Brockway Moran & Partners Inc

FEES AND COMPENSATION

       The following is a general description of fees, compensation, and expenses of the
Funds. Differences exist from Fund to Fund, and certain Funds may not charge certain fees,
compensation, or expenses that other Funds charge. The Limited Partnership Agreements of the
Funds describe fees, compensation and expenses in greater detail.

        In general, each General Partner receives a management fee (the “Management Fee”) and
a carried interest in connection with advisory services it provides to clients. The General Partners
or other Brockway Moran entities or affiliates receive additional compensation in connection with
management and other services performed for portfolio companies (e.g., monitoring and other
fees) of the Funds and such additional compensation will offset in whole or in part the management
fees otherwise payable to Brockway Moran. Investors in the Funds also bear certain fund
expenses, as described below.

Management Fees

        During the investment period of a particular Fund, such Fund generally paid the General
Partner an annual Management Fee, payable quarterly in advance, equal to 2% of its aggregate
commitments. The investment period of the Funds has terminated. Accordingly, commencing
with the first Management Fee due date after the expiration of the investment period, the
Management Fees generally have equaled 2% of (i) the aggregate amount of capital contributions
(in certain Funds limited to capital contributions used for investments), less (ii) the aggregate
amount of distributions constituting returns of such capital contributions and, without duplication,

the aggregate amount of permanent write-downs; provided, that (x) effective as of January 1, 2014,
Fund II ceased to pay Management Fees, and (y) effective as of January 1, 2018, the Management
Fee payable by Fund III was reduced to 1.5% of such amount. In addition, the Management Fee
generally will be reduced by 50% to 80% of: (i) any directors’ fees, financial consulting fees or
advisory fees earned by a General Partner from portfolio companies; (ii) any transaction fees paid
by portfolio companies to a General Partner; and (iii) any break-up fees from transactions not
completed that are paid to a General Partner. Any fees earned from, on behalf of or in respect of
a co-investment will not reduce the Management Fee payable by any other Fund, and as a result a
Fund will, in most cases, only benefit with respect to its allocable portion of any such fees earned
and not the portion of any fee that relates to co-investors. A General Partner reserves the right to
waive all or a portion of any future installment of the Management Fee. Certain waived portions
of a Management Fee installment are treated by the Limited Partnership Agreements as a deemed
capital contribution by the relevant General Partner, which is effectively invested in the relevant
Fund on such General Partner’s behalf and reduces the amount of capital contributions a General
Partner and its affiliates would otherwise be required to contribute after the date such waived
amount would otherwise be due in return for a profits interest in the applicable Fund.

       The Management Fee with respect to a particular Fund commenced as of the effective date
of such Fund based on aggregate commitments, regardless of when a limited partner was actually
admitted. Management Fees are paid out of current income and disposition proceeds of a Fund
and, in the respective General Partner’s discretion, from drawdowns that will reduce unfunded
commitments.

Carried Interest

       Each General Partner generally is entitled to receive a carried interest with respect to certain
Funds equal to 20% of all realized profits subject to an 8% annually compounded preferred return
and a related General Partner catch-up provision, as more fully described in the applicable
Governing Documents. The carried interest distributed to a General Partner is subject to a potential
giveback at the end of life of a Fund if the respective General Partner has received excess
cumulative distributions.

Other Information

         Brockway Moran is permitted to exempt certain investors, including Brockway Moran’s
professionals and/or affiliates, in the Funds from payment of all or a portion of Management Fees
and/or carried interest. Any such exemption from fees and/or carried interest may be made by a
direct exemption or through other Funds which co-invest with the relevant investor’s Funds. In
instances where a Brockway Moran professional or affiliate invests in a Fund, such professional
or affiliate generally will be exempt from payment of the Management Fee and carried interest
with respect to such Fund.

       The Funds generally invest on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the applicable Limited
Partnership Agreement, over the term of the Funds and investors generally are not permitted to
withdraw or redeem interests in the Funds.

      Principals or other employees of Brockway Moran generally receive a portion of the
Management Fee, carried interest or other compensation received by the General Partner.

