Wndrco Capital Management LLC

Item 5 – Fees and Compensation

A.     Fee Schedule
The below is a summary of fees typically received by the Firm. Please refer to the Governing
Documents of each of the Funds for complete information on the amount and timing of fees and
compensation payments.
       1.      Management Fee and Carried Interest
The Firm typically receives an annual management fee, as described in each Fund’s Governing
Documents, based upon the total capital commitments during the investment period and for certain
Funds, after the investment period ends, based on cost basis of the investments then held. Under the
terms of the Funds’ Governing Documents, the management fees are generally payable quarterly in
advance.
Each Fund’s General Partner generally receives a carried interest equal to a percentage of net realized
profits, as described more fully in each Fund’s Governing Documents. The carried interest is generally
subject to a clawback at the end of life of the Funds if the General Partner has received excess
cumulative distributions.
The Firm may elect to waive or reduce the management fees and/or carried interest for certain
investors (including employees, strategic partners, or affiliates of the Firm).
       2.      Fee Comparison
Fund expenses, including the management fee and any performance-based fees, can constitute a
higher percentage of average net assets than could be found in other investment programs.
B.     Payment of Fees
Management fees are generally paid quarterly in advance. Carried interest is only paid when the
Funds distribute realized proceeds pursuant to such Fund’s Governing Documents.
C.     Fund Expenses and Other Fees
The Funds will typically bear costs and expenses related to the operation of business including:
organizational expenses of the Funds, subject to caps, as described in each of the Funds’ Governing

Documents, fees, costs and expenses related to the purchase, holding, monitoring and sale of
investments, and reasonable fees, costs and expenses related to any unconsummated potential
transactions, including unconsummated co-investment transactions; expenses of any administrators,
custodians, legal counsel, consultants, tax advisors, valuation firms, accountants; fees of one or more
placement agents; all expenses relating to execution and disposition of investments in the Funds;
management fees; reasonable dining, transportation, and travel expenses associated with the due
diligence of and monitoring of potential and existing investments; expenses of any lenders and other
advisors, consultants, and other professionals, including performance-based fees; expenses of
ongoing compliance of the General Partner and the Firm to the extent directly related to the Funds’
activities; any insurance, indemnity or litigation expenses; the out-of-pocket expenses, including
travel, lodging and meals in connection with the respective limited partner advisory committee; and
certain taxes and any fees or other governmental charges levied against the Fund.

It is critical that investors refer to the relevant Fund Governing Documents for a complete
understanding of fees and expenses. The information contained herein is a summary only and
is qualified in its entirety by such documents.
D.      Prepayment of Fees
The Funds invest in the securities of private companies on a long-term basis. Interests are generally
illiquid and Investors generally may not withdraw or redeem interests in the Funds. Accordingly, all
fees are paid during the term of the Funds. Fees paid at the beginning of the quarter (such as
management fees) will not be refunded.
E.      Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accept compensation for the sale of securities or other
investment products outside of its association with the Firm.
The foregoing discussion in Item 5 represents the Firm’s basic compensation arrangements.
The management fees and incentive allocations described above are structured to comply
with Rule 205-3 under the Advisers Act. Fees and other compensation are negotiable in
certain circumstances and arrangements with any particular Investor may vary. Although the
Firm believes its fees are competitive, lower fees for comparable services may be available
from other investment advisers.

Item 7 – Types of Clients

The Firm provides investment advisory services to pooled investment vehicles which generally
operate as exempt investment companies under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). In order to invest, each Investor must be an “accredited investor”
(as defined in Regulation D under the Securities Act of 1933) and Investors in the Funds are generally
“qualified clients” (as defined in Rule 205-3 under the Advisers Act) or “qualified purchasers” (as
defined under Section 2(a)(51) of the Investment Company Act), and must meet other criteria as
specified in the Governing Documents. In some cases, the Funds may accept “accredited investors,”
including knowledgeable employees, who do not meet the definition of “qualified clients” or
“qualified purchasers.” Investors include, among others, high net worth individuals, banks, fund-of-
funds, pension and profit sharing plans, trusts, estates, charitable organizations, endowments,
corporations, limited partnerships and limited liability companies or other entities.
The Firm may have a minimum investment amount for a Fund, as disclosed in the applicable Fund’s
Governing Documents, which may be waived at the sole discretion of the General Partner.
Investors must thoroughly review a Fund’s Governing Documents, which set forth all of the terms in
detail.