Saw Mill Capital LLC

FEES AND COMPENSATION

        In general, Saw Mill Capital receives a management fee (“Management Fee”) in
connection with its advisory services. Saw Mill Capital or other Saw Mill entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies of Private Investment Funds and such additional compensation will offset in
whole or in part the Management Fees otherwise payable to Saw Mill Capital. Investors in the
Funds also bear certain fund expenses.

Management Fees

           Main Fund I and FF Fund I

        Each limited partner (each, a “Limited Partner”) of Main Fund I and FF Fund I pays to
such Fund, which in turn pays to Saw Mill Capital, an annual Management Fee, quarterly in
advance equal to 2% of its capital commitment. Upon the earlier to occur of (x) December 12,
2012 or (y) the date on which the capital commitments available for draw down are zero, the
Management Fee shall equal 2% of the amount of such Limited Partner’s aggregate investment
contributions, reduced by the amount of the distributions to such Limited Partner constituting a
return of investment contributions and the amount of any write-down.

        The Management Fee is charged from January 1, 2007 (the “Fund I Effective Date”)
based on total capital commitments, regardless of the date on which such Limited Partner is
actually admitted. Limited Partners participating in a subsequent closing paid to Saw Mill Capital
a Management Fee retroactive to the Fund I Effective Date and, in addition, paid an additional
amount on such Management Fee at the prime rate plus 2% from the Fund I Effective Date. As of
December 14, 2018, this fee was reduced to 1.75%. This fee was reduced to 0% December 2020.

      Each installment of the Management Fee is reduced (but not below zero) by an amount (the
“Fund I Offset Amount”) equal to 50% of all Fund I Offset Fees (defined below) received by

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Saw Mill Capital, Saw Mill GP I, each director, officer, stockholder, member, manager, partner,
employee or affiliate of Saw Mill Capital or Saw Mill GP I (including the principals) (each a “GP I
Affiliate”) that relate to any portfolio company (or prospective portfolio company) during the
preceding (or, in Saw Mill Capital’s or Saw Mill GP I’s sole discretion, the then current) quarterly
period multiplied by the Partnership Percentage (defined below). For purposes of this Brochure,
“Fund I Offset Fees” means all closing fees, investment banking fees, management fees,
consulting fees, origination fees, directors fees, monitoring fees, commitment fees, break-up fees
and similar fees received by any GP I Affiliate from a portfolio company or otherwise in respect
of the fund’s investment in the portfolio company (but with respect to non-cash consideration, only
to the extent of the net cash proceeds thereof as and when received), in each case net of any
amounts received by any GP I Affiliate as a reimbursement for costs or expenses (other than Fund I
Management Expenses (defined below)) incurred by the GP I Affiliate in generating such fees or
in connection with any consummated or unconsummated transaction. “Partnership Percentage”
means as of any date of determination, a fraction, expressed as a percentage, the numerator of
which is equal to the aggregate commitments and the denominator of which is equal to the
aggregate commitments plus aggregate parallel fund commitments.

        Saw Mill Capital reserves the right to waive all or any portion of any future installment of
a Management Fee. Any waived portion of a Management Fee installment shall (a) reduce the
amount of capital contributions that a Saw Mill entity otherwise would be required to make after
the date that the waived amount would otherwise be due and (b) correspondingly increase later
capital contributions of the Limited Partners in an amount not to exceed the waived portion of the
Management Fee. Waived or reduced Management Fees are not subject to the Management Fee
offsets described above, and the amount of such waived or reduced Management Fees may be
significant. Due to waived or reduced Management Fees by Saw Mill Capital and/or timing of
receipt of compensation subject to offsets (as described above), it is possible that Management Fee
offsets will not be fully realized by investors in Main Fund I or FF Fund I, resulting in a possible
net additional benefit to Saw Mill Capital.

       Saw Mill Capital and the Affiliated Advisers bear (a) ordinary overhead and administrative
expenses incurred by the Advisers in connection with maintaining and operating their respective
businesses (including salaries, rent and equipment expenses) to the extent not borne or reimbursed
by a portfolio company (“Fund I Management Expenses”). Saw Mill Capital or an Affiliated
Adviser will bear any placement fees, either directly or indirectly through an offset to the
Management Fee. For the purpose of clarity, if any placement fees are paid initially by Main
Fund I or FF Fund I, the funds for payment of such placement fees shall be paid by the
non-Saw Mill Limited Partners as if such placement fees were Management Fees, and one or more
subsequent installments of the Management Fee payable to Saw Mill Capital is reduced by the
aggregate amount of such placement fees paid by Main Fund I or FF Fund I, as applicable.

