Vestar Capital Partners LLC

FEES AND COMPENSATION

        As summarized below, in general, Vestar receives a management fee and a carried interest
in connection with advisory services that it provides to the Funds. Investors in the Funds also bear
certain fund-related expenses. The following is a general description of fees, compensation, and
expenses of the Funds. Different Funds may charge different levels of fees and certain Funds may
not charge certain fees, compensation, or expenses that other Funds charge. The Governing
Documents relating to each of the Funds describe fees, compensation and expenses in greater
detail. Each Fund’s fee schedule has been omitted in this Brochure, because Vestar currently only
charges fees to clients that are “qualified purchasers” as defined under the Investment Company
Act of 1940, as amended. Vestar periodically receives additional compensation in connection with
management and other services performed for portfolio companies owned by Private Investment
Funds and such additional compensation will, as more fully described below, offset in whole or in
part the management fees otherwise payable by the limited partners of the applicable Funds to the
Management Company.

Management Fees

        The Vestar VI Funds and Vestar VII Funds generally will pay the Management Company
an annual Management Fee, payable partially in advance and partially in arrears, equal to a
specified percentage of (i) the aggregate investment contributions less (ii) the aggregate amount
of investment contributions with respect to the portion of each investment that has been disposed
of or permanently written-down.

        For the Vestar Rainforest Fund, from the applicable effective date until the end of the
applicable commitment period or upon the occurrence of certain other events as set forth in the
applicable Limited Partnership Agreement, the Vestar Rainforest Fund generally will pay the
Management Company an annual Management Fee, payable partially in advance and partially in
arrears, equal to a specified percentage of such Fund’s aggregate commitments. Upon the earlier
of the expiration of the commitment period or upon the occurrence of certain other events as set
forth in the applicable Limited Partnership Agreement, the Management Fee for the Vestar
Rainforest Fund generally will equal a specified percentage of (i) the aggregate amount of existing
investment contributions less (ii) the aggregate amount of investment contributions with respect
to the portion of the investment that has been disposed of or permanently written down.

       Installments of the Management Fee payable for any period other than a full six-month
period (including the first Management Fee payment) will be adjusted on a pro rata basis
according to the actual number of days of such period.

        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 and the
amount of any capitalized transaction fees or expenses, including expenses of Special Consultants
(as defined herein)) made by the relevant Fund relating to the Fund’s aggregate investment(s) in
its portfolio companies that have not been realized or permanently written down (even if the fair
value has been written down materially but not permanently) (such permanently written down
investments, “Impaired Value Investments”).

        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 such 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, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the date of the relevant event.

        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 (whether
temporary or permanent), except in the case of Impaired Value Investments. Except where the
Governing Documents expressly provide to the contrary, Management Fees will not be reduced
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TYPES OF CLIENTS

         Vestar provides investment advice to the Funds. Private Investment Funds may include
investment partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in Private Investment Funds may 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 may include, directly or indirectly, principals or other
personnel of Vestar and its affiliates and members of their families.

         The Funds may include alternative investment vehicles established to permit one or more
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.

        The Funds generally have a minimum investment amount of $10 million for third-party
investors. The Vestar Co-Invest Funds, Vestar Executive Funds, and Vestar Co-Invest Vehicles
generally accept lower investment amounts. 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 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 of 1940, as amended. To the extent
legally permitted, Vestar retains the discretion to waive such minimum investment amounts and
qualification requirements.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Vestar is a private equity investment firm that focuses on organizing and investing in
management buyouts, recapitalizations, and growth equity investments. Vestar seeks the
development of a diversified portfolio of private equity investments in middle-market companies
with enterprise values generally ranging from $100 million to $1.0 billion. Vestar may also
participate in investment opportunities in companies with enterprise values greater than $1.0
billion through co-investments with either other unaffiliated private equity funds or certain of a
Funds’ existing investors so long as such investments are consistent with Vestar’s overall
investment strategy. In addition, the Funds’ portfolios may hold publicly traded securities that
resulted from private equity investments.

       The following is a summary of the investment strategies and methods of analysis generally
employed by Vestar on behalf of the Funds and a summary of certain risks involved with Vestar’s
investment strategy and an investment in the Funds. More detailed descriptions of the Funds’
investment strategies and methods of analysis and risks are included in the applicable
Memorandum and other Governing Documents for each Fund. The investment strategies and
methods of analysis and risks described in this section also generally apply to the Vestar Co-Invest
Vehicles.

Investment and Operating Strategy

       Vestar’s principals are investment-focused rather than transaction-driven. Vestar pursues
investments where the Vestar principals identify potential value levers through the application of
Vestar’s industry expertise and operating and strategic capabilities.

        Industry Focus Creates Differentiated Insights. Vestar’s investment team is organized into
the following industry groups: consumer, healthcare, and business services and industrial products.
Vestar believes this industry focus results in deeper, more informed knowledge of the opportunities
in each of these sectors. Vestar’s sector focused structure has led to improved coordination and
interaction with leading industry experts and key deal sources, positioning Vestar as an early call
for new investment opportunities. When meeting with management teams, Vestar’s industry
specialization allows it to engage in meaningful dialogue with these management teams, thereby
potentially giving Vestar a competitive advantage in securing meaningful investment opportunities
for the Funds.

        Investment Process and Due Diligence. The emphasis during the evaluation process for
any investment is always on the maximization of value, the reduction of risk, and the preservation
of capital. This involves not only a detailed study of each company’s financial, operational, and
competitive performance and prospects, but also in-depth business, accounting, tax, legal, and
industry-specific due diligence. Vestar retains accountants, attorneys, consultants, and industry
experts or executives to assist in analyzing investment prospects. Vestar’s due diligence process

takes place over an extended period, often more than six months. Decision making is an iterative
process during this period, involving the entire investment team. Vestar has an investment
committee which is comprised of Vestar’s managing directors (the “Investment Committee”)
which meets on regular basis. Significant issues or concerns that are raised by any of the Vestar
principals during Investment Committee meetings typically are addressed to the satisfaction of the
Investment Committee either through additional due diligence or by changing the investment terms
and structure (or otherwise), or the transaction does not proceed. Decisions to invest capital are
made by Vestar’s Investment Committee.

        The Vestar principals bring a creative and flexible approach to the structuring of investment
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