P2 Capital Partners LLC

Item 5: Fees and Compensation

Adviser Compensation

P2 is compensated for providing services to the Private Funds as established in each Private Fund’s COM.
The compensation includes both management fees and performance-based fees, which are negotiated on a
fund-by-fund basis. P2 and/or the P2 Fund GPs have the authority to deduct management and performance-
based fees from the assets of the Private Funds and to authorize the payment of other fees/expenses to third-
parties from the assets of the Private Funds.

Management fees generally range from 1.0% to 2.0% (depending on the particular Private Fund and the
particular class of limited partnership interests or shares that an underlying investor has invested in)
calculated on the investor’s capital account balance as of the end of the specified fee period. Generally,
management fees are paid either quarterly in arrears or quarterly in advance (less than six months in
advance). For the Private Funds that pay in advance, the Private Fund documents provide that, upon
termination, P2 will refund all management and other fees for which services have not been rendered.

Each of the Private Fund agreements provides for the allocation of performance-based fees in the form of
profit allocations to the relevant P2 Fund GP as carried interest. The Private Funds generally have a profit
allocation ranging from 10% to 20% (depending on the particular Private Fund and the particular class of
limited partnership interests or shares that an underlying investor has invested in) of the net profits
attributable to each investor, which is paid to the P2 Fund GP of the Private Funds either at the end of the
specified fee period or upon withdrawal of capital. For withdrawals, the profit allocation only applies with
respect to the amount of capital withdrawn.

The profit allocation is calculated as specified in each Private Fund's COM. Depending on the particular
Private Fund (and the different investor classes, as available for a particular Private Fund), high water
marks, hurdle rates and preferred returns may apply to the profit allocation. P2's performance fee is charged
in compliance with Rule 205-3 under the Advisers Act. Although the Private Funds have different fee
structures, P2 avoids the potential conflict of favoring those with higher overall fee structures by adhering
to investment allocation procedures that promote the fair and equitable treatment of investment allocations
over time.

Allocation of Fees and Expenses

In addition to P2’s management and performance-based fees, the Private Fund investors will bear various
other fees and expenses charged to the Private Funds. Those fees will vary, but typically include fees such
as brokerage (see “Item 12” of this Brochure for more information and details regarding P2’s brokerage
practices), custodial and administration fees, directors fees, commissions and related costs, interest costs,
insurance costs, legal fees, accounting, audit and tax preparation fees, taxes, costs associated with reporting
and providing information to existing or prospective investors, investment and investment-related expenses,
including research expenses, travel expenses, third-party valuation expenses and transaction and due
diligence expenses (whether or not the transaction or investment is consummated). Some of these expenses,
such as expenses in connection with a portfolio investment or proposed portfolio investment, are shared
among the Private Funds, and in such case, are allocated to the Private Funds based on their pro rata share
of these costs, at the sole discretion of P2. P2 is authorized to incur these expenses on behalf of the Private
Funds; when this occurs, the respective Private Funds reimburse P2 in the amount of such expenses.

Generally, P2 deducts management fees, performance fees and other fees and expenses from the Private
Funds by instructing the Private Fund’s administrator to do so.

Prospective and existing investors in the Private Funds are advised to review the applicable Private Fund
COM for a more extensive description of the fees and expenses associated with an investment in the Private
Funds.

Certain investors in the Private Funds, which are generally employees of P2, may not pay management
and/or performance-based fees on their investment in the Private Funds. Notwithstanding this exception,
such investors do pay their pro rata share of all other Private Fund expenses.

P2 also receives certain fees in connection with its private equity investments. These fees are allocated to
the Private Funds based on each Private Fund’s operating agreements with P2 and are generally used to
offset management fees, as more fully described in each Private Fund’s COM.

Item 7: Types of Clients

As described in Item 4 above, P2’s sole clients are the Private Funds. Limited partners and shareholders in
the Private Funds are generally required to make a minimum investment in such Private Fund, as set forth
in each Private Fund’s COM. However, these minimum requirements may be waived in the discretion of
P2 or the applicable P2 Fund GP of the Private Fund. Interests in the Private Funds may be purchased only
by investors that are “qualified purchasers” for purposes of section 3(c)(7) of the Investment Company Act
of 1940, as amended.

Investors in the Private Funds include corporate and state pension plans, trusts, endowments, foundations,
charitable organizations, corporations, limited partnerships, limited liability companies, high-net-worth
individuals and employees.