Brynwood Partners Management LLC

Item 5 – Fees and Compensation

As compensation for investment advisory services rendered to the Funds, Brynwood receives from each
Fund an annual management fee, the amount of which varies depending on the Fund but which is set at
the initial formation of the Fund and is generally not altered thereafter. In addition, due to the age of
certain of our Funds, we are no longer collecting management fees from these Funds. During one of our
fund’s term extension, it is paying quarterly expense reimbursement to the advisor instead of management
fees. As described below, the management fee payable by a Fund may be reduced or waived in some
circumstances in connection with the receipt by Brynwood or its related persons of all or a portion of
various fees paid by portfolio companies. The management fee is payable quarterly.

In general, the management fees range from 1.5% to 2.0% of the total capital committed to the Fund by
investors. For most Funds, the calculation of the management fee changes to a percentage of invested
capital after the end of the investment period. In addition, for most Funds the management fee percentage
changes when a new fund is raised.

Management fees are billed to each Fund or its General Partner and paid by the Fund or its General
Partner from the Fund’s assets. To obtain cash for the payment of management fees, the General Partner
of the Fund may draw down investors’ capital commitments.

For certain Funds, expense reimbursements may be payable to Brynwood or its affiliates. Any such Fund
expense reimbursements are disclosed to investors in the Documents and are in addition to the
management fees discussed above. Each Fund also generally bears certain expenses relating to its
activities and operations (other than expenses resulting from the fraud, gross negligence or willful
misconduct of its General Partner).

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 each Fund’s Documents, over the terms of the
Funds, and investors generally are not permitted to withdraw or redeem interests in the Funds.

To the extent provided in the Documents of the Funds, Brynwood will pay out of its management fees
certain operating expenses, including expenses on account of rent, utilities, office supplies, office
equipment, travel, entertainment, deal sourcing expenses, compensation of its principal owner and

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employees (other than carried interest described in Item 6 below) and other routine administrative
expenses relating to the services and facilities provided by Brynwood to the Funds. Each Fund will bear
all other expenses relating to it to the extent not borne by its portfolio companies, including legal,
accounting, investment banking, consulting, research, brokerage, finders’, custody, transfer, registration,
advisory board, interest, taxes and extraordinary expenses, and other similar fees and expenses. Some of
these expenses borne by the Funds may relate to costs associated with unexecuted transactions.