Guardian Capital Partners Management Company LP

ITEM 5 FEES AND COMPENSATION
How the Advisers are compensated. The specific terms for the compensation of the Advisers by each
Private Fund are dictated by each Private Fund’s offering documents, limited partnership agreement
and Management Agreement and are not negotiable. In general, each Private Fund pays a fee (a
“Management Fee”) of 2.0% per annum -- during the commitment period (as defined in each Private

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Fund’s limited partnership agreement), such fee is calculated as a percentage of total capital committed
and, during the period thereafter, based on capital contributions of the Investors that remain invested.
For Fund II and Fund III, the Relying Advisers’ Management Fees are paid exclusively by the Investors
and not the General Partners. As described below, the Management Fee has been and may be reduced
in some circumstances, including but not limited to, by a percentage of break-up fees, transaction fees,
directors’ fees, management fees, monitoring fees and other similar fees received by the Advisers.
Proceeds realized upon the disposition of assets are distributed in accordance with the terms of the
PPM and organizational documents through a tiered schedule. The General Partners of the Funds
receive performance fees in the form of carried interest, discussed in greater detail in Item 6 below. A
complete description of all fees and compensation are contained within each Private Fund’s PPM and
organizational documents.

Per the terms of the Management Agreements, the Advisers’ duties include the provision of
discretionary investment advice and additional services to the Private Funds. Such additional services
include originating and recommending investment opportunities, analysis and investigation of potential
acquisitions and dispositions of investments, including identification of potential acquirers and
evaluation of offers made by such potential acquirers, negotiating and structuring acquisitions and
dispositions of investments and supervising the preparation and review of documents required in
connection therewith, monitoring the performance of portfolio companies and, where appropriate,
providing advice to the management of portfolio companies during the life of an investment. Absent
extraordinary circumstances, the Management Agreements remain in effect beyond the liquidation of
the final equity investment until the Private Fund is wound down and fully dissolved.

Payment of fees in advance. Management fees are generally paid quarterly in advance. In the event
that a Private Fund’s Management Agreement with the Advisers terminates prior to the final dissolution
of a Private Fund during a period covered by Management Fees paid in advance, the Advisers would
pro rate such Management Fee and reimburse the Private Fund the portion of such Management Fee
covering the remainder of the period (i.e. from the date of termination to the end of the period). Under
ordinary circumstances, the final Management Fee would be paid at the beginning of the quarter in
which the final equity investment is liquidated. As such, no refund of Management Fees would be due
at the time of the liquidation of the final equity investment because the Investment Management
Agreement remains in effect until the final winding down and dissolution of the Private Fund occurs
upon a future date.

Deduction of fees from clients’ assets. Management fees and carried interest are deducted directly
from each Private Fund’s respective limited partner’s capital account. If there are insufficient assets,
the Advisers will issue a capital call notice to Investors. Except as described above, Management Fees
are generally not refundable. The Advisers 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 any Client.

Other types of fees or expenses. Each Private Fund pays all offering and organizational expenses
incurred in the formation of the Private Fund and the related entities up to a certain maximum limit set
forth in the Private Funds’ PPM and organizational documents. Each Private Fund may bear the
following expenses to the extent not borne by its portfolio companies: fees, costs and expenses directly
related to the sourcing, evaluation, purchase, holding, development, management, monitoring,
refinancing and sale of investments; principal, interest, fees, expenses and other amounts payable in

