CHS Capital LLC

FEES AND COMPENSATION

         In general, the General Partners receive a Management Fee (as defined below) and a carried
interest in connection with advisory services. The General Partners or other CHS Capital entities
or affiliates receive additional compensation, including transactional consulting compensation, in
connection with management and other services performed for portfolio companies of Funds and
all or a portion of such additional compensation will offset in part the management fees otherwise
payable to the applicable General Partner. Investors in the Funds also bear certain fund expenses.

Management Fees

        The CHS Funds each have paid their respective General Partners a management fee in an
amount set forth in the respective Partnership Agreement. Fund IV, as well as the Co-Invest Fund,
currently do not pay a management fee. Fund V pays the Fund V GP a management fee equal to
1.00% (on an annual basis) of Fund V’s invested capital.

         During its investment period, the Shorehill Fund will pay its General Partner a management
fee initially equal to 2.00% of the aggregate commitments from investors, as more fully described
in the Shorehill Fund’s Partnership Agreement. The Shorehill Fund management fee is expected
to be reduced following the occurrence of specified events described in the Shorehill Fund’s
Partnership Agreement.

        The management fees payable by the CHS Funds and Affiliated Adviser Funds are referred
hereto as the “Management Fees.”

        The Fund V management fee has been reduced following the occurrence of specified events
described in the Fund V Partnership Agreement. As further described in the CHS Funds’
Partnership Agreements, the Management Fee for each CHS Fund generally has been, and will be,
reduced by a portion of the directors’ fees, monitoring fees, closing fees and other fees or other
compensation received by a General Partner or its affiliate acting, directly or indirectly, on behalf
of the applicable CHS Fund from the portfolio companies in which such CHS Fund invests.

         The Management Fee will be further reduced in whole or in part by breakup fees and other
costs received by the Advisers from transactions not consummated by the relevant CHS Fund (in
each case, net of any amount necessary to reimburse the CHS Fund, the General Partner or its
affiliates for all costs and expenses incurred by them in connection with all consummated or
unconsummated transactions or in connection with generating any such fees and not previously
reimbursed), but not including any amount received by the General Partner or its affiliate from
portfolio companies as reimbursement for out-of-pocket expenses directly related to such portfolio
companies (collectively, “Breakup Fees”).

       Additionally, as further described herein and in the applicable Memorandum and/or
Partnership Agreement of each Fund, CHS Capital expects from time to time to retain certain
operating partners or executive advisors (together, “Operating Partners”) to provide services to
(or with respect to) one or more Funds or certain current or prospective portfolio companies in
which one or more Funds invest. Such Operating Partners generally provide services, which may
include serving in management or policy-making positions for portfolio companies. Operating
Partners generally receive compensation, including, but not limited to, transaction consulting fees.
No such compensation will offset the Management Fee. The use of Operating Partners subjects
CHS Capital to conflicts of interest, as discussed under “Conflicts of Interest,” below.

        In accordance with each CHS Fund’s Partnership Agreement, the Management Fee will be
payable until all portfolio investments are distributed or until the General Partner’s relationship
with the applicable CHS Fund is terminated for other reasons. Each Partnership Agreement permits
the General Partner to exercise broad discretion with respect to the timing of portfolio investment
distribution in order to seek higher values for the relevant investment; however, such discretion is
subject to certain consents, including investor consents, set forth in each CHS Fund’s Partnership
Agreement.

         In accordance with Shorehill Fund’s Partnership Agreement, after payment of any amounts
necessary to reimburse the General Partner for all unreimbursed due-diligence, legal and other
third-party costs and expenses incurred in connection with consummated or unconsummated
transactions, the management fee payable by the Shorehill Fund for each year generally will be
reduced by 50% of its non-affiliated partners’ pro rata share of all transaction fees, management
fees, directors’ fees, break-up fees, and other fees (collectively, “Shorehill Portfolio Fees”)
received by the General Partner or any employee thereof until such reduction amount equals for a
given year the greater of (x) the dollar amount equal to the product of 0.875% and the book value
of all portfolio companies as of the start of such Management Fee year, as reflected in the Shorehill
Fund’s financial statements and (y) $2 million, and will be reduced by 100% of such Shorehill
Portfolio Fees thereafter.

