Lincolnshire Management Inc

FEES AND COMPENSATION

        In general, LMI and the Management Companies receive a Management Fee (as defined
below) and the applicable General Partner is allocated a carried interest, each in connection with
the provision of advisory services to its clients. LMI, the General Partners, Management
Companies or other Lincolnshire entities or affiliates receive additional compensation in
connection with management and other services performed for portfolio companies (e.g.,
monitoring and other fees) of Funds and a portion of such additional compensation will offset in
part the Management Fees otherwise payable to the relevant Management Company or LMI, as
applicable. In addition, in certain circumstances Lincolnshire receives compensation for

management and other services performed due to co-investments in portfolio companies of a Fund.
Investors in the Funds also bear certain expenses.

Management Fee

        Generally, each current Fund initially pays LMI or the relevant Management Company, as
applicable, a management fee (the “Management Fee”) equal to 2.0% on an annual basis of third-
party investor capital commitments (“Commitments”). Any investment by an Adviser in any of
Fund III, Fund IV, Fund V or Fund VI is not subject to the Management Fee. Investors participating
in a closing after a Fund’s initial closing date bear the Management Fee from the initial closing
date, generally in addition to an interest component payable to LMI or an affiliate. The
Management Fee is generally paid quarterly in advance. Following the occurrence of certain events
as specified in the relevant Partnership Agreement, including the end of the applicable investment
period and, in certain cases, the drawdown of a specified percentage of the Commitments, the
Management Fee will be reduced in accordance with the terms of, and upon a date determined
pursuant to, such Partnership Agreement (the “Stepdown Date”). The Management Fee is
typically payable until proceeds from all portfolio investments and other assets have been
distributed, disposed of or liquidated as described in the relevant Partnership Agreement.

       Installments of the Management Fee payable for any period other than a full Management
Fee period are adjusted on a pro rata basis according to the actual number of days in such period.
As a general matter, Management Fees will be payable during term extensions unless otherwise
agreed with investors.

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further specified in the Governing Documents, from the
effective date of the relevant Fund until the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments.
Further, after the Stepdown Date, Management Fees generally will be charged and calculated
based on a formula tied to the amount of investment contributions (including, where applicable, a
Fund borrowing component (including interest expenses) and the amount of any capitalized fees
and expenses associated with a portfolio company, including costs of operating partners) made by
the relevant Fund with respect to investments that have not been disposed of or completely written
off for U.S. federal income tax purposes and the aggregate amount of any permanent write downs
of investments that have not otherwise been disposed of and which permanent write downs are
required pursuant to the relevant sections of the Fund’s Partnership Agreement (such written off
or written down 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 an investment 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, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends) or, roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents.

         As a result, the amount of Management Fees generally will not correspond with
fluctuations in the net asset value of individual investments or of a Fund, including following the
relevant investment period, and will not be reduced in connection with any write downs, except in
the case of Impaired Value Investments. Except where the Governing Documents expressly
provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of
partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or
partial sales of investments, reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions or in circumstances where one or more other Fund(s) divest their
respective investment(s) (including credit investments) in the relevant portfolio company, whether
in whole or in part, in each case in circumstances that do not result in the complete disposition of the
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TYPES OF CLIENTS

        The Advisers provide investment advice solely to their Fund clients, and references
throughout this Brochure to “clients” and to the Advisers’ related duties to and practices on behalf
of their clients and/or investors should be construed accordingly. The Funds are 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 Funds generally include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or
indirectly, the Principals or other personnel of the Advisers and their affiliates and members of
their families or other Service Providers retained by the Advisers, or a Fund, as well as executives of
portfolio companies.

        Each current Fund generally has a minimum investment of $5 million for third-party
investors with the exception of Fund IV, Fund V and Fund VI which generally have a minimum
investment of $10 million. The applicable General Partner is generally permitted to waive such
minimum investment amount. Investors in the Funds must meet certain suitability and net worth
qualifications prior to making an investment. Investors in LEF IV-A, LEF V-A, LEF V-B, LEF
VI-A, and LEF VI-B generally must be (i) “accredited investors” as defined under Regulation D
of the Securities Act of 1933, as amended and (ii) either “qualified purchasers” or “knowledgeable
employees” as defined under the Investment Company Act. Interests in all other current Funds are
offered and sold solely to certain sophisticated investors who are also accredited investors.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Lincolnshire is a private investment firm focused on control and control-oriented
investments, including, leveraged acquisitions and recapitalizations and significant minority
investments in middle-market companies believed to benefit from Lincolnshire’s in-house
operating professionals and experience. The Advisers’ investment advisory services consist of
identifying and evaluating investment opportunities, negotiating investments, managing and
monitoring investments and achieving dispositions for investments. Investments are
predominantly in non-public companies although investments in public companies are permitted.

       The Advisers’ investment strategy for the current Funds focuses on control-oriented
investment opportunities in companies with enterprise values typically ranging from $50 million
to $350 million. The Advisers have a value-driven investment approach, targeting fundamentally
sound businesses with strong potential for significant improvements in operations and corporate
growth. The Advisers believe that by applying their resources and actively working with
management post investment, the Advisers can build substantial value in these businesses.

       The following is a summary of the investment strategies and methods of analysis generally
employed by the Advisers on behalf of the current Funds. More detailed descriptions of the Funds’
investment strategies and methods of analysis are included in the applicable private placement
memorandum and Partnership Agreement for each Fund. There can be no assurance that the
Advisers will achieve the investment objectives of the Funds, and a loss of investment is possible.

Investment and Operating Strategy

        Focus on Small and Middle-Market Companies. The Funds will generally pursue
businesses in the lower-to-mid range of the middle market, with enterprise values generally
between $75 million and $750 million. The focus on businesses of this size has the benefit of
limited competition from financial buyers, as the Advisers believe there are relatively few
competitors that can source deals consistently on a non-auction basis. Furthermore, unlike financial
buyers focused on mainstream industries, the Advisers intend to continue to devote resources to
examining a wide variety of industries, including niche sectors. The Advisers believe that in order
to effectively pursue a value-oriented strategy, the Funds are better served by a broad approach
when sourcing companies with attractive features. The Advisers will seek investments for the
Funds that the Advisers believe generally have one or more of the following characteristics: (i)

recurring revenue models with predictable cash flows; (ii) sustainable competitive advantages; (iii)
strong margins; and (iv) diversification in customers, products, markets and businesses.

         Systematic Approach to Deal Sourcing. The Advisers take a proactive approach to deal
origination, preferring to develop both proprietary and less competitive situations. Lincolnshire’s
deal-sourcing team (the “Origination Team”) manages a systematic calling effort geared toward
traditional intermediaries and other deal sources, collectively maintaining a network of over 2,000
active contacts specializing in small and middle-market deals. The Advisers believe the
Origination Team has cultivated effective and loyal relationships with its transaction sources over
its long tenure and that Lincolnshire has demonstrated to its transaction sources a long history of
closing transactions. The Advisers believe both of these factors enhance their credibility among
potential sellers and their intermediaries. The Advisers further believe Lincolnshire’s deal sourcing
efforts benefit the Funds as follows: (i) enabling the Funds to achieve improved pricing on deals
by avoiding highly competitive auction processes; (ii) allowing the Advisers to conduct enhanced
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