Clayton Dubilier & Rice LLC

Item 5 - Fees and Compensation

Adviser Compensation

        Certain Funds pay the Adviser an annual management fee (the “Management Fee”) in
accordance with each such Fund’s Partnership Agreement and Management Agreement, as
negotiated collectively with the investors of each such Fund. The Management Fee is payable to
the Adviser in quarterly installments in advance, funded by drawdowns of unfunded capital
commitments of limited partners (“Limited Partners”), by borrowings under a credit facility
secured by such capital commitments or by amounts withheld from proceeds otherwise
distributable to the Limited Partners, in each case in accordance with such Fund’s Partnership
Agreement. In addition, the Adviser expects to receive certain types of fee income from portfolio
companies, such as directors’ fees, consulting fees (including initial consulting services fees and
other consulting fees paid with respect to services provided to portfolio companies), and
monitoring fees (“Fee Income”) related to its business activities. As described further below, the
Management Fee paid by each Primary Fund is reduced by a specified portion of the Fee Income
received by the Adviser with respect to such Fund’s portfolio companies.

       The Management Fee is generally calculated as 1.5% of capital commitments of Limited
Partners to the Fund through the earlier of the end of such Fund’s investment period and the date
on which management fees begin to accrue with respect to a successor fund. Thereafter, the
Management Fee is generally calculated as a specified percentage of certain capital that has been
invested by the Fund as specified in the relevant Fund’s Partnership Agreement. However,
Management Fees are subject to modification, waiver or reduction in certain limited circumstances
and certain of the Funds (including a number of Co-Investment Vehicles and other special purpose
vehicles) pay no Management Fee.

        The Management Fee calculated with respect to each Limited Partner is typically subject
to reduction in each installment period for certain amounts, including: (i) contributions made by
such Limited Partner to the Fund to pay any placement fees paid or payable by the Fund (with the
result that placement fees are borne by the Adviser); (ii) such Limited Partner’s pro rata share of
organizational expenses paid or payable by the Fund, to the extent they exceed a specified amount
set forth in the relevant Fund documents; and (iii) such Limited Partner’s pro rata share of a
specified percentage (specified in the relevant Fund documents) of Fee Income received by the
Adviser or certain of its affiliates. Fee Income received in respect of any investors or prospective
investors other than a Primary Fund (including in respect of certain Co-Investment Vehicles) is
retained by the Adviser in accordance with the relevant Partnership Agreements, and does not
reduce the Management Fee with respect to any Fund. The payment of monitoring fees may be
accelerated upon certain liquidity events with respect to a portfolio company, such as an initial
public offering or change of control, in accordance with the Adviser’s acceleration policy if a Fund
continues to hold an interest in, and the Adviser is expected to continue to provide services to,
such portfolio company after the occurrence of such liquidity event.

        The Management Agreements of the Funds generally provide that, upon termination of the
Management Agreement, the Adviser shall repay to the Fund or to a replacement manager, as
directed by the Fund’s general partner, the unearned portion (computed on the basis of the number
of days elapsed), if any, of any Management Fees previously paid to the Adviser.

        From time to time, the Adviser’s employees, affiliates and/or strategic partners receive
discounted goods or services and/or other benefits from certain portfolio companies or other
providers. Such discounts are similar to those provided to management or employees of the
portfolio companies. The Adviser has a portfolio company discounts policy, among other
compliance policies, in place to address any potential conflicts of interest that may arise from
receipt of any material discounts or complimentary services. When entering into contracts with
vendors of portfolio companies for goods or services to be provided to the Adviser itself, the
Adviser will receive discounts from such vendors that are on substantially the same terms as those
negotiated on behalf of the Adviser’s portfolio companies. Discounts provided to the Adviser do
not reduce the amount or extent of discounts received by the Funds or portfolio companies.

       Item 6 below discusses the distribution of carried interest, and additional performance-
based compensation paid to certain related persons of the Adviser.

Allocation of Fees and Expenses

        The Funds (and indirectly their partners) also bear (to the extent not reimbursed by a
portfolio company) certain costs and expenses incurred by the Adviser and/or its affiliates in
connection with the operation and activities of the Funds. These expenses include (i) expenses
incurred in connection with identifying, evaluating, researching, structuring and negotiating
proposed Fund investments (including those that are not ultimately consummated by the Funds)
and the acquisition, management, holding (including overhead and other expenses incurred by local
entities formed by the Adviser or its affiliates in connection with operating and managing certain
of the Funds’ European holding companies), sale, proposed sale, appraisal and valuation of Fund
investments (including, among other things, legal, consulting, portfolio procurement, supply chain
and accounting expenses, professional fees, costs associated with research, attendance at related

industry conferences and trade association memberships and, where contemplated by the applicable
...

Item 7 - Types of Clients

        As described in Item 4 above, the Adviser’s sole clients are the Funds. Limited Partners in
Funds (other than Co-Investment Vehicles) are generally required to make a minimum
commitment of $20 million, but the applicable general partner has the discretion to waive, and has
previously waived, this minimum commitment. Limited Partners in Co-Investment Vehicles are
generally not required to make any specific minimum commitment. Limited partner interests in the
Funds will generally be purchased by investors that are (i) “accredited investors,” as defined in
Regulation D of the U.S. Securities Act of 1933, as amended, and (ii) (other than with respect to
certain Co-Investment Vehicles) “qualified purchasers” for purposes of section 3(c)(7) of the
Investment Company Act of 1940, as amended.