CapitalWorks LLC

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

CW Industrial Partners receives a management fee, and its affiliated General Partners are allocated
carried interest as compensation for providing investment advisory services to the Funds. The
following is a general description of fees, compensation and expenses of the Funds. CW Industrial
Partners, The General Partners or other CW Industrial Partners entities receive additional
compensation in connection with management and other services performed for portfolio companies
of the Funds, as described more fully in Item 5.C below. Such additional compensation over certain
levels generally will reduce in whole or in part the management fees otherwise payable to
CW Industrial Partners. Investors in the Funds also bear certain Fund expenses, as described in Item

5.C below. Investors should refer to the Governing Documents of the applicable Fund for a complete
understanding of how CW Industrial Partners is compensated for its advisory services. The
information contained herein is a summary only and is qualified in its entirety by such documents;
each Fund’s Governing Documents describe fees, compensation and expenses in greater detail.

Management Fees

CW Industrial Partners charges the Funds a management fee (the “Management Fee”), typically equal
to 2% per annum. The Management Fee charged to each Fund and its calculation methodology is
described (i) in full detail in the relevant Fund’s Governing Documents and (ii) more briefly below.
All Management Fees were negotiated with the Fund’s investors during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. Generally, Management Fees are initially
calculated based upon each investor’s committed capital for the period of time during which each
Fund is making investments; thereafter, the Management Fee is equal to a percentage of each
investor’s invested capital, subject to other factors, and depending on the Fund, is subject to an annual
minimum fee. Generally, investors participating in a subsequent closing after the initial closing of a
Fund are responsible for paying the Management Fee as of the date of the initial closing of such Fund,
plus interest, as applicable.

The General Partners are permitted, in their sole discretion, to waive all or a portion of the
Management Fee. Management Fees differ from one Fund to another, as well as among investors in
the same Fund. Such differences can arise from the size of an investor’s commitment to a Fund,
different investor classes, provisions of side letter agreements or other negotiated terms. Fees are
generally waived for CW Industrial Partners employees, affiliates and their families investing in a Fund.

Management Fees will generally be reduced by (i) the amount of fees paid by such Fund to entities or
persons acting as a placement agent in connection with the offer and sale of interests in such Fund;
(ii) costs incurred by CW Industrial Partners in connection with the organization of such Fund that
exceed a limit as specified in such Fund’s Governing Documents (as more fully described in 5.C
below); and (iii) certain supplemental fees and compensation with respect to portfolio investments
which exceed an annual threshold as specified in each Fund’s Governing Documents, including
closing fees, transaction fees, commitment fees, breakup fees, litigation proceeds from transactions
not consummated, monitoring fees, advisory fees, consulting fees, directors’ fees and other similar
fees (whether in the form of cash, securities or otherwise), the amount of which are paid by the Funds
(directly, or indirectly by the portfolio companies) and are determined by CW Industrial Partners on
a transaction by transaction basis, subject to the terms set forth in each Fund’s Governing Documents
(and also as more fully described in 5.C below). All such supplemental fees received are offset in
whole or in part against the Management Fee by a pre-established sharing percentage that was
negotiated between CW Industrial Partners and each Fund’s investors, net of any expenses incurred
in connection with such portfolio company and subject to an annual threshold as specified in each
Fund’s Governing Documents; however, any such fees received by Industry Advisor Network
members and advisors are not subject to an offset against Management Fees. The amount and manner

of such reduction is set forth in the relevant Governing Documents of the applicable Fund. Any such
reduction of a Fund’s Management Fee is typically limited to the extent of such Fund’s proportionate
interest in any such portfolio company and only to the extent a Management Fee is payable by a Fund
currently or in the future. Similarly, to the extent a Fund does not pay a Management Fee or does not
have an offset provision requiring the reduction of Management Fees, CW Industrial Partners will
retain the portion of transaction fees allocable to these Funds without reduction.

To the extent that such an offset credit would reduce a Fund’s Management Fee for a given quarter
below zero, the credit will be carried forward for future application against payable Management Fees,
and if a credit remains upon dissolution, a payment will be made to investors that have not elected to
waive such amount for tax or other reasons.

