Sentinel Capital Partners LLC

FEES AND COMPENSATION

        In general, Sentinel receives a management fee (“Management Fee”) paid by the Funds
(except for Continuation Funds) in connection with advisory services it provides. Sentinel LLC or
other Sentinel entities or affiliates receive additional compensation in connection with
management and other services performed for portfolio companies of the Funds (e.g., the General
Partners receive Carried Interest, defined and discussed in detail below) and, as outlined below,
certain additional compensation that offsets in whole or in part the Management Fee otherwise
payable to Sentinel to the extent provided by the Limited Partnership Agreements. Limited
Partners in the Funds also bear certain fund expenses.

Management Fees

        The precise amount of, the manner and calculation of and the manner and timing of
payment of the Management Fee for each Fund (except for Continuation Funds) are established
by the Advisers, as modified by negotiations with investors in the applicable Fund, and are set
forth in such Fund’s advisory agreements, organizational documents and/or documentation
received by each investor prior to investment in such Fund. The fee structures of the Funds may
be modified and Management Fees differ from one Fund to another. 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 the Advisers or an affiliate. Where the
Limited Partnership Agreement calculates Management Fee based on the amount of
Commitments or the amount of investment contributions, the amount of Management Fee
generally will not be reduced based on reductions in investment value, except where specified by
the relevant Limited Partnership Agreement. As a general matter, Management Fees will be
payable during term extensions unless otherwise agreed with investors.

       Fund V

      Sentinel V GP reserves the right to waive all or any portion of any future installment of the
Management Fee. Any waived portion of a Management Fee installment shall (a) reduce the
amount of capital contributions that Sentinel V GP otherwise would be required to make in respect

of Fund V after the date that the waived amount would otherwise be due and (b) correspondingly
increase later capital contributions of the Limited Partners. Waived Management Fees are not
subject to the Management Fee offsets described below.

        The Management Fee payable by Fund V shall be reduced by an amount (the “Fund V
Offset Amount”) equal to (a) 100% of any transaction, advisory, break-up, monitoring,
commitment, or similar fees received by Sentinel V GP, Sentinel LLC or the principals from
portfolio companies or proposed portfolio companies, to the extent apportionable to the activities
of Fund V (“Fund V Offset Fees”), up to an amount equal to all partnership expenses incurred in
connection with unconsummated transactions, and then (b) 100% of all Fund V Offset Fees that
are directors’ fees and 50% of all other Fund V Offset Fees. If the Fund V Offset Amount exceeds
the amount of the Management Fee otherwise payable in any period, then the amount of such
excess shall be carried forward and shall reduce future installments of the Management Fee;
provided that upon termination of Fund V, any Offset Amount that has not been applied to offset
the Management Fee shall be paid by Sentinel LLC directly to those partners that have not elected
on or prior to the date of their admission to Fund V to waive receipt of such amounts.

        Furthermore, as described in the relevant Limited Partnership Agreement(s), Offset Fees
(as defined below) received with respect to a portfolio company in which both Fund V and Junior
Capital Fund I or Junior Capital Fund II have invested or proposed to invest will, under limited
circumstances, be Junior Capital Fund I Offset Fees or Junior Capital Fund II Offset Fees, as
applicable.

       The Management Fee will be further reduced in the circumstances and by the amounts
described in the Limited Partnership Agreements.

       Fund VI

        Sentinel VI GP generally satisfies a significant portion of its capital contribution obligations
in respect of Fund VI by reducing a significant percentage of each installment of the Management
Fee. Any reduced portion of a Management Fee installment (“Fund VI Deemed Contribution”)
shall (a) reduce the amount of capital contributions that Sentinel VI GP otherwise would be
required to make in respect of Fund VI after the date that the reduced amount would otherwise
be due and (b) correspondingly increase later capital contributions of the Limited Partners, pro
rata, according to their respective capital commitments. Fund VI Deemed Contributions are not
subject to the Management Fee offsets described below.

