Sun Capital Advisors LP

FEES AND COMPENSATION

      In general, and except as described herein, the Advisers are eligible to receive a
management fee (the “Management Fee”) and a performance-based carried interest (or incentive

allocation, as applicable) in connection with the Fund Advisor’s provision of advisory services to
its clients. Investors in a Fund also bear certain fund expenses. These forms of compensation are
detailed below. To the extent permitted by the relevant Fund Agreement, certain Advisers have
the right to permit certain Investors who are affiliated with an Adviser or other persons to invest
through a Fund’s General Partner or otherwise without being subject to the Management Fee or
carried interest (or incentive allocation, as applicable).

LBO Funds

Management Fee

         The terms and payment of Management Fees by an LBO Fund’s limited partners typically
vary over the life of such LBO Fund, in accordance with the provisions of the Fund Agreements.
Each of the LBO Funds generally will pay its General Partner, quarterly in advance, a Management
Fee in an amount equal to 1.75% per annum of aggregate capital commitments by limited partners
in the relevant Fund (such capital commitments with respect to the relevant Fund,
“Commitments”). Based on the life cycles of the current LBO Funds, presently only limited
partners of Fund VI, Fund VII and Fund VIII are charged a Management Fee. Generally upon the
earlier to occur of (i) the date when all Commitments of the relevant LBO Fund have been invested
or otherwise used to pay expenses of such Fund and (ii) the fifth anniversary of the initial closing
of such Fund (the sixth anniversary of the commencement of the investment period, in the case of
Fund VI, Fund VII and Fund VIII) (the “Stepdown Date”), the Management Fee will be reduced
and will be an amount equal to 1.75%, or as of April 6, 2025 for Fund VI, which has experienced
its Stepdown Date, reduced rates of 1.25%, 1% or 0.9%, depending on the amount of Commitments
by limited partners (including, as set forth in the Fund Agreements, certain affiliated and/or
commonly advised limited partners), of (a) the aggregate funded Commitments to make
investments or pay expenses incurred directly in connection with the making, maintaining or
disposing of such investments plus the aggregate amount of unapplied waived Management Fee,
if any (as discussed below), including, where applicable, an LBO Fund borrowing component (e.g.,
bridge financing contributions), as reduced by (b) permanent write downs, as further described in
the relevant Fund Agreement. In accordance with the terms of each relevant Fund Agreement,
certain Funds such as Fund III, Fund IV and Fund V no longer pay a Management Fee. The
Management Fee generally is payable until the final distribution of the relevant LBO Fund’s assets
or until the Advisers’ relationship with the LBO Fund is terminated for other reasons, as described
in the relevant Fund Agreement. Installments of the Management Fee payable for any period other
than a full 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, and except as otherwise set forth below
with respect to Star Fund, the Fund Agreements provide that an LBO Fund’s Management Fees
will be calculated and charged on a basis that generally is not tied to such LBO Fund’s then-current
net asset value. As further specified in the Fund Agreements, from the effective date of the relevant
LBO Fund until the Stepdown Date, Management Fees generally will be charged based on a
formula tied to the amount of the relevant LBO 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, an LBO Fund

borrowing component) made by the relevant LBO Fund, but excluding such LBO Fund’s
investment(s) in its portfolio companies that have been realized or permanently written down (such
permanently written down investments, “Impaired Value Investments”).

        Under each LBO Fund’s Fund Agreements, where the fair market value of a Fund’s
aggregate investment in a portfolio company 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, such Fund Agreements 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 where the Fund’s aggregate investment(s) in a portfolio company meet the relevant
Impaired Value Investment standard under the Fund Agreements. 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 as of the
date of any realization or write-down, then the amount of the Management Fees otherwise payable
relating to such Impaired Value Investment will be reduced solely based on the ratio of the fair
value of each relevant remaining investment as compared against the amount of total investment
contributions relating to such investment(s) as determined on the first day of the period with
respect to which a determination is being made.

