Emblem Group LP

FEES AND COMPENSATION

         In general, the Firm receives a management fee and a carried interest in connection with
the provision of advisory services to its clients. The Management Company or other Firm entities
or affiliates receive additional compensation in connection with management and other services
performed for portfolio investments of the Funds, and such additional compensation will offset in
whole or in part the Management Fees (as defined below) otherwise payable to the Firm to the
extent provided by the Governing Documents. In addition, the Firm is permitted to receive
compensation for management and other services performed in connection with co-investments
made in portfolio investments of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

        Fund I pays the Fund I GP (or an affiliate thereof), quarterly in advance, a management fee
(the “Management Fee”) initially equal to 2.0% on an annual basis of aggregate capital
commitments (“Commitments”) of Investors not designated as “affiliated partners” by the Fund
I GP. Commencing with the first Management Fee due date after the expiration of the investment
period of the Fund or earlier upon the occurrence of certain events as set forth in the Partnership
Agreement, the Management Fee will equal 2% of (i) the aggregate investment contributions made
(or payable to Fund I pursuant to capital call notices then issued or to be issued to repay
indebtedness incurred by Fund I and/or used to fund an investment), less (ii) the aggregate amount
of investment contributions with respect to the portion of each investment that has been disposed
of or permanently written-down, in each case with respect to Investors not designated as “affiliated
partners”; provided that investments in a portfolio investment will be treated as having been
disposed of or permanently written down only to the extent that, as of the date of any such
disposition or write-down, the aggregate fair market value of all remaining Fund I investments in
such portfolio investment is less than Fund I’s aggregate investment contributions made with
respect to such portfolio investment. The Management Fee may be reduced pursuant to a formula
specified in the Partnership Agreement in exchange for structuring a portion of the Fund I GP’s
Commitment as a profits interest. Installments of the Management Fee payable for any period other
than a full quarterly 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. Co-Invest I does not pay a Management Fee.

         As is generally the case in private equity funds, Fund I’s Governing Documents provide
that its 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 Fund I’s Governing Documents, from
the effective date of Fund I until a date specified in its Governing Documents (the “Stepdown
Date”), Management Fees generally will be charged based on a formula tied to the amount of Fund
I’s aggregate Commitments. 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 and the amount of any capitalized
Supplemental Fees (as defined below) or expenses, including expenses of the Operations Group
(as defined below)) made by Fund I with respect to the Fund’s portfolio investments that have not
been realized or permanently written down (such permanently written down investments,
“Impaired Value Investments”).

       Under Fund I’s 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 such investment contributions. Conversely, the
Governing Documents do not require Management Fees to be reduced or refunded following the
occurrence of a temporary write-down, 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 investments
that have been fully realized or investments meeting the relevant Impaired Value Investment
standard under the Governing Documents. For the avoidance of doubt, following the Stepdown

Date, if the fair market value of an investment that has not been fully realized or an Impaired Value
Investment is less than the total amount of aggregate investment contributions relating to such
investments, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely to the extent the fair market value of the aggregate remaining investment(s)
is less than the amount of total investment contributions relating to such investment(s).

        As a result, and as is generally the case for private equity funds, the amount of Management
Fees generally will not correspond with fluctuations in net asset value of individual investments
or of the Fund, including following the relevant investment period, and will not be reduced in
connection with any temporary write downs. 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 recapitalizations including
dividend recapitalizations) or reorganizations, restructurings, roll-over investments, extraordinary
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TYPES OF CLIENTS

         Emblem provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Emblem’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 Emblem and its
affiliates and members of their families, Operations Group members or other service providers
retained by Emblem or a Fund, as well as executives of portfolio investments.

        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.
Alternative investment vehicle sponsors generally have 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.

       Fund I generally has a minimum investment amount of $10 million for third-party
Investors, and Fund I interests are offered and sold solely to qualified purchasers (or qualified
knowledgeable Emblem personnel). Emblem generally is permitted to waive such minimum
investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

Emblem seeks to invest in high quality businesses with structural and operational protections from
risk in the form of valuation, structure, governance and value creation. Emblem intends to execute
on this objective through origination of off-market investment opportunities; meticulous diligence,
structuring; deep transactional experience; attractive portfolio investment value creation
capability; and a highly rewarding environment for talent. Emblem’s management principles,
investment strategy, and organizational design have been constructed to identify, execute and
manage attractive risk-adjusted return opportunities available across private markets.

Investment and Operating Strategy

Emblem intends to principally focus on control investments, or minority investments with approval
over major decisions, in businesses in the U.S. and Canada, in the form of equity, structured equity,
debt or some combination thereof. Emblem expects to invest across various industries, including
the consumer, industrial, healthcare, technology, real assets and/or financial services industries.

Emblem is also permitted, on a selective and opportunistic basis, to (a) invest in non-U.S. and
Canada-based businesses, (b) make private investments in public companies, (c) invest in real
estate, asset interests or claims, and (d) purchase equity or debt securities on the secondary market.
These non-core investments are expected to be focused on the industries in which the Principals
and the broader Emblem team and network have deep knowledge, where there is potentially a
proprietary competitive advantage in the investment dynamic, and where the investment
characteristics and potential return profile fit Emblem’s investment strategy.

Emblem will seek to apply the following investment criteria:
•   Sector: consumer, industrial, healthcare, technology, real assets, and financial services
•   Investment Structure: common equity, preferred or structured equity, convertible debt and
    debt with warrants
•   Governance: focus on (i) control or (ii) minority investments with approval over major
    decisions
•   Target Investment Size: $50 million – $200 million from the Fund (up to $1 billion+
    including direct co-investment)
•   Revenue: $50 million – $1+ billion
•   Enterprise Value: $100 million – $1+ billion

•   Leverage: 0 – 60% depending on the requirements of the transaction

Risks of Investment

        Each Fund and its Limited Partners bear the risk of loss that Emblem’s investment strategy
entails. The risks and conflicts of interest involved with Emblem’s investment strategy and an
investment in a Fund include, but are not limited to:

        Business and Market Risks. The Fund’s investment portfolio is expected to consist
primarily of securities and/or other interests issued by privately held companies, and operating
results in a specified period will be difficult to predict. Such investments involve a high degree of
business and financial risk that can result in substantial losses. In particular, these risks could arise
from changes in the financial condition or prospects of the companies in which the investment is
made, changes in national or international economic and market conditions and changes in laws,
regulations, fiscal policies or political conditions of countries in which investments are made,
including the risks of war, pandemics and the effects of terrorist attacks. The possibility of partial
or total loss of capital will exist and investors should not invest unless they can readily bear the
consequences of such loss.

         Investment in Junior Securities. The securities in which the Fund will invest may be
among the most junior in a portfolio investment’s capital structure and, thus, subject to the greatest
risk of loss. Generally, there will be no collateral to protect the Fund’s investment once made.

        Concentration of Investments; Lack of Diversification. The Fund generally is permitted
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