Guardian Capital Partners Investment Management LP

ITEM 5 FEES AND COMPENSATION

How the Adviser is compensated. The specific terms for the compensation of the Adviser by Clients
are dictated by Clients’ offering documents, limited partnership agreement and Management
Agreement and are not negotiable.
In general, each Client pays a fee (a “Management Fee”) of 2.0% per annum. During the commitment
period (as defined in each Client’s limited partnership agreement), such fee is calculated as a
percentage of total capital committed. During the period thereafter, such fee is generally calculated as a
percentage of the Investors’ capital contributions that remain invested in the Client’s portfolio
companies. The Management Fees are paid exclusively by the Investors of each respective Client and
not the General Partner of each respective Client.
The Adviser performs management, advisory and other services for, and receives a fee from portfolio
companies of Clients for such services. Such portfolio company fees are subject to agreements with
the respective portfolio companies. The Management Fee has been and will be reduced by a percentage
of break-up fees, transaction fees, directors’ fees, management fees, monitoring fees, consulting fees
and other similar fees received by the Adviser (“Special Fees”). Operational Service Costs (as defined
and referenced below) are not treated as Special Fees. As discussed further below, to the extent such
offsets would reduce the Management Fee for a given quarter below zero, such offsets will be carried
forward and reduce future installments of the Management Fee.
The Adviser does not receive a Management Fee from Halo. Instead, the sole portfolio company in
Halo pays a quarterly monitoring fee (the “Monitoring Fee”) to the Adviser for its services equal to
1.0% per year of the net invested capital. If the portfolio company in Halo can’t pay all or part of the
Monitoring Fee in any given quarter, the Adviser will charge an alternative fee (“Alternative
Management Fee”) to the Investors in Halo fund the shortfall in the Monitoring Fee. This Alternative
Management Fee is not applicable to Halo’s General Partner or the Investors who rolled over their
indirect interest in Halo’s portfolio company solely with respect to the portion of their investment rolled
over, as the rollover portion of their investment remains subject to the terms of their original Client
investment.
Proceeds realized upon the disposition of assets are distributed in accordance with the terms of the
respective Clients’ PPM or CIS and limited partnership agreements through a tiered schedule. The
General Partners of Clients can receive performance fees in the form of carried interest (“Carried
Interest”), discussed in greater detail in Item 6 below. A complete description of all fees and
compensation is contained within each Clients’ PPM or CIS and limited partnership agreement.

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Payment of fees in advance. Management Fees are generally paid quarterly in advance. In the event
that a Client’s Management Agreement with the Adviser is terminated before the end of the applicable
period, Management Fees for such Client will be charged on a pro rata basis through the date of
termination, and any fees paid in advance but not earned will be refunded. Under ordinary
circumstances, the final Management Fee would be paid at the beginning of the quarter in which the
final portfolio company is exited. As such, no refund of Management Fees would be due at the time
of the sale of the final portfolio company because the Management Agreement remains in effect until
the final winding down and dissolution of the Client occurs upon a future date.
Deduction of fees from Clients’ assets. Management Fees and Carried Interest are deducted directly
from each Clients’ respective Investor’s capital account. If there are insufficient assets, the Adviser will
issue a capital call notice to Investors. Except as described above, Management Fees are generally not
refundable. The Adviser and/or its affiliates may waive all or part of any Management Fee and/or
Carried Interest to which it may otherwise be entitled from Clients.
Other types of fees or expenses. Clients pay all their respective offering and organizational expenses
incurred in their formation and the related entities up to a certain maximum limit set forth in the
respective Clients’ PPM or CIS and limited partnership agreement. Clients may bear the following
expenses to the extent not borne by their portfolio companies:
       fees, costs expenses and liabilities related to the discovery, evaluation, acquisition, holding,
        development, management, monitoring, refinancing and disposition of its proposed or actual
        investments (including all fees, costs and out-of-pocket expenses relating to unconsummated
        investments and expenses incurred in relation to prospective investments prior to the initial
        closing date) and follow-on investments, including, without limitation, legal, accounting,
        consulting, investment banking, environmental evaluation and other professional costs, travel
        ((including chartered or first class travel and other related air travel administrative fees and
        expenses; provided that any such chartered air travel will only be charged (otherwise the first-
        class air travel equivalent cost will be charged) if such chartered air travel is used when
        commercial air travel is not practically feasible or safe under the circumstances (as determined
        by the Adviser)), accommodation, meal and entertainment expenses related to such
        investments or prospective investments, private placement fees, syndication fees, bank
        charges, depositary fees, closing and execution costs, fees and expense of consultants, sales
        commissions, appraisal fees, taxes, underwriting commissions and discounts, brokerage fees,
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ITEM 7 TYPES OF CLIENTS

