WSC & Company LLC

ITEM 5 – FEES AND COMPENSATION

In general, WSC, or an affiliated General Partner, is compensated through the payment of a management fee and
a carried interest in connection with the provision of advisory services to the Funds. The following is a summary
description of the annual management fee (the “Management Fee”) and carried interest (the “Carried Interest”)
paid to WSC and its affiliates. Investors are encouraged to read the Funds’ respective Governing Documents,
which describe the Management Fees and Carried Interest in further detail.

WSC (or its affiliates) receives an annual Management Fee from each Fund, provided that certain co-investment
vehicles do not pay a Management Fee. Generally, during the term of the Funds (including extension periods)
or, as applicable, during the period prescribed in each Fund’s Governing Documents in which the Fund is
permitted to make investments in new portfolio companies (the “Investment Period”), the Funds pay WSC a
Management Fee, payable quarterly or semi-annually in advance, typically ranging from 1.5% to 2.0% (per
annum) of invested or committed capital as further described in each Fund’s Governing Documents.
Management Fees would be reduced or increased after the applicable Investment Period as further described
in the Funds’ Governing Documents. Certain of the Funds’ Governing Documents provide that no Management
Fee is charged against the first $1,000,000 of capital commitment by an Investor who is, or has appointed a
representative to be, a member of the Fund’s advisory committee so long as such Investor (or its
representative) serves on the advisory committee or thereafter if such Investor (or its representative) served
on the Fund’s advisory committee for at least five years.

The Management Fees paid to WSC are not negotiable after they have been documented in each Fund’s
Governing Documents. However, WSC and the General Partners have, and may in the future, enter into side
letters or similar agreements with certain Investors to waive or modify the Management Fee payable in respect
of such Investor.

In addition, the General Partner of certain Funds and co-investment vehicles will receive a performance-based
fee, including payment of the Carried Interest, from such Fund’s Investors. The precise amount of, and the
manner of calculation of, such “Carried Interest” is detailed in each Fund’s Governing Documents. The Carried
Interest varies across the Funds, as more fully described in the Governing Documents. The General Partner of
certain Funds will, from time to time, waive or reduce the Carried Interest for certain Investors, as permitted
by the relevant Governing Documents.

In connection with a seat on the board of directors (or similar governing body) of a company in which a Fund
invests, or in connection with advisory or consulting services provided by WSC or its affiliates, WSC, the
Managers or one of their affiliates may receive board fees, advisory fees, consulting fees or similar
remuneration. Pursuant to each Fund’s Management Agreement, such fees are remitted to WSC. Additionally,
while WSC is responsible for all of its own normal day-to-day operating expenses, WSC is reimbursed for certain

expenses it incurs for Fund expenses as set forth in each Fund’s Governing Documents.

WSC, or the General Partners, may deduct the Management Fee payable by a Fund and other expenses
properly allocable to a Fund directly from the Fund’s assets or issue a capital call notice for such amounts.
Subject to any expense cap in the Governing Documents, each Fund bears all of the expenses incurred in the
formation of, and the offer and sale of Interests in, the Fund and its General Partner. The Governing Documents
of certain Funds will provide for a Management Fee reduction if the expense cap is exceeded.

If any Fund expenses are associated with two or more Funds, such expenses are typically allocated by WSC
according to the relative aggregate capital commitments of the applicable Funds, usage of the applicable funds,
or other such criteria subject to the discretion of WSC.

Investors are encouraged to refer to the relevant Fund’s Governing Documents for a complete understanding
of how fees are paid to WSC and what expenses they will pay through an investment in the Funds.

ITEM 7 – TYPES OF CLIENTS

WSC provides investment advisory and investment management services to private investment funds, as
described in Item 4, above. WSC does not provide advisory services to separately managed accounts or wrap
fee programs.
WSC requires that each Investor in a Fund be (i) an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, and/or (ii) a “qualified client” as defined in the Advisers Act. Minimum investment

commitments in the past have been, and in the future could be, established for Investors in the Funds. The
General Partner of each Fund, in its sole discretion, could permit investments that are less than the required
minimum investment commitment set forth in the applicable Governing Documents of a Fund.