Willis Stein & Partners Management III LLC

FEES AND COMPENSATION

       The following is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees,
compensation, or expenses that other Funds charge. The Limited Partnership Agreements of the
Funds describe fees, compensation and expenses in greater detail.

       In general, the General Partner receives a management fee and a carried interest in
connection with advisory services. The General Partner or other Willis Stein entities or affiliates
may receive additional compensation in connection with management and other services
performed for portfolio companies (e.g., monitoring and other fees) of Funds. Investors in the
Funds also bear certain fund expenses, as described below and in the Limited Partnership
Agreements.

Management Fees

        Each Fund has agreed to pay the General Partner an annual management fee (the
“Management Fee”) equal to specified percentage of aggregate Fund investor capital
commitments. The Management Fee is payable on a semi-annual basis partially in arrears and
partially in advance. Investors participating in a closing after the initial closing of a Fund bear
the Management Fee from the date of the initial closing of such Fund. The Management Fee
may be reduced upon the expiration of the investment period or earlier upon the occurrence of
certain other events as described in the applicable Fund’s Governing Documents. In addition,
the Management Fee generally will be reduced by all or a portion of any transaction fees,
monitoring fees, directors’ fees, financial consulting fees or advisory fees paid to, or earned by,
the relevant General Partner or its affiliate with respect to any Fund investment and any break-up
fees with respect to Fund transactions not completed that are paid to the relevant General Partner.
The Management Fee generally is payable until all portfolio investments are distributed or until
the General Partner’s relationship with the applicable 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 Management Fee determination period are adjusted on pro rata basis
according to the actual number of days in such period.

        As permitted under the Governing Documents for each Fund, the General Partner may
waive or reduce a portion of the Management Fee in exchange for a reduction in the General
Partner’s capital contribution obligation and/or a corresponding interest in Fund profits. The
limited partners of a Fund may be required to make a pro rata contribution according to their
respective commitments to fund any contribution that would otherwise be required of the
General Partner in connection with any such waiver or reduction as described above and, as a
result, the exercise of such waiver or reduction may result in an acceleration (or delay) of
investor capital contributions. 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.

Carried Interest

        The General Partner is entitled to receive a carried interest with respect to the relevant
Fund equal to a specified percentage of all profits (in certain cases subject to a specified
preferred return with a related General Partner catch-up provision), as more fully described in the
Governing Documents. Any carried interest distributed to the General Partner is subject to a
potential giveback at the end of the life of a Fund if the General Partner has received excess
cumulative distributions.

Other Information

       The Funds generally invest on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the Limited Partnership
Agreement, over the term of the Funds and investors generally are not permitted to withdraw or
redeem interests in the Funds.

        The Advisers generally may exempt certain investors in the Funds from payment of all or
a portion of Management Fees and/or carried interest. Any such exemption from fees and/or
carried interest may be made by a direct exemption, investment through a separate class of
limited partnership interests of a given Fund, or through other Funds which co-invest with the
Funds.

      Principals or other current or former employees of Willis Stein may receive a portion of
any Management Fee, carried interest or other compensation received by the General Partner.

        In addition to any Management Fee and carried interest payable to the General Partner,
each Fund bears certain expenses. Each Fund generally will pay all other costs and expenses of
the Fund that are not reimbursed by portfolio companies, generally including legal, auditing,
travel, consulting and accounting expenses (including expenses associated with the preparation
of the Fund’s financial statements, tax returns and Schedule K-1s), expenses of the board of
advisors and annual meetings of the limited partners, insurance and other expenses associated
with the acquisition, holding and disposition of its investments, all third-party expenses in
connection with transactions not consummated, and extraordinary expenses (such as litigation, if
any); and any taxes, fees or other governmental charges levied against the Fund.

       Brokerage fees may be incurred in accordance with the practices set forth in “Brokerage
Practices.”

                PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT

        As described under “Fees and Compensation,” the General Partner is entitled to receive a
carried interest allocation on certain realized profits in certain of the Funds. A carried interest
allocation represents an investment adviser’s compensation based on a percentage of net profits
of the Funds it manages. See “Methods of Analysis, Investment Strategies and Risk of Loss,” for
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TYPES OF CLIENTS

       Willis Stein provides investment advice to Funds. 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 Funds may include individuals, banks or thrift institutions, other
investment entities, 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 Willis Stein and its affiliates.

