Vision Ridge Partners LLC

Item 5 – Fees and Compensation

Vision Ridge and its affiliated General Partners receive fees and compensation in exchange for
advisory services provided to the Advisory Clients, including management fees and carried interest,
and are entitled to earn additional compensation in connection with management services performed
for the portfolio companies of the Advisory Clients. The Advisory Clients are also responsible for
bearing certain expenses as detailed below and in each Advisory Client ’s Governing Documents.
Differences in fees and expenses exist from Advisory Client to Advisory Client, and certain Advisory
Clients do not charge certain fees, compensation or expenses that other Advisory Clients charge or
charge them in different amounts. The following is a general description of fees, compensation and
expenses of the Advisory Clients. Investors should refer to the Governing Documents of the
applicable Advisory Client for a complete understanding of how Vision Ridge is compensated for its
advisory services; the information contained herein is a summary only and is qualified in its entirety
by such documents.

Management Fees

Vision Ridge generally charges each Fund a management fee (the “Management Fee”) during the
Funds’ partnership terms and any extension thereof. The Management Fee charged varies depending
on the Advisory Client. Generally, Management Fees for Funds during the investment period are
charged between 1% to 1.5% per annum based on non-affiliated investors’ committed capital.
Thereafter, generally, Management Fees are charged between 0.75% to 1% per annum based on non-
affiliated investors’ invested capital with respect to investments that have not been permanently
written down or written off. Management Fees for the Managed Accounts are generally charged 2%
of invested capital during the investment period and 0.75% of invested capital after the investment
period ends. Certain Funds’ borrowings are taken into account for purposes of calculating the
Management Fee, as provided in each Advisory Client’s Governing Documents.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of an Advisory Client,
including following the stepdown date, and will not be reduced in connection with any write-downs
or write-offs (whether temporary or permanent), except in the case of investments that have been
permanently written down. Permanent write-down determinations are made, depending on the
Governing Documents, either by reference to a specified provision of the Internal Revenue Code or
in the discretion of the valuation committee, in each case in accordance with the relevant Governing
Documents and the Firm’s valuation policy. Except where the Governing Documents expressly
provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of
partial distributions (e.g., those resulting from a dividend recapitalization), partial sales, reorganizations,
restructurings, roll-over investments or similar transactions, in each case in circumstances that do not
result in the complete disposition of the relevant Advisory Client’s interest therein, and even in cases
where the value of such Advisory Client’s investment or ownership percentage in a portfolio company
has been reduced as a result of such transaction. In addition, Management Fees generally will not be

reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or
partial write-downs that occur partway through the relevant calculation period. In certain
circumstances, the post step-down Management Fee base will include capitalized transaction-specific
expenses of unrealized investments, which results in a higher Management Fee than if such transaction
expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees can be collected either through a capital call, through
a draw-down on the Advisory Client’s line of credit or offset against a distribution to investors. All
Management Fees were negotiated with investors during the fundraising period of the applicable
Advisory Client and are not subject to negotiation thereafter. Generally, investors participating in a
subsequent closing after the initial closing of a Fund are responsible for paying the Management Fee
as of the date of the initial closing of such Fund, plus interest, as applicable. In addition, Management
Fees are payable during term extensions unless otherwise notified to investors.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees can differ from one Advisory Client to another as well as among
investors in the same Advisory Client. Such differences can arise from the size of an investor’s
commitment to an Advisory Client, provisions of side letter agreements or other negotiated terms.
Management Fees are generally waived for Vision Ridge employees, affiliates and their respective
families investing in a Fund through an Employee Investment Vehicle (although investors in these
vehicles pay their pro rata share of certain Fund expenses). Similarly, investors in a Co-Investment
Fund generally pay a reduced Management Fee or none at all on the co-investment portion of their
investment (although such co-investors generally pay Management Fees on the main Fund portion of
their investment, if applicable, and pay their pro rata share of certain expenses as described more fully
below).

As per the provisions of the Governing Documents, Vision Ridge is permitted to waive, defer, or
reduce all or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any
obligation of a General Partner and certain employees to invest in and alongside such Fund. Certain
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Item 7 – Types of Clients

Vision Ridge provides investment advisory services to the Advisory Clients, as described in Item 4.
The Funds are not registered under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), and the securities of the Advisory Clients are not registered under the
Securities Act of 1933, as amended (the “Securities Act”).

