Catchment Capital LP

FEES AND COMPENSATION

        In general, Catchment receives a management fee and a carried interest in connection with
the provision of advisory services to its clients. Catchment or other Catchment entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to Catchment to the extent provided
by the Governing Documents. Investors in a Fund also bear certain expenses.

Management Fees

       The Funds will pay Catchment, quarterly in advance, a management fee (the
“Management Fee”) equal to 2.0% on an annual basis of aggregate investor capital commitments
(“Commitments”). Investors participating in a closing after a Fund’s initial closing date bear the
Management Fee from the initial closing date, generally in addition to an interest component
payable to Catchment or an affiliate. Upon a date specified in the Governing Documents (the

“Stepdown Date”), the Management Fee will be reduced and will equal 2.0% of (a) the aggregate
funded Commitments plus the aggregated amount of unapplied waived Management Fee, as
reduced by (b) permanent write downs and distributions constituting returns of capital. The
Management Fee will be payable until proceeds from all portfolio investments are distributed or
until Catchment’s relationship with the relevant Fund is terminated for other reasons (as described
in the Governing Documents). Installments of the Management Fee payable for any period other
than a full quarterly period are adjusted on a pro rata basis according to the actual number of days
in such period. As a general matter, Management Fees will be payable during term extensions
unless otherwise agreed with investors.

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further specified in the Governing Documents, from the
effective date of the relevant Fund until the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments.
Further, after the Stepdown Date, Management Fees generally will be charged and calculated
based on a formula tied to the amount of investment contributions (including, where applicable, a
Fund borrowing component and the amount of any capitalized Supplemental Fees (as defined
below) or expenses, including expenses of operating partners) made by the relevant Fund relating
to the Fund’s aggregate investment(s) in its portfolio companies that have not been realized or
completely written off for U.S. federal income tax purposes (such investments, “Impaired Value
Investments”).

        Under the Governing Documents, 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
Governing Documents 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 partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), 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 Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the date of the relevant event.

        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 a 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 Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, 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.

        In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
(such as Supplemental Fees) and expenses paid to third parties, Catchment or its affiliates. Further,
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TYPES OF CLIENTS

         Catchment provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Catchment’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in the Funds generally 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 often include, directly or indirectly, principals or other personnel of Catchment and its
affiliates and members of their families, the Operations Group, operating partners or other service
providers retained by Catchment or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of

these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

       Each Fund generally has a minimum investment amount of $10,000,000 for third-party
investors, and Fund interests are offered and sold solely to qualified purchasers and accredited
investors that are also qualified clients (or qualified knowledgeable Catchment personnel).
Catchment generally is permitted to waive such minimum investment amount in its sole discretion.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Catchment is a private investment firm focused on investments in middle-market industrial
companies believed to benefit from Catchment’s in-house operating professionals and experience.
Catchment’s investment advisory services consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments and achieving
dispositions for investments. Investments are predominantly in non-public companies, although
investments in public companies are permitted.

        Catchment is a purpose-built investment firm seeking to transform operationally sound,
but not strategically optimized, middle-market industrial companies. Catchment seeks to invest in
companies with three core industrial business models – Industrial Technology, Industrial Services,
Industrial Products – where it believes there is opportunity to capitalize on industry megatrends
driving long-term transformative change. Catchment seeks to reposition these companies through
supporting initiatives to drive increased value-added growth, earning a re-rating at exit. Catchment
focuses on investments that require equity capital of approximately $150-200 million, although
the required capital may be greater or less than such amounts.

        Once an investment opportunity has been identified, Catchment seeks to implement an
effective operating strategy to improve the performance of the acquired company through its
investment approach, Catchment Strategic Transformation (“CaST”), through which Catchment
seeks to create a persistent focus and alignment around strategic initiatives to drive value and
generative growth. These initiatives are crystalized through an exit press release and a step by step
vision creation plan to create alignment amongst all stakeholders. Following a strategic
transformation, Catchment seeks to prime companies for exit to trade buyers understanding their
synergistic properties, as well as for sale into the liquid pool of mid- and upper-mid market,
specialist and multi-sector, sponsors paying premium multiples for scale companies with
compelling and proven growth roadmaps.

       There can be no assurance that Catchment will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

       Deal Sourcing and Due Diligence. Catchment markets its investment criteria to its deal
source network with frequent mailings, telephone calls, public relations, conference attendance
and in-person meetings. Once a potential investment is identified, Catchment develops an
investment thesis and, through a detailed due diligence process, seeks to verify such thesis and

investigate the major business risks. As part of its diligence process, Catchment completes a
detailed analysis of an industry including contacting a target company’s customers and vendors,
trade organizations, Catchment’s contact network and, in certain instances, industry consultants.

        Develop Restructuring and Operating Plan. Senior members of the professional and
operating staff of Catchment and its affiliates develop a restructuring and operating plan prior to
the close of each transaction focusing on the target’s strengths, weaknesses, competitive position,
industry trends and other relevant factors.

        Build Management Team. Catchment may supplement or replace the management team at
a new portfolio company or advise the existing management team on ways to improve
performance. Catchment and its affiliates routinely search for highly qualified senior managers
and often identify qualified candidates prior to making the next investment. In certain instances,
operating professionals of Catchment or its affiliates will fill key management roles (including
chief executive officer or chief financial officer) on an interim basis immediately following closing
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