        The Management Fee payable by Fund VI (after giving effect to any reduction by Fund VI
Deemed Contribution) shall be reduced by an amount (the “Fund VI Offset Amount”) equal to
(a) 100% of any closing fees, management fees, directors fees, consulting fees, origination fees,
monitoring fees, commitment fees, break-up fees and similar fees received by Sentinel VI GP,
Sentinel LLC, and each of their respective directors, officers, stockholders, members, managers,
partners, employees or affiliates (including the principals) from portfolio companies or proposed
portfolio companies, to the extent apportionable to the activities of Fund VI (“Fund VI Offset
Fees”), up to an amount equal to all partnership expenses incurred by Fund VI in connection with
unconsummated transactions, and then (b) 100% of all Fund VI Offset Fees that are directors’
fees and 50% of all other Fund VI Offset Fees. If the Fund VI Offset Amount exceeds the amount
of the Management Fee otherwise payable (after giving effect to any reduction by Fund VI
Deemed Contribution) in any period, then the amount of such excess shall be carried forward and
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TYPES OF CLIENTS

         Sentinel provides investment advice solely to its Fund clients, and references through this
Brochure to “clients” and Sentinel’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. Private Investment Funds 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 investors
participating in Private Investment Funds include, but are not limited to, 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 also include, directly or indirectly, principals or other
personnel of Sentinel LLC and its affiliates, as well as executives of current and former portfolio
companies. The Funds are closed to new investors.

       Sentinel generally is permitted to establish 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 related
Fund.

               METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       The Advisers focus on buyout transactions on behalf of the Private Equity Funds. The
Private Equity Funds were formed primarily to make control investments in middle market
businesses in the United States and Canada through acquisitions and recapitalizations. The
Advisers target transactions smaller than those pursued by many larger private equity firms and
corporate buyers. The Advisers focus on four industry sectors: business services, consumer,
healthcare, and industrials.

        With respect to the Junior Capital Funds, the Advisers focus primarily on the junior or
senior debt capital funding opportunities, including of the portfolio companies to be acquired by
the Private Equity Funds. Junior Capital Funds’ investments are expected to be non-controlling
and made generally in connection with a Private Equity Fund’s acquisitions. The Advisers are
also permitted to opportunistically invest a portion of a Junior Capital Fund’s commitments in
investments in prospective portfolio companies where the Private Equity Funds are not investing.
The Advisers seek to invest Junior Capital Funds assets in the same industry sectors as the ones
targeted by the Private Equity Funds.

      There can be no assurance that the Advisers will achieve the investment objectives of the
Funds and a loss of investment is possible.

Private Equity Investment and Operating Strategy

        Middle Market Buyouts. The Advisers generally target buyouts in the middle market for
the Private Equity Funds.

       For example, in the case of Fund VII, the relevant Advisers will generally target platform
buyouts in the middle market. The Advisers believe the middle market buyout market is generally

less efficient than the larger buyout markets, with buyouts in the middle market generally trading
at lower purchase multiples. From the Advisers’ perspective, smaller companies generally have
a need for, and tend to be responsive to, the managerial disciplines and governance practiced by
the Advisers.

        Value Orientation. The Advisers emphasize value investing. The Advisers believe that
value investing has enabled them to reduce risk through low entry pricing and to rely less on
multiple expansion to achieve target returns.

        Four-Sector Industry Focus. The Advisers generally concentrate on four industry sectors:
industrials, business services, consumer, and healthcare. The Advisers believe they have
considerable relevant investment experience, a proven record, and a network of important value-
added relationships in these sectors. The Advisers also believe they have specialized industry
knowledge enabling them to (i) achieve an early-mover advantage in sourcing transactions, (ii)
react quickly to opportunities, and (iii) act with greater conviction, Sentinel believes these four
sectors represent a generous opportunity set of potential investments. The Advisers will also
generally sell portfolio companies in industry sectors when the influx of additional strategic and
financial capital makes them more expensive, and target for investment industry sectors when
the outflow of strategic and financial capital presents greater value.

        Operational Value-Added Strategy of Enhancing Portfolio Performance. The Advisers
believe they are able to enhance portfolio company operating performance. The Advisers believe
that improving portfolio company performance is a fundamental, reliable method for creating value
and achieving attractive investment returns. The Advisers seek to add value in several ways,
including by (i) upgrading management teams by recruiting qualified executives, (ii) mentoring
and developing existing management, (iii) aligning the interests of management with
shareholders, (iv) working with management teams to streamline strategic direction, (v) requiring
the development and implementation of information systems and reporting protocols that enable
the Advisers to monitor a company’s operating performance in a timely fashion, (vi) advising on
the sourcing and execution of accretive add-on acquisitions, and (vii) utilizing the Advisers’
network of outside advisors and executives, many of whom serve on portfolio company boards
and offer strategic and operational skills.

        Proactive Deal Origination. The Advisers have dedicated a number of years to the middle
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