Woodson Capital Management LP

Item 5: Fees and Compensation

Woodson will generally receive a management fee of between 1.2% to 2.0% per annum paid quarterly in
advance as of the first business day of each calendar quarter based on the value of each underlying
investor’s account and adjusted during the quarter for any contributions or withdrawals. Management fees
will be waived at the discretion of Woodson and the GP of the Master Fund, Onshore Feeder, and Onshore
Standalone Fund or board of directors of the Offshore Feeder. The PEF II Vehicle and the PEF III Vehicle
do not charge a management fee.

Woodson will indirectly deduct management fees and incentive allocations from the Funds’ accounts
pursuant to authorization through the Administrator, as defined herein.

Citco Fund Services (Curaçao) B.V. (the “Administrator”) serves as the Funds’ administrator and performs
certain administrative and clerical services on behalf of the Funds. The Master Fund pays a monthly fee to
the Administrator on behalf of the Master-Feeder Funds based upon average capital, subject to a minimum
monthly fee and will reimburse certain of the Administrator’s expenses.

The Investment Manager and the GP are authorized to incur and pay in the name and on behalf of the
Funds all expenses which it deems necessary or advisable. The Investment Manager will be responsible for
and will pay, or cause to be paid, all Overhead Expenses, except as described below.

For this purpose, “Overhead Expenses” for a fiscal year include overhead expenses of an ordinarily
recurring nature such as rent, utilities, supplies, charges for furniture, fixtures and equipment, employee
benefits including insurance, payroll, and other taxes and compensation (and related costs) of all personnel.
All other expenses (“Operating Expenses”) will be borne by the Funds directly or indirectly, including but
not limited to, the Management Fee (when applicable), investment expenses (i.e., expenses that, in the
GP’s or the Investment Manager’s discretion, are related to the investment of a Fund’s assets, including,
without limitation, data, clearance, exchange, structuring, administrative, legal, tax, audit and technology
fees, brokerage commissions and other transaction costs, expenses related to proxies, underwriting and
private placements, interest and commitment fees on debit balances or borrowings, borrowing charges on
Securities (as such term is defined in the applicable LPA) sold short, custody fees and fees of legal and
other professional advisers and consultants relating to investments or prospective investments and other
fees and expenses reasonably related to the investment decision making and monitoring process); expenses
from derivatives transactions; taxes; governmental, regulatory, licensing, filing or registration fees incurred
by a Fund in compliance with the rules of any self-regulatory organization or any U.S. federal, state or
local laws; legal fees and costs (including settlement costs) arising in connection with any litigation or
regulatory investigation instituted against a Fund or its GP in its capacity as such; the costs of the annual
audit of a Fund’s financial statements and the preparation of its tax returns; fees and expenses of a Fund’s
accountants in connection with accounting advice relating to a Fund’s day to day affairs and all costs
related to keeping the books and records of a Fund; fees and expenses of a Fund’s counsel in connection
with advice directly relating to a Fund’s legal affairs; the costs of any outside appraisers, accountants,
attorneys or other experts engaged by a Fund’s GP as well as other expenses directly related to a Fund’s
investment program; specific expenses incurred in obtaining brokerage services and research including,
without limitation, the cost of statistics and pricing services, service contracts for quotation equipment and
hardware, software databases and other technical and telecommunications services and equipment used in
the investment management process, and consulting fees and travel expenses in connection with
investigating and monitoring potential and existing investments; costs of any liability insurance obtained
on behalf of a Fund or its GP and affiliates; administrative expenses (including fees and expenses of the
administrator, if any, of a Fund); costs of printing and mailing reports and notices; corporate licensing;
expenses incurred in connection with the offering and sale of the limited partnership interests and other
similar expenses related to a Fund; and extraordinary expenses. Potential investors should refer to the
applicable LPA for additional examples of Fund expenses. To the extent that expenses to be borne by a
Fund are paid by the Investment Manager or its affiliates, the Fund will reimburse the Investment Manager
or its affiliates for such expenses. For more information on Woodson’s brokerage practices, please refer to
Item 12 below.

The PEF II Vehicle and the PEF III Vehicle are subject to an Operating Expense Threshold (as defined
herein). In no event shall the aggregate Operating Expenses in any calendar year exceed an amount equal
to 0.25% per annum or 1.00% per annum of the average monthly net asset value of the PEF II Vehicle and
the PEF III Vehicle, respectively. Any amounts of Operating Expenses incurred in any calendar year in
excess of the Operating Expense Threshold shall be borne by the GP or the Investment Manager. Promptly
following the end of each calendar year, the GP shall return or pay to the PEF II Vehicle, or the PEF III

Vehicle any such amounts ultimately borne by that fund for that calendar year in excess of the Operating
Expense Threshold.

The organizational expenses of Woodson PEF II, LP and Woodson PEF III, LP (including expenses of the
initial offer and sale of limited partnership interests or shares) are paid by those Funds and are, for net asset
value purposes, being amortized over a period of up to 60 months from the date of each Fund’s
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Item 7: Types of Clients

Woodson may provide discretionary investment management services to high-net worth individuals, family
offices, endowments, government entities, and institutional investors through privately offered pooled
investment vehicles.