G Scott Capital Partners LLC

Fees and Compensation

The GS Fund

The terms and conditions for participation in the GS Fund, including management fees, the
carried interest, conflicts of interest, and risk factors are set forth in the GS Fund Documents.
The fees payable by the GS Fund are not negotiable.

As general partner of the GS Fund, GSCP is entitled to receive from the GS Fund a management
fee in respect of each limited partner of the GS Fund quarterly in arrears (the “Management Fee”)
equal to (1) 0.5% (2.0% per annum) of the aggregate capital commitments of each limited partner
during the investment period and (2) thereafter, 0.5% (2.0% per annum) of the aggregate capital
contributions of each limited partner made in respect of the portfolio-company investments of
the GS Fund representing a return of capital and the cumulative amount of any write-downs on
the portfolio-company investments of the GS Fund. The investment period ended on September
22, 2019.

GSCP and its affiliates may receive from the portfolio-company investments of the GS Fund
certain fees, including monitoring fees, advisory fees, and closing fees. These fees reduce the
amount of the Management Fee paid by the GS Fund as set forth in the GS Fund Documents.

Further, GSCP has received a carried interest on distributions from the GS Fund that is equal to
25% of the preferred return amount (calculated at the rate of 8% per annum compounded
annually from the date of drawdown to the date of distribution) distributed to each limited
partner after the limited partner receives distributions equal to the aggregate amount of capital
contributions made by the limited partner to the GS Fund, plus 20% of any distributions made to
the limited partner thereafter.

GSCP does not directly debit the fees payable to GSCP by the GS Fund from its assets. Typically,
an invoice is generated to reflect fees payable in arrears. Because the GS Fund does not engage
in brokerage transactions, it does not typically incur brokerage and other transaction costs, such
as custodial fees. There is additional information about costs associated with securities
transactions in the section of this brochure entitled “Brokerage Practices.”

Investment LLCs
GSCP generally does not receive separate compensation for advisory services rendered to the
Investment LLCs. However, GSCP may agree with one or more Investment LLCs to receive
separate compensation. For example, an Investment LLC may agree to pay GSCP a carried
interest based on profit distributions received by the Investment LLC from its portfolio-company
investment. The carried interest would be determined in accordance with the achievement by
the Investment LLC of certain rate-of-return thresholds.

Gaylord Bros., Inc.

GSCP has entered into a management agreement with Gaylord Bros., Inc. pursuant to which GSCP
provides the company and its subsidiaries with business and organizational strategy and financial
and investment management services. Gaylord Bros., Inc. pays a management fee to GSCP, and
the out-of-pocket expenses of GSCP may be paid directly, or may be reimbursed, by Gaylord
Bros., Inc. In addition, Gaylord Bros., Inc. may incur interest charges payable to GSCP if the fee is
not paid in accordance with the terms of the management agreement.

               Performance-Based Fees and Side-by-Side Management

The section of this firm brochure entitled “Fees and Compensation” summarizes the fees and
allocations that GSCP clients pay. The GSCP Fund and the Investment LLCs pay performance-
based compensation, but Gaylord Bros., Inc. does not. Consequently, there is an incentive for
GSCP to favor the GSCP Fund and the Investment LLCs over Gaylord Bros., Inc. GSCP addresses
this conflict of interest by disclosing it clearly in this firm brochure and brochure supplement.

Types of Clients

GSCP is the general partner of the GS Fund, manages the Investment LLCs, and provides
management services to Gaylord Bros., Inc. GSCP may offer investors in its clients the
opportunity to participate in a co-investment fund or parallel fund in connection with certain
portfolio-company investments. The GS Fund and the Investment LLCs are closed to new
investment.

            Methods of Analysis, Investment Strategies, and Risk of Loss

Investment Strategies

GSCP’s investment program aims to generate high financial returns by making direct control
investments in established, lower middle-market companies headquartered in the United States.

