Knox Lane LP

FEES AND COMPENSATION

         In general, Knox Lane receives a management fee (the “Management Fee”) and a carried
interest in connection with the provision of advisory services to the Funds. Knox Lane and/or its
affiliates receive additional compensation in connection with management and other services
performed for portfolio companies of the Funds and such additional compensation will offset in
whole or in part the management fees otherwise payable to Knox Lane to the extent provided by
the relevant Governing Documents. In addition, in certain circumstances, Knox Lane receives
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses. A
summary of the Fund’s fees and expenses follows, but investors should review the applicable
Fund’s Governing Documents for details regarding fee structure and expenses.

Management Fees

         Each Main Fund pays a Management Fee initially equal to 2% on an annual basis of
aggregate capital commitments (“Commitments”) of investors that are not designated as
“affiliated partners” by the General Partner. Payments are made quarterly in advance.
Commencing with the first Management Fee payment date after the expiration of the applicable
Main Fund’s investment period or earlier upon the occurrence of certain events set forth in the
applicable Partnership Agreement, the Management Fee equals 2% 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 completely written-off, in each case with respect
to investors not designated as “affiliated partners.” Investors participating in a subsequent closing
after the initial closing date generally are assessed Management Fees retroactive to the beginning
of the effective date of the Main Fund, with interest. With respect to each Main Fund, the
Management Fee will be payable until proceeds from all portfolio companies are distributed or
until Knox Lane’s relationship with the Main Fund is terminated for other reasons (as described in
the Governing Documents). Installments of the Management Fee payable for any period other than
a full three-month period are adjusted on a pro rata basis according to the actual number of days
in such period. 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 until a date specified in the Governing Documents (generally
representing the earlier of the end of the Fund’s defined investment period and the date the relevant
General Partner (or an affiliate thereof) first begins receiving or accruing management fees from
another Fund meeting certain criteria) (the “Stepdown Date”), 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 made by the relevant Fund that
have not been realized or completely written off for U.S. federal income tax purposes

        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 such investment contributions. However, where
there has been a partial distribution, partial writedown or partial sale of an investment and the fair
market value of such investment following such event exceeds the total amount of investment
contributions relating to such investment, the Governing Documents do not require Management
Fees after the Stepdown Date to be reduced. [Following the Stepdown Date, the amount of
Management Fees otherwise payable will be reduced 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 a result, the amount of Management Fees generally will not correspond with
fluctuations in the Fund’s net asset value, including following the investment period, and will not
be reduced in connection with any write downs (whether temporary or permanent), except in the

case of investments completely written off for U.S. federal income tax purposes. 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 distributions (e.g., those resulting from a dividend
recapitalization) or partial sales of investments.

       In many circumstances, the fair value component of such post-Stepdown Date
Management Fees will include capitalized transaction-specific expenses of unrealized
investments. Further, Management Fees generally will not be reimbursed or refunded under the
Governing Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period.

         The Governing Documents set forth the full list of terms under which Management Fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear
the full specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.
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TYPES OF CLIENTS

        Knox Lane provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to the Adviser’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 U.S. 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, insurance
companies, fund-of-funds and 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 from time to time include, directly or indirectly,
principals or other employees of Knox Lane and its affiliates (including portfolio companies) and
members of their families, Industry Advisors, Operating Partners or other service providers
retained by Knox Lane, as well as executives of portfolio companies.

        For legal, tax, regulatory, accounting or other reasons, Knox Lane is authorized to form
one or more alternative investment entities to make, restructure, or otherwise hold investments,
including outside the Funds. Generally, in such event, each investor that participates in an
alternative investment vehicle would do so on substantially the same terms and conditions as it
participates in the Funds.

        The Funds generally have a minimum investment amount of $10 million for third-party
investors. Such minimum investment amount is permitted to be waived by the General Partner.
Fund interests are offered and sold solely to “accredited investors,” as defined in Regulation D
promulgated under the U.S. Securities Act of 1933, as amended, and, unless waived in the
discretion of the General Partner, “qualified purchasers” as that term is defined under the
Investment Company Act (or certain qualified knowledgeable Knox Lane personnel).

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

      Knox Lane principally focuses on making control-oriented investments in middle-market
companies, with a specific emphasis on founder and family-owned businesses operating across the
consumer and services sectors.

       The end markets that Knox Lane targets include (but are not limited to): marketing services,
pharmaceutical services, residential services, commercial services, IT services, eCommerce
services, food & beverage, personal care, beauty, consumer healthcare, medical spa and
dermatological services, nutraceuticals, pet health, contract manufacturing & packaging, facility
services and broader consumer services.

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

Investment Strategy

         Knox Lane intends to take a fundamental approach to investing with a strong bias towards
profitable companies and attractive unit economics. Although control investments are the core
focus, Knox Lane selectively considers structured minority investments in which it can be a
meaningful partner and have strong governance. The Knox Lane team (the “Team”) intends to
utilize its experience to source, underwrite, and drive value creation.

        The Knox Lane Team has significant experience investing in and operating middle-market
businesses, which Knox Lane believes to be particularly well suited to its approach. Knox Lane
intends to utilize its deep industry relationships and proactive sourcing approach to identify
compelling investment opportunities early that may be proprietary or less competitive. The Team
takes a deep, fundamental approach to underwriting, focusing on transformational value creation,
long-term profitability and unit economics, rather than relying solely on sector momentum. After
sourcing a potential investment, Knox Lane intends to follow a robust process to assess and
underwrite companies. Knox Lane seeks to build the businesses that it acquires in partnership
with their management teams by appropriately aligning incentives, defining a core set of
objectives, and bringing capabilities to bear to accelerate these initiatives. Knox Lane further seeks
to leverage its deep Target Ecosystem experience, an investor-operator mindset and relationships
with industry executives to assist portfolio company management in transforming a business.

        In addition, Knox Lane enlists Operating Partners whose primary responsibility will
include working with Knox Lane’s portfolio companies to develop and enhance internal
operations. In addition to these Operating Partners, Knox Lane also utilizes its Industry Advisors
to help manage through such periods of transition either by offering strong board-level oversight
or by recruiting specific professionals to join its portfolio companies on either a part-time or full-
time basis.

         The Governing Documents of each Fund set out its investment objectives, limitations and
restrictions, which vary from Fund to Fund.

Risks of Investment

        Each Fund and its investors bear the risk of loss that Knox Lane’s investment strategy
entails. The risks involved with Knox Lane’s investment strategy and an investment in a Fund
include, but are not limited to, those described below.

         Business and Market Risks. The Fund’s investment portfolio is expected to consist
primarily of securities and/or other interests issued by privately held companies, and operating
results in a specified period will be difficult to predict. Such investments involve a high degree of
business and financial risk that can result in substantial losses. In particular, these risks could arise
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