Each investor in a Vision Ridge Fund and the Managed Account clients must meet certain suitability
and eligibility provisions. Specifically, each investor is required to meet the eligibility status of an
“accredited investor” (as defined in Regulation D under the Securities Act), a “qualified client” under
Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a
“qualified purchaser” as defined in section 2(a)(51)(A) of the Investment Company Act.

The Funds typically require capital commitments from each investor of at least $10 million for
institutional or corporate investors, although Vision Ridge has accepted lesser amounts in its sole
discretion. Managed Account capital requirements are negotiated with each Managed Account client.

The investors in the Advisory Clients include, among others, high net worth individuals, pension and
profit sharing plans, sovereign wealth funds, trusts, endowments, estates, charitable organizations,
corporations, limited partnerships, and limited liability companies and include service providers and,
directly or indirectly, principals and employees of Vision Ridge and members of their families.

On occasion, Vision Ridge offers co-investment opportunities for certain investors to invest alongside
a Fund in certain Fund portfolio companies. As referenced in Item 4 above, co-investments have
been structured either as (i) a separate Co-Investment Fund or (ii) a direct investment by certain
investors into a portfolio company or its holding or operating company. When structured as a Co-
Investment Fund, Vision Ridge considers the investment to be a Fund client, identifies the Fund in
its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Fund, reserves the option
to assess a Management Fee and Carried Interest on such Fund and includes the amount of assets of
such Co-Investment Fund in the Firm’s regulatory assets under management. Direct co-investments
are not managed by Vision Ridge, are not subject to custody by Vision Ridge and are not deemed to
be Advisory Clients of Vision Ridge. Nevertheless, Vision Ridge will perform management, advisory
and other services for the portfolio companies in which these co-investors invest alongside the Funds,
generally at no additional cost to such vehicles except portfolio company fees and expenses (which
such expenses are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when Vision Ridge has the
opportunity for an investment in an existing or prospective portfolio company and Vision Ridge
determines that (i) an investment requires additional capital, (ii) all or a portion of the applicable
opportunity is not required to be offered to a Fund, (iii) the full investment opportunity is not
appropriate for a Fund, whether due to concentration restrictions contained in the Governing
Documents or otherwise, and/or (iv) Vision Ridge believes the investment will benefit from the
participation of the co-investor(s). Such determinations are based on the provisions of the applicable

Governing Documents, side letter agreements, agreements with lenders and such other factors as
Vision Ridge will consider in its sole discretion, including those specified in its policies on investment
allocation and co-investments. Subject to any restrictions contained in the Governing Documents or
any side letter or other negotiated terms, in general no investor has a right to participate in any co-
investment opportunity. Vision Ridge’s exercise of discretion in allocating co-investment
opportunities will not always result in proportional allocations among co-investors and such
allocations can be more or less advantageous to some co-investors relative to other co-investors.
When co-investment opportunities are permitted, it is possible that the size of the investment
opportunity otherwise available to a Fund will be less than it would otherwise have been without the
inclusion of such co-investors.

Vision Ridge will select the investors that are permitted to co-invest in a particular portfolio company
in its sole discretion based on various factors, including those detailed in its Governing Documents
and as outlined in its internal policies and procedures. While one or more investors in the Funds are
on occasion invited to co-invest in a Fund’s portfolio companies, Vision Ridge is authorized in its sole
discretion to offer any or all of a co-investment opportunity to investors that are not investors in the
Funds. Co-investment opportunities are made available to select Fund investors and third parties,
including, without limitation, management or founders of the applicable portfolio company, co-
sponsors, strategic investors, lenders, investment bankers, deal sources (including finders and
consultants), other sponsors (including other private equity or venture capital firms), service providers,
sector experts, strategic advisors, other persons or entities affiliated, associated or otherwise known
to Vision Ridge or its personnel. Certain service providers, including lenders and individuals who
source transactions, have in the past and are expected in the future to negotiate co-investment rights
or co-investment priority rights as a component of their compensation in connection with the services
provided. In certain cases, determinations to allocate such amounts or investment opportunities to
vendors or service providers will be made prior to the determination of the availability of opportunity
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