Centerview Capital Management LLC

FEES AND COMPENSATION

        In general, the Advisers have received a Management Fee and carried interest in connection
with their advisory services to the Private Investment Funds. The Advisers or their affiliates may
receive additional compensation in connection with management and other services performed for
portfolio companies (e.g., monitoring, transaction fees, closing fees, breakup fees, directors’ fees
and other fees) of Private Investment Funds. Investors in a Partnership also bear certain fund
expenses.

       The Management Company may receive transaction fees, advisory fees, directors’ fees,
investment banking fees, break-up fees or other similar fees realized with respect to investments
or proposed investments by the Fund (“Fee Income”). Such Fee Income will first be applied to
unreimbursed out-of-pocket expenses related to the applicable transaction and thereafter will be
paid to the Management Company or its affiliates; provided, that up to 80% of any excess Fee
Income after payment of such out-of-pocket expenses will be used to reduce the Management Fees
otherwise payable by the investors by an identical amount. To the extent any application of the
foregoing sentence would reduce the Management Fee for any three month period below zero,
such credit against the Management Fee will be carried forward for future application.

        Centerview Partners LLC, a registered broker-dealer and an associated party of the General
Partner, may seek to perform investment banking and other services on an arm’s length basis for
portfolio companies and the Fund in exchange for fees; except that Centerview Partners LLC will
not charge the Fund or any portfolio company any fees with respect to financial advisory services
rendered in connection with the Fund’s making of an investment in a portfolio company. Such fees
may include financial advisory fees or fees in connection with restructurings, recapitalizations and

dispositions of portfolio companies. Such fees will not exceed the maximum range to be set forth
in a schedule to the Fund’s Partnership Agreement. The fee schedule may not be amended without
the approval of the Advisory Board. Such investment banking and other compensation will not be
shared with the Fund or its investors. Additional information regarding the activities of
Centerview Partners LLC can be found in “Methods of Analysis, Investment Strategies and Risk
of Loss − Conflicts of Interest.”

       The Employee Fund is not subject to a Management Fee or carried interest.

Carried Interest

       The General Partner is entitled to receive a carried interest with respect to the Fund equal
to 20% of all realized profits after payment of an 8% preferred return, subject to a General Partner
catch-up provision, as more fully described in the Partnership Agreement of the applicable
Partnership. The carried interest distributed to the General Partner is subject to a potential
giveback on an interim basis and at the end of life of the Partnership if the General Partner has
received excess cumulative distributions.

Other Information

       The General Partner may exempt certain investors in the Fund from payment of all or a
portion of Management Fees and/or carried interest, if applicable, including the General Partner
and any other affiliate of the General Partner so designated by the General Partner. Any such
exemption from Management Fees and/or carried interest is typically made by a direct exemption.

        The Partnerships and other Private Investment Funds invest on a long-term basis.
Accordingly, investment advisory and other fees are expected to be paid, except as otherwise
described in the Partnership Agreement, over the life of the relevant Partnership (or the relevant
Private Investment Fund, as applicable), and investors generally are not permitted to withdraw or
redeem interests in the relevant Partnership (or other relevant Private Investment Fund, as
applicable).

       Principals or other employees of the Advisers may receive a portion of the Management
Fee, carried interest or other compensation received by the Management Company, the General
Partner or their affiliates.

        In addition to the Management Fee and carried interest, if any, payable to the Management
Company and General Partner, as applicable, each Partnership bears certain expenses. As set forth
in the Partnership Agreement for the applicable Partnership, each Partnership bears all Partnership
expenses to the extent not paid by portfolio companies, (including by amounts received in
connection with the termination, cancellation or abandonment of a potential Investment that is not
consummated): (i) organizational expenses up to the expense cap specified in the Partnership
Agreement; (ii) any and all costs and expenses incurred in connection with the acquisition or
disposition of investments (whether or not consummated), including expenses paid by the
Partnership with respect to potential investments that are not consummated, private placement
fees, sales commissions, appraisal fees, taxes, brokerage fees, underwriting commissions and
discounts, and legal, accounting, investment banking, consulting, information services, travel and
professional fees related to the discovery, investigation, development, making, management and

disposition of investments (whether or not consummated); (iii) any and all costs and expenses
incurred in connection with the carrying or management of investments, including custodial,
trustee, record keeping and other administration fees; (iv) any and all expenses incurred in
connection with the Partnership’s financial statements and reports, tax returns, K-1’s (or similar
schedules) and other communications with Partners; (v) any and all fees and disbursements of
attorneys and accountants (excluding in-house attorneys’ and accountants’ salaries and bonuses)
relating to Partnership matters (to the extent not investment expenses); (vi) any and all taxes and
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TYPES OF CLIENTS

