Blue Sea Capital LLC

FEES AND COMPENSATION

        In general, the Advisers receive a management fee (the “Management Fee”) and a carried
interest in connection with advisory services they provide to their clients. Blue Sea Capital or
persons affiliated with it receive additional compensation in connection with management and
other services performed for portfolio companies (e.g., monitoring and other fees) of the Funds
and such additional compensation will offset in whole or in part the Management Fees otherwise
payable to Blue Sea Capital to the extent provided by the Governing Documents. In addition, in
certain circumstances Blue Sea Capital receives compensation for management or other services
performed in connection with co-investments made in portfolio companies of the Funds. Investors
in the Private Investment Funds also bear certain fund expenses, as described below. The following
is a general description of fees, compensation, and expenses of the Private Investment Funds. The
Private Investment Funds have varying fees, compensation and other expenses, and certain Private
Investment Funds do not charge certain fees, compensation, or expenses that other Private
Investment Funds charge. For example, as noted below, the Executive Funds do not pay a
Management Fee or carried interest. Prospective and existing Private Investment Fund investors
should review the Governing Documents for details regarding fees, compensation and expenses.

Management Fees

       During a Fund’s investment period, such Fund generally will pay the General Partner an
annual Management Fee, payable quarterly in advance, equal to 2% of its aggregate commitments.
Upon a date specified in the Governing Documents, (the “Stepdown Date”), the Management Fee
will be reduced to 2% of the Fund’s aggregate investment contributions (including, where
applicable, a Fund borrowing component (e.g., bridge financing contributions) (including interest
expenses) and the amount of any capitalized Supplemental Fees (as defined below) or expenses,
including an allocable share of costs of Executive Advisors (as defined below)) made by the

relevant Fund relating to such Fund’s aggregate investment(s) in its portfolio companies that have
not been realized or permanently written down, subject to certain reductions as determined
pursuant to the Governing Documents (such investments, “Impaired Value Investments”). Due
to differences in the criteria set forth in their respective Governing Documents, in the event where
more than one Fund participates in an investment, there is the possibility that an investment will
become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not
those of one or more other Funds.

        Under the Governing Documents, where the fair market value of a Fund’s aggregate
investments in a portfolio company exceeds the total amount of investment contributions relating
to such investment, post-Stepdown Date Management Fees will not be calculated based upon such
appreciated value, and will instead continue to be calculated based on the amount of applicable
investment contributions. Conversely, the Governing Documents do not require Management Fees
to be reduced or refunded following the occurrence of a write-down or decrease (including a
significant decrease) in fair value, except in the case where the Fund’s aggregate investment(s) in
a portfolio company meet the relevant Impaired Value Investment standard under the Governing
Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of
an Impaired Value Investment is less than the total amount of investment contributions relating to
such Impaired Value Investment, then the amount of Management Fees otherwise payable relating
to such Impaired Value Investment will be reduced solely based on the ratio of the fair market
value of the aggregate remaining investment(s) as compared against the amount of total investment
contributions relating to such investment(s) as of the date of the relevant determination.

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual
investments, aggregate investments in a portfolio company or of a Fund, including following the
relevant investment period, and will not be reduced in connection with any write-downs (whether
temporary or permanent), except in the case of Impaired Value Investments. Except where the
Governing Documents expressly provide to the contrary (e.g., transactions resulting from a
dividend recapitalization or similar transactions of a certain size), Management Fees will not be
reduced (in whole or in part) in the case of partial sales or dispositions, distributions in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage
in such portfolio company has been reduced (including substantially reduced) as a result of such
transaction.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, which is permitted to
include various portfolio company services fees charged in connection with the acquisition of an
investment, including certain fees (such as Supplemental Fees) and expenses paid to Service
Providers, Third Party Consultants, Executive Advisors, Blue Sea Capital or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Governing Documents
in the event of realizations, dispositions or partial write-downs or write-offs that occur partway
through the relevant calculation period.

