Vance Street Management LLC

ITEM 5         FEES AND COMPENSATION

        In general, Vance Street receives a management fee and a carried interest in connection
with the provision of advisory services to its clients. Vance Street or affiliates receive additional
compensation in connection with management and other services performed for portfolio
companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees (as defined below) otherwise payable to Vance Street to the extent provided by
the Governing Documents. In addition, in certain circumstances Vance Street receives
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses. Further
specific details of management fees, performance-based fees or allocations, fund expenses and fee
waivers are described below, but more fully set forth in a Fund’s respective Governing Documents.

Management Fees

        Each Fund generally pays Vance Street, quarterly in advance a management fee (the
“Management Fee”) in an amount up to 2.0% on an annual basis of aggregate investor capital
commitments (“Commitments”) held by investors not designated as “affiliated partners” by the
relevant General Partner. 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 Vance Street or an affiliate. Upon a date specified in the Governing Documents (the
“Stepdown Date”), the Management Fee will be reduced and will equal 2.0% of (a) the aggregate
amount of investment contributions, plus (b) the aggregate amount of any outstanding borrowing
made in anticipation or in lieu of the investors making investment contributions, less (b) the
aggregate amount of investment contributions with respect to the portion of each investment that
has been disposed of, permanently written down or completely written-off for U.S. federal income
tax purposes, as applicable (pursuant to the Governing Documents), in each case with respect to
investors not designated as “affiliated partners.” The Management Fee will be payable until
proceeds from all portfolio investments are distributed or until Vance Street’s relationship with
the relevant Fund is terminated for other reasons (as described in the Governing Documents).
Installments of the Management Fee payable for any period other than a full quarterly 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.

        In addition, with respect to the Continuation Funds, Vance Street is entitled to receive an
annual Management Fee of up to 1.5% per annum of the aggregate amount of investor capital
contributions less the aggregate amount of Impaired Value Investments (as defined below) or a
fixed fee, the amount of which may vary based on performance milestones of the underlying
portfolio company. Vance Street is permitted to receive its Management Fee directly from the
Continuation Fund or indirectly via a holding company or aggregator entity below the
Continuation Fund, or in certain cases, in full or in part from the underlying portfolio company to
which such Continuation Fund relates, as further specified in the relevant Continuation Fund’s
Governing Documents.

        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, pursuant to the applicable Governing Documents, 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 and the amount of any
capitalized Supplemental Fees (as defined below) or expenses, including costs of Special
Consultants) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its
portfolio companies that have not been realized, permanently written down or completely written
off for U.S. federal income tax purposes (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 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 writedown, 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), 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. For the avoidance
of doubt, generally, following the Stepdown Date, if the fair market value of an Impaired Value
...

ITEM 7          TYPES OF CLIENTS

        Vance Street provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Vance Street’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,
and the rules and regulations promulgated thereunder (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 Vance Street and

its affiliates and members of their families, operating partners or other Service Providers retained
by Vance Street or a Fund, as well as 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 has a minimum investment amount of $1,000,000 for third-party
investors, and Fund interests are offered and sold solely to (i) “accredited investors,” as that term
is defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, (ii) “qualified clients,” as that term is defined
under the Advisers Act, and (iii) unless waived in the discretion of the relevant General Partner,
“qualified purchasers,” as that term is defined under the Investment Company Act. Vance Street
is generally permitted to waive such minimum investment amount in its sole discretion.