Bruckmann Rosser Sherrill & Co Management LP

FEES AND COMPENSATION

        BRS Management has received a management fee (“Management Fee”) paid by Fund III
and Fund IV in connection with advisory services it provides. BRS Management receives
additional compensation in connection with management and other services performed for
portfolio companies and such additional compensation will offset in whole or in part the
Management Fee otherwise payable by the Funds. Limited partners in the Funds also bear certain
fund expenses.

Management Fees

       Fund III

       Fund III no longer pays any Management Fee.

       Coinvest III

       Coinvest III is not subject to a Management Fee.

       Fund IV

       Fund IV has not paid management fees since 2024 due to the application of Offset Fees (as
       defined below) but under certain circumstances may pay a Management Fee in the future.

       Coinvest IV

       Coinvest IV is not subject to a Management Fee.

         Unless waived by Manager IV, Fund IV pays a Management Fee in advance on a semi-
annual basis for the semi-annual period commencing on January 1 and July 1 of each year, payable
on April 1 and October 1 of each such year, in arrears with respect to the first ninety days of the
period and in advance for the remainder of such period. During the Fund IV commitment period,
the Management Fee is equal to 2% per annum of aggregate capital commitments. After the earlier
of (i) the end of the commitment period and (ii) the date Fund IV GP begins receiving management
fees from a successor fund (the “Stepdown Date”), the Management Fee will be 1.75% per annum
of the aggregate amount of capital contributions (including, where applicable, a Fund borrowing
component) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its
portfolio companies that have not been disposed of (as further described in the Limited Partnership
Agreements) or completely written off for U.S. federal income tax purposes. “Impaired Value

Investments” means investments that are completely written off for U.S. federal income tax
purposes.

       Under the Limited Partnership Agreement, where the fair market value of an investment
exceeds the total amount of investment contributions 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 such investment contributions. Conversely, the
Limited Partnership Agreements 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 reorganization, roll-over
investment in connection with a sale or dividend distribution, except in the case of investments
meeting the relevant Impaired Value Investment standard under the Limited Partnership
Agreement.

        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 Limited Partnership Agreements expressly provide to the
contrary, Management Fees will not be reduced (in whole or in part) in the case of partial
distributions (e.g., those resulting from a dividend recapitalization) or reorganizations,
restructurings, roll-over investments, extraordinary dividends or similar transactions or in
circumstances where one or more other Fund(s) divest their respective investment(s) (including
credit investments) in the relevant portfolio company, whether in whole or in part, 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.

       Further, Management Fees generally will not be reimbursed or refunded under the Limited
Partnership Agreements in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period.

        The Management Fee payable by Fund IV is reduced by (i) 100% of any private placement
agent fees paid by Fund IV, (ii) organizational expenses in excess of $1.5 million and (iii) 100%
of Portfolio Company Fees (as defined below) received by BRS Management (“Offset Fees”). All
Offset Fees received by BRS Management will reduce the Management Fee for the semi-annual
period immediately following the Fund’s semi-annual period of receipt and, if the amount of such
Offset Fees exceeds the Management Fee for such semi-annual period, each subsequent semi-
annual period. “Portfolio Company Fees” means closing fees, commitment fees, monitoring fees,
director’s fees, break-up fees, consulting fees, managing fees or any other similar fees received by
Fund IV GP, Manager IV or BRS Management from a portfolio company or a prospective portfolio
company of Fund IV attributable to Fund IV partners not designated as “affiliated partners” by
Fund IV GP.

      Manager IV reserves the right to waive all or a portion of any installment of the
Management Fee. Any waived portion of a Management Fee installment shall (i) reduce later

capital contributions of Manager IV, in its capacity as a limited partner, to Fund IV and (ii)
correspondingly, increase later capital contributions of the other limited partners to Fund IV.
Waived or reduced Management Fees are not subject to the Management Fee offsets described
below. Due to waived or reduced Management Fees by Manager IV and/or timing of receipt of
...