       The Funds generally have a minimum investment amount of $10 million for third-party
investors. Generally, investors must be “accredited investors” as defined under Regulation D of
the Securities Act of 1933, as amended, and may also be required to be either “qualified
purchasers” or “knowledgeable employees” as defined under the Investment Company Act of
1940, as amended. Willis Stein may waive such minimum investment amounts and qualification
requirements.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Willis Stein typically acquires controlling interests in middle-market companies located
in the Midwest and across the United States.

       The following is a summary of the investment strategies and methods of analysis
generally employed by Willis Stein on behalf of the Funds. More detailed descriptions of the
Funds’ investment strategies and methods of analysis are included in the relevant Memorandum
and other Governing Documents for each Fund. There can be no assurance that Willis Stein will
achieve the investment objectives of the Funds and a loss of investment is possible.

Investment and Operating Strategy

       Willis Stein focuses on three vertical sectors of the economy - consumer services,
education and specialized business services. Willis Stein’s investment professionals are
organized around these sectors, and transaction teams include a veteran industry executive
advisor and a seasoned operating executive with experience managing in a leveraged
environment.

       Willis Stein follows a research-based approach to seek to identify attractive companies
with strong economic characteristics within its targeted industries. Willis Stein looks for
companies with what it believes to be a sustainable competitive advantage and the potential to
accelerate earnings growth.

       Identifying Opportunities. Willis Stein seeks to generate proprietary and traditionally
sourced investment opportunities in middle market companies located in the Midwest and across
the United States. In evaluating investment opportunities, Willis Stein looks for companies that it
believes possess the following core attributes:

   •   Strong franchise value, brand awareness and distribution

   •   Distinctive market positions and competencies in established, growing markets

   •   Significant potential for earnings growth through operational, financial or management
       improvement

   •   Presence in a fragmented industry with opportunity for consolidation

       Building Value. Willis Stein seeks to identify the primary levers for value creation and
develops well-defined business plans prior to investing to support each acquired portfolio
company’s targeted growth objectives. These plans include identifying operating initiatives to
attempt to drive revenue, earnings and market share growth by employing strategies such as:

   •   Expand product offerings

   •   Enter new end markets and geographies

   •   Invest in profitable capacity expansion and/or redesign

   •   Identify acquisition targets

   •   Expand sales and marketing efforts

   •   Streamline business processes to create additional operating efficiencies

   •   Manage the balance sheet to create cash flow and support growth

   •   Develop results-oriented performance measurement systems

   •   Align interests between managers and owners

        Realizing Value. Willis Stein seeks to be disciplined in its approach to portfolio company
exits and generally invests only in transactions where multiple exit options are identified prior to
investment, including prospective strategic acquirers as well as large financial buyers with
interest in that particular industry. Before acquiring a company, Willis Stein identifies and
analyzes potential acquirers, along with other potential exit options, and develops a business plan
intended to create an attractive asset for the targeted acquirers. Post-acquisition, the strategic and
operating plans are regularly reviewed and modified as market conditions and likely acquirers
change. In addition, Willis Stein regularly evaluates financial options such as recapitalization and
public offerings to seek to improve the company’s balance sheet, create awareness of the asset by
targeted acquirers, and ultimately maximize return on each investment.

Risks of Investment

        The Funds and their investors bear the risk of loss that Willis Stein’s investment strategy
entails. Although the following risk factors are generally applicable to Willis Stein’s Funds,
investors should also refer to each Fund’s Memorandum for risk factors specific to their Fund.

The risks involved with Willis Stein’s investment strategy and an investment in the Funds
include, but are not limited to:

        Business Risks. Each Fund’s investment portfolio consists primarily of securities issued
by privately held companies, and operating results in a specified period will be difficult to
predict. Such investments involve a high degree of business and financial risk that can result in
substantial losses.

       Future and Past Performance. The performance of Willis Stein’s prior investments is
not necessarily indicative of a Fund’s future results. While Willis Stein intends for the Funds’
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