Goldner HAWN LP

Fees and Compensation
Management Fees
Goldner Hawn receives an investment management fee from the Funds payable quarterly in advance.
Such fees are pro-rated for any period that is less than a full quarter period. The Funds are charged
an annual management fee at the rates and for the periods set forth in the Governing Documents of
each Fund, which typically provide for a fee of 2.0% of capital commitments during each Fund’s
investment period. Following the expiration of the investment period or the occurrence of certain
events as set forth in each Fund’s Governing Documents (the “Stepdown Date”), the management
fee will equal 2.0% of the aggregate investment contributions less the aggregate amount of
investment contributions with respect to the portion of each investment that has been disposed of or
completely written-off. Investments in a portfolio company will be treated as having been disposed
of and/or completely written off only to the extent that, as of the date of any such disposition, the
aggregate fair market value of all remaining Fund investments in such portfolio company is less
than the applicable Fund’s aggregate investment contributions made with respect to such portfolio
company (such investments, “Impaired Value Investments”). Due to differences in the criteria set
forth in their respective Governing Documents, in the event where more than one Fund participates
in an investment, there is the possibility that an investment will become an Impaired Value
Investment for purposes of one Fund’s Governing Documents but not those of one or more other
Funds. As a general matter, management fees will be payable during term extensions unless
otherwise agreed with the Fund’s investors.

Under the Governing Documents, where the fair market value of an investment exceeds the total
amount of investment contributions relating to such investment, post-investment period
management fees will not be calculated based upon such appreciated value and will instead continue
to be calculated based on the amount of applicable investment contributions. Conversely, the
Governing Documents do not require management fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or distribution, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of 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 Impaired Value Investment is
less than the total amount of investment contributions relating to such Impaired Value Investment,
then the amount of management fees otherwise payable relating to such investment will be reduced
solely to the extent that the fair market value of each relevant remaining investment(s) is less than
the amount of total investment contributions relating to such investment(s) as of the relevant event.

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 the net asset value of individual investments or

of a Fund, including following the investment period, and will not be reduced in connection with
any write-downs (whether temporary or permanent), except in the case of Impaired Value
Investments. As further specified in the Governing Documents, from the effective date of the
relevant Fund until the Stepdown Date, management fees generally will be charged based on a
formula tied to the amount of the relevant Fund’s aggregate Commitments. Further, 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
made by the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio companies
that are not Impaired Value Investments. 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 a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions 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 the Fund’s investment or the
Fund’s ownership percentage in such investment has been reduced (including substantially reduced)
as a result of such transaction.

In many circumstances, post-Stepdown Date management fees will include capitalized transaction-
specific fees and expenses of unrealized investments, including certain fees (such as Supplemental
Fees) and expenses paid to service providers (including suppliers, vendors, consultants, lenders, law
firms (including Fund or transaction counsel), transaction service providers and their respective
affiliates, personnel and related investment vehicles (together, “Service Providers”)), Goldner Hawn
or its affiliates. Further, management fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions, or partial write-downs or write-offs
that occur partway through the relevant calculation period.

The Governing Documents set forth the full list of terms under which management fees will be
reduced, offset, or otherwise limited, and consequently, investors should expect to bear the full
specified management fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.
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Types of Clients
Goldner Hawn provides investment advisory services to the Funds. 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. The minimum
commitment for each investor in the Funds is an aggregate of $5 million; however, Goldner Hawn
maintains discretion to accept less than the minimum commitment threshold.

Investors will be required to make certain representations when investing in a Fund, including but
not limited to: (i) they are acquiring an interest for their own account, (ii) they received or had access

to all information they deem relevant to evaluate the merits and risks of the prospective investment,
and (iii) they have the ability to bear the economic risk of an investment in the Fund. Each investor
will be furnished with a copy of the relevant Fund’s Governing Documents.

