Center Rock Capital Partners LP

FEES AND COMPENSATION

        In general, Center Rock receives a management fee (the “Management Fee”) and a carried
interest in connection with the provisions of its advisory services provided to the Funds. Center
Rock and/or its 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 part the Management Fees (as defined below) otherwise payable to Center Rock
subject to the terms of the Governing Documents. Investors in the Funds also bear certain
expenses. A summary of the Fund’s anticipated fees and expenses follows, but investors should
review the Governing Documents for details regarding fee structure and expenses.

Management Fees

        Each Fund (except Center Rock Capital Partners Executive Fund I, LP) pays a
Management Fee equal to 2% on an annual basis of aggregate capital commitments
(“Commitments”) of investors that are not designated as “affiliated partners.” Payments are made
quarterly in advance. Upon a date specified in the Governing Documents (the “Stepdown Date”),
the Management Fee will equal 2% of (i) the aggregate investment contributions, plus (ii) the
aggregate amount of any unrecouped bridge financing contributions, less (iii) the aggregate amount
of investment contributions with respect to the portion of each investment that has been disposed

of or completely written-off for U.S. federal income tax purposes, in each case with respect to
investors not designated as “affiliated partners” and, in the case of Center Rock Capital Partners
Fund II, LP and Center Rock Capital Partners Fund II-A, LP only, plus (iv) the aggregate amount
of any outstanding borrowings. Investors participating in a subsequent closing after the initial
closing date generally will be assessed Management Fees retroactive to the initial closing date,
with interest. Installments of the Management Fee payable for any period other than a full three-
month 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 (including interest expenses) and the amount of any capitalized
Transaction Fees (as defined below) or expenses, including costs of Operations Group members)
made by the relevant Fund relating to the Fund’s aggregate investment(s) in any portfolio company
made by the relevant Fund that have not been fully realized or completely written off for U.S.
federal income tax purposes (such completely written off investments, “Impaired Value
Investments”), as further described below. Due to differences in the criteria set forth in their
respective Governing Documents, in the event where more than one Fund participates in an
investment, there is the possibility that an investment will become an Impaired Value Investment
for purposes of one Fund’s Governing Documents but not those of one or more other Funds.

         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 applicable 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 fully realized investments or
investments meeting the relevant Impaired Value Investment standard under the Governing
Documents. Following the Stepdown Date, portfolio company investments that have been partially
disposed of and Impaired Value Investments will only reduce the Management Fee to the extent
that, as of the date of the relevant event, the aggregate value of all remaining investments in such
portfolio company is less than the aggregate investment contributions with respect to all existing
and former investments in such portfolio company.

        As a result, 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 fully realized investments or 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 partial sale) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions, in each case in circumstances that do not result in the complete disposition of the
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TYPES OF CLIENTS

          Center Rock provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Center Rock’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 the Adviser and
its affiliates and members of their families, Special Consultants or other Service Providers retained
by Center Rock (which generally are permitted to invest through the Executive Fund or the relevant
General Partner) or a Fund.

       The Funds generally have a minimum investment amount of $5 million for third-party
investors, which can be waived by the General Partner. Fund interests are generally offered and
sold solely to persons that are (i) “accredited investors,” as that term is defined in Regulation D
promulgated under the U.S. Securities Act of 1933, as amended, (ii) “qualified clients,” as that
term is defined under the Advisers Act and the rules and regulations promulgated thereunder, and
unless waived in the discretion of the General Partner, “qualified purchasers,” as that term is
defined under the Investment Company Act and the rules and regulations promulgated thereunder
(or certain qualified knowledgeable Center Rock personnel).

        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. There
generally is 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.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Center Rock seeks to execute a strategy of primarily making deep-value, control
investments in lower middle market businesses (<$50 million of EBITDA and $250 million of
enterprise value) within protected niches of the industrial sector, including industrial
manufacturing, service and value-added distribution (the “Target Market”). Center Rock seeks
to acquire companies within the Target Market that can be purchased at discounts due to high
degrees of complexity arising from performance or transactional challenges.

        Center Rock, on behalf of the Funds, will typically seek to make control investments of
$50-100 million in lower middle market industrial companies, typically with less than $50 million
of EBITDA (including negative EBITDA), that are headquartered in North America. Companies
in which the Fund seeks to invest will typically serve both domestic and global customers through
multi-national operations within the industrial manufacturing, industrial service, and industrial
value-added distribution sectors. Center Rock anticipates that the Funds will primarily seek to
invest in transactions with individual enterprise values below $250 million in which the Funds will
have a controlling interest and typically greater than 50% of the equity, although the Funds may
in certain circumstances pursue investments with larger individual enterprise values and/or shared
control and/or public companies.

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

Investment and Operating Strategy

       Center Rock is committed to seeking attractive rates of return with asymmetric risk that is
uncorrelated to general macroeconomic conditions. Center Rock will seek to employ a disciplined
investment strategy and processes that are consistent with the Center Rock team’s extensive prior
investment and improvement experience. In summary, Center Rock’s investment strategy
primarily involves seeking to:

          Acquire control positions in strong industrial franchises in the lower middle market of
           historically attractive protected niche industries, while being mindful of economic
           cycles and macro-trends over the investment period;

          Invest at a discount to prevailing market valuations or historical company valuations
           because of high degrees of complexity resulting from performance or transactional
           challenges that discourage other potential investors;

          Reduce complexity in portfolio companies by improving performance or reducing risk
           through the application of codified processes and tools that have historically created
           value for portfolio companies in the Target Market; and

          Improve management execution by working closely and consistently with management
           through direct “hands-on” engagement to identify, prioritize, plan and measure
           portfolio company performance improvement activities.

       The Funds also reserves the right to make debt investments, including as a means of
acquiring control of a company.

Risks of Investment and Conflicts of Interest

        Each Fund and its investors bear the risk of loss that Center Rock’s investment strategy
entails. The risks and conflicts of interest involved with Center Rock’s investment strategy and
an investment in the Fund include, but are not limited to, those described below.
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