West Rim Capital Associates II LP

FEES AND COMPENSATION

       The following is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees, compensation,

or expenses that other Funds charge. The Partnership Agreements of the Funds describe fees,
compensation and expenses in greater detail.

         With respect to the Funds the Managers may receive an annual management fee and a
carried interest. The annual management fee (“Management Fee”) is a maximum of 2.5% of
aggregate investor capital commitments (“Commitments”) payable quarterly in advance (subject
to potential reductions due to waivers and offsets under certain circumstances) and commences
from the Funds’ initial closing (whether or not an investor was admitted at an initial or subsequent
closing). Beginning the earlier of (i) six years after the initial closing date, or (ii) following certain
events (as more fully described in the Funds’ partnership agreements (the “Partnership
Agreements”); such period hereinafter referred to as the “Commitment Period”)), the
Management Fee shall be reduced to no more than 2.5% (or, for certain Funds, 1.75% if a successor
fund has commenced operations) of all investor capital contributions for investments less
distributions of such capital and any complete write-offs of portfolio investments. The
Management Fee generally will be payable until all portfolio investments are distributed or until
the Adviser’s relationship with the Funds are terminated for other reasons (as described in the
Partnership Agreements). The Funds’ organizational documents permit the Management Fee to
be waived and for the Adviser to receive a credit against capital contributions otherwise owed. In
addition, the Adviser will receive a carried interest or performance fee from investors in the Funds
up to 25% of all realized profits (as more fully described in the Partnership Agreements). The
carried interest distributed to the Adviser is subject to a potential giveback no later than at the end
of life of the Funds if the Adviser has received excess cumulative distributions. The Management
Fee is paid by the Funds to the applicable Manager for day-to-day investment advisory services
for the Funds.

        The general calculation for management fees outlined above varies for Sorenson Ventures
II (“SV II”) and Sorenson Ventures III (“SV III”). Commencing on the initial closing date and
continuing until the sixth anniversary thereof, the Fund pays the General Partner or an affiliate an
annual management fee, payable quarterly in advance, equal to 2.5% of the aggregate capital
commitments of the limited partners. Commencing with the first management fee due date after
the expiration of such six year period or earlier upon the occurrence of certain events as set forth
in the Partnership Agreement, the management fee paid to the General Partner or an affiliate for
each succeeding annual period will be reduced by 0.25% each annual period (i.e., the annual
management fee percentage will be reduced from 2.5% to 2.25%, to 2.00%, and so on); provided
that the annual management fee percentage shall not be reduced below 1.5%.

        Managers and/or affiliates provide various management and financial analysis services to
companies in the Funds’ portfolio and receive compensation (“Supplemental Fees”) from these
companies in connection with such services. This compensation will, in many cases, offset a
portion of the Management Fees paid by the Funds and, in certain cases such as directors’ fees,
will be offset against Management Fees up to one hundred percent of the amount received and as
further described in the Funds’ Partnership Agreements. However, in other cases (e.g., provision
of certain corporate services to a portfolio company and payments to Performance Group
Members, as discussed below), this compensation would be in addition to Management Fees,
subject to limitations in the Partnership Agreements.

        As a matter of practice, the Adviser and/or its affiliates may be paid fees of the type referred
to in the preceding paragraph from, on behalf of or with respect to co-investors in an investment.
The receipt of such fees will not reduce the Management Fee payable by any Fund(s) that have
also invested in such investment, and as a result a Fund will, in most cases, only benefit with
respect to its allocable portion of any such fee and not the portion of any fee that relates to such
co-investors, which have the potential to be significant.

         The Adviser and/or its affiliates are permitted to exempt certain persons from payment of
all or a portion of Management Fees and/or carried interest, including personnel or owners of the
Adviser or its affiliates, persons with family or other relationships with the Adviser or its affiliates,
service providers for the Adviser or its affiliates, or other unaffiliated parties. Any such exemption
from fees and/or carried interest may be a direct exemption or rebated by the Adviser and/or its
affiliates. Additionally, to the extent permitted by the relevant Partnership Agreement, the Adviser
and/or its affiliates have the right to permit investors, affiliated with the Adviser or otherwise, to
invest through the Adviser or other vehicles that do not bear Management Fees or carried interest.

        It is expected that any future Funds will have a similar fee structure.

