Blue Wolf Capital Partners LLC

ITEM 5 - FEES AND COMPENSATION

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each Fund in
conjunction with this brochure for complete information on the fees and compensation payable
with respect to a particular Fund. Different Funds are subject to different management fees and
performance-based compensation arrangements. In certain circumstances, the management fees
payable to Blue Wolf may be negotiable. Investors and prospective investors in each Fund
should note that similar advisory services may (or may not) be available from other investment
advisers for similar or lower fees. As used herein, “or” shall mean “and/or,” and “including”
shall mean “including, but not limited to.”

Subject to the specific terms set forth in the applicable Fund’s Governing Documents, the annual
management fee payable by a Fund investor in quarterly installments is generally: (i) 2.0% of the
investor’s capital commitment to such Fund until the earliest of (1) the expiration of such Fund’s
investment period, (2) the date Blue Wolf or any affiliate first receives or begins to accrue
management fees from a successor Fund or (3) a cessation or suspension event, as defined in the
applicable Fund’s Governing Documents (the date of such event, the “Stepdown Date”); and (ii)
thereafter, depending on the applicable Fund (A) 0.375% of the cost basis or acquisition cost of
all portfolio investments held by the Fund (excluding, depending on the applicable Fund, either
(x) the cost basis of all or any portion of any portfolio investment that has been disposed of by
the Fund or written down by more than 50% or (y) any portfolio investment that has been
written-off as worthless) or (B) 1.5% on the amount of investment contributions made (or
payable to the Fund pursuant to any outstanding capital call notice or capital call notice that is
intended to be issued to repay indebtedness incurred) with respect to investments that have not
been disposed of minus the aggregate amount of any permanent write downs that have not be
disposed of; provided that, for purposes of clause (B), depending on the Fund, investments in a
portfolio company are treated for this purpose as having been disposed of, completely written-off
for U.S. federal income tax purposes, written down, or permanently written off only to the extent
that the aggregate value of all remaining investments in such portfolio company is less than the
aggregate investment contributions with respect to such portfolio company. Investors
participating in a closing after a Fund’s initial closing date typically bear management fees from
the initial closing date, generally in addition to an interest component payable to Blue Wolf or an
affiliate thereof. The foregoing management fee calculated with respect to each Fund investor is
typically subject to reduction (i.e., offset) for certain amounts, including such investor’s pro rata
share of: (i) a specified percentage (as specified in the applicable Fund’s Governing Documents)
of certain types of portfolio company remuneration received by the applicable General Partner
and/or its related persons, including director fees, consulting fees, monitoring fees, success fees
and similar fees, as described in the Fund’s Governing Documents; (ii) any placement fees paid
or payable by a Fund (with the result that the placement fees are ultimately borne by Blue Wolf
and/or its related persons); and (iii) organizational expenses paid or payable by a Fund, to the
extent such expenses exceed a specified amount set forth in such Fund’s Governing Documents
(with the result that such excess organizational expenses are ultimately borne by Blue Wolf
and/or its related persons). Notwithstanding the foregoing, except as otherwise provided in a Co-
Invest Fund’s Governing Documents, neither Blue Wolf nor any related person thereof will
typically be entitled to receive any management fees in relation to such Co-Invest Fund.

Additionally, in the case of Co-Invest Funds, typically, neither the Co-Invest Funds nor any of
their investors will be entitled to receive the benefit of any directors’ fees, consulting fees,
commitment fees, monitoring fees, break-up fees, success fees and similar fees Blue Wolf or any
related person thereof may from time to time receive from any portfolio companies and/or their
affiliates. Any compensation received by Blue Wolf and/or its related persons in connection with
a Co-Invest Fund, or its portfolio investments and other owners of the Fund’s investment will not
offset management fees payable by any other Fund, unless otherwise specified in the relevant
Fund’s Governing Documents. As a result, a Fund will not benefit from (and Blue Wolf and its
affiliates are expected to retain) the portion of any fee related to, among other items: (i) General
Partner, affiliated partner or similar fee-free investor commitments; (ii) co-investors or potential
co-investors (which could include co-investment vehicles managed by Blue Wolf, Service
Providers, third parties, current or former portfolio company management or personnel, sellers or
members of management that have rolled their interest or reinvested proceeds in the portfolio
company and/or other owners); or (iii) the value of profits, participation or equity interests in or
relating to the relevant portfolio company, including interests owned by current or former
portfolio company management, which have the potential to be significant. Blue Wolf’s ability
to retain such amounts provides it with an incentive to increase the portion of each relevant
investment held by such persons. Blue Wolf’s ability to retain such amounts provides it with an
incentive to increase the portion of each relevant investment held by such persons.

In certain circumstances, such as those relating to short- or long-term portfolio company cash or
...

Types of Clients

As noted above under “Advisory Business,” all of Blue Wolf’s investment advisory clients are
pooled investment vehicle (i.e., the Funds). The limited partners of the Funds may include, but
are not limited to corporations, endowments, foundations, financial institutions, trusts, estates,
fund-of-funds, pension and profit-sharing plans, as well as individuals, including, directly or
indirectly, principals or other personnel of Blue Wolf and its affiliates and members of their
families, operating partners, strategic advisors or other Service Providers retained by Blue Wolf
or a Fund, as well as executives of portfolio companies. The Funds are offered exclusively to
“accredited investors” and/or “qualified purchasers” pursuant to Section 3(c)(1) or Section
3(c)(7) of the Company Act, and are therefore not required to register as investment companies
under the Company Act in reliance upon certain exemptions available to the Funds, the securities
of which are not publicly offered.

Blue Wolf and/or its affiliates have established, and will establish in the future, certain
alternative investment vehicles, parallel funds and/or special purpose vehicles (collectively,
“AIVs”) for the purpose of addressing tax, regulatory and/or structural issues for certain
investors, and/or facilitating certain investments by one or more Funds and/or investors.
Prospective investors are requested to refer to the Governing Documents of the applicable Fund
for complete details on such AIVs and such Fund’s ability to make investments through AIVs.

Minimum Investment Requirements

Generally, the minimum commitment requirement required of an investor to invest in a Fund is
$5,000,000. The General Partner of each Fund, in its sole discretion, has in the past and may in
the future, waive or decrease the foregoing minimum commitment requirement on a case-by-case
basis.