Gryphon Advisors LLC

FEES AND COMPENSATION

         In general, the Advisers receive a Management Fee (as defined herein) and a carried interest in connection
with the provision of advisory services to their clients. The Advisers or their affiliates receive additional compensation
in connection with management and other services performed (e.g., monitoring and other fees) for portfolio companies
of the Funds and such additional compensation will offset, in whole or in part, the applicable Management Fee
otherwise payable to the Advisers to the extent provided by the Governing Documents. In addition, the Advisers receive
compensation in connection with services provided by members of the Gryphon Operations Resources Group (the
“ORG”) to portfolio companies or prospective portfolio companies in which one or more Funds invest or are
considering an investment, and such compensation will not offset the applicable Management Fee. Investors in the
Funds also bear certain expenses. Additionally, the Advisers are permitted to recover certain losses incurred in the
operation of the ORG, as specified in the relevant Governing Documents.

   (a) MANAGEMENT FEES

          Each Fund (other than Mezz Co-Invest, Mezz Co-Invest II, Gryphon VI GenPar, Gryphon Heritage GenPar
and Gryphon Odin) pays or will pay the applicable General Partner, semiannually, partially in advance and partially in
arrears, or quarterly, in arrears, as applicable, a management fee (the “Management Fee”) during such Fund’s
investment period equal, on an annual basis, to: (i) in the case of Gryphon Mezz III, 1.50% of the aggregate amount of
capital invested in investments made by Gryphon Mezz III that have not been disposed of less the amount of permanent
write-downs of such investments that have not been disposed of; (ii) in the case of Gryphon Mezz and Gryphon Mezz
II, 1.75% of the aggregate amount of capital invested in investments made by such Fund that have not been disposed
of less the amount of permanent write-downs of such investments that have not been disposed of; (iii) in the case of
Gryphon 3.5, Gryphon IV (other than Co-Invest Fund IV), Gryphon V (other than Gryphon V-B), Gryphon VI, and
Gryphon Heritage, 2.0% of aggregate investor capital commitments (“Commitments”); (iv) in the case of Co-Invest

Fund IV, 2.0% of the aggregate amount of capital invested in investments made by Co-Invest Fund IV that have not
been disposed of less the aggregate amount of permanent write-downs of such investments that have not been disposed
of; and (v) in the case of Gryphon V-B, a percentage as agreed upon between GP V and the relevant Limited Partner of
each Limited Partner’s Commitment. Where relevant, investors participating in a closing after a Fund’s initial closing
date bear the Management Fee from the initial closing date, generally in addition to an interest component payable to
Gryphon or an affiliate.

         In the case of Gryphon Odin, with respect to each new limited partner, Gryphon Odin pays the applicable
General Partner a Management Fee of up to 1.0% of the aggregate amount of capital invested in investments made by
Gryphon Odin that have not been disposed of less the aggregate amount of permanent write-downs of such investments
that have not been disposed of with respect to such new limited partners, and, with respect to each limited partner in
Gryphon Partners VI that elected to roll to Gryphon Odin, in respect of the value of its initial contribution to Gryphon
Odin, a percentage equal to the Management Fee that would have been charged to such Gryphon Partners VI limited
partner had it continued to hold its interest in the portfolio company through Gryphon VI as determined in accordance
with the Governing Documents and, in respect of any incremental investment (if any) by such Gryphon Partners VI
limited partner who elects to roll, an amount calculated in the same manner as each new limited partner of Gryphon
Odin, in each case as further described in the Governing Documents.

