Core Industrial Partners LLC

Item 5. Fees and Compensation

CORE and its General Partners receive compensation from a combination of management fees, carried
interest allocations and other fees payable by or in respect of portfolio or prospective portfolio companies.
Investors in the Funds also bear certain expenses, as described below. The Funds are also responsible for
bearing certain expenses as detailed below and in each Fund’s Operative Documents. Finally, the portfolio
companies reimburse CORE or the Funds for certain expenses advanced on their behalf. The below is a
brief summary of the fees and compensation CORE is entitled to receive; however, differences exist from
Fund to Fund and the Operative Documents for each Fund set forth in greater detail the relevant fee and
expense structure. Investors should consult these documents for further information on fees and expenses.

Management Fees

Generally, the Funds pay CORE a management fee (the “Management Fee”) equal to 2% per annum of
investor capital commitments which are held by investors not designated as “affiliated partners” by the
relevant General Partner. Assessed quarterly in advance, Management Fees are initially calculated based
on an investor’s capital commitment. Thereafter, upon the earlier of the expiration of a Fund’s investment
period or the date a successor fund (defined as another pooled, multiple-investment vehicle the primary
purpose of which is substantially similar to the investment objectives of the Fund) is established and has
begun paying Management Fees, or six months after a cessation event (as defined in the Operative
Documents) then beginning on the next payment date the Management Fee will equal 2% of invested capital
(i.e., the cost basis of portfolio company investments then held by the applicable Fund, reduced by any
investments that have been permanently written down or written off for U.S. federal tax income purposes,
depending on the Fund). Generally, investors participating in a subsequent closing after the initial closing
of a Fund are responsible for paying the Management Fee as of the date of the initial closing of such Fund,
plus interest, as applicable. In addition, Management Fees are payable during term extensions unless
otherwise notified to investors.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value of
individual investments, aggregate investments in a portfolio company or of a Fund, including following the
stepdown date, and will not be required to be reduced in connection with any write-downs (whether
temporary or permanent), except in the case of investments that have been permanently written down.
Permanent write-down determinations are made in the discretion of the valuation committee in accordance
with the relevant Operative Documents and the Firm’s valuation policy. Except where the Operative
Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in part)
in the case of partial distributions (e.g., those resulting from a dividend recapitalization), partial sales,
reorganizations, restructurings, roll-over investments or similar transaction, 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 such Fund’s investment or ownership percentage in a portfolio company has been reduced as a
result of such transaction. In addition, Management Fees generally will not be reimbursed or refunded
under the Operative Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period. Further, where there has been a partial disposition or
permanent write-down of a Fund’s investment and the fair market value of the investment following such
event exceeds the total amount of the Fund’s investment contributions relating to the investment, the
Operative Documents do not require Management Fees after the stepdown date to be reduced. In most
circumstances, the post step-down Management Fee base will include capitalized transaction-specific fees
and expenses of unrealized investments, including transaction fees charged by CORE in connection with
the investment, which poses a conflict of interest in that the inclusion of such fees and expenses results in

a higher Management Fee than if such transaction fees and expenses were not capitalized into the asset
base.

CORE is permitted, in its discretion, to waive all or a portion of the Management Fee attributable to certain
investors. Specifically, none of the General Partners, CORE, their affiliates or any of their respective
directors, officers, managers, employees (including those employees investing through a General Partner)
or Operating Executives are expected to bear any portion of the Management Fee.

Management Fees will generally be reduced by, as applicable: (i) the amount of fees paid by a Fund to
entities or persons acting as a placement agent in connection with the offer and sale of interests in such
Fund; (ii) costs incurred by CORE in connection with the organization of such Fund that exceed a limit as
specified in such Fund’s Operative Documents; and (iii) certain supplemental fees and compensation with
respect to portfolio investments, including closing fees, investment banking fees, placement fees,
commitment fees, breakup fees, litigation proceeds from transactions not consummated, monitoring fees,
consulting fees, directors’ fees and other similar fees (whether in the form of cash, securities or otherwise)
(together, “Portfolio Fees”). For Fund II, Portfolio Fees will not be offset until the aggregate amount of
such fees during a calendar year equals an amount as specified in the Fund II Operative Documents. Any
Portfolio Fees with respect to an investment or potential investment (including a transaction not
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Item 7. Types of Clients

CORE provides discretionary investment advice to the Funds, which are private investment vehicles that
are exempt from registration pursuant to section 3(c)(1) and 3(c)(7) the Investment Company Act of 1940,
as amended (the “Investment Company Act”).

