VN Capital Management LLC

Fees and Compensation
A. Fees
Fund I pays or allocates (as applicable) to VN Capital a 1% annual management fee,
payable monthly (.25%) in arrears, and a 20% performance allocation to VN Capital’s
affiliate (Joinville Capital Management LLC, the managing general partner of the Fund) on
any gain created during the year subject to a high watermark. Some of the initial investors
in the Fund pay a 0.25% annual management fee, and a 25% performance allocation on
any gain above that achieved by the S&P 500 Index during the year subject to a high
watermark.

Fund C pays to VN Capital a 1% annual management fee, payable monthly (.25%) in
arrears, and a 20% carried interest to VN Capital’s affiliate (Joinville Capital Management
LLC, the general partner of the Fund C) on any gain. The general partner is not entitled
to any carried interest until the expiration of the term of the Fund C.

Management fees and performance-based compensation payable to VN Capital (or its
affiliate) may be reduced or waived at the discretion of VN Capital (or its affiliate, as
applicable) with respect to certain investors in a Fund.

B. Fee Payment
VN Capital deducts its management fee from the Funds’ assets on a quarterly basis and its
affiliate, Joinville Capital Management, deducts any performance allocations/carried
interest from clients’ assets at year end and/or at any other time such compensation is
payable.

C. Other Expenses
Each Fund pays for its respective operating expenses. Such operating expenses include
ongoing offering expenses, legal, accounting, administrative and auditing fees, interest on
borrowings, brokerage commissions and fees, and securities transaction costs. Please see

Types of Clients
A. Types of Clients
VN Capital provides investment advice to the Funds, both pooled investment vehicles
privately offered to individuals, trusts, family offices, foundations, endowments and
corporate pension plans.

Each investor in the Funds must be an accredited investor in accordance with Rule 501(a)
of Regulation D of the Securities Act of 1933 or qualify under an exemption of that same
Act. New investors, and current investors making additional capital contributions, after
the effective date of VN Capital’s SEC registration, will also need to be qualified clients as
defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Fund I has a $200,000 minimum to invest that can be waived at VN Capital’s discretion.
Fund C had its final closing and is no longer accepting new investors except as otherwise
determined by VN Capital.