Bansk Group LLC

FEES AND COMPENSATION

         In general, Bansk Group receives a Management Fee (as defined herein) and a carried
interest in connection with the provision of advisory services to its clients (typically other than the
Co-Invest Funds (although exceptions may exist), and all provisions herein shall be deemed to
reflect such exceptions). Bansk Group or other Bansk Group entities or affiliates receive additional
compensation in connection with management and other services performed for portfolio
companies of Funds and such additional compensation will offset in whole or in part the
Management Fees otherwise payable to Bansk Group to the extent provided by the Governing
Documents. Investors in a Fund also bear certain expenses.

Management Fees

        The Funds will pay Bansk Group a quarterly management fee (the “Management Fee”)
calculated as a percentage (for example, 2% on an annual basis) of aggregate Fund investor capital
commitments (“Commitments”), as more fully described in the Governing Documents. Investors
participating in a closing after the initial closing of a Fund are generally expected to bear the
Management Fee from the effective date of such Fund, generally in addition to an interest
component payable to Bansk Group or an affiliate. Upon a date specified in the Governing
Documents (such date, the “Stepdown Date”), the Management Fee will be reduced and will equal
2.0% of the amount as described in the immediately following paragraph. The Management Fee
will be payable until proceeds from all portfolio investments are distributed or until Bansk Group’s
relationship with the Fund is terminated for other reasons (as described in the Governing
Documents). Installments of the Management Fee payable for any period other than a full
quarterly period are adjusted on a pro rata basis according to the actual number of days in such
period. As a general matter, Management Fees will be payable during term extensions unless
otherwise agreed with investors in the relevant Fund.

        As is generally the case in private equity funds, 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 Fees generally will be charged and calculated
based on a formula tied to the amount of investment contributions and bridge financing
contributions (including, where applicable, a Fund borrowing component (including interest
expenses) and the amount of any Capitalized Fees (as described below)) (collectively referred to
as the “invested capital”) made by the relevant Fund relating to such Fund’s aggregate
investment(s) in its portfolio companies that have not been realized, completely written off for
U.S. federal income tax purposes or (with respect to the relevant portion of such investment)
permanently written-down in accordance with U.S. generally accepted accounting principles,
consistently applied (“GAAP”) (such investments, “Impaired Value Investments”). The
Governing Documents of a Fund generally provides that investment(s) in a portfolio company
shall be treated as having been realized or constituting an Impaired Value Investment for the above
purpose only to the extent that, as of the date of determination, the aggregate value of all remaining
investment(s) in such portfolio company is less than the aggregate invested capital with respect to
all existing and former investment(s) in such portfolio company. Due to differences in the criteria
set forth in their respective Governing Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more
other Funds.

        Under the Governing Documents, where the fair market value of a Fund’s aggregate
investment(s) in a portfolio company exceeds the total amount of invested capital relating to such
investment, post-Stepdown Date Management Fees will not be calculated based upon such
appreciated value, and will instead continue to be calculated based on the amount of applicable
invested capital. Conversely, the Governing Documents do not require Management Fees to be
reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization, such as a partial sale
or disposition, reorganization, recapitalization (including recapitalizations involving dividends),
roll-over investment in connection with a sale or dividend distribution, except in the case where
the Fund’s aggregate investment(s) in a portfolio company meet the relevant Impaired Value
Investment standard under the Governing Documents. For the avoidance of doubt, following the
Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total
amount of invested capital relating to such Impaired Value Investment, then the amount of
Management Fees otherwise payable relating to such Impaired Value Investment will be reduced
solely based on the ratio of the fair market value of the aggregate remaining investment(s) in such
Impaired Value Investment as compared against the amount of total invested capital relating to
such investment(s) in such Impaired Value Investment as of the date of the relevant event.

       As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value or fair market value of
...

TYPES OF CLIENTS

         Bansk Group provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Bansk Group’s 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 employees of Bansk Group and
its affiliates and members of their families, Operating Executives or other Service Providers
retained by Bansk Group 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 the Funds interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Bansk Group personnel). Bansk Group generally is permitted to waive such
minimum investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Bansk Group is a private investment firm focused on leveraged buyouts, equity, debt and
other investments in companies that provide consumer products and/or services believed to benefit
from Bansk Group’s in-house operating professionals and experience. Bansk Group’s investment
advisory services consist of identifying and evaluating investment opportunities, negotiating
investments, managing and monitoring investments and achieving dispositions for investments.
Investments are predominantly in non-public companies although investments in public companies
are permitted.

        Bansk Group’s investment strategy for the Funds focuses on the acquisition of controlling
or substantial ownership interests in companies that Bansk Group believes have or will develop
strong market positions or franchise value, but would benefit from operational adjustments,
investments, strategic modification, or upgrades to executive personnel. Bansk Group generally
invests in companies that have a history of growing their market position, significant market share,
brand or franchise value, competitive advantages and/or barriers to entry. As a result of the above
factors, Bansk Group aims to purchase for the Funds good quality businesses at valuations Bansk
Group believes to be low relative to underlying potential. Bansk Group focuses on investments
that require equity capital of approximately $100 million to $400 million, although the required
capital may be greater or less than such amounts.

        Once an investment opportunity has been identified, Bansk Group seeks to implement an
effective operating strategy to improve the performance of the acquired company by (i) developing
restructuring and operating plans, (ii) building the management team and (iii) providing significant
resources and strategic advice to portfolio companies.

       There can be no assurance that Bansk Group will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. Bansk Group markets its investment criteria to its deal
source network with frequent mailings, telephone calls, public relations, conference attendance
and in-person meetings. Once a potential investment is identified, Bansk Group develops an
investment thesis and, through a detailed due diligence process, seeks to verify such thesis and
investigate the major business risks. As part of its diligence process, Bansk Group completes a
detailed analysis of an industry including contacting a target company’s customers and vendors,
trade organizations, Bansk Group’s contact network and, in certain instances, industry consultants.

        Develop Restructuring and Operating Plan. Senior members of the professional and
operating staff of Bansk Group and its affiliates develop a restructuring and operating plan prior
to the close of each transaction focusing on the target’s strengths, weaknesses, competitive
position, industry trends and other relevant factors.

        Build Management Team. Bansk Group may supplement or replace the management team
at a new portfolio company or advise the existing management team on ways to improve
performance. Bansk Group and its affiliates routinely search for highly qualified senior managers
and often identify qualified candidates prior to making the next investment. In certain instances,
operating professionals of Bansk Group or its affiliates will fill key management roles (including
chief executive officer or chief financial officer) on an interim basis immediately following closing
until a professional management team can be assembled.

        Maintain Active Involvement in Portfolio Companies. Bansk Group aims to act decisively
with respect to newly acquired portfolio companies and typically makes significant changes to the
company within the first three to six months after acquisition. Thereafter, Bansk Group stays
...