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respect of borrowings, financings, and guarantees; fees, costs and expenses of other third-party services
such as custody, legal, accounting, consulting and other professional costs; any insurance or indemnity
expenses; all costs of the Private Fund’s administration, including preparation of its financial
statements and reports to Investors, the preparation of tax returns, and the fees and expenses of any
third-party administrator; fees, costs and expenses of meetings of Investors; fees, costs and expenses
relating to the Limited Partner Committee, including out-of-pocket expenses of its members, and fees
and expenses incurred in respect of counsel or other experts engaged in connection with the execution
of its duties; any taxes, fees or other governmental charges levied against the Private Fund and not
specifically chargeable to Investors; fees, costs and expenses related to structuring, organizing,
operating and maintaining investment vehicles; fees, costs and expenses relating to temporary
investments and unconsummated transactions; costs of registration, qualification or exemption of the
Private Fund under any applicable laws; and fees, costs and expenses related to the dissolution and
liquidation of the Private Fund; fees, costs and expenses incurred in connection with any restructuring
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ITEM 7 TYPES OF CLIENTS
The Advisers provide investment advisory services only to the Private Funds, which are privately
offered pooled investment vehicles. Investors in the Private Funds may include pension plans, family
offices, funds of funds, banks, insurance companies, governmental plans, foreign investors and private
individuals.

The PPM or organizational documents of each Private Fund may set minimum amounts for investment
by prospective investors in such vehicles. These minimum amounts may be waived by the Advisers.

ITEM 8 METHOD OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Methods of Analysis and Investment Strategies. The Advisers are focused on and have expertise in
three specific sectors: consumer products, niche manufacturing and specialty business services. The
Advisers will target control investments in companies generally with $3 million to $9 million in
EBITDA that have three value-creation attributes: strong partnership with management; sustainable
competitive advantage; and meaningful growth and profitability opportunities that the Advisers can
directly influence. Private Fund investment portfolios may differ based on whether the Advisers
concentrate the Private Fund’s investments in a single one of these strategies, all of the strategies, or
fewer of the strategies. Private Fund investment portfolios may also differ based on geographical focus,
liquidity needs and other considerations. The Advisers understand and have experience addressing
issues unique to this market.

The Advisers have implemented a strict level of discipline, controls, strategic oversight, execution and
focus on operational excellence with the companies included in the Private Funds’ investment
portfolios. The Advisers have a highly disciplined investment process to guide the origination and
screening, due diligence and execution of the transaction, governance and realization of the Private
Funds’ investments. The method, culture and tools were developed by the investment team and have
been embraced and refined over the Advisers’ 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 Advisers’ extensive 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 on post-closing strategy,
opportunities and priorities. Each General Partner has 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 Private
Fund. Members of the Executive Advisory Board are compensated through a portion of the Carried
Interest earned by the General Partner for the relevant Private Fund, by virtue of a profits interest in
the relevant General Partner.

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Upon the conclusion of successful due diligence, the respective Private Funds’ Investment Committee
reviews the investment thesis, diligence materials, return information and specific market data for each
potential investment. Subsequently, the Advisers’ Management Committee will ratify the investment
in accordance with its charter.

The investment team works closely with portfolio company management through the lifecycle of
ownership. The Advisers also use their networks to place outside members onto the board who have
skill sets specific and relevant to the portfolio company’s key strategic growth initiatives. The Advisers
expect 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 Advisers evaluate exit strategies during due diligence and throughout the Private
Fund’s holding period.

Investment Risks. Investing in securities involves a substantial degree of risk. The investments of
each Private Fund may lose all or a substantial portion of their value. Investors in Private Funds must
be prepared to bear the risk of loss of their investments therein. It is critical that potential investors
refer to the relevant Private Fund’s PPM and organizational documents, which include more
comprehensive, detailed disclosure of the material risks of investing in a Private Fund, for a complete
understanding. In addition, while certain risks may be more important for certain investment strategies,
certain risks may overlap investment strategies. Among other risks described more fully in each Private
Fund’s offering documents, each Private Fund’s investments entail the following risks:

No Assurance of Investment Return. Each Private Fund’s task of identifying and evaluating
investment opportunities, managing such investments and realizing a positive return for Investors is
difficult. There is no assurance that a Private Fund will be able to invest its capital on attractive terms,
generate positive returns or avoid losses over the long term.
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