The Adviser provides investment advisory services only to private funds, which are privately offered
pooled investment vehicles.
The PPM or CIS or limited partnership agreement of Clients may set minimum amounts for investment
by prospective investors in such vehicles. These minimum amounts may be waived by the Adviser.
Investment in Clients are offered as a private placement to a limited number of investors and are not
registered under the U.S. Securities Act of 1933, as amended (collectively with the rules and regulations
promulgated thereunder, the “Securities Act”), the securities laws of any U.S. state, or the securities laws
of any other jurisdiction, nor is such registration contemplated. Investment in Clients are offered and sold
under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder and other similar exemptions in the laws of the states and jurisdictions where an offering is
made; provided that the interests may also be offered and sold outside the United States to non-U.S. persons
(as defined in Regulation S promulgated under the Securities Act) in reliance upon the exemption from
registration provided by Regulation S. Clients are not registered as investment companies under the U.S.
Investment Company Act of 1940, as amended (the “Investment Company Act”). Consequently, investors
will not be afforded the protections of the Investment Company Act.

ITEM 8 METHOD OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Methods of Analysis and Investment Strategies. The Adviser is focused on and has expertise in three
specific sectors: niche manufacturing, specialty business services and consumer. The Adviser will
target control investments in companies that have three value-creation attributes: strong partnership
with management; sustainable competitive advantage; and meaningful growth and profitability
opportunities that the Adviser can directly influence. Clients’ investment portfolios may differ based
on whether the Adviser concentrates the Clients’ investments in a single one of these strategies, all of
the strategies, or fewer of the strategies. Clients’ investment portfolios may also differ based on
geographical focus, liquidity needs and other considerations. The Adviser understands and has
experience addressing issues unique to this market.
The Adviser has implemented a level of discipline, controls, strategic oversight, execution and focus
on operational excellence with the companies included in the Clients’ investment portfolios. The
Adviser has a disciplined investment process to guide the origination and screening, due diligence and
execution of the transaction, governance and realization of Clients’ investments. The method, culture

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and tools were developed by the investment team and have been embraced and refined over the
Adviser’s history. With each investment, members of the investment team are assigned to facilitate
and govern the diligence and execution process. The investment team always controls the underwriting
and conducts the business diligence, including operational and financial performance, management
evaluations, market and industry trends, customer and supplier relationships and risks, and strategic
growth and profitability opportunities. Qualified third-party industry specialists are often engaged
from the Adviser’s network to provide valuable insights and assistance; these individuals have or may
become an executive of the portfolio company or board member. In addition, the investment team
oversees a number of third-party professionals for legal, accounting, tax, technology, insurance and
environmental due diligence. During the post-letter of intent confirmatory due diligence phase, the
investment team typically hosts and facilitates in-depth strategy sessions with the target management
team. These strategy sessions ensure that the investment team and the executive management team are
fully aligned with the post-closing strategy, opportunities and priorities. A Client’s General Partner
may have an affiliated Executive Advisory Board to assist with a variety of aspects of the due diligence
and investment process. The members of the Executive Advisory Board consist solely of select
Investors, or their affiliated persons, in the relevant Client. Members of the Executive Advisory Board
are compensated through a portion of the Carried Interest earned by the General Partner for the relevant
Client, by virtue of a profits interest in the relevant General Partner.
Upon the conclusion of successful due diligence, a Client’s Investment Committee reviews the
investment thesis, diligence materials, projected return information and specific market data for each
potential investment. An investment in a Portfolio Company must be approved by a Client’s
Investment Committee. Subsequently, the Adviser’s Management Committee will ratify the decision
of each Investment Committee in accordance with its charter.
The investment team works closely with portfolio company management through the lifecycle of
ownership. The Adviser also uses its networks to place outside members who have skill sets specific
and relevant to the portfolio company’s key strategic growth initiatives. The Adviser expects to control
the board of directors of each portfolio company and will typically hold periodic review meetings to
discuss performance, annual operating plans and strategic plans. With each investment, the Adviser
evaluates exit strategies during due diligence and throughout the Clients’ holding period.
Investment Risks. Investing in securities involves a substantial degree of risk. The investments of
Clients may lose all or a substantial portion of their value. Investors in Clients must be prepared to
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