Hidden Harbor Capital Management LP

FEES AND COMPENSATION

         In general, Hidden Harbor receives a management fee and a carried interest in connection
with the provision of advisory services to its clients. The Adviser or other Hidden Harbor entities
or affiliates receive additional compensation in connection with management and other services
performed for portfolio companies of Funds and such additional compensation will offset in whole
or in part the Management Fees (as defined below) otherwise payable to Hidden Harbor to the
extent provided by the Governing Documents. In addition, in certain circumstances Hidden Harbor
may charge a management fee and obtain carried interest in connection with co-investments made
in portfolio companies of the Funds. Investors in a Fund also bear certain expenses.

Management Fees

        The Funds (with the exception of the Continuation Fund) will each pay Hidden Harbor,
quarterly in advance, a management fee (the “Management Fee”) equal to 2.0% on an annual
basis of each of the Funds aggregate investor capital commitments (“Commitments”) held by
partners not designated as “affiliated partners” by its General Partner. Investors participating in a
closing after the initial closing date bear the Management Fee from the date of the initial closing,
generally in addition to an interest component payable to Hidden Harbor or an affiliate. Upon a
date specified in the Governing Documents (the “Stepdown Date”), the Management Fee with
respect to each of the Funds (with the exception of the Continuation Fund) will equal 2.0% of
(i) the aggregate investment contributions, less (ii) the aggregate amount of investment
contributions with respect to the portion of each investment that has been disposed of or
permanently written down. As a general matter, Management Fees will be payable during term
extensions unless otherwise agreed with investors.

        As is generally the case in private equity funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further specified in the Governing Documents, from the
effective date of the relevant Fund (with the exception of the Continuation Fund) until the
Stepdown Date, and with respect to the Continuation Fund, from the transaction closing date as

described in such Fund’s Governing Documents, 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) (including interest expenses) made by the relevant Fund relating to the
Fund’s aggregate investment(s) in its portfolio companies that have not been permanently written
down (such investments, “Impaired Value Investments”) or realized. 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.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
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 write down, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition, 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 based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the date 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 relevant 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. 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 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, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
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TYPES OF CLIENTS

        Hidden Harbor provides investment advice solely to its Fund clients, and references
throughout this Brochure to “clients” and to Hidden Harbor’s 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.
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 Hidden Harbor
and its affiliates and members of their families, Operations Group members or other Service
Providers retained by Hidden Harbor 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 related Fund.

        The Funds each generally have a minimum investment amount of five million dollars for
third-party investors, and Fund interests are offered and sold solely to accredited investors that are
also qualified clients and, unless waived by the relevant General Partner, qualified purchasers (or
qualified knowledgeable Hidden Harbor personnel). Hidden Harbor is generally permitted to
waive such minimum investment amount.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Hidden Harbor is a private investment firm focused on leveraged buyouts, equity, debt and
other investments in market-leading companies believed to benefit from Hidden Harbor’s in-house
operating professionals and experience. Hidden Harbor’s investment advisory services consist of
identifying and evaluating investment opportunities, negotiating investments, managing and
monitoring investments and achieving dispositions for investments. Investments are
predominantly of non-public companies although investments in public companies are permitted.

        Hidden Harbor’s investment strategy for each Fund focuses on the acquisition of
controlling interests in lower middle-market companies based principally in North America.
Hidden Harbor expects to invest in target sectors, including industrials, transportation and
logistics, retail and consumer products and business services.

        Once an investment opportunity has been identified, Hidden Harbor seeks to implement an
effective operating strategy to improve the performance of the acquired company by (i) developing
restructuring and operating plans, (ii) building the management team and (iii) providing significant
resources to portfolio companies.

      There can be no assurance that Hidden Harbor will achieve the investment objectives of
any Fund and a loss of investment is possible.

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. Hidden Harbor markets its investment criteria to its deal
source network with frequent mailings, telephone calls, public relations, conference attendance
and in-person meetings. Once a potential investment is identified, Hidden Harbor develops an
investment thesis and, through a detailed due diligence process, seeks to verify such thesis and
investigate the major business risks. As part of its diligence process, Hidden Harbor completes a
detailed analysis of an industry including contacting a target company’s customers and vendors,
trade organizations, Hidden Harbor’s contact network and, in certain instances, industry
consultants.

        Build Management Team. Hidden Harbor may supplement or replace the management
team at a new portfolio company or advise the existing management team on ways to improve
performance. Hidden Harbor and its affiliates routinely search for highly qualified senior managers
and often identify qualified candidates prior to making the next investment. In certain instances,
operating professionals of Hidden Harbor or its affiliates will fill key management roles (including
chief executive officer or chief financial officer) on an interim basis immediately following closing
until a professional management team can be assembled.

         Maintain Active Involvement in Portfolio Companies. Hidden Harbor aims to act decisively
with respect to newly acquired portfolio companies and typically makes significant changes to the
company within the first three to six months after acquisition. Thereafter, Hidden Harbor stays
actively involved in the management of the portfolio companies by, among other things, requiring
its portfolio companies to distribute daily or weekly flash reports and scheduling frequent meetings
with the senior staff to focus on operations, competition, new products and personnel.

        Value Acquisition Price. Hidden Harbor brings a value-oriented approach to the lower
middle-market and seeks to acquire companies at attractive EBITDA multiples or at a discount to
asset value for unprofitable businesses. A typical targeted company is at an inflection point,
possessing identifiable untapped growth potential and/or room for significant operational
improvements. Speed, certainty of closure, fluid transition of ownership, preservation of shared
customer relationships and other non-economic motivations often represent significant value to
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