        In addition to the Management Fee and carried interest payable to the General Partners,
each Fund bears certain expenses. As set forth in the Limited Partnership Agreements, each Fund
bears all expenses to the extent not paid or reimbursed by a portfolio company, generally including
all costs and expenses attributable to structuring, organizing, acquiring, managing, operating,
holding, valuing, winding up, liquidating, dissolving and disposing of such Fund’s investments,
legal, auditing, consulting, financing, accounting and custodian fees and expenses; expenses
associated with a Fund’s financial statements, tax returns and Schedule K-1s; out of pocket
expenses incurred in connection with transactions not consummated (“Broken Deal Expenses”)
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TYPES OF CLIENTS

        Brockway Moran provides investment advice to the Funds. Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds may 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 may
include, directly or indirectly, principals or other employees of Brockway Moran and its affiliates
and members of their families.

       The Funds (excluding the Co-Invest Funds, as defined below) generally have a minimum
investment amount of $5 million for third-party investors. In most circumstances, investors in the
Funds must meet certain suitability and net worth qualifications prior to making an investment in
the Funds. Generally, investors are (i) “accredited investors” as defined under Regulation D of
the Securities Act of 1933, as amended, and (ii) for certain Funds, either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act of 1940, as amended.
Brockway Moran may waive such minimum investment amounts and qualification requirements.

         The Management Company also serves as investment manager to various co-investment
vehicles that invest alongside the certain Funds in portfolio companies (the “Co-Invest Funds”).
Such Co-Invest Funds typically invest and dispose of their investments in the applicable portfolio
company at the same time and on the same terms as the Fund making the investment. Certain
affiliates and personnel of Brockway Moran and other third party investors may be permitted to
participate in the Co-Invest Funds or in some cases co-invest directly in a particular portfolio
company. The Co-Invest Funds generally do not pay a management fee or carried interest, but
investors in certain Co-Invest Funds do bear certain Co-Invest Fund partnership expenses (e.g.,
the pro rata legal and other expenses associated with a portfolio company investment, audit
expenses etc.). Brockway Moran will select which investors are permitted to invest in the Co-
Invest Funds (or directly co-invest in a particular portfolio company) based on various factors,
including the sophistication of the investor, the ability of the investor to fund and complete the
investment on a timely basis and for strategic or other reasons as more fully described in the
applicable Fund’s Limited Partnership Agreement. Brockway Moran is not obligated to make co-
investment opportunities available to any particular investors or limited partners. In the past,
Brockway Moran generally made co-investment opportunities available to certain employees
through Brockway Moran & Partners Associate Co-Invest Fund, Ltd. (“Associate Fund”). While
the Associate Fund is a Co-Invest Fund described above, the Associate Fund is not a committed
capital vehicle. Instead, employees made investments through the Associate Fund on a deal-by-
deal basis and, as a result, the amount invested in each deal and the percentage invested in each
deal in relation to the committed funds varied from deal to deal.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Brockway Moran seeks to generate long-term capital appreciation while earning attractive
returns relative to risks assumed. Brockway Moran focuses on growth-oriented, middle-market
companies with proven management teams where it believes there is opportunity to create value
by developing and implementing growth strategies. Investments will typically be made in
companies in which a Fund has control, either outright or with institutional co-investors who are
like-minded. In certain circumstances a Fund may take minority positions with governance
protections. The investment periods of the Funds have terminated and Brockway Moran will no
longer make platform investments through these Funds. The Funds may continue to make follow-
on investments in existing Fund portfolio companies and certain existing Fund portfolio companies
will seek to make add-on acquisitions.

      The following is a summary of the investment strategies and methods of analysis generally
employed by Brockway Moran on behalf of the Funds. More detailed descriptions of the Funds’

investment strategies and methods of analysis are included in the applicable Memorandum for
each Fund. There can be no assurance that Brockway Moran will achieve the investment
objectives of the Funds and a loss of investment is possible.

Investment and Operating Strategy

       Brockway Moran believes that the value creation process presents itself in multiple
dimensions and as a result, Brockway Moran embraces each of the critical aspects of sourcing,
evaluating, selecting, building and exiting portfolio companies. Key aspects of the investment
process include:

Deal Sourcing

        Prior to the termination of the Funds’ investment periods, Brockway Moran had developed
a formalized sourcing program to manage and build upon its strong deal flow network, comprised
of M&A boutiques, regional investment banks, major investment banks, individual business
brokers, accounting firms and law firms. The sourcing program enabled Brockway Moran to
systematically interact with thousands of deal sources and involved significant outbound
marketing and calling efforts to enhance current relationships and develop new deal sources. As
a result of its efforts, Brockway Moran had a wide deal funnel that facilitated a selective approach
to making investments.

        Since the Funds’ investment periods have terminated, the Funds will no longer make
platform investments (although the Funds may continue to make follow-on investments in existing
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