        As a result, and as is generally the case for private equity funds (except as otherwise set
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TYPES OF CLIENTS

        The Fund Advisors provide investment advice solely to their Fund clients, privately-
offered pooled investment vehicles formed and operated under an exemption under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and references throughout
this Brochure to “clients” and to the Fund Advisors’ related duties to and practices on behalf of
their clients should be construed accordingly. Limited partnership interests, shares or units, as
applicable (each, an “Interest”), in a Fund are offered exclusively to prospective investors
satisfying eligibility requirements applicable to private placement transactions within the United
States and certain offshore transactions.

        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 Fund Agreements of the related Fund.

        The Investors participating in a Fund may include high net worth individuals, banks or
thrift institutions, other investment entities, university endowments, sovereign wealth funds,
pension and profit-sharing plans, trusts, estates, family offices or charitable organizations or other
corporations or business entities. Investors may include, directly or indirectly, principals or
employees of Sun Capital Advisors or its affiliates and members of their families, consultants or
other service providers retained by Sun Capital Advisors and the Funds and/or portfolio
investments.

         The LBO, CV and Securities Funds generally have a minimum investment amount of $5
million for third-party Investors, with Star Fund generally having a minimum investment amount
of $1 million for third-party Investors. Interests in the Funds are offered and sold solely to qualified
investors (including qualified knowledgeable personnel of Sun Capital Advisors and/or its
affiliates, who may invest indirectly in a Fund through the applicable General Partner). Sun Capital
Advisors generally is permitted to waive or modify such minimum investment amounts, subject to
applicable law in a Fund’s jurisdiction of formation.

        The Advisers will select whether and to what extent Investors that have indicated interest,
and other third parties (including, without limitation, finders, consultants, investment bankers,
sector experts, strategic advisors or investors, prospective investors in future funds offered by the
relevant General Partner, lenders or other service providers), are permitted to invest in co-
investment opportunities based on various factors, including indicated interest or capacity,
knowledge and experience, investable assets, responsiveness, industry expertise relevant to the
opportunity and other factors as more fully described in the Advisers’ Investment Allocations/Co-
Investment Policy and/or the relevant Fund Agreement(s). Additionally, certain transaction
sourcers or sourcing consultants negotiate or seek to negotiate co-investment rights or co-
investment priority rights as a component of their compensation or other arrangements with the
relevant Fund(s). Except to the extent required by the Advisers’ Investment Allocations/Co-
Investment Policy and the relevant Fund Agreement(s), no Adviser is obligated to make co-
investment opportunities available to any or all Investors of a Fund.

                   METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

         Sun Capital Partners is a global private equity firm focused on identifying portfolio
investments’ untapped potential and leveraging its operational and financial resources to transform
results. Sun Capital Partners is focused primarily on, direct and indirect, investments in defensible
businesses in growing markets with tangible performance improvement opportunities that the firm
believes can benefit from the firm’s in-house operating professionals and experience. This includes
good companies that Sun Capital Partners believes to be underperforming their potential to be
great, operationally challenged businesses, or distressed businesses, in the North American and
European middle markets.

       The Fund Advisor’s investment advisory activities with respect to the LBO Funds, the CV
Funds and the private equity investments of the Securities Funds consist of identifying and
evaluating investment opportunities, negotiating investments, monitoring investments and
negotiating and advising regarding the disposition of investments. Investments are predominantly
in non-public companies although investments in certain public companies are permitted.

        Star Fund is a perpetual investment vehicle which seeks to provide limited partners an
opportunity to invest in a diversified portfolio of investments focused primarily on minority
investments in single-asset, general partner-led secondary transactions. Star Fund expects to invest
in continuation vehicles managed by other private equity firms, and in some cases in such vehicles
managed by Sun Capital Advisors, primarily in North America and Europe across three industry
verticals: services, industrials & distribution and food & consumer1. For the avoidance of doubt,
the three industry sectors of focus are subject to change (some may be added and some may be de-
emphasized) over the life of Star Fund.

        The Securities Funds have ceased making new platform investments and are currently in
the process of winding down and disposing of existing investments over time. However, the
Securities Funds may make add-on and/or follow-on investments intended to support and/or
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