HKW Management LLC

FEES AND COMPENSATION

        The single-purpose vehicles focused on single platform investments typically are not
subject to Fund-level management fees. In general, HKW (or an affiliated entity) will receive a
carried interest in connection with the provision of advisory services to the Funds. HKW also
receives additional compensation in connection with management and other services performed
for portfolio companies of Funds, as generally summarized below. In addition, HKW receives
compensation in connection with management and other services performed for private
companies, as generally summarized below.

Carried Interest

         The sponsors of the Funds or affiliated entities (each, a “Sponsor” and, collectively, the
“Sponsors”) will receive a carried interest with respect to the Funds generally equal to 15-20% of
all realized profits, subject to a preferred return, as more fully described in the relevant offering

documents.

Supplemental Fees

        In accordance with the relevant offering documents, a portfolio company or prospective
portfolio company of a Fund is expected to pay to HKW or its affiliates certain fees and other
amounts, generally including, without limitation, directors’ fees, monitoring fees and transaction
fees, as well as break-up fees paid in connection with unconsummated transactions (such fees,
“Supplemental Fees”). Supplemental Fees are generally retained by HKW and/or its affiliates and
do not offset any amounts payable by investors in the Funds.

Management and Other Services Fees

       In accordance with the relevant agreements, including, but not limited to, management
services agreements, certain private companies are expected to pay HKW or its affiliates certain
fees and other amounts, generally including, without limitation, one-time fees, monitoring fees,
and other similar fees.

Other Information

         HKW is permitted to, and does, exempt certain limited partners or other investors in the
Funds from bearing all or a portion of carried interest, including HKW and any other person
designated by HKW, as described in the relevant offering documents. Each Sponsor reserves the
right to make any such exemption from carried interest. For example, in instances where an HKW
professional (or an affiliated entity thereof) invests in a Fund, such professional (or such affiliated
entity) generally will be exempt from the carried interest with respect to such Fund. Additionally,
to the extent permitted by the relevant offering documents, HKW has the right to permit investors,
affiliated with HKW or otherwise, to invest directly or through other vehicles that do not bear
carried interest.

       The Funds generally invest on a long-term basis. Accordingly, limited partners and other
investors generally are not permitted to withdraw or redeem interests in the Funds.

      Partners or other employees of HKW generally will receive salaries and other
compensation derived from, and in certain cases including a portion of, the carried interest or other
compensation received by HKW or its affiliates.

        In addition to the carried interest payable to HKW or an affiliated entity, Funds may bear
certain expenses, including their organizational costs, up to an amount specified in the relevant
offering documents. As set forth in the relevant offering documents, a Fund will generally bear all
fees, costs, expenses, liabilities and obligations (which may vary among Funds) relating to its (and
its subsidiaries’ and intermediate entities’) activities, business, portfolio companies or actual or
potential investments, including with respect to any person formed to effect the acquisition and/or
holding of a portfolio company (to the extent not borne or reimbursed by a portfolio company or
potential portfolio company), including, as applicable for each Fund, some or all of the following
fees, costs, expenses, liabilities and obligations relating or attributable to: (i) activities with respect
to the structuring, organizing, negotiating, consummating, financing, refinancing, acquiring,

bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading,
taking public or private, selling, valuing, winding up, liquidating, or otherwise disposing of, as
applicable, a Fund’s portfolio companies and its actual and potential investments (including
follow-on investments) or seeking to do any of the foregoing (including any associated legal,
financing, commitment, transaction or other fees and expenses payable to attorneys, accountants,
investment bankers, lenders, third-party diligence software and service providers, consultants and
similar professionals in connection therewith and any fees and expenses related to transactions that
may have been offered to co-investors), whether or not any contemplated transaction or project is
consummated and whether or not such activities are successful; (ii) indebtedness of, or guarantees
made by, a Fund, a Sponsor or any “affiliated partner” on behalf of a Fund (including any credit
facility, letter of credit or similar credit support), including interest with respect thereto, or seeking
to put in place any such indebtedness or guarantee; (iii) financing, commitment, origination and
similar fees and expenses; (iv) broker, dealer, finder, underwriting (including both commissions
and discounts), loan administration, private placement fees, sales commissions, investment banker,
finder and similar services; (v) brokerage, sale, custodial, depository, trustee, record keeping,
account and similar services; (vi) legal, accounting, research, auditing, administration (including
fees and expenses associated with a Fund’s third-party administrator and administration or
reporting software, if any), information, appraisal, advisory, valuation (including third-party
valuations, appraisals or pricing services), consulting (including consulting and retainer fees and
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TYPES OF CLIENTS