        As permitted under the applicable Partnership Agreements, CHS Capital may waive or
reduce the Management Fee when certain circumstances are met. Certain waived or reduced
portions of the Management Fee are treated by the applicable Partnership Agreement as a deemed
capital contribution by the relevant General Partner, which is effectively invested in the relevant
Fund on such General Partner’s behalf, and operates to reduce the amount of capital such General
Partner would otherwise be required to contribute to such Fund. The limited partners of a Fund
may be required to make a pro rata contribution according to their respective Commitments to
fund any contribution that would otherwise be required of the relevant General Partner in
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TYPES OF CLIENTS

       CHS Capital provides investment advice to the Funds, which may include 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 investors

participating in the Funds may 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 may
include, directly or indirectly, principals or other employees of CHS Capital and its affiliates and
members of their families, or other service providers retained by CHS Capital.

       The Funds generally have a minimum investment amount as set forth in the relevant
Partnership Agreements and the Funds’ interests are offered and sold solely to qualified purchasers
(or qualified knowledgeable CHS Capital personnel). Such minimum investment amount may be
waived by the applicable General Partner or Affiliated Adviser.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Historical CHS Funds

        The investment period for Fund IV, Fund V and the Co-Invest Fund (together, the
“Historical CHS Funds”) is complete; accordingly CHS Capital’s activities on behalf of such
Historical CHS Funds with respect to the execution of new investments are currently limited to
identifying and advising regarding follow-on investments related to such Historical CHS Funds’
existing investment portfolios. Descriptions of such activities herein should be read to refer to: (a)
CHS Capital’s activities undertaken during each relevant investment period; (b) to the extent
applicable, activities with respect to such follow-on investments; and/or (c) activities undertaken
by the Affiliated Advisers on behalf of the private funds that have been formed or are in the process
of being formed by them.

        CHS Capital’s investment strategy for the Historical CHS Funds typically has been to
originate and complete equity investments in well-managed companies where CHS Capital can
apply its industry-specific experience, extensive resources and transformational investment
management plans to accelerate earnings growth. CHS Capital seeks to identify companies with
the following characteristics:

   •   Multiple avenues for growth – organically and through acquisitions

   •   Positive industry and market outlook

   •   Strong potential for continued profitability

   •   Excellent management teams

   •   Opportunities to add value through active investment management

        Prior to completing an investment, CHS Capital typically develops a detailed investment
management plan intended to strengthen management teams, identify and complete add-on
acquisitions, improve expense and balance sheet management and institute an active investment
monitoring program. CHS Capital believes this process results in accelerated earnings growth and
reduced leverage leading to numerous exit alternatives and attractive exit valuations.

Investment and Operating Strategy – Historical CHS Funds

       Each Historical CHS Fund seeks a superior rate of return, relative to more conventional
investment alternatives, through investing in equity and debt securities of portfolio companies
which meet the Historical CHS Fund’s investment criteria and by making such other investments
as may be deemed appropriate by the applicable General Partner.

        Focused Investment Origination. CHS Capital sources new investment opportunities
primarily through the activities of its dedicated CHS Capital personnel and other professionals
with significant investing experience. CHS Capital employs a proactive approach to investment
origination that is designed to balance focused efforts with broad market coverage. CHS Capital
employs proprietary industry research, manages relationships with key industry contacts and
intermediaries and work directly with targeted companies. This approach allows CHS Capital to
manage a variety of targeted investment origination efforts in each of these industry sectors.
Quantitative and qualitative information is available firm-wide through proprietary databases and
reports. These tactics typically result in the identification and review of numerous potential
portfolio company investment opportunities each year. Many of these opportunities are sourced
outside of a broad auction process. The vast majority of add-on acquisitions completed by CHS
Capital have been sourced on a proprietary basis as well.

        Targeted Due Diligence. CHS Capital has developed a comprehensive due diligence and
approval process that combines over 25 years of experience with industry-specific third party
resources. Prior to investment, CHS Capital seeks to confirm a target company’s fit with
established focus areas and CHS Capital experience. In addition, macro-economic and competitive
trends are assessed to ensure a business environment consistent with the goals of the CHS Capital
investment management plan and expected return on investment. Numerous CHS Capital
investment professionals (collectively, the “Investment Team”) are involved in the consideration
of each investment. Before an investment is made, CHS Capital typically conducts extensive
industry and competitor analysis, as well as customer, supplier and management reference checks.
Frequently, an accounting firm is retained to validate historical financial results, to help evaluate
various business trends and to assess management information systems and financial controls. In
addition, CHS Capital often retains experts to assist in market and competitive analysis, in-depth
organizational and management reviews, environmental matters, tax planning, insurance and legal
review. CHS Capital personnel and other executives with relevant industry backgrounds, along
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