Windjammer Management Partners LP

FEES AND COMPENSATION

        In general, the Advisers receive a management fee and/or performance-based carried
interest in connection with the provision of advisory services. Windjammer Management or other
Windjammer Capital Investors entities or affiliates receive additional compensation in connection
with management and other services performed for portfolio companies of the Funds and such
additional compensation, other than most director fees, generally will offset in whole or in part the
Management Fees (as defined below) otherwise payable to the relevant Adviser to the extent
provided by the Governing Documents. Investors in the Funds also bear certain fund expenses.

Management Fees

        Fund VI pays Windjammer Management or its designee, quarterly in advance, a
management Fee (the “Management Fee”) equal to 2.0% per annum of aggregate investor capital
commitments (“Commitments”). Investors participating in a closing after Fund VI’s initial
closing will pay the Management Fee retroactive to the effective date, and may pay interest as set
forth in the Partnership Agreement. Upon a date specified in the Governing Documents (the
“Stepdown Date”), the Management Fee will be calculated semi-annually and payable quarterly
in advance and will equal 2.0% of (a) the aggregate investment contributions, as reduced by (b)
investments that have been disposed of or completely written off, in each case with respect to
partners not designated as “affiliated partners” by WCI VI, (c) plus the aggregate amount of
outstanding borrowings made in anticipation or in lieu of the partners making investment

contributions. Following the eleventh anniversary of the final closing date and ending upon the
financial distribution of Fund VI’s assets, the Management Fee will be an amount negotiated in
good faith by WCI VI and the Advisory Board (as defined below) during the calendar quarter
immediately preceding the commencement of such period or, if WCI VI and the Advisory Board
are unable to reach an agreement, an amount calculated in accordance with the immediately
preceding sentence. Executive Fund VI is subject to similar Management Fee terms, except at a
rate of 1.0% per annum.

         Fund V paid Windjammer Management, quarterly in advance, a Management Fee equal to
2.0% per annum of aggregate Commitments. Investors participating in a closing after Fund V’s
initial closing paid the Management Fee retroactive to the effective date, and may pay interest as
set forth in the Partnership Agreement. Upon the Stepdown Date, the Management Fee is
calculated semi-annually and payable quarterly in advance and equals 2.0% of (a) the aggregate
investment contributions, as reduced by (b) investments that have been disposed of or completely
written off, in each case with respect to partners not designated as “affiliated partners” by WCI V.
Following the eleventh anniversary of the final closing date and ending upon the financial
distribution of Fund V’s assets, the Management Fee will be an amount negotiated in good faith
by WCI V and the Advisory Board during the calendar quarter immediately preceding the
commencement of such period or, if WCI V and the Advisory Board are unable to reach an
agreement, an amount calculated in accordance with the immediately preceding sentence.

        Fund IV pays Windjammer Management, quarterly in advance, a Management Fee.
Investors participating in a closing after Fund IV’s effective date paid the Management Fee
retroactive to the effective date. Upon the Stepdown Date, the Management Fee was reduced to
1.5% per annum, calculated semi-annually of (a) the aggregate funded Commitments with respect
to investments held by Fund IV on the calculation date, as reduced by (b) investments that have
been written off as worthless. Further, upon the date on which (i) receipt or accrual of management
fees with respect to Fund V began, and (ii) committed capital of Fund V equaled at least 75% of
the aggregate Fund IV investor Commitments, the Management Fee was reduced to 1.0% per
annum, calculated semi-annually, of (a) the aggregate funded Commitments with respect to
investments held by Fund IV on the calculation date, as reduced by (b) investments that have been
written off as worthless. The Management Fee will be payable until the final distribution of Fund
IV’s assets. Installments of the Management Fee payable for any period other than a full three-
month period are adjusted on a pro rata basis according to the actual number of days in such
period.

        Fund II paid Windjammer Management, quarterly in advance, a Management Fee
originally equal to 1.625% per annum of aggregate Commitments, but upon the Stepdown Date,
the Management Fee was reduced to 1.0% per annum, calculated semi-annually, of (a) the cost
basis of investments held by Fund II on the calculation date, as reduced by (b) investments that
have been written off as worthless. Prior to December 31, 2014, the Management Fee amount was
not less than $200,000 in any year. Installments of the Management Fee payable for any period
other than a full three-month period are adjusted on a pro rata basis according to the actual number
of days in such period. Subsequent to December 31, 2014, Fund II did not pay a Management Fee
to Windjammer Management.

