Gamut Capital Management LP

FEES AND COMPENSATION

The Funds pay Gamut a quarterly management fee and allocate to the General Partner a
performance-based carried interest of an agreed upon amount, each of which is described in
greater detail in the Funds’ offering documents. The amount of such compensation was agreed
upon by the Funds, Gamut and the General Partner, and is set out in the investment management
agreement between the Funds and Gamut (in the case of Gamut’s management fee) and in the
Funds’ governing documents (in the case of the General Partner’s carried interest).

For management of the Funds, Gamut generally is entitled to receive a quarterly management
fee, payable in advance and equal to two percent (2%) per annum of the aggregate commitments
of each Fund’s investors, until the earlier of (i) the end of six years from such Fund’s effective
date or (ii) the time when another pooled investment vehicle with investment objectives
substantially equivalent to those of such Funds managed by Gamut or an affiliate thereof begins
to accrue management fees. Thereafter, Gamut generally is entitled to receive a quarterly

management fee, payable in advance, equal to two percent (2%) per annum of the aggregate
capital contributions of such Fund’s investors (except in the case of any write downs) in respect
of all unrealized investments, including in respect of certain capitalized expenses related thereto.
Gamut is entitled to receive interest on management fees, and, in certain instances, interest on
operating and organizational expenses, from investors admitted to the Funds after its initial
closing date through the final closing. Gamut can waive, modify or reduce the management fee
with respect to any investor in the Funds, including Gamut’s affiliates or employees.

To the extent Gamut or any of its affiliates earns any other fees from portfolio companies,
excluding the pro-rata transaction, consulting or monitoring fees allocable to the investment by
co-investors, such fees will generally be applied to reduce the subsequent installments of the
management fee, subject to reimbursement first of Gamut or its affiliates for any balance of
unreimbursed Funds expenses paid by Gamut or its affiliates.

Management fees are paid by capital contributions from investors to the Funds pursuant to draw
down notices delivered by the General Partner out of the total amount of capital an investor
agrees to contribute to the Funds (i.e., an investor’s “capital commitment”) or are paid out of
cash that is otherwise distributable to the investors in the Funds, including cash held by the
Funds after the disposition of a portfolio investment and before the proceeds are distributed to
investors (i.e., deducted from the assets of the Funds). Management fees may also be paid out of
cash reserves of the Funds. Depending on the circumstances, the General Partner and Gamut may
be afforded substantial discretion in determining whether or not and when the value of a
particular investment should be permanently written down and, in situations where a Fund owns
multiple or different securities in the same portfolio company (characterized as separate
“portfolio investments”), whether that write-down should occur at the portfolio investment level
or the portfolio company level. As a result, the General Partner and Gamut have an greater
incentive to (i) make more speculative investments prior to the end of a Fund’s investment
period and/or any management fee payment date, (ii) hold investments, or retain and not
distribute proceeds longer, and (iii) postpone the decision to dispose of, write off or permanently
write down the value of an investment, and (iv) dispose of, write off or permanently write down
the value at the portfolio company level instead of the portfolio investment level, in each case
than it otherwise would have, if the management fee were solely based on aggregate
commitments in order to receive performance-based compensation earlier and higher
management fees or to help with fundraising. Gamut and its personnel’s commitments to a fund
should tend to reduce these incentives.

In addition, the General Partner and Gamut are afforded discretion to determine the timing and
nature of certain transactions and characterize the proceeds received in respect thereof and will at
times have a conflict of interest in making such determinations. The General Partner may have
an incentive to make these allocations in a way that benefits the General Partner’s ability to
receive, or that increases the amount of, carried interest. In addition, at certain times and in
certain circumstances involving transactions that do not entail the disposition of shares or other
securities relating to a portfolio investment (including a sale, amortization, principal payment,
refinancing, recapitalization, redemption, repayment, exchange, extraordinary distribution or
other similar transaction with respect thereto), the General Partner may, in good faith, determine
the portion of the proceeds of such transactions that would be treated as a return of capital (and
potentially receive carried interest on the remainder of such amounts). For purposes of the

management fee, all or a portion of an investment will be deemed disposed of as a result of a
write-down and the management fee will thereafter be based on the fair value of such
investment; provided that the fair value shall not exceed the capital contributions made in respect
of such investment.