        HKW provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to HKW’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 domestic or foreign laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended. The limited partners
or other investors participating in the Funds generally include, or are expected to include,
individuals, banks or thrift institutions, insurance companies, financial institutions and other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates, charitable organizations, or other corporations or business
entities, and from time to time will include, directly or indirectly, partners or other employees of
HKW, HKW Inc., their affiliates and members of their families, service providers retained by
HKW or HKW Inc., as well as executives of Fund portfolio companies.

        Fund interests are offered and sold to qualified purchasers and/or accredited investors that
are also qualified clients (or qualified knowledgeable HKW personnel).

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        HKW is a private investment firm focused on acquiring control positions primarily in
privately-held companies in the lower end of the middle market that are headquartered in North
America. These investments are made through managed buy-outs and other equity-related
investments. HKW seeks opportunities from a broad range of industry sectors but from time to
time will focus on certain favored industries.

        In addition to the company characteristics, HKW considers management to be a crucial
component of its companies. HKW thus seeks companies that have an experienced management
team that is willing to invest in the company on the same terms as HKW and to establish a true
partnership and work collaboratively with HKW in formulating clear, common objectives and a
clear vision for value creation.

        HKW regularly reassesses and refines its investment criteria to reflect the lessons learned
from its investment and management experience. HKW’s investment decision-making framework
currently comprises its investment criteria (divided into three categories: company criteria,
management criteria and deal criteria), the diligence process and the monitoring of its portfolio
companies. Each is discussed in turn below.

       Investment Criteria

       HKW targets investments with the following company criteria:

               •   Revenues and EBITDA (i.e., earnings before interest, tax, depreciation and
                   amortization) within a targeted range;
               •   Stable and predictable cash flows;
               •   Power in its market niche as evidenced by margins and/or market leadership;
               •   Sustainable competitive advantage;
               •   Low risk of competition from low wage countries; and
               •   Low risk of technological obsolescence.

       In addition, HKW assesses the existing management team, and typically avoids investing
in companies with insufficient or departing management teams. In evaluating management teams,
HKW focuses on the following factors:

               •   Talent and work ethic of existing personnel;
               •   Skill and experience of existing personnel in relation to the skill needed by the
                   company to execute based on HKW’s investment thesis;
               •   Willingness of management to devote a substantial or meaningful portion of
                   their net worth to purchase equity in the company; and

               •   Willingness of management to interactively work with HKW to create value.

       Finally, HKW typically assesses the transaction terms based on whether the companies:

               •   Are underwritten in a way that has potential to achieve returns on par with
                   HKW’s expected performance;
               •   Are underwritten in a way that demonstrate conservative fixed charge
                   coverage ratios;
               •   Have a compelling entry EBITDA multiple relative to current market
                   conditions for similarly situated companies; and
               •   Have potential for expansion of the EBITDA multiple upon exit.

        While HKW believes that companies in the lower end of the middle market represent
significant opportunities for a variety of reasons, it also acknowledges that such companies often
face challenges. HKW approaches these challenges in three main ways: (i) in analyzing new deals,
HKW seeks to identify and prioritize areas for improvement during the due diligence process (i.e.,
if there are too many areas identified as requiring improvement, it passes on the proposed
investment); (ii) HKW and target company management define value creation objectives and an
execution plan up front; and (iii) HKW has a team that is principally focused on portfolio company
management and operations.

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

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. HKW largely identifies suitable investments generally
through its deal sourcing team and is primarily focused on smaller regional investment bankers.
HKW’s deal generation team continuously seeks appropriate investment opportunities by utilizing
its network and calling upon its contacts.

        HKW’s investment professionals meet as a group each week to review new deals, act on
potential investments, and discuss each Fund. If a potential target company appears to meet
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