Methods of Analysis, Investment Strategies and Risk of Loss
Goldner Hawn intends to invest in a portfolio of lower middle market companies. The Funds will
lead change of control transactions and recapitalizations of equity investments, typically totaling
$20 million to $40 million per transaction, with overall company enterprise values generally ranging
from $25 million to $150 million, although any particular investment may fall outside of these
ranges. The Funds will primarily focus on the Midwestern United States, particularly on the upper
Midwest. Goldner Hawn expects that the Funds’ investments will be diversified across a number of
industries, such as food manufacturing and distribution, transportation and logistics, outsourced
business service providers, and manufacturing of industrial and consumer products. Although the
Funds will aim to ultimately have a portfolio diversified across industry sectors, they may be
concentrated in any one sector at particular times, as further discussed below. Goldner Hawn expects
to target companies that operate in large growing markets, have a sustainable competitive advantage
and a history of growing operating cash flow. The Funds’ investments, while control-oriented in
nature, are made on the basis of partnering with the existing ownership and/or the existing
management team to execute on a shared thesis.

The following description of the Goldner Hawn’s investment process is a general description and
individual processes may vary in some respects. Goldner Hawn’s process generally involves a
preliminary review of an investment prospect’s business and its financial statements, together, if
appropriate, with a discussion of the prospect with any business intermediary engaged by the
prospect to explore a sale. If the relevant Fund’s Investment Committee approves a preliminary
indication of interest, and the prospect invites Goldner Hawn to conduct further inquiries, Goldner
Hawn will typically engage legal counsel, and other experts as appropriate, such as accountants,
environmental engineers, and industry consultants, to assist in a “due diligence” investigation of the
prospect and the proposed transaction. Fund VII’s Investment Committee is comprised of Goldner
Hawn’s Partners, except for Mr. Tomashek. Fund VIII’s Investment Committee is comprised of
the Partners. Fund VII’s Investment Committee and Fund VIII’s Investment Committee are
generally referred to herein as the “Investment Committee” unless there is a distinguishable
difference in the manner in which an Investment Committee operates with respect to one Fund as
compared to another Fund. Goldner Hawn will seek to secure third party financing sources to
finance the purchase price required to complete the acquisition. Discussions with the owners and
managers of the prospect will be conducted. A definitive investment memorandum will be prepared
by Goldner Hawn’s team working on the project and will be reviewed by the Investment Committee.

The Fund’s Investment Committee will review the definitive investment memorandum and conduct
in-depth discussions of the project with Goldner Hawn’s team members. If the Investment
Committee is unanimously in favor of proceeding with the investment, the team is authorized to
negotiate definitive arrangements for the acquisition. If such negotiations are successful, the
acquisition is consummated.

The decision to sell an investment is similarly controlled by the Investment Committee. In general,
the Investment Committee considers whether it believes the value of a portfolio investment can
continue to increase at a rate consistent with Goldner Hawn’s return expectations for the Fund as a
whole. If so, the investment will remain in the portfolio; if not, the investment will be sold in a

manner best calculated to maximize value for the Fund.

Risks of Investment and Conflicts of Interest
An investment in the Funds entails certain risks and conflicts of interest, including but not limited
to those summarized below. Prior to making an investment decision, prospective investors should
consider the following factors, among others detailed in each Fund’s Governing Documents, in
determining whether an investment in a Fund is appropriate for them.

        Risk of Loss
An investment in the Funds involves a high degree of risk, including the risk of substantial or even
total losses. “Alternative investment strategies,” such as those implemented for the Funds, are subject
to a “risk of ruin” – sudden and material losses – of which no indication is given in their past
performance.

       Achievement of Goals
Each Fund will attempt to invest the capital commitments and to achieve its rate of return objectives.
The process of private equity investing is complex, and there can be no assurance that either of these
goals can be achieved, or that a Fund will avoid substantial losses. Attainment of these goals may be
subject to general and economic factors beyond the control of the General Partners or the Funds.

      Nature of Investments
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