The investors participating in the Funds come from a diversified base of institutional investors including
endowments, insurance companies, public pensions, corporate pensions, foundations, asset managers,
family offices and fund of funds. They also include CORE employees, members of their families and
Operating Executives.

Interests in Funds are sold only to investors who meet qualification requirements under applicable securities
laws. With the exception of the employee affiliate vehicles, the Funds generally limit their respective
investors to (i) “accredited investors” as defined in the Securities Act of 1933, as amended (“Securities
Act”) and (ii) “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment
Company Act. Investors in the Funds must also meet certain other suitability qualifications. Fund interests
are not made available to the general public; their securities are not registered or required to be registered
under the Securities Act; and Fund interests are privately placed to qualified investors. Qualified investors
include individuals or entities to which Fund interests are permitted to be sold, which generally includes (i)
in the United States, people or organizations who meet certain net worth, income and/or financial
sophistication requirements as described above or (ii) in other countries, as permitted by the relevant
securities laws in such jurisdiction and in compliance with any foreign offering provisions applicable to
CORE and/or the Funds.

The Funds typically require capital commitments from each investor of at least $5 million, depending on
the Fund, although the applicable Fund’s General Partner has, in its sole discretion, accepted lesser amounts.

CORE will generally pursue all appropriate investment opportunities through its Fund vehicles, subject to
certain limited exceptions. As referenced in Item 4 above, for certain investments, CORE offers co-
investment opportunities to certain investors who make their investment directly into a portfolio company
or its holding or operating company. CORE also permits employees and affiliates of the Firm to invest
alongside a portfolio company in an affiliate co-investment vehicle. CORE does not consider these direct
or employee and affiliate co-investments to be a Fund or a client, does not act as the investment manager to
such co-investments, does not charge Management Fees and/or Carried Interest to the co-investments, does
not have custody of the co-investments and does not include the amount of assets of such co-investments
in the Firm’s regulatory assets under management. In direct co-investment opportunities, CORE will
perform management, advisory and other services for the portfolio companies in which these co-investment
vehicles invest alongside the Funds, generally at no additional cost to such vehicles except portfolio
company fees and expenses (which such fees and expenses are recorded at such portfolio company).

Opportunities to participate in co-investment transactions arise when CORE has the opportunity for an
investment in an existing or prospective portfolio company and CORE determines that (i) an investment
requires additional capital, (ii) all or a portion of the applicable opportunity is not required to be offered to
a Fund, (iii) the full investment opportunity is not appropriate for a Fund, whether due to concentration
restrictions contained in a Fund’s Operative Documents or otherwise or (iv) CORE believes the Fund will
benefit from the participation of the co-investor(s). Such determinations are based on the provisions of the
applicable Operative Documents, including side letter agreements, agreements with lenders and such other
factors as CORE will consider in its sole discretion, including those specified in its policies on investment
allocation and co-investments.

While one or more investors in the Funds are on occasion invited to co-invest in a Fund’s portfolio company,
CORE is authorized in its sole discretion to offer any or all of a co-investment opportunity to investors that
are not investors in the Funds. Opportunities to participate in a co-investment will often be made to
investors as well as to third parties, including, without limitation, management or founders of the applicable
portfolio company, co-sponsors, strategic investors, lenders, investment bankers, deal sources (including
finders and consultants), other sponsors (including other private equity or venture capital firms), service
providers, Operating Executives, sector experts, strategic advisors, other persons or entities affiliated,
associated or otherwise known to CORE or its personnel. Additionally, certain individuals who source
transactions or provide financing have in the past and are expected in the future to negotiate co-investment
rights or co-investment priority rights as a component of their compensation. In certain cases,
determinations to allocate such amounts or investment opportunities to vendors or service providers will be
made prior to the determination of the availability of opportunity for other co-investors, and as such
generally will decrease the amount of co-investment opportunities available. Subject to any restrictions
contained in the Operative Documents of the relevant Fund or any side letter or other terms negotiated with
respect to such Fund (which in the case of Fund I, grants co-investment priority rights to certain investors),
in general no investor has a right to participate in any co-investment opportunity. CORE’s exercise of
discretion in allocating co-investment opportunities will not always result in proportional allocations among
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