BDT Capital Partners LLC

FEES AND COMPENSATION

The Adviser generally receives Management Fees and Carried Interest (each as defined below)
from a Client. A Client and/or its portfolio companies also typically reimburse the Adviser for
certain expenses and/or make other payments to the Adviser for services provided to the Client
and/or its portfolio companies. Additionally, consistent with the Organizational Documents of
a Client, the Client typically bears certain out-of-pocket expenses incurred by the Adviser in
connection with the services provided to the Client and/or the portfolio companies. Further
details about certain common fees and expenses are set forth below.

Management Fees

As compensation for investment management services rendered to certain of the Clients, the
Adviser receives a management fee (a “Management Fee”) which is calculated by a certain
formula based on committed capital, called capital and/or remaining invested capital with
respect to such Client, as set forth in the applicable Client’s Organizational Documents.
Management Fees paid by a Client may also be reduced by other fees or compensation received
by the Adviser or its affiliates that relate to such Client’s activities and investments, or by
certain excess organizational or other expenses borne by such Client, as described in more
detail below. Management Fees paid by a Client, where applicable, are borne by investors in
such Client, subject to certain exceptions for investors affiliated with the general partner or the
Adviser and as otherwise set forth in the Client’s Organizational Documents. For example,
certain investors in the Clients that are affiliates of the Adviser, including partners, officers,
managing directors, principals, vice presidents and certain other personnel of the Adviser
(collectively, the “Adviser principals”), which, for the avoidance of doubt, also includes any
related entity established by any of the foregoing, such as trusts, charitable programs,
endowments or related programs, family investment vehicles and other estate planning
vehicles, generally will not pay Management Fees or Carried Interest; however, they will pay
for their pro rata share of certain Client expenses.

Management Fees billed to and received from the Clients are due as set forth in the
Organizational Documents or as otherwise deemed appropriate by the applicable general
partner; provided, that in no event shall the Management Fees be paid to the Adviser six months
or more in advance. Upon termination of a Management Agreement, Management Fees that
have been prepaid generally will be returned on a prorated basis. In the event a Client’s term
is extended, the Adviser is typically permitted, subject to any requirements in the
Organizational Documents and agreements with investors, to charge Management Fees during
such extension.

The precise amount of, and the manner and calculation of, the Management Fee for each Client
are established by the Adviser and are set forth in such Client’s Organizational Documents
and/or other documentation received by each investor prior to the investment in such Client.
Fees differ from one Client to another, as well as among investors in the same Client which
could be based on factors such as their relative capital commitments, the timing of such capital
commitments, or affiliation with the Adviser, and, to the extent permitted by applicable law,
may not be disclosed to other investors in the same Client. The fee structures described herein
may be modified. In addition, the Adviser may enter into economic and/or other fee sharing
arrangements with respect to one or more Clients and/or certain investors thereof, the rights of
which will not generally be made available to other limited partners.

As further specified in the Organizational Documents, from the management fee
commencement date of the relevant Client until a date specified in the Organizational

Documents (the “Adjustment Date”), Management Fees generally will be charged based on a
formula tied to such Client’s aggregate commitments and aggregate capital contributions. After
the Adjustment Date, Management Fees generally will be charged and calculated based on a
formula tied to (i) the relevant limited partner’s commitment to the Client and aggregate capital
contributions or (ii) the net cost basis of the Client’s aggregate investment(s) that have not been
disposed of (not including any investments the fair value of which have been permanently
reduced to zero (such excluded investments, the “Impaired Value Investments”)). Due to
differences in the criteria set forth in their respective Organizational Documents, in the event
where more than one Client participates in such investment, there is the possibility that an
investment will become an Impaired Value Investment for purposes of one Client’s
Organizational Documents but not those of one or more other Clients.

“Net cost basis” is the amount of capital invested in each investment by the Client from any
source, including called capital, Client-level borrowings and recycled capital, less amounts
representing a return of such capital from the disposition of such investment. Note the net cost
basis of each investment may be higher or lower than the fair value. For the avoidance of doubt,
net cost basis is not adjusted for capital usage fees. Where the fair market value of an
investment exceeds the total amount of investment contributions relating to such investment,
post-Adjustment Date Management Fees will not be calculated based upon such appreciated
value, and instead will be calculated in accordance with relevant Clients’ Organizational
Documents.

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 of individual
investments or of a Client, including following the relevant Adjustment Date, and will not be
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TYPES OF CLIENTS

The Adviser currently provides investment management services to the Clients. Investment
advice is provided directly to the Clients (subject to the direction and control of the applicable
general partner of each such Client) and not individually to investors in such Client.

Interests in the Clients are offered pursuant to applicable exemptions from registration under
the Securities Act and the Investment Company Act. Investors in the Clients are generally
“qualified purchasers” as defined in the Investment Company Act, and may include, among
others, high net worth individuals, personnel of the Adviser or its affiliates, institutions,
corporations, insurance companies, foundations, endowments, family offices, sovereign wealth
funds, limited partnerships and limited liability companies or other entities.

The Adviser generally establishes minimum investment commitments for investors in Clients.
The general partner of each Client may in its sole discretion permit investments below the
minimum amounts set forth in the Organizational Documents of such Client. Investors with
investment commitments below certain thresholds may incur Management Fees that are greater
than the Management Fees paid by other investors.