Any such determination will be made by the General Partner, in its discretion, and will be
subjective. When the Funds own multiple or different securities in the same portfolio company
(characterized as separate “portfolio investments”), the General Partner will, in its discretion,
determine whether such separate portfolio investments should be aggregated or disaggregated for
purposes of calculating the adjusted cost of such investment and/or to what extent a given
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TYPES OF CLIENTS

Gamut provides investment advice exclusively to the Funds (and certain Co-Investment
Vehicles). Gamut and its affiliates have entered into separate agreements, commonly referred to
as “side letters,” with certain investors, which have the effect of establishing rights under,
altering, or supplementing the terms (including the economic terms) of the governing documents
of the Funds, in a manner more favorable to such investor than those applicable to other
investors in the Funds. Such rights or terms pursuant to such agreements may include, without
limitation, access to additional information, more favorable liquidity terms and rights to co-
investment opportunities, or other rights or terms deemed necessary in light of particular legal,
regulatory or tax characteristics of an investor.

Interests in the Funds are offered privately to a limited number of sophisticated investors,
including institutional investors (for example, public and private pension funds, governmental
plans, insurance companies, banks, and fund of private equity funds, etc.) and individuals who
qualify to invest in the Funds because they have a sufficiently high income or net worth (for
example, individuals with at least $5 million in investment assets). Gamut generally imposes a
minimum capital commitment of $5 million in connection with investing in the Funds, although
such minimum may be waived in the discretion of Gamut.

Gamut offers, in its discretion, opportunities to co-invest alongside the Funds to co-investors
when a particular investment opportunity exceeds the aggregate allocation to the Funds in excess
of the range described in “Methods of Analysis, Investment Strategies and Risk of Loss” below,
or for other strategic considerations. Co-investors can include (i) co-investment vehicles, (ii)
limited partnerships, other pooled investment vehicles or managed accounts that are affiliates of
Gamut or which are managed by Gamut or an affiliate, (iii) any of the Funds’ investors or any of
their affiliates, (iv) portfolio company management team members, operating partners,
consultants or advisors or (v) any other person deemed appropriate by Gamut. It is anticipated
that such co-investors will also primarily consist of sophisticated investors of the type described
above.

Gamut will be under no obligation to provide co-investment opportunities and could offer a co-
investment opportunity to one or more of the categories of co-investors described above without
offering such opportunity to the other categories and will take into account such factors as it
determines in its sole discretion in allocating any such co-investment opportunities, including its
own interests. Co-investments will generally be made, at the investment level, on economic
terms substantially no more favorable to co-investors than those on which the Funds invests and
any such co-investment generally will be sold or otherwise disposed of at substantially the same
time (and in the case of a partial disposition, in substantially the same proportion) as the Funds’
disposition of its interest in such investment and on economic terms at the investment level
substantially no more favorable to such co-investors than to the Funds.

Gamut could in the future provide investment advice to other funds or accounts that follow an
investment strategy either similar to or different than, the Funds.

                METHODS OF ANALYSIS, INVESTMENT STRATEGIES
                             AND RISK OF LOSS

Gamut’s investment program focuses on making investments in: (i) control or influential
minority equity and equity-equivalent positions and (ii) debt or other securities providing equity-
like returns. The Funds will focus on opportunities typically requiring a $75 million to $200
million equity investment (with the ability to selectively scale up with co-investor support) using
a wide variety of investment types and transaction structures. The Funds will review
opportunities across a range of industries, including Automotive, Aerospace & Defense, Building
Products, Business Services, Chemicals, Consumer/Retail, Distribution, Energy, Healthcare,
Industrials, Industrial Services, Metals,             Mining, Paper/Packaging, TMT and
Transportation/Logistics.

Gamut’s strategy begins with an assessment of the market environment to determine the current
stage of the economic cycle and availability of liquidity. Within this context, Gamut pursues four
entry strategies to create equity-like returns with mitigated risk and protected downside:
leveraged buyouts, corporate carve-outs, corporate partnerships (strategic minority investments
with negative controls and corporate governance rights), and special situations transactions.
Gamut seeks to tailor its entry strategies to each stage of the economic cycle. For example,
during expansionary periods when liquidity is typically high, Gamut focuses primarily on
corporate partnerships and corporate carve-out opportunities. During recessionary periods, when
businesses typically have limited access to capital, Gamut focuses largely on special situations
opportunities (which do not require access to debt capital) as well as corporate carve-outs (which
potentially bring embedded financing from the seller). During recovery periods, in which access
to capital is typically moderate, Gamut focuses on leveraged buy-outs, corporate carve-outs and
special situations opportunities.

Upon acquiring a new investment, Gamut pursues post-acquisition “buy-down” strategies to seek
to de-risk and further enhance the value of its investments. Such strategies include: implementing
efficient cost structures, increasing capital efficiency, coaching and/or sourcing best-in-class
management, managing capital expenditures, building platforms for acquisitive growth, and
playing offense with existing capital structures.

Investors and prospective investors should carefully review the offering documents of the
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