Nautic Partners LLC

FEES AND COMPENSATION

       The following is a general description of fees, compensation and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees, compensation
or expenses that other Funds charge. The Governing Documents of the Funds describe fees,
compensation and expenses in greater detail.

        In general, each General Partner receives a management fee and a carried interest in
connection with the advisory services it provides to clients. The General Partners or other Nautic
entities or affiliates receive additional compensation in connection with management and other
services performed for portfolio companies (e.g., monitoring and other fees) of the Funds
(“Company Fees”) and a portion of such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to Nautic in accordance with the
Governing Documents. Investors in the Funds also bear certain fund expenses, as described below.

Management Fees

        The following generally describes the typical fee structure of the Funds, but investors
should refer to each Fund’s Governing Documents as there are variations among each Fund’s
terms. During the investment period of a particular Fund, such Fund generally will pay its General
Partner an annual management fee (the “Management Fee”), payable for semi-annual periods
partially in advance and partially in arrears, equal to 2% of aggregate commitments. Commencing
with the first Management Fee due date after the expiration of the investment period or earlier
upon the occurrence of certain events as set forth in the Governing Documents, the Management
Fee for (a) Fund VII and Fund VIII will generally equal 1.65% of (i) the aggregate amount of
capital contributions made with respect to investments, less (ii) the aggregate amount of capital
contributions made with respect to investments that have been realized or permanently written
down, and (b) Fund IX, Fund X and Fund XI will generally equal 2% of (i) the aggregate amount
of capital contributions made with respect to investments, less (ii) the aggregate amount of capital
contributions made with respect to investments that have been realized or permanently written
down. In addition, with respect to a Fund’s investment, the Management Fee for such Fund will
be reduced by a specified percentage as set forth in the Governing Documents, which is generally
100% of the non-affiliated portion of: (i) any closing fees, commitment fees, investment banking
fees, placement fees, monitoring fees, consulting fees, directors’ fees, advisory fees or other
similar fees received by the applicable General Partner or employees thereof from portfolio
companies; (ii) any transaction fees paid by portfolio companies to the applicable General Partner;
and (iii) any break-up fees from transactions not completed that are paid to the applicable General
Partner, in each case reduced by the unreimbursed expenses in generating such fees. To the extent
any excess fees described in clauses (i)-(iii) of the foregoing sentence remain unapplied upon
dissolution of a Fund, the relevant General Partner generally will distribute to each limited partner
such limited partner’s share of such unapplied excess unless such limited partner has previously
notified such General Partner in writing of its irrevocable election not to received its pro rata share
of such excess. The relevant General Partner reserves the right to retain any fees that are not
required by the Governing Documents to be applied to reduce the Management Fee, including with
respect to Funds or vehicles not bearing Management Fees. With respect to Fund VII, Fund IX,
and Fund XI, each General Partner reserves the right to waive all or a portion of any future
installment of the Management Fee. Any waived portion of a Management Fee installment is

treated under the Governing Documents as a deemed capital contribution by the relevant General
Partner, which is effectively invested in the relevant Fund on such General Partner’s behalf, and
operates to reduce the amount of capital such General Partner would otherwise be required to
contribute to a Fund. Waived or reduced Management Fees are not subject to the Management Fee
offsets described above, and the amount of such waived or reduced Management Fees has the
potential to be significant. Due to waived or reduced Management Fees by a General Partner and/or
timing of receipt of compensation subject to offsets (as described above), it is possible that
Management Fee offsets will be delayed. 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 a date specified in the Governing Documents (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 expenses) 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 (such permanently 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
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TYPES OF CLIENTS

        Nautic provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Nautic’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The 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 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, principals or other
personnel of Nautic and its affiliates and members of their families, Operating Advisors or other
Service Providers retained by Nautic or a Fund, as well as current or former executives of portfolio
companies.

        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 generally have a minimum investment amount of $10 million for third-party
investors. In most circumstances, investors in the Funds must meet certain suitability and net worth
qualifications prior to making an investment in the Funds. Generally, investors must be (i)

“accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended, and (ii) for certain Funds, either “qualified purchasers” or “knowledgeable
employees” as each such term is defined under the Investment Company Act. Nautic generally is
permitted to waive such minimum investment amounts and qualification requirements.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       The Funds generally pursue middle-market private equity investments in a variety of
growth, consolidation and buyout opportunities, primarily in healthcare, industrial, and outsourced
services companies.

       The following is a summary of the investment strategies and methods of analysis generally
employed by Nautic on behalf of its active Funds. More detailed descriptions of such Funds’
investment strategies and methods of analysis are included in the Governing Documents for each
Fund. There can be no assurance that Nautic will achieve the investment objectives of any of the
Funds and a loss of investment is possible.

Investment and Operating Strategy

       Nautic primarily seeks to make equity and equity-related investments of $25 million or
more in a variety of growth, consolidation and buyout opportunities of middle market companies
based in North America with EBITDA generally of $10 million and above.

       The key components of Nautic’s playbook-driven strategy include:

               1. Nautic-Driven Theme Development. Nautic’s investment team leads a
                  thematic approach further augmented by executive relationships to understand
                  key factors influencing each broad industry ecosystem and thereby identifying
                  sub-sectors within Nautic’s target verticals. Nautic believes that deep sector
                  and sub-sector knowledge often leads to an ability to recognize and understand
                  underlying investment value more efficiently than the competition, resulting in
                  a more thorough and efficient due diligence process that focuses on the critical
                  success drivers of a target’s business.

               2. Map the Universe. Nautic believes it understands the companies operating in
                  the Healthcare, Industrials, and Services sub-sectors, including strategics, and
                  strives to gain complete understanding of the markets while seeing every
                  potential deal. Investment professionals develop familiarity with key executive
                  and operational talent within the field of focus and line up executive talent
                  within the Executive Network with demonstrated experience in the sub-sectors.
                  Deep dives are conducted in conjunction with executive talent on business
                  models, competition, and value drivers, with a goal of gaining familiarity with
                  key market players prior to such companies becoming actionable investment
                  opportunities.

               3. Pursue Deals with Executive Edge. Nautic pursues investments, including
                  proactively and outside of formal processes, where Nautic believes it can
                  identify a clear angle of pre-identified levers for value creation developed
                  through rigorous sector benchmarking, including sub-sector specific KPIs that
                  Nautic will track over long periods of time to help identify the compelling
                  opportunities. Nautic’s Executive Network provides confidence when
                  executing value creation levers and undertaking higher-reward opportunities
                  (e.g., buy-and-build, carve-outs, management transition, specific sub-vertical
                  dynamics).

               4. Informed Execution of Value Creation. Management teams implement pre-
                  identified initiatives (specific operational initiatives, management optimization,
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