GSCP seeks to build equity value in the portfolio-company investments that it makes for its clients
by applying the expertise of its investment team to improve the operations, management quality,
cost structure, market positioning, and overall financial performance of the portfolio companies,
while at the same time pursuing opportunities for accelerated organic growth or growth by
acquisition. GSCP primarily targets buy-ins of family-owned niche manufacturing and services
companies in which the expertise of GSCP personnel and the financial and lending relationships
of GSCP, when combined with the operating skills of portfolio-company management, have the
potential to spur profitable growth. A buy-in is defined as a control investment (generally
involving ownership of greater than 50% of the equity capital) in which existing management
retains a substantial ownership position. This structure is designed to create a true partnership

with a common goal of transforming a small or regional business into a large, integrated
enterprise.

Fundamental Method of Analysis

Given the large number of firms in the lower middle market and the broad range of
intermediaries involved, the GSCP investment team believes that a systematic approach to
managing the sourcing function is essential to maintaining a steady flow of attractive investment
opportunities. This approach has been used with success by the GSPC investment team for over
a decade and includes maintaining a contact database, establishing call and visit frequency,
identifying potential sources of deal flow outside of the intermediary channel, tracking all
investment opportunities through final offers, screening hundreds of offering memoranda for
potential interest, and summarizing sourcing statistics. GSCP and its investment team view such
a rigorous and systematic approach to managing transaction sourcing as critical to identifying
investments.

Risk of Loss

Investing in securities always involves risk of loss that investors in GSCP clients should be
prepared to bear. The investment approach employed by GSCP keeps the risk of loss in mind.
Like other investors, GSCP clients face certain investment risks. Below is a list of some of the risks
that GSCP clients face. The risk factors listed below do not purport to be a complete list of
explanation of the risks involved in an investment in the GS Fund or an Investment LLC. The GS
Fund Documents contain additional information regarding risks associated with an investment in
the GS Fund and the Investment LLCs.

No Assurance of Profit or Appreciation: There is no assurance that investments made by GSCP
on behalf of its clients will be successful. There is normally a limited marketplace for the
securities of a private-equity portfolio company, and the realization of the success of the
investment may require the securities to be sold to other private investors or in a public offering,
or for the portfolio company to be acquired by a larger concern. There can be no assurance that
any of these types of transactions can be arranged with respect to a particular investment.

Dependence on GSCP: The performance of an investment account at GSCP is critically dependent
on the efforts of Mr. Scott and members of his investment team. Biographical information about
them is included in the brochure supplement following this firm brochure. Although they devote
the time and effort that they deem necessary to supervise GSCP client accounts, each may have
other business responsibilities. Their past performance may not be indicative of future results.

Concentration Risk: Concentration of investments in a limited number of issuers within the same
sectors, industries or segments, or geographic regions in the United States can increase
significantly investment risk and portfolio volatility. Each Investment LLC is formed to invest in
only one portfolio company. Further, investments held by the GS Fund may be concentrated in
privately offered securities of a limited number of non-public issuers, primarily in the niche
manufacturing and services sectors or other sectors deemed appropriate by GSCP. The GS Fund

has no fixed limitations as to investing in a particular industry within particular sectors or
particular segments within a sector or industry. The Investment LLCs are, and investment
portfolios of the GS Fund may, as a result, be regarded as concentrated as to sectors, industries,
or segments.

Reliance on Portfolio Company Management: Although GSCP intends to invest client funds in
portfolio companies with strong and stable management, there can be no assurance that the
existing management team of a company in which GSCP clients invest, or any new one, will be
able to operate the company successfully. Furthermore, although GSCP monitors the
performance of each portfolio company in which GSCP clients invest, it is the primary
responsibility of the management of the portfolio company to operate the business on a day-
to-day basis.

Lack of Control: A portion of the investments made by clients of GSCP may represent minority
positions in a portfolio company, with limited ability to influence or control management of the
portfolio companies. Although GSCP generally seeks appropriate shareholder or similar rights to
...