Swan Investment Partners LP

FEES AND COMPENSATION

        In general, Swan receives a Management Fee and a carried interest in connection with the
provision of advisory services to its clients. Swan or other Swan entities or affiliates receive
additional compensation in connection with management and other services performed for
portfolio companies of the Funds and such additional compensation will offset in whole or in part
the Management Fees (as defined below) otherwise payable to Swan to the extent provided by the
Governing Documents. Investors in a Fund also bear certain expenses.

Management Fees

        The Funds generally will pay Swan, quarterly in advance, a management fee (the
“Management Fee”) equal to a specified percentage on an annual basis of aggregate investor
capital commitments (“Commitments”). Investors participating in a closing after a Fund’s initial
closing date bear the Management Fee from the initial closing date, generally in addition to an
interest component payable to Swan or an affiliate. Upon a date specified in the Governing
Documents (the “Stepdown Date”), the Management Fee for certain Funds will be reduced and
will equal to a specified percentage of (a) the aggregate funded Commitments plus the aggregated
amount of any unapplied waived Management Fee, as reduced by (b) permanent write downs and

distributions constituting returns of capital. The Management Fee will be payable until proceeds
from all portfolio investments are distributed or until Swan’s relationship with the relevant Fund
is terminated for other reasons (as described in the Governing Documents). Installments of the
Management Fee payable for any period other than a full quarterly 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. Different
Funds may be subject to different Management Fees and performance-based compensation
arrangements.

        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 (including interest expenses) and the amount of any capitalized
Supplemental Fees (as defined below) or expenses, including costs and expenses of the Operations
Group and other operating partners) made by the relevant Fund relating to the Fund’s aggregate
investment(s) in its portfolio companies other than those that have been disposed of or completely
written off or permanently written down for U.S. federal income tax purposes (such investments,
“Impaired Value Investments”). Due to differences in the criteria set forth in their respective
Governing Documents, in the event where more than one Fund participates in an investment, there
is the possibility that an investment will become an Impaired Value Investment for purposes of
one Fund’s Governing Documents but not those of one or more other Funds.

        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 applicable investment contributions. Conversely,
the Governing Documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown, decrease (including a significant decrease) in fair value 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 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 each relevant 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
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 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 sales or
dispositions, distributions (e.g., those resulting from a dividend recapitalization) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions or in circumstances where one or more other Fund(s) divest their respective
investment(s) (including credit investments) in the relevant portfolio company, whether in whole
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TYPES OF CLIENTS

         Swan provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to Swan’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. The Funds generally include investment partnerships
or other investment entities formed under U.S. or non-U.S. 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 often include, directly or indirectly, principals or other personnel of Swan and its
affiliates and members of their families, members of the Operations Group, other operating
partners or other Service Providers retained by Swan or a Fund, as well as executives of portfolio
companies.

        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 of the related Fund.

        Each Fund generally does not have a minimum investment amount for third-party
investors, and Fund interests are offered and sold solely to qualified purchasers and accredited
investors that are also qualified clients (or qualified knowledgeable Swan personnel). To the extent
applicable, Swan generally is permitted to waive any such minimum investment amount in its sole
discretion.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Swan is a private investment firm focused on leveraged buyouts, equity, debt and other
investments in market-leading companies believed to benefit from Swan’s in-house investment
and operating professionals and experience. Swan’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.

       Swan’s investment strategy for the Funds focuses on providing controlling or engaged
minority equity investments in companies that operate in high growth, resilient sub-sectors of
business and industrial services, including companies operating in the logistics, critical services
and aerospace sub-sectors.

        Swan focuses on investing in companies that meet Swan’s investment criteria, which
includes business metrics such as having leading market share, above market organic growth,
strong margin profiles and cash flow conversion, strong management, and multiple levers for value
creation. As a result of the above factors, Swan aims to purchase quality businesses at valuations
Swan believes to be fair. Swan focuses on investments that require equity capital of approximately
$50 million to $150 million, although the required capital may be greater or less than such amounts.

         Once an investment opportunity has been identified, Swan seeks to develop a joint-
underwrite alongside the founder, family, and/or management team to accelerate the growth of the
acquired company by (i) increasing organic growth through enhanced go-to-market strategy and
additional sales resources, (ii) expanding margins through pricing, procurement, and operational
initiatives, (iii) expanding service offering or geographic coverage through greenfield initiatives,
and (iv) complementing organic growth with strategic acquisitions.

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

Investment and Operating Strategy

       Deal Sourcing and Due Diligence. Swan markets its investment criteria to its deal source
network with frequent mailings, telephone calls, public relations, conference attendance and in-
person meetings. Once a potential investment is identified, Swan utilizes its investment criteria to
conduct detailed due diligence and seeks to verify the investment merits of the business and

investigate the major risks to the business and its operating plan. As part of its diligence process,
Swan completes a detailed analysis of an industry including contacting a target company’s
customers and vendors, trade organizations, Swan’s contact network and, in certain instances,
industry consultants.

         Develop Joint-Underwriting Plan. Senior members of the professional staff of Swan and
its affiliates develop a joint underwrite alongside the founder, family, and/or management team
prior to the close of each transaction focusing on the target’s strengths, weaknesses, competitive
position, industry trends, investment and operating objectives, and other relevant factors.

        Build Management Team. Swan may supplement or replace the management team at a new
portfolio company or advise the existing management team on ways to improve performance.
Swan and its affiliates routinely search for highly qualified senior managers and often identify
qualified candidates prior to making an investment. In certain instances, operating professionals
of Swan or its affiliates will fill key management roles (including chief executive officer or chief
financial officer) on an interim basis immediately following closing until a professional
management team can be assembled.
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