Veritas Capital Fund Management LLC

FEES AND COMPENSATION

        The Management Fees (as defined below) and performance-based compensation
applicable to each Fund and Client are set forth in detail in such Fund’s governing documents.
Generally, each Fund pays the Firm a fee for investment management services (a “Management
Fee”) and pays its General Partner a performance-based carried interest (the “Carried Interest”), as
more fully described below. Additionally, the Firm has established the SIFs and reserves the right
to form other co-invest account partnerships or vehicles that invest alongside the Funds, and co-
investors in such vehicles generally will be subject to Management Fees and/or Carried Interest
terms and calculations that, in the sole discretion of the Firm, are either the same as, or different
from, the terms applicable to what the Funds are subject to under the relevant governing documents
of such Funds.

       Each Equity Fund pays the Firm a Management Fee quarterly in advance. The Credit Funds

pay the Firm a Management Fee quarterly in arrears. Each Fund also pays its General Partner a
Carried Interest, if at all, generally when investments are realized by such Fund. The constituent
governing documents of each Fund contain “clawback” or giveback provisions with respect to
the Carried Interest. In the sole discretion of the Firm and each General Partner, the Management
Fee and/or the Carried Interest payable by a Fund may be waived or reduced with respect to certain
limited partners in such Fund, and have been waived with respect to the limited partners affiliated
with the Firm.

        The Firm and the General Partners are reimbursed by the Funds for certain partnership
expenses, as detailed below. As described under “Other Compensation” below, certain Funds and
the portfolio companies also pay the Firm or the General Partners, Other Fees (as defined below),
and such Other Fees do not reduce or offset the Management Fee.

Management Fee

Flagship Funds

        The Management Fee payable by the Flagship Funds with respect to each limited partner
not affiliated with the Firm ranges from 1.0% to 1.75% per annum of the capital commitments
during the investment period attributable to the limited partners of the respective Flagship Fund.
The amount of such Management Fee varies for particular Flagship Funds depending on the
amount of a limited partner’s capital commitment to the Flagship Fund and, in certain cases, to the
Credit Funds. The Management Fees payable by Veritas Fund IV, Veritas Fund V and Veritas
Fund VI have been reduced to zero as a result of required reductions to the Management Fees
arising out of payments made to the Firm by portfolio companies of such Flagship Funds, and in
certain cases any remaining amount of such payments from the portfolio companies will be
received by the Firm. Veritas Fund VII and Veritas Fund VIII have each passed their respective
Stepdown Dates (as defined below) and, as such, the Management Fees payable by such Funds
have been reduced relative to those charged prior to their respective Stepdown Dates in accordance
with their respective governing documents. With respect to Veritas Fund IX, commencing on the
date that is the earlier of the fifth anniversary of the final closing date, or the date on which the
Firm or an affiliate of the Firm accrues or receives a Management Fee from a new pooled
investment vehicle or a separately managed account established by Veritas IX GP or its affiliates
with an investment strategy substantially similar to that of Veritas Fund IX, the Management Fee
payable by Veritas Fund IX with respect to each limited partner of Veritas Fund IX not affiliated
with the Veritas IX GP generally decreases, depending on the amount of such limited partner’s
aggregate capital commitments to Veritas Fund IX and the Credit Funds.

Credit Funds

        The Management Fee payable by the Credit Funds with respect to each limited partner of
the respective Credit Fund not affiliated with the Firm ranges from 0.875% to 1.25% per annum
of the net invested capital attributable to such limited partner, depending on whether the limited
partner was admitted to such Credit Fund on or after the initial closing date of the relevant Credit
Fund. With respect to Credit Fund III, commencing on the date that is the earlier of the third
anniversary of the final closing date, the date on which the investment period of Credit Fund III is
terminated as a result of a key person event, or the date the investment period is suspended and not

subsequently reinstated by a vote of 75%-in-interest of the limited partners, the Management Fee
payable by Credit Fund III with respect to each limited partner of Credit Fund III not affiliated with
the Firm will generally decrease, depending on the amount of such limited partner’s aggregate
capital commitments and whether the limited partner was admitted to Credit Fund III on or after
the initial closing date of Credit Fund III.

Vantage Fund

        The Management Fee payable by the Vantage Fund with respect to each limited partner of
the Vantage Fund not affiliated with the Vantage GP is equal to 2% per annum of the capital
commitment of such limited partner during the Investment Period. Commencing on the date that
is the earlier of the fifth anniversary of the final closing date, the date on which the investment
period of the Vantage Fund is terminated as a result of a key person event, or the date the
investment period is suspended and not subsequently reinstated by a vote of 75%-in-interest of the
limited partners, the Management Fee payable by the Vantage Fund with respect to each limited
partner of the Vantage Fund not affiliated with the Vantage Fund will equal 2% per annum of the
net invested capital attributable to such limited partner, depending on the amount of such limited
partner’s aggregate capital commitments to the Vantage Fund.

General
...

TYPES OF CLIENTS

        The clients to whom the Firm provides investment advisory services are primarily private
investment funds, the securities of which are offered to investors on a private placement basis. The
Firm is also expected to provide investment advisory services to one or more institutional clients
under a management agreement. References through this Brochure to “clients” and to the Firm’s
related duties to and practices on behalf of its clients and/or investors should be construed
accordingly.