VRM Penzini Capital LLC

Item 5 Fees and Compensation

VRM Penzini Capital is compensated for providing investment advisory services to a number of private
pooled investment vehicles, each formed as a separate series of VRM Penzini Fund I, L.L.C. or related
entities (each, a “Series” and collectively, the “Series” or “Funds”). The fee schedule, performance
allocations, expense obligations, and distribution mechanics differ across Series and are set forth in detail
in the applicable Series Agreement, Private Placement Memorandum (“PPM”), Summary of Terms,
subscription documents, and any applicable side letters. Accordingly, the descriptions below provide a
general overview of the types of fees and expenses that may apply; however, the governing documents of
each Series exclusively control all economic terms.

Management Fees

Each Series pays the Adviser (or an affiliated general partner or managing member) a management fee in
consideration for the investment advisory and management services provided. Because each Series has a
distinct investment strategy and economic structure, management fees vary on a Series-by-Series basis and
may include, without limitation:

    •   A percentage of aggregate capital commitments during the commitment period (commonly
        ranging between 1% – 2%);
    •   A percentage of invested capital after the commitment period;
    •   A fixed annual management fee (e.g., a stated annual dollar amount); or
    •   Reduced or modified fee schedules negotiated with certain investors through side letters.

Management fees are typically paid quarterly or monthly, either in advance or in arrears, as described in
each Series’ governing documents. Furthermore, the Adviser and its affiliates may, in their discretion and
without obligation to do so, waive, reduce, or otherwise modify the management fee for any investor or
for any Series, including pursuant to side letters or negotiated arrangements.

Performance Compensation

Certain Series provide for a performance-based allocation or carried interest payable to the Adviser or an
affiliated general partner (“Performance Allocation”). Performance compensation terms vary across Series
and may include:

    •   A percentage of net realized profits and/or a percentage of distributions (commonly 20%);
    •   A preferred return or hurdle rate (e.g., 6–8%) that must be achieved before the Performance
        Allocation is payable;
    •   Catch-up or other allocation mechanics as set forth in the applicable governing documents; and
    •   Series that have no performance-based compensation at all.

The specific terms, including preferred return rates, catch-up mechanics, calculation methodology, and
timing, are described in each Series’ governing documents. Performance compensation creates potential
conflicts of interest, which are discussed in Item 6 of this Brochure.

Conflicts of Interest Relating to Fees and Compensation

The Adviser and its affiliates may face conflicts of interest in connection with the fee and compensation
arrangements described in this Item 5. These conflicts include, without limitation: (i) the Adviser’s
incentive to structure or time investments, dispositions, capital calls, or expense allocations in a manner
that increases the amount or timing of management fees or performance compensation; (ii) differences in
fee terms among Series or among investors within the same Series pursuant to side letters or negotiated
arrangements; (iii) the allocation of organizational, operating, or transaction expenses among Series; and
(iv) the Adviser’s potential receipt of compensation or reimbursement through affiliates that provide
services to a Series. A more complete discussion of these and other conflicts is provided in Item 10 of this
Brochure.

Indemnification Obligations

Pursuant to each Series’ governing documents, the Series generally agree to indemnify the Adviser, the
applicable general partner or managing member, and their respective affiliates, officers, managers,
employees, and agents against claims, liabilities, losses, damages, and expenses (including legal fees)
arising in connection with the operations of the Series, except to the extent such claims result from conduct
that is not indemnifiable under applicable law or the governing documents. These indemnification
obligations may reduce the assets of a Series available for investment and may indirectly benefit the
Adviser, which creates potential conflicts of interest. Investors should review the applicable governing
documents for a complete description of these indemnification provisions.

Fees Paid to Affiliates and Other Compensation

Affiliated entities of the Adviser, including the applicable Series-level general partner or managing
member, may receive performance allocations, management fees, organizational expense reimbursements,
or other compensation in connection with the management and operation of a Series. In addition, to the
extent permitted by a Series’ governing documents, affiliates of the Adviser may provide administrative,
advisory, or other services to a Series or to its portfolio investments and may receive market-based or
negotiated compensation for such services. These arrangements create conflicts of interest because the
Adviser and its affiliates have a financial incentive to cause a Series or a portfolio company to engage such
affiliates. All such arrangements are described in the applicable Series Agreement, PPM, or side letter.

Portfolio Company Fees

To the extent permitted by the governing documents of a Series, the Adviser or its affiliates may receive
fees or other compensation from portfolio companies, which may include monitoring fees, advisory fees,
director fees, transaction or origination fees, or break-up fees. Any such fees may or may not be offset
against management fees, depending on the Series. These arrangements create conflicts of interest because
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Item 7 Types of Clients

VRM Penzini Capital provides discretionary investment management services exclusively to private
pooled investment vehicles, each formed as a separate series of VRM Penzini Fund I, L.L.C. or related
entities (“Series”). The Series, and not the individual investors in the Series, are the Adviser’s clients for
purposes of the Advisers Act. The Adviser does not provide investment advisory services to individuals,
separately managed accounts, or other institutional accounts outside the Series structure.

Interests in the Series are offered solely to eligible investors, which generally include accredited investors
within the meaning of Regulation D under the Securities Act of 1933 and, where applicable, qualified clients
as defined in Rule 205-3 under the Advisers Act. Certain Series may also impose additional eligibility,
suitability, or qualification requirements based on strategy, jurisdiction, or governing-document
requirements.

Minimum investment commitments vary by Series, as described in the applicable offering documents, but
typically involve high minimum commitment levels consistent with private equity and private fund
offerings. The Adviser or the applicable Series-level general partner may, in their discretion, accept
commitments below the stated minimums, including from employees, principals, affiliates, or strategic
investors. Furthermore, in connection with onboarding investors into a Series, the Adviser or its affiliates
collect identifying information and may verify the identity of prospective investors to comply with
applicable anti-money laundering (“AML”), sanctions, and counter-terrorism financing laws, and to satisfy
any know-your-customer (“KYC”) or similar regulatory obligations imposed under U.S. or non-U.S. law.