        Each of Main Fund I and FF Fund I bears (and reimburse Saw Mill Capital, Saw Mill GP I
and their respective affiliates for) all Fund I Organizational Expenses (defined below), in each case
multiplied by the applicable allocation percentage, up to an aggregate amount equal to $1,000,000.
Saw Mill Capital bears any Fund I Organizational Expenses in excess of that amount, either
directly or indirectly through an offset to the Management Fee. For the purpose of clarity, if any
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TYPES OF CLIENTS

        Saw Mill Capital provides investment advice to the Funds. The Funds may 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 may 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 may include, directly or indirectly, principals or other employees of Saw Mill Capital
and its affiliates and members of their families or other service providers retained by Saw Mill
Capital.

         The Funds generally have a minimum commitment amount of $5 million for third-party
investors. Such minimum investment amount may be waived by Saw Mill Capital, but generally
the minimum investment is not less than $100,000 for Main Fund I and $500,000 for Fund II. In
each instance, these Interests were offered solely to qualified purchasers who are also qualified
clients (or knowledgeable Saw Mill personnel). Interests in FF Fund I were offered and sold solely

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to accredited investors who are generally qualified clients (or qualified knowledgeable Saw Mill
personnel). Interests in Fund II are still being offered to certain qualified purchasers.

                   METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Saw Mill generally makes control investments in middle market companies headquartered
in North America in partnership with management teams that seek to leverage our strategic
resources to accelerate growth through strategic repositioning, achieve operational improvement,
realize scale benefits through add-on acquisitions, and achieve a leading market position.
Saw Mill focuses on investments in manufacturing, specialty distribution or service companies
and does not expect to invest in retail, media/telecom, information technology, financial services
or personnel-based business services.

       There can be no assurance that Saw Mill Capital will achieve the investment objectives of
the Funds and a loss of investment may be possible.

Investment and Operating Strategy

Proactively Target Investments Where Value is Obscured

        Saw Mill screens investment opportunities with the goal of identifying companies that are
under-performing relative to their potential. Saw Mill utilizes its own research-intensive due
diligence to identify the inherent value of its target companies prior to making an investment, and
then develops the initiatives, timeframe and resources required to achieve this value. Saw Mill
has a dedicated Research Director who works alongside each deal team to conduct comprehensive
industry, market, and company-specific diligence for each investment. Saw Mill has developed
productive relationships with a network of operating executives, consultants and advisors that are
able to provide further diligence on critical aspects of investments that require expertise to validate
the investment thesis. Saw Mill has a proven record of capitalizing on complex situations where
many other potential buyers do not have the expertise, time or resources necessary to identify and
realize obscured value.

Partner with Management and Outside Executives to Effect Change

         Saw Mill seeks to effect change by facilitating and coaching the other key constituencies
that it believes are instrumental to the success of the investment, including (i) the management
team who jointly develops an improvement plan and then implements the agreed upon changes
and (ii) outside executives who are appointed by Saw Mill to provide experience, knowledge and
direction. Saw Mill typically invests in situations where the core management team is in place but
may need to be strengthened. However, Saw Mill has replaced senior managers in situations,
where required, to ensure the effective execution of the business plan. Saw Mill’s utilization of
outside executives is an integral part of its investment strategy and the selection of outside
executives is based on the following: (i) relevant operating or industry experience specific to the
company and its needs, (ii) ability to assist in the research-intensive due diligence prior to closing
and (iii) ability to effectively assist Saw Mill and management post-closing.

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Actively Manage Investments to Create Value

         Upon the closing of a transaction, Saw Mill begins to implement the strategic and
operational changes developed in conjunction with management during Saw Mill’s comprehensive
diligence process. Additionally, Saw Mill believes that strategic and operational initiatives are
critical to the growth process and creation of value. Each initiative is customized for the portfolio
company and often formulated prior to Saw Mill’s investment. Typically, such strategic initiatives
target the expansion of current product lines or entry into new sales territories, new product
development, a review of pricing strategies, and upgrading distribution and marketing.

Investment Sourcing

        Saw Mill identifies investment opportunities through the network of longstanding
relationships with executives, advisors, prior portfolio company managers and a proactive calling
program on intermediaries and professional service firms. This sourcing network is further
focused based on a metric-based analysis that identifies the most productive sources based on
historic deal flow and proven access to sellers in the manufacturing and services sectors.

           Investments typically arise from the following situations:

                       •     Privately held, family-owned companies represent the largest prospective
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