Percheron Investment Management LP

FEES AND COMPENSATION

        In general, Percheron receives a management fee (the “Management Fee”) and a carried
interest in connection with advisory services provided to the Main Funds and does not receive a

Management Fee or carried interest from the Co-Invest Funds (though the Adviser reserves the
right, in its sole discretion, to charge a Management Fee and obtain a carried interest in respect of
any co-investment). Percheron and/or its affiliates receive additional compensation in connection
with management and other services performed for portfolio investments of the Funds and such
additional compensation will offset in whole or in part the Management Fees otherwise payable to
Percheron to the extent permitted by the Governing Documents (as applicable). In addition,
Percheron reserves the right to receive compensation for management and other services
performed in connection with co-investments made in portfolio investments of the Funds.
Investors in a Fund also bear certain expenses. A summary of the Funds’ anticipated fees and
expenses follows, but investors should review the applicable Fund’s Governing Documents for
details regarding fee structure and expenses.

Management Fees

         The Main Funds pay 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 Partners. Payments are made quarterly in advance. Investors
participating in a closing after a Main Fund’s initial closing date bear the Management Fee from
the initial closing date, generally in addition to an interest component payable to the Adviser or an
affiliate. Commencing with the first Management Fee due date after the expiration of a Main
Fund’s investment period or earlier upon the occurrence of certain events as set forth in the
applicable Partnership Agreement, the Management Fee will generally equal 2% per annum of
(i) investment contributions made (or payable to the Main Fund pursuant to capital call notices
then issued or to be issued to repay indebtedness incurred by the Main Fund and used to fund an
investment) with respect to investments (other than Bridge Financings (defined below)) that have
not been disposed of (as determined pursuant to the Partnership Agreement), less (ii) for those
investments that have not been disposed of, the aggregate net write-downs (which also gives effect
to aggregate write ups) in respect of such investments, in each case with respect to investors not
designated as “affiliated partners” by the applicable General Partner; provided that, commencing
with the first Management Fee payment date after the tenth anniversary of the Fund’s final closing,
the rate used to determine the Management Fee will be reduced to 1% per annum. 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 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 (including, where applicable, a
Fund borrowing component and the amount of any capitalized Transaction Fees (as defined below)
or expenses) made by the relevant Fund relating to the Fund’s aggregate investment in any

portfolio investment that have not been realized or reduced on a net basis by attributable write
downs (as further described in the Governing Documents).

        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 after the Stepdown Date to be reduced or
refunded following the occurrence of a partial distribution, partial attributable net write down or
partial sale (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 a dividend distribution) of an investment where the
fair market value of such investment following such event exceeds the total amount of investment
contributions relating to such investment.

        As a result, 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 attributable net write downs (as further described
in the Governing Documents). 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 of investments (e.g., those resulting from a dividend recapitalization or
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TYPES OF CLIENTS

        Percheron provides investment advice to its Fund clients, and references throughout this
Brochure to “clients” and Percheron’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds include investment partnerships or other
investment entities formed under domestic or foreign 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 include, and in the future are expected to include, individuals, banks or thrift institutions,
insurance companies, 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 Percheron and its affiliates and members of their families, members of the Portfolio
Support Group or other service providers retained by Percheron or a Fund, as well as executives
of portfolio companies.

        For legal, tax, regulatory or other reasons, Percheron is authorized to form one or more
alternative investment entities to make, restructure, or otherwise hold investments, including
outside the Funds. Generally, in such events, 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. 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 in the Governing Documents of the related Fund.

        Percheron does not have a minimum size for a Fund, but minimum investment
Commitments may be established for investors in the Funds. Such minimum investment amount
may be waived by the relevant General Partner in its sole discretion. 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 (the “Securities Act”), “qualified clients,” as that term is
defined under the Advisers Act, 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 Percheron personnel).

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Percheron principally focuses on making control-oriented investments in middle-market,
essential services businesses based in North America. Percheron’s founding principle is to be an
outstanding partner, which Percheron’s founders (the “Founders”) believe requires steadfast
commitment and unwavering support, values that are emblematic of the core traits of the Percheron
workhorse. Through its focused investment approach, Percheron seeks to make investments in
high-quality businesses in growing, resilient industries.

        Percheron targets opportunities that they believe exhibit “multiple vectors of growth,” or a
diversified growth opportunity which provides additional margin of safety in Percheron’s
investment underwriting. These vectors of growth may include (a) strong organic growth due to
the underlying strength of the target end markets, (b) buy and build opportunities given market
fragmentation, and (c) greenfield growth.

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

Investment and Operating Strategy

         Percheron is exclusively focused on investments in essential services businesses Percheron
believes to be of high-quality in large, growing end markets. These essential services businesses
generally have very similar characteristics, including (a) non-discretionary, nondeferrable, “need-
based” recurring demand, (b) relatively stable and consistent growth, (c) limited disruption risk,
(d) scalable business models with attractive unit economics, (e) strong EBITDA margin profiles
and (f) low capital intensity and high free cash flow generation. Percheron’s team has deep
knowledge and understanding of essential services business models and the key value drivers of
these businesses are applicable across end markets, creating a virtuous cycle of powerful
institutional knowledge and thereby enhancing Percheron’s specialized strategy. Percheron
believes its singular focus on one business model is a key competitive advantage versus other
firms, enabling the team to remain focused and specialized, with competitive advantages
throughout the investment lifecycle. From a sourcing standpoint, Percheron targets a large
addressable universe of acquisition targets with the potential for breakout outcomes, while also
maintaining focus and discipline when assessing businesses and eliminating off-strategy or
undesirable investments. Given the target universe, Percheron filters opportunities with a
framework-driven approach and pursues those Percheron believes to have the greatest return
potential. Importantly, given Percheron only focuses on one business model, the team is able to
systematically develop and apply centralized “Centers of Excellence” across talent management,
operations & marketing, finance & information technology, greenfield expansion and M&A to
build the foundation for growth at portfolio investments.

Risks of Investment

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

         Investments in Private Companies. The Funds’ investment portfolios are expected to
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