Carried Interest

As described in Item 6 below, each Fund’s General Partner is entitled to be allocated carried interest
(“Carried Interest”) subject to a cumulative non-compounded preferred return (or hurdle) and subject
to reimbursement of all relevant Fund expenses, including Management Fees. Each Fund’s Carried
Interest arrangement differs, and each calculation as well as any claw back provisions is further
described (i) in further detail in the relevant Fund’s Governing Documents and (ii) more briefly in
Item 6 below.
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

CW Industrial Partners provides investment advice to the Funds. The Funds limit their investors to
persons or institutions who meet certain suitability and net worth qualifications prior to making an
investment in the Funds. The Funds are not registered or required to be registered under the
Investment Company Act, are not made available to the general public, their securities are not
registered or required to be registered under the Securities Act and Fund interests are privately placed
to qualified investors in the United States and elsewhere.

The investors participating in the Funds include, among others, individuals, other investment entities,
university endowments, family offices, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and include, directly or indirectly, principals
or other employees of CW Industrial Partners and its affiliates and members of their families, Industry
Advisor Network members or advisors and other service providers retained by CW Industrial
Partners.

Minimum investment requirements for each Fund are described in the appliable Governing
Documents. The Funds typically require capital commitments from each investor of at least $1
million, although commitments of less than $1 million have been accepted in the sole discretion of
the applicable Fund’s General Partner.

CW Industrial Partners, in its discretion, will determine whether it is in the best interest of the Funds
to solicit co-investment interests for a portfolio company investment. CW Industrial Partners
generally will seek co-investors when: (i) an investment opportunity is larger than the commitment
amount a Fund is permitted to make under the Fund’s Governing Documents; (ii) CW Industrial
Partners determines in its sole discretion that the investment amount is larger than is prudent for the
Fund to make; or (iii) CW Industrial Partners determines in its sole discretion that allowing a co-
investor is in the best interest of the Fund.

As referenced in Item 4 above, in certain cases co-investments have been structured as a direct
investment by certain investors into a portfolio company or its holding or operating company.

CW Industrial Partners does not consider a direct co-investment to be a Fund or a client, does not act
as the investment manager to the co-investment portion of the investment, does not charge
Management Fees or Carried Interest to the investment, does not have or accept custody of the
investment or include the amount of assets of the co-investment in the Firm’s regulatory assets under
management.

Co-investment opportunities, when offered, will not be required to be offered to all investors, nor will
they be required to be allocated on a pro-rata basis, and some investors will not be provided the
opportunity to co-invest. In exercising its discretion to allocate co-investment opportunities and the
terms thereof, CW Industrial Partners will consider some or all of a wide range of factors, which
include (but are not limited to): the ability of a co-investor to react promptly to a co-investment
opportunity; any strategic advantages to the Fund that results from a co-investor’s participation in a
co-investment opportunity; in the case of co-investors which are Fund investors, the size of an
investor’s commitment in such Fund or such investor’s commitment to one or more other Funds
managed by CW Industrial Partners; or the likelihood that a co-investor will invest in a future fund
sponsored by CW Industrial Partners. Participation in co-investments or a co-investment transaction
will be at the sole discretion of CW Industrial Partners, and are made available to select persons or
entities, who may or may not be Fund investors, including, without limitation, strategic investors,
lenders, deal sources (including finders and consultants), other sponsors (including other private equity
or venture capital firms), Fund investors, service providers, Industry Advisor Network members and
advisors, or other persons or entities affiliated, associated or otherwise known to CW Industrial
Partners or its personnel. Additionally, certain individuals who source transactions, including sourcing
consultants, may negotiate co-investment rights or co-investment priority rights as a component of
their compensation or other arrangements with the relevant Fund(s). In such circumstances, the size
of the investment opportunity otherwise available to CW Industrial Partners’ Fund(s) may be less than
it would otherwise have been without the inclusion of such co-investors.