Woodbourne Capital Management International LP

Item 5 - Fees and Compensation

A. Our fees and compensation incurred by the Clients, and ultimately investors in the Clients, are
described in the Governing Documents of our Clients. We receive a management fee and an
incentive fee from each Client. Fees are negotiable and borne indirectly by investors in each Client.
Most of our investors are “qualified purchasers” (as defined in Section 2(a)(51) of the 1940 Act).

B. We deduct our management fees from Client accounts quarterly in advance. We deduct
performance-related fees from Client accounts upon realization of profits of a particular
deal/security, which would be considered in arrears.

Woodbourne Capital Management International LP Form ADV: Part 2A                               Page 5

C. Fees ultimately borne by investors are specifically outlined in each Client’s Governing
Documents. Clients that are private investment funds generally bear (i) all expenses associated
with the organization and ongoing administration of such private investment funds, including legal
and accounting fees, (ii) all expenses incurred in connection with communications with investors,
meetings of investors and the ongoing offer and sale of interests in the private investment funds,
(iii) all third party administration, accounting, tax preparation, audit, bookkeeping, governmental
fees and taxes and legal and compliance fees and expenses of, or relating to, the private investment
funds, (iv) all expenses incurred for the benefit of the private investment funds related to the
maintenance and procurement of information technology and data-related services, systems and
equipment, valuation services, proxy voting services and insurance, (v) all direct and incidental
expenses relating to research and due diligence of existing and potential investments (including,
without limitation, the use of consultants and attorneys) and research materials, and (vi) all trading
and investment-related costs and expenses (e.g., brokerage commissions, margin interest, custodial
fees and clearing and settlement charges). (See Item 12 “Brokerage Practices” below.)

We may also allocate a portion of certain Clients’ capital to money market funds managed by
investment managers who are not affiliated with the Advisor. In addition to the fees and expenses
discussed above, investors will indirectly incur similar fees and expenses if we invest Clients’
capital in such money market funds as these funds in turn pay similar fees to their investment
managers and other service providers.

Some expenses are incurred on an aggregate basis for the benefit of multiple Clients or the
Advisor (or its affiliates). We allocate the aggregate costs of these items across the applicable
Clients and the Advisor in a manner we determine to be reasonable and fair and in
accordance with our expense allocation policies and procedures. Generally, the allocation
method across multiple Clients is pro rata in accordance with assets under management, but
we may vary this approach in particular instances if we believe another method is more
equitable.

D. Management fees for Clients that are private investment funds are paid quarterly in advance and
are refunded on a pro-rata basis (based on the actual number of days remaining in such quarter) if
the investment management or advisory contract is cancelled prior to the end of a payment period.
Given the redemption terms of our Clients (the specifics of which are provided in each Client’s
Governing Documents), it is unlikely that a fee refund would be owed if a limited partner submitted
a redemption request after fees had been deducted.

E. Not applicable.

Item 7 - Types of Clients

We provide investment advice to Clients that are private investment funds. Investors in such
private investment funds are (i) high net worth individuals and institutional investors that qualify
as “accredited investors” (as defined in Rule 501 under the Securities Act) and “qualified
purchasers” (as defined under the 1940 Act) and (ii) “knowledgeable employees” (as defined under
the 1940 Act) that qualify as “accredited investors”.

The minimum investment requirement varies based upon the specific Client. The range of
minimum investments is $1,000,000 to $10,000,000, and subject to the discretion of the general
partner of the relevant Client to accept a lesser amount.