       The Funds invest on a long-term basis. Accordingly, investment advisory and other fees
are expected to be paid, except as otherwise described in the Partnership Agreements, during the
term of the Funds and investors generally are not permitted to withdraw or redeem interests in the
Funds.

        Principals or other current or former employees of the Adviser generally receive salaries
and other compensation derived from, and in certain cases including a portion of, the Management
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TYPES OF CLIENTS

       The Managers provide investment advice to private investment funds, including the
Current Funds. Future 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 “Investment Company Act”).
The investors participating in the Funds may include individuals, banks or thrift institutions, other
investment entities, 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
employees of the Managers and their affiliates.

        The Funds may include alternative investment vehicles established from time to time in
order 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 ranging from $5 million to $10
million for third-party investors, and the Fund interests are offered and sold solely to accredited
investors who are also qualified clients. Such minimum investment amount may be waived by the
applicable Manager.

        The Adviser has discretion with respect to each Fund investment to determine whether or
not there will be co-investors, whether some or all of the limited partners of the investing Fund
will be invited to participate as co-investors and the allocation of co-investment opportunities
among participants. Various factors influence which investors are invited to invest in co-
investment, including the ability of the investor to fund and complete the investment on a timely
basis, historically expressed interest in co-investments, alignment of management interests and for
strategic or other reasons.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       The Adviser has selected its affiliate West Rim Capital Advisors, L.P. (“West Rim
Advisors”) to provide day-to-day investment advisory services to the Funds (other than the venture
Funds), under the supervision of the Adviser. Sorenson Ventures Advisors, L.P. (“Sorenson
Ventures”) provides day-to-day investment advisory services to Sorenson Ventures, L.P. (“SV I”)

and SV II. West Rim II Advisors, L.P. (“West Rim II Advisors”) provides day-to-day investment
advisory services to SV III. The Managers share common owners and personnel. Accordingly,
the Managers’ investment methodology is described below.

       There can be no assurance that the Managers will achieve the investment objectives of the
Funds and a loss of investment may be possible,

Investment and Operating Strategy

       The Managers seek to provide attractive returns to investors by (i) using their extensive
networks to proactively source attractive businesses, (ii) performing in depth deal due diligence
by selecting, structuring and appropriately pricing investments, and (iii) actively managing the
Funds’ investments in conjunction with portfolio company management.

       The Funds (other than the venture Funds) historically pursued lower middle-market buyout
and growth equity investments, while the venture Funds pursue early-stage venture capital
investments. Fund IV, the most recent non venture Fund, is focused primarily on growth equity
investments in software.

        Fund IV’s objective is to generate long-term value for the Fund by (i) leveraging its deep
software sector experience and trusted relationships through extensive regional connections to
create differentiated investment access in excellent companies, and (ii) driving value creation
through a refined and repeated process focused primarily on creating, measuring, and scaling
efficient go-to-market capabilities. The Fund sources investments at the intersection of its vertical
depth and regional networks.

       Sorenson Ventures is an early-stage venture capital fund focused on Enterprise Software
and Security investments. The Fund generally targets businesses with less than $5 million in
revenues and seeks to invest $5 million to $10 million per company over life of the Fund’s
investment.

Type of Investments

        The Funds invest in operating or financial entities, including other investment entities that
invest in operating companies such as partnerships or limited liability companies. Equity-related
securities may include preferred stock, warrants, convertible debt or preferred stock, partnership
or similar interests in operating entities, options and other derivative type securities. While not its
principal focus, the Funds may from time to time invest in cash instruments or short-term debt
instruments, including mutual funds which invest in such instruments, pending investment,
reinvestment or distribution to its investors. The Funds will hold a substantial portion of its assets
in restricted securities, but generally will seek registration rights or other liquidity features in
connection with investments to enable it to exit the investment at an appropriate point under the
individual circumstances of each investment. The Funds may use leverage in connection with its
investments.

Risks of Investment

        The Funds and their investors bear the risk of loss that the Managers’ investment strategy
entails. The risks involved with the Managers’ investment strategy and an investment in the Funds
include, but are not limited to:

1) Business Risks. The Funds’ investment portfolio will consist primarily of securities issued by
   privately held companies, and operating results in a specified period will be difficult to predict.
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