          Except with respect to Gryphon Mezz III, upon a date specified in the Governing Documents (the “Stepdown
Date”), the Management Fee: (i) in the case of Gryphon Mezz and Gryphon Mezz II, will be reduced to 1.5% of the
aggregate amount of capital invested in investments made by such Fund that have not been disposed of less the amount
of permanent write-downs of such investments that have not been disposed of; (ii) in the case of Gryphon 3.5, will be
reduced to 2.0% of the aggregate amount of capital invested in investments made by such Fund that have not been
completely written off; (iii) in the case of Gryphon IV (other than Co-Invest Fund IV), Gryphon V (other than Gryphon
V-B), Gryphon VI, and Gryphon Heritage, will be reduced to 2.0% of the aggregate amount of capital invested in
investments made by the relevant Fund that have not been disposed of less the amount of permanent write-downs of
such investments that have not been disposed of; (iv) in the case of Gryphon V-B, will be reduced to a certain percentage
of each Limited Partner’s applicable Management Fee percentage of the aggregate amount of capital invested in
investments made by the relevant Fund that have not been disposed of less the amount of permanent write-downs of
such investments that have not been disposed of; and (v) in the case of Gryphon Odin, with respect to each new limited
partner and the incremental commitment of each limited partner in Gryphon Partners VI that elected to reinvest in
Gryphon Odin, will be reduced by 50%, in each case as further described in the Governing Documents. Further: (i) in
the case of Gryphon IV, Gryphon V (other than Gryphon V-B), Gryphon VI, and Gryphon Heritage, following the
occurrence of certain other events specified in the relevant Governing Documents, the Management Fee will be reduced
to 1.75% of the aggregate amount of capital invested in investments made by the relevant Fund that have not been
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TYPES OF CLIENTS

          Gryphon Advisors provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Gryphon Advisors’ 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, and the rules and regulations promulgated thereunder (the “Investment Company Act”). 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 Gryphon Advisors and its affiliates and members of their families, ORG members, or other Service
Providers retained by Gryphon Advisors or a Fund, as well as executives of portfolio companies.

         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.

        Gryphon 3.5 had a minimum investment amount of $2,500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

        Gryphon IV had a minimum investment amount of $2,500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

        Gryphon Mezz had a minimum investment amount of $500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

        Gryphon V had a minimum investment amount of $2,500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

        Gryphon Mezz II had a minimum investment amount of $500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

        Gryphon VI had a minimum investment amount of $2,500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

        Gryphon Heritage had a minimum investment amount of $2,500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000.

         Gryphon Mezz III had a minimum investment amount of $500,000 for third-party investors. Such minimum
investment amount was waived by the applicable General Partner in certain cases, but not less than $100,000. Investors
in the Funds must meet certain suitability and net worth qualifications prior to making an investment. Generally,
investors must be (i) “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933,
as amended, and (ii) either “qualified purchasers” or “knowledgeable employees” as such terms are defined under the
Investment Company Act. The Advisers, in their sole discretion, are permitted to waive such minimum investment
amounts and qualification requirements.

                 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS

   (e) GENERAL

          Gryphon is a private investment firm focused on leveraged acquisitions, recapitalizations, and restructurings
of, and, in the case of the Gryphon Mezz Funds, mezzanine investments in, companies in the lower-end segment of the
U.S. middle market. Gryphon Advisors’ investment advisory services consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments, and achieving dispositions for
investments. Investments are predominantly in non-public companies, although investments in public companies are
permitted.

        Gryphon Advisors prioritizes investment opportunities where it can apply its professionals’ sector-specific
knowledge and operational acumen in order to seek to build value for the Funds’ investors. Such investment
opportunities typically involve the purchase of controlling interests in companies with some combination of the
following characteristics:

         •   stable underlying industries and competitive dynamics;

         •   current or potential market leadership positions;

         •   management teams whose professionalism can be augmented through the addition of new executives and
             board directors;

         •   operational improvement opportunities; and

         •   potential for expanded product lines, service offerings, and/or geographic presence.

          As described further below, Gryphon Advisors seeks to pursue attractive risk-adjusted returns for the Funds
utilizing Gryphon’s: (i) proprietary business model, professional team, and firm culture; (ii) thematic and proactive
sector strategies; (iii) value-added and fully-integrated ORG; and (iv) successful integration of add-on acquisitions.
Gryphon Advisors generally focuses on investments that require equity capital of approximately $50 million to $300
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