by
the Fund’s commitment, acquisition, closing or other transaction fees, as well as director, consulting,
management or similar advisory fees, in connection with the investigation, consummation, disposition or
termination of an investment in such portfolio company (such fees are collectively referred to as “Related
Fees”). Related Fees exclude any reasonable compensation paid by a portfolio company to any Managing
Principal, operating partner, or employee of, or other personnel engaged by, WMP as compensation for
serving as an officer or employee of the portfolio company, whether or not WMP continues to pay such
individual.

Management Fees payable by the Funds are reduced (but not below zero) by 100% of the result of (a)
commitment, acquisition, closing or other transaction fees, as well as director, consulting, management or
similar advisory fees received in connection with the Fund’s work with portfolio companies or prospective
portfolio companies, less (b) the sum of (i) out-of-pocket expenses (including broken deal expenses) paid
by WMP or its affiliates to third parties in connection with the Fund’s investments or proposed investments,
and, (ii) to the extent included in clause (a) director’s consultant’s or similar fees (if any) paid to any
Managing Principal or employee or consultant of WMP or its Affiliates serving at the request of the General
Partner as a director, officer, employee or consultant of a portfolio company by reason of his/her industry,
financial, technological or management experience, including without limitation fees or expenses paid to
WMP for legal fees or expenses of WMP’s in-house legal counsel.

From time to time, WMP personnel may serve as members of the executive management team, employees
or consultants of a Fund’s portfolio company. If that person is compensated therefor by the portfolio
company, such compensation is paid to WMP and does not reduce the Management Fee payable by the
Fund. For example, Guido Panzera, General Counsel of WMP, serves as general counsel and secretary of
the portfolio companies owned by the Fund. Certain portions of his salary, based on time spent, relating to
his work as general counsel for these portfolio companies is funded by the applicable portfolio companies
and the Management Fee is not reduced by such amounts. This same compensation mechanism applies for
various other WM employees who provide services directly to and for portfolio companies.
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ITEM 7: TYPES OF CLIENTS

WMP provides investment advisory services to the Funds and not to Investors. Investors in the Funds are
required to meet the eligibility requirements outlined in the Funds’ offering documents, as well as to make
certain representations when investing in the Funds, including but not limited to the following (1) they
acquired their interest in the applicable Fund for their own account, (2) they received or had access to all
information they deem relevant to evaluate the merits and risks of the prospective investment, and (3) they
had the ability to bear the economic risk of an investment in the Funds.

All Investors in the Funds must acknowledge receipt of a copy of the applicable Fund’s PPM and other
governing documents prior to their investment in the Fund.