THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

MWI Veterinary Supply, Inc. (MWIV)

6/1/2006 Proxy Information

Management Agreement

On June 18, 2002, the Company entered into a management and consulting services agreement (the “agreement”) with Bruckmann, Rosser, Sherrill & Co. LLC (“BRS LLC”), the general partner of Bruckmann, Rosser, Sherrill & Co. II, L.P. (“BRS”), which at the time was the Company’s majority stockholder, and Agri Beef Co. (“Agri Beef”), a major stockholder. The agreement stated that BRS LLC would provide certain management, consulting and financial planning services to the Company’s board of directors and management. Under the terms of the agreement, BRS LLC received an annual fee equal to the greater of $250,000 or two and one-half percent of the Company’s EBITDA, as defined in the agreement, each fiscal year. The agreement also stipulated that Agri Beef was entitled to receive approximately 20% of the fee owed to BRS LLC and the amount payable to BRS LLC was reduced by the amount paid to Agri Beef. BRS LLC and Agri Beef received $364,856 and $91,214, respectively, for services performed under the agreement for the fiscal year ended September 30, 2005. In August 2005, the Company, BRS LLC and Agri Beef terminated the agreement in exchange for a termination fee of $1,600,000 to BRS and $400,000 to Agri Beef. Mr. Bruckmann, one of the Company’s directors, is an officer of BRS LLC. Mr. Cleary, the Company’s President and Chief Executive Officer, and Mr. Rebholtz, one of the Company’s directors, are each members of the board of directors of Agri Beef. Mr. Rebholtz is also the President and Chief Executive Officer of Agri Beef. Teresa Cleary, the wife of Mr. Cleary, and Mr. Rebholtz, together with Dorothy Rebholtz, the mother of Mrs. Cleary and Mr. Rebholtz, and various trusts for the benefit of the children of Mrs. Cleary and Mr. Rebholtz, currently control in the aggregate over 94% of the outstanding stock of Agri Beef.

Feeders’ Advantage, L.L.C.

MWI Veterinary Supply Co., a subsidiary of the Company, and Agri Beef, hold 50.0% and 4.2%, respectively, of the membership interests in Feeders’ Advantage, L.L.C. The Company charged Feeders’ Advantage, L.L.C. for certain operating and administrative services of $428,227 for the fiscal year ended September 30, 2005. Sales of products to Feeders’ Advantage, L.L.C. were $28.5 million for the fiscal year ended September 30, 2005. Mr. Cleary, the Company’s President and Chief Executive Officer, and Mr. Rebholtz, one of the Company’s directors, are each members of the board of managers of Feeders’ Advantage, L.L.C.

The Company also provides Feeders’ Advantage, L.L.C. with a line-of-credit to finance its day-to-day operations. This line-of-credit bears interest at the prime rate. The interest due on the line-of-credit is calculated and charged to Feeders’ Advantage, L.L.C. on the last day of each month. Conversely, to the extent the Company has a payable balance due to Feeders’ Advantage, L.L.C., the payable balance accrues interest in favor of Feeders’ Advantage, L.L.C. at the average federal funds rates in effect for that month.