TYPES OF CLIENTS

        BRS Management provides investment advice solely to Private Investment Funds,
including the Funds, and references throughout the Brochure to “clients” and to BRS
Management’s related duties to and practices on behalf of its clients and/or investors should be
construed accordingly. Private Investment Funds generally 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 Private Investment Funds generally include individuals, banks or thrift institutions,
other investment entities, university endowments, 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 personnel of BRS Management and its affiliates
and members of their families or other service providers retained by BRS Management or a Fund,
as well as executives of portfolio companies.

        The Funds are closed to new investors subscribing for new interests. The Funds generally
had a minimum investment amount of $1 million, although the General Partners accepted smaller
participations. Fund III and Fund IV interests were offered, on occasion, and sold solely to
accredited investors within the meaning of the rules promulgated under the U.S. Securities Act of
1933, as amended (the “Securities Act”) who are also qualified clients (or qualified
knowledgeable BRS personnel).

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       The Advisers provide investment advisory services to the Funds, as applicable, and share
common owners and personnel. Accordingly, the Advisers’ investment methodology is described
below.

        BRS Management typically seeks to create a diversified portfolio for its Private Investment
Funds consisting primarily of control investments in U.S. consumer (and consumer-related) goods
and services businesses (or suppliers of those businesses) with enterprise values of between $50
million and $250 million.

       There can be no assurance that the Advisers will achieve the investment objectives of the
Funds and a loss of investment is possible.

Investment and Operating Strategy

Target Market

BRS Management believes its target market is attractive for potential acquisitions because of its
consistent volume of acquisition opportunities, the Managing Partners’ relevant investment
experience, and the potential for businesses in the target market to grow earnings and generate
returns across and financial cycles.

Large Volume of Acquisition Opportunities. BRS Management believes that its target market
provides opportunities to achieve investment returns over time due to:

   •   what BRS Management perceives as a steady flow of businesses for sale, including family
       businesses, portfolio companies of private equity funds, divisions of larger companies and
       small public companies.

   •   what BRS Management perceives as a large universe of businesses that are large enough
       to be proven enterprises with a sustainable market position and a full management team,
       yet still have, in BRS Management’s opinion, significant growth opportunities.

BRS Management Experience. BRS Management believes it is structured to succeed in its target
market by reason of the relevant investment experience of the Managing Partners and their
involvement in each BRS transaction.

BRS Management believes that its experience in the consumer sector gives it an appreciation for
the factors that are critical to consumer businesses (e.g., same-store sales growth, return on
invested capital, scalability, concept appeal, restaurant management). In addition, BRS
Management believes that the Managing Partners’ experience has built a network of contacts and
relationships that help to source investments and may add value both during due diligence and
post-investment.

BRS Management believes that by investing in businesses that generate earnings growth, BRS
Management will be able to produce returns over time that are not dependent upon the availability
of favorable financial market conditions.

Differentiated Business Model

BRS Management believes that it employs a business model structured to address the particular
requirements of creating and managing a diversified portfolio of control investments in lower
middle-market companies. Each portfolio company and each targeted acquisition receives the
benefit of the involvement of one of the Managing Partners.

Role of the Managing Partners. The senior leadership of the firm is shared among experienced
individuals, all of whom remain dedicated to active involvement in the investment process on a
deal-by-deal basis.

Each of the Managing Partners participates equally in all investment decisions. Each of the
Managing Partners has made a significant personal financial commitment to BRS Management.

BRS Management Investment Process.

   •   Investment approval process – Every investment by a Fund requires approval by the
       investment committee. Because the acquisition process typically lasts months, the
       Managing Partners typically review each transaction at several stages over the course of
       the acquisition process (e.g., initial introduction, indication of interest, final proposal,
       binding contract, final closing). At each stage, analytical support is provided to the
       Managing Partners by BRS Management’s professional staff.

   •   Transaction structuring – The Managing Partners make all decisions regarding the
       fundamental aspects of transaction structuring, including: (1) resolution of key issues in
       the acquisition agreement (e.g., price, form of consideration and recourse against the seller
...