        The Governing Documents set forth the full list of terms under which Management Fees
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TYPES OF CLIENTS

        Blue Sea Capital provides investment advice solely to its Private Investment Funds, and
references throughout this Brochure to “clients” and to Blue Sea Capital’s related duties to and
practices on behalf of its clients and/or investors should be construed accordingly. The Private
Investment Funds generally include investment partnerships or other investment entities formed
under U.S. or non-U.S. laws and operated as exempt investment pools under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). The investors participating
in the Private Investment Funds generally include insurance companies, corporations, pension and
profit-sharing plans, trusts or estates, charitable organizations or other investment or business
entities, university endowments, sovereign wealth funds, family offices, Third Party Consultants,
Executive Advisors, other Service Providers retained by Blue Sea Capital or a Private Investment
Fund, executives of portfolio companies, directly or indirectly, Blue Sea Capital’s Principals or
other personnel or their family members or other individuals or institutional investors.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

        The Funds typically have a minimum investment amount of $5 million for third-party
investors. Generally, investors are (i) “accredited investors” as defined under Regulation D of the
Securities Act of 1933, as amended, and (ii) for certain Funds, either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act. Blue Sea Capital
reserves the right to waive such minimum investment amounts and qualification requirements.

    METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Investment and Operating Strategy

       The following is a summary of the investment strategies and methods of analysis generally
employed by Blue Sea Capital on behalf of the Funds. More detailed descriptions of each Fund’s
investment strategies and methods of analysis are included in the Governing Documents.

        Blue Sea Capital intends to act primarily as the lead sponsor in making equity and equity-
related investments in lower middle market companies headquartered in the United States, with a
specific focus on acquiring businesses in sectors in which its team has deep collective prior
experience: aerospace & defense, healthcare and industrial growth. Blue Sea Capital’s investment
strategy includes:

           •   Targeting differentiated but under-developed, entrepreneurial, lower middle market
               companies Blue Sea Capital believes are positioned to benefit from Blue Sea
               Capital’s strong sector and hands-on operating experience;

           •   Pursuing attractive, fragmented, defensive growth verticals where its investment
               professionals maintain deep domain experience, close relationships with
               transaction sources and established networks of industry executives; and

           •   Creating fundamental value through an execution-oriented process based upon
               building better companies through organizational enhancements, growth initiatives
               and operational improvements that are implemented in partnership with
               management.

Risks of Investment and Conflicts of Interest

         The Funds and their investors bear the risk of loss that Blue Sea Capital’s investment
strategy entails. There can be no assurance that the Advisers will meet any Fund’s investment
objectives or otherwise be able to successfully carry out its investment program or that there will
be any return of capital. A prospective investor should only invest in a Fund as part of an overall
investment strategy and only if such investor is able to withstand a total loss of its investment.
Investors should not construe the performance of earlier investments by the Advisers or their
affiliates as providing any assurances regarding the future performance of any Fund. The risks and
conflicts of interest typically involved with Blue Sea Capital’s investment strategy and an
investment in each Fund are generally described below. However, investors should review the
applicable Fund’s Memorandum for information regarding risks specific to that Fund.

        Business Risks. A Fund’s investment portfolio is expected to consist primarily of securities
issued by privately held companies, and operating results in a specified period will be difficult to
predict. Such investments involve a high degree of business and financial risk that can result in
substantial losses.

        Future and Past Performance. The performance of the Principals’ prior investments is not
necessarily indicative of a Fund’s future results. While the Advisers intend for the Funds to make
investments that have estimated returns commensurate with the risks undertaken, there can be no
assurances that any targeted internal rate of return will be achieved. On any given investment, loss
of principal is possible.

       Investment in Junior Securities. The securities in which a Fund will invest may be among
the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of
loss. Generally, there will be no collateral to protect a Fund’s investment once made.

        Concentration of Investments. Each Fund will participate in a limited number of
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