        The Advisers provide investment advice to Private Investment Funds, including the
Partnerships. Private Investment Funds are 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 “Investment Company Act”). The investors
participating in Private Investment Funds may include individuals, banks or thrift institutions,
other investment entities, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and may include, directly or indirectly,
principals or other employees of the Advisers and their affiliates.

       The Fund generally has a minimum investment amount of $10 million. Such minimum
investment amount may be waived by the General Partner. Interests in the Fund are generally
offered and sold solely to investors that are (i) “accredited investors” as defined under Regulation
D of the Securities act of 1933, as amended and (ii) either “qualified purchasers” or
“knowledgeable employees” as defined under the Investment Company Act. Interests in the
Employee Fund are offered and sold solely to sophisticated investors who are also accredited
investors.

        Certain limited partners of the Partnerships and other third party investors may be permitted
to co-invest directly in a particular portfolio company or in a holdings company which holds the
equity in the portfolio company directly. The Advisers will select which investors are permitted
to participate in such co-investment opportunities based on various factors, including the
sophistication of the investor, the ability of the investor to fund and complete the investment on a
timely basis and for strategic or other reasons. The Advisers are generally not obligated to make
co-investment opportunities available to any particular investors or limited partners, subject to
certain exceptions.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

       The Partnerships have focused on making investments in consumer and consumer-related
companies. The Advisers’ investment advisory services consist of identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and
achieving dispositions for investments. Investments are predominantly of non-public companies
although investments in public companies are permitted.

       The Advisers’ investment strategy for the Partnerships has focused on making both control
and non-control capital investments in companies where the Advisers believe that they can apply
their extensive management, operations and strategic expertise that, in partnership with

management, can meaningfully improve a company’s market position, operations, revenue and
earnings and, ultimately, enterprise value.

       The Advisers have been particularly focused on companies that they believe have leading
market positions, emerging or established brands and enduring products or services and/or
organizational competitive advantages. Market leading companies (including those with strong
brands) have been particularly attractive to the Advisers, as they believe strong market positions
can often obscure operational shortcomings (or missed revenue opportunities) and that the
Advisers can leverage their management expertise to generate value in such instances.

       The following is a summary of the investment strategies and methods of analysis generally
employed by the Advisers on behalf of the Partnerships. More detailed descriptions of the
Partnerships’ investment strategies and methods of analysis are included in the private placement
memorandum for the Fund and the Partnership Agreement for the applicable Partnership. There
can be no assurance that the Advisers will achieve the investment objectives of the Partnerships,
and a loss of investment may be possible.

Investment and Operating Strategy

        The Advisers have sought to take an active role in the strategy and operations of each
portfolio company in which the Partnerships invest, primarily through maintaining one or more
board seat(s) as well as other means of having strong influence over the company’s direction. The
Advisers have focused on middle and upper-middle market companies in the consumer and
consumer-related industries and sought investment opportunities in companies with one or more
of the following characteristics:

          provide products or services to consumers, or that supply critical products or services
           to consumer companies

          possess strong underlying potential for the Advisers and management to improve their
           revenues, operations/cost structures or free cash flows;

          provide the opportunity for the Advisers to control or exert significant influence over
           strategy and operations in partnership with like-minded management, investors and
           strategic partners;

          companies with respect to which the Advisers believe they can leverage their industry
           experience and relationships to create and/or accelerate growth; and

          have lower-risk equity capital profiles.

       The Advisers have sought to leverage their broad network in addition to their relationship
with the investment banking and advisory business of Centerview Partners (as defined below), as
appropriate, to both source and execute transactions.

       The Advisers’ investment process consists of three main areas:

        Sourcing and Screening. The Advisers have sought to apply the industry networks of the
Principals and Centerview Capital and Centerview Partners platform to identify investment
opportunities. The Advisers conduct rigorous upfront screening of investment opportunities
against the investment criteria of the Partnerships in an effort to ensure the effective and productive
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