OpenGate Capital Management LLC

FEES AND COMPENSATION

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

Management Fees

        Each of Fund I, Fund II, and Fund III will pay the Adviser, quarterly in advance, a
management fee (the “Management Fee”) equal to 2.0% on an annual basis of such Fund’s
aggregate investor capital commitments (“Commitments”). Investors participating in a closing
after the Fund’s initial closing date bear the Management Fee from the initial closing date. Upon
a date specified in the Governing Documents (the “Stepdown Date”), the aggregate Management
Fee will be reduced (as is the case with respect to Fund I and Fund II) and will equal 2.0% of the
aggregate capital contributions made to such Fund’s investments that have not been disposed of
or completely written off. The Management Fee will be payable until all portfolio investments are
distributed or until the Adviser’s relationship with the Fund is terminated for other reasons (as
described in the applicable Partnership Agreement). Installments of the Management Fee payable
for any period other than a full quarter 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 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 (including, where applicable, a
Fund borrowing component) made by the relevant Fund relating to the Fund’s aggregate
investment(s) in its portfolio companies that have not been disposed of or completely written off
(such investments, “Impaired Value Investments”) or realized.

        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. 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 reorganization, 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 the aggregate 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
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 distributions (e.g.,
those resulting from a dividend recapitalization) 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 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 or write-offs that occur part way through the
relevant calculation period.

        The Adviser and its affiliated investment advisers will receive certain supplemental fees
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TYPES OF CLIENTS

         OpenGate provides investment advice solely to its clients (which are the Funds, the
Executive Funds, and certain co-investment vehicles), and references throughout this Brochure to
“clients” and to OpenGate’s related duties to and practices on behalf of its clients and/or investors
should be construed accordingly. The Funds and Executive 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 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 include, directly or indirectly, principals or other personnel of OpenGate and its
affiliates and members of their families, Related Consultants, or other service providers retained
by OpenGate or a Fund, as well as executives of portfolio companies. The investors in the
Executive Funds generally include personnel of OpenGate, their estate planning or investment
vehicles, and certain other friends and family.

        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 Governing Documents.

       The Funds generally have a minimum investment amount equal to or in excess of
$10,000,000 for third-party investors, and Fund interests are offered and sold solely to qualified
purchasers (or qualified knowledgeable OpenGate personnel). OpenGate generally is permitted
to waive such minimum investment amount. The Executive Funds have been offered to employees
of OpenGate only, and generally do not have a minimum investment amount.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        OpenGate is a private investment firm focused on leveraged buyouts, equity, debt and other
investments in non-core and/or underperforming divisions of large multinational corporations, but
that have a defensible market position and mature operations with existing revenues and a strong
customer base, which OpenGate believes are likely to benefit from OpenGate’s in-house operating
professionals and experience. OpenGate’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 in non-
public companies, although investments in public companies are permitted.

        OpenGate’s investment strategy for each Fund focuses on the acquisition of controlling
interests in companies that OpenGate believes have strong market positions or franchise value but
with poor performance, significant operating challenges, inadequate or incomplete management
or in out-of-favor industries. OpenGate often seeks to target industries that are in a downturn and
present opportunities for consolidation. Within these industries OpenGate generally has a
preference for businesses that are asset-heavy, operationally intense, involved in industrial
manufacturing and/or are service oriented. As a result of the above factors, OpenGate aims to
purchase for the Funds distressed, good quality businesses at valuations OpenGate believes to be
low relative to their underlying potential. OpenGate generally focuses on investments that require
approximately $30 million to $75 million of initial equity per portfolio company (taking into
account expected opportunities for co-investment), although the required capital is permitted to be
greater or less than such amounts and additional capital may be deployed into a portfolio company
for add-on acquisitions or capital support. OpenGate’s primary focus is on Industrial businesses.
OpenGate targets Industrial companies with total enterprise values of up to $500 million and
annual revenues of up to $1.0 billion.

        Once an investment opportunity has been identified, OpenGate seeks to transition the
portfolio company from a neglected division within a large corporation to a highly dynamic and
growing independent business with substantial operational transformation. OpenGate works with
portfolio company management to grow the portfolio company organically or through the
execution of add-on acquisitions.

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

Investment and Operating Strategy

        Deal Sourcing and Due Diligence. OpenGate considers approximately five hundred
investment opportunities each year, approximately half of which are deemed qualified
opportunities by OpenGate professionals. OpenGate professionals carefully qualify each potential
investment opportunity to determine if it meets OpenGate’s investment criteria. For investment
opportunities that pass the screening process, OpenGate professionals undertake a preliminary
review that initially considers the target company’s positioning, merits and challenges within its
peer group. Senior professionals of OpenGate review the results of the initial due diligence in
order to determine whether to accelerate a potential transaction and the necessary allocation of
resources. OpenGate professionals then engage in several stages of due diligence on the potential
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