       VRC Investors does not pay a management fee.

       As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors.

        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 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
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TYPES OF CLIENTS

        Windjammer Capital Investors provides investment advice solely to its Fund clients and
references throughout this Brochure to “clients” and to the Advisers’ related duties to and practices
on behalf of its clients and/or investors should be construed accordingly. The Funds generally
include investment partnerships or other investment entities formed under U.S. or non-U.S. laws
and operated as exempt investment pools under the Investment Company Act of 1940, as amended.
The investors participating in the Funds generally 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 often include, directly or indirectly, principals or other personnel of Windjammer
Management and its affiliates and members of their families, Strategic Consultants and/or other
Service Providers retained by Windjammer Management or a Fund, as well as executives of
portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain 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 Governing Documents of the related Fund.

        The Funds generally have a minimum investment amount of $10 million for third-party
investors, and Fund interests are offered and sold generally to third-party clients that are (i)
qualified investors and (ii) unless waived in the discretion of the General Partner, qualified
purchasers (or qualified knowledgeable Windjammer Capital Investors personnel). The relevant
General Partner is generally permitted to waive such minimum investment amount.

     METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        The description of Windjammer Capital Investors’ investment activities contained herein
is general in nature and is subject in its entirety to the description of Windjammer Capital
Investors’ (or its affiliate’s) investment activities with respect to the relevant Fund as set forth in
such Fund’s Governing Documents, which may in certain cases differ from or be more detailed
than the description herein.

       Windjammer Capital Investors is a private investment firm that invests in middle-market
companies and supports management in their initiatives to grow earnings and build shareholder
value. Windjammer Capital Investors has the capability to invest in various layers of such

companies’ capital structure, including control and non-control private equity and subordinated
debt financings.

        Windjammer Capital Investors typically seeks control investments, though in some cases
it may make non-control investments in companies meeting its investment criteria, and may
provide subordinated debt to companies in certain scenarios. Windjammer Capital Investors
remains committed to the middle market (sub $500 million enterprise values) and typically invests
in companies operating in a diverse set of niche industries and generating earnings before interest,
taxes, depreciation and amortization of approximately $10 million to $50 million.

        Once a company is part of Windjammer Capital Investors’ investment portfolio, the firm
deploys significant internal resources, including the firm’s senior investment and operating
professionals, as well as established consulting relationships (including Strategic Consultants), to
assist management in seeking to optimize the company’s revenue potential, profitability and
strategic value.

        Windjammer Capital Investors thoroughly evaluates and analyzes potential exit
opportunities before making an investment and updates its analysis throughout the investment
holding period. When Windjammer Capital Investors deems it to be in the best interests of the
relevant Fund, it causes such Fund to exit a given investment, generally through a sale to a strategic
or financial buyer, though in certain cases it may cause a Fund to exit a given investment through
an initial public offering.

       There can be no assurance that the relevant Fund will achieve the investment objectives of
such Fund and a loss of investment is possible.

Investment and Operating Strategy

        Disciplined, Quality-Focused Investment Strategy. Windjammer Capital Investors is
committed to investing in leading, niche middle-market businesses with differentiated and
difficult-to-replicate operating attributes. Each Fund generally pursues investments in middle-
market companies that meet a majority of the following investment criteria: (i) significant
participant in a niche market that has strong barriers to entry; (ii) operations in a mature and
growing industry that typically is growing faster than U.S. gross domestic product; (iii) providing
customers with a mission critical, proprietary product or service that offers high value-to-cost
benefits; (iv) strong management team with demonstrated track record of success; (v) stable cash
flows; (vi) strong and resilient market positions with potential value creation pockets; and (vii)
historically generated Windjammer Capital Investors’ benchmark return on net assets.
Windjammer Capital Investors applies quality standards in deal generation and due diligence,
across varying capital market cycles, deploying capital only when it is convinced that an
opportunity meets its well-defined investment criteria.

        Engaged, Transformative Investment Platform. Post-closing, Windjammer Capital
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