Bernhard Capital Partners Management LP

Fees and Compensation
         In general, BCP receives a Management Fee (as defined below) and a carried interest in
 connection with advisory services. BCP or other Bernhard Capital entities or affiliates receive
 additional compensation in connection with management and other services performed for
 portfolio companies of the Funds and such additional compensation will offset in whole or in
 part the Management Fees otherwise payable to BCP. Investors in a Fund also bear certain
 expenses.

Management Fees

        During the investment period, a Fund will pay the General Partner an annual management
fee (the “Management Fee”), payable quarterly in advance, based on a percentage of aggregate
investor capital commitments (“Commitments”), as described in the relevant Governing
Documents. The Management Fee will be payable until proceeds from all portfolio investments
are distributed or until BCP’s relationship with the Funds is terminated for other reasons (as further

described in the relevant Governing Documents). Installments of the Management Fee payable for
any period other than a full three-month period are adjusted on 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.

        Certain Funds’ 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 a date specified in the Governing
Documents (generally representing the earlier of (i) the end of the Fund’s defined investment
period, (ii) the date the relevant General Partner (or an affiliate thereof) first begins receiving or
accruing Management Fees from another Fund meeting certain criteria and (iii) subject to the
criteria set forth in the Governing Documents, following the date certain key persons of the
relevant Fund cease to be active in such Fund’s affairs (such earlier date, the “Stepdown Date”)),
Management Fees generally will be charged based on a percentage of the amount of the relevant
Fund’s aggregate Commitments. After the Stepdown Date, Management Fees generally will be
charged and calculated based on a percentage of the amount of applicable investment contributions
(including, where applicable, a Fund borrowing component (including interest expenses) and the
amount of any capitalized Supplemental Fees (as defined below) or costs) made by the relevant
Fund relating to investments that have not been disposed of or permanently written down (such
investments, “Impaired Value Investments”). Additionally, where there has been a partial
distribution, partial write-down or partial sale of an investment and the fair market value of the
remaining portion of such investment following such event exceeds the total amount of investment
contributions relating to such investment, the Governing Documents do not require Management
Fees after the Stepdown Date to be reduced. 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.

        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 the Fund, including following the relevant investment period, and will not be reduced in
connection with any write-downs (whether temporary or permanent), except in the case of
Impaired Value Investments. Except where the Governing Documents expressly provide to the
contrary, Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions or reorganizations, restructurings, roll-over investments, extraordinary
dividends or similar transactions, in each case in circumstances that do not result in the complete
disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s
investment or the Fund’s ownership percentage in such investment has been reduced (including
substantially reduced) as a result of such transaction.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
(such as Supplemental Fees) and expenses paid to Service Providers, BCP or its affiliates. Further,
Management Fees generally will not be reimbursed or refunded under the Governing Documents
in the event of realizations, dispositions or write-downs that occur partway through the relevant
calculation period.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

         In addition, the Management Fee will be reduced by 100% of a Fund’s share of any (i)
directors’ fees, financial consulting fees or advisory fees paid to the General Partner with respect
to any Fund investment; (ii) transaction fees paid to the General Partner with respect to any Fund
investment; and (iii) breakup fees (net of unreimbursed Fund expenses) with respect to Fund
transactions not completed that are paid to the General Partner; but not including, in any event,
any compensation or reimbursement paid to any person (x) in connection with certain services
performed by third-party operators and/or consultants or any other person operating in a similar
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Types of Clients
        BCP provides investment advice primarily to its Fund clients, and references throughout
this Brochure to “clients” and to BCP’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds may 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 often include individuals; banks or thrift institutions; other investment entities; pension and
profit-sharing plans; trusts, estates, university endowments or charitable organizations or other
corporations or business entities; and may include, directly or indirectly, principals or other
employees of BCP and its affiliates and members of their families, operating partners or other
Service Providers retained by BCP or a Fund; as well as executives of portfolio companies.

         The Funds generally have a minimum investment amount for third-party investors.
Generally, investors must be “accredited investors” as defined under Regulation D of the Securities
Act of 1933 (the “Securities Act”), and may also be required to be either “qualified purchasers”
or “knowledgeable employees” as defined under the Investment Company Act. The General
Partner is permitted to waive such minimum investment amounts and qualification requirements.
BCP is permitted to enter into engagements to provide transaction advisory services to non-Fund
clients.

           Methods of Analysis, Investment Strategies and Risk of Loss
General

         BCP is a private investment firm that seeks to primarily invest in businesses that provide
critical services to the industrial, power, and infrastructure markets. BCP 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.
The following is a summary of the investment strategies and methods of analysis generally
employed by BCP on behalf of the Funds. There can be no assurance that BCP will achieve the
investment objectives of any Funds and a loss of investment is possible.

Investment and Operating Strategy, and Methods of Analysis

       BCP intends to harness the extensive relationship network, industry knowledge,
operationally minded value creation skills and transaction expertise of its investment team with

the goal of generating attractive investment returns. BCP has experience using a formal and
prudent process for executing upon a stated investment strategy. BCP’s investment process will
seek to involve a disciplined and systematic approach to committing and harvesting capital that is
categorized in the following five steps:

            Active transaction sourcing
            Rigorous and disciplined due diligence and investment underwriting
            Thoughtful deal structuring and sound decision-making
            Persistent and rational value creation processes
            Efficient execution of exit strategies

Active Transaction Sourcing

       BCP is committed to actively sourcing proprietary investment opportunities outside
competitive sales processes. Transaction origination is expected to be the deep industry knowledge
and extensive industry relationships maintained by the BCP investment team. Capitalizing on the
BCP investment team’s extensive involvement in the industrial, power, and infrastructure sectors,
BCP intends to build on its team’s existing relationships with global industrial firms, midstream
energy service providers, international engineering & construction firms, specialized equipment
manufacturers & suppliers, U.S. utilities & independent power producers, project developers and
governmental agencies to strategically address their capital needs and service requirements. BCP
intends to maintain an ongoing dialogue with these organizations to understand their objectives
and identify underlying market fundamentals to support the development of unique and proprietary
investment opportunities.

       In all cases, BCP strives to source transactions that offer significant opportunities for it to
apply its unique operational expertise within industrial, power, and infrastructure services to
promote growth, mitigate downside risk and generally influence the trajectory of each investment.

        A core component of BCP’s active sourcing strategy is and will be to utilize both “top-
down” and “bottom-up” sourcing tactics. BCP draws upon its deep and broad network of industry,
capital markets and regulatory contacts to develop a sector thesis and utilizes this direction to target
and screen specific companies with the most favorable market and competitive characteristics.
With the specific asset and investment thesis in hand, significant effort and resources are then
dedicated to (i) evaluate the market and competitive dynamics to test the investment thesis and
ultimately test its validity and (ii) determine how BCP can adapt the original thesis to better
position the potential investment for success.

Rigorous and Disciplined Due Diligence and Investment Underwriting

        BCP will conduct due diligence and ultimately underwrite its investments utilizing the
approach the investment team has collectively developed through its members’ prior experiences.
The team will leverage their collective experiences to promote a culture of collaboration and
constructive scrutiny when evaluating potential investment decisions. The due diligence effort for
each potential transaction will be conducted by a dedicated deal team with regular input from and
communication with BCP’s investment committee (the “Investment Committee”). Each deal
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