Wynnchurch Capital LP

Item 5 – Fees and Compensation

Wynnchurch and its affiliated General Partners receive fees and compensation in exchange for
advisory services provided to the Funds, including management fees, carried interest, additional
compensation in connection with management and other services performed for portfolio companies
of the Funds and reimbursements from portfolio companies for certain expenses advanced on their
behalf. The Funds are also responsible for bearing certain expenses as detailed below and in each
Fund’s Governing Documents.

Differences exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or
expenses that other Funds charge or charge them in different amounts. The following is a general
description of fees, compensation and expenses of the Funds. Limited partners should refer to the
Governing Documents of the applicable Fund for a complete understanding of how Wynnchurch is

compensated for its advisory services; the information contained herein is a summary only and is
qualified in its entirety by such documents.

Management Fees

Each General Partner charges the Fund a management fee, generally 2% per annum of non-affiliated
limited partner capital commitments. Specifically, management fees are initially charged at 2% of each
non-affiliated limited partner’s committed capital for the period of time during which each Fund is
making investments; thereafter, the management fee is equal to 2% of each non-affiliated limited
partner’s invested contributions with respect to investments that have not been disposed of less the
aggregate amount of any permanent write-downs with respect to each investment that has not been
disposed of subject to the terms of each Fund’s LPA. A Fund’s borrowings are generally taken into
account for purposes of calculating the management fee, as provided in each Fund’s Governing
Documents.

The amount of management fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs, except in
the case of investments that have been permanently written down (and for Fund VI, permanently
written down for U.S. federal income tax purposes). Permanent write-down determinations are made
in the discretion of the valuation committee in accordance with the relevant Governing Documents
and the Firm’s valuation policy. 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 distributions
(e.g., those resulting from a dividend recapitalization), partial sales, reorganizations, restructurings, roll-
over investments or similar transactions, in each case in circumstances that do not result in the
complete disposition of the relevant Fund’s interest therein, and even in cases where the value of such
Fund’s investment or ownership percentage in a portfolio company has been reduced as a result of
such transaction. In addition, management fees generally will not be reimbursed or refunded under
the Governing Documents in the event of realizations, dispositions or partial write-downs that occur
partway through the relevant calculation period. Further, where there has been a partial disposition
or permanent write-down of a Fund’s investment and the fair market value of the investment
following such event exceeds the total amount of the Fund’s investment contributions relating to the
investment, the Governing Documents do not require management fees after the stepdown date to
be reduced. In most circumstances, the post step-down management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including transaction fees charged
by the General Partner in connection with the investment, which poses a conflict of interest in that
the inclusion of such fees and expenses results in a higher management fee than if such transaction
fees and expenses were not capitalized into the asset base.

All management fees were negotiated with limited partners during the fundraising period of the
applicable Fund and are not subject to negotiation thereafter. Generally, limited partners participating
in a subsequent closing after the initial closing of a Fund are responsible for paying the management

fee as of the date of the initial closing of such Fund, plus interest, as applicable. In addition,
management fees are payable during term extensions and during Fund liquidations unless otherwise
notified to limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
management fee and management fees can differ from one Fund to another, as well as among limited
partners in the same Fund. Specifically, management fees are waived for Wynnchurch employees
(including employees investing through a General Partner), affiliates, Operations Group members and
their respective families investing in a Fund (although in each case, these limited partners generally
pay their pro rata share of certain Fund expenses). Similarly, limited partners in Executive Fund IV
do not pay a management fee (although such limited partners pay their pro rata share of certain
expenses).

As per the Governing Documents of certain Funds, the relevant General Partner is permitted to waive,
defer, or reduce all or a portion of the management fee otherwise required to contribute to such Fund
as partial satisfaction of the commitment of the General Partner and certain employees and affiliates
of Wynnchurch to invest in and alongside the Fund. Certain waived portions of the management fee
are treated by the Governing Documents as deemed capital contributions by the relevant General
Partner, which is effectively invested in the relevant Fund on the General Partner’s behalf and operates
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Item 7 – Types of Clients

Wynnchurch provides portfolio management services to its clients, which are private funds. Each of
the Funds limit its respective limited partners to persons who are both “accredited investors” as
defined in the Securities Act of 1933, as amended (the “Securities Act”) and either “qualified
purchasers” or “knowledgeable employees” each as defined in the Investment Company Act. The
Funds are not registered or required to be registered under the Investment Company Act; their
securities are not registered or required to be registered under the Securities Act; they are not made
available to the general public; and Fund interests are privately placed to qualified investors. Qualified
investors include individuals or entities to which Fund interests are permitted to be sold, which
generally includes (i) in the United States, people or organizations who meet certain net worth, income
and/or financial sophistication requirements as described above or (ii) in other countries, as permitted
by the relevant securities laws in such jurisdiction and in compliance with any foreign offering
provisions applicable to Wynnchurch and/or the Funds. The Funds generally require minimum
investment amounts varying from $5.0 million to $20.0 million for limited partner investment,
although the General Partners have accepted commitments under such minimum amounts in their
sole discretion.

Limited partners in the Funds include a broad range of investors, including, among others, high net
worth individuals, corporate pension and profit-sharing plans, charitable institutions, fund of funds,
foundations, endowments, municipalities, trust programs, foreign funds and other U.S. and
international institutions and typically include, directly or indirectly, principals and employees of
Wynnchurch as well as operating partners, Operations Group members and members of their
respective families.

On occasion, Wynnchurch offers co-investment opportunities for certain investors to invest alongside
a Fund in certain portfolio companies. As referenced in Item 4 above, co-investments have been
structured either as (i) a separate Fund (such as Executive Fund IV) or (ii) a direct investment by
certain investors into a portfolio company or its holding or operating company. When structured as
a Fund, Wynnchurch considers the investment to be a Fund client, identifies the Fund in its Form
ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Fund, reserves the option to assess
a management fee and carried interest on such Fund and includes the amount of assets of such Fund
in the Firm’s regulatory assets under management. In the case of direct co-investments, Wynnchurch
does not consider the investment to be a Fund or a client, does not act as the investment manager to
the co-investment portion of the investment, does not charge management fees or carried interest to
the investment, does not have custody of the investment or include the amount of assets of the co-
investment in the Firm’s regulatory assets under management. In such direct co-investment
opportunities, Wynnchurch will perform management, advisory and other services for the portfolio
companies in which these co-investors invest, generally at no cost to such co-investors except
portfolio company fees and expenses (which such fees and expenses are recorded at the portfolio
company).

With the exclusion of Executive Fund IV (which was formed to invest alongside Fund IV in all Fund
investments), co-investment opportunities arise when Wynnchurch has the opportunity for an
investment in an existing or prospective portfolio company and determines in its sole discretion that
all or a portion of the applicable opportunity is not required to be offered to, or is not appropriate for,
a Fund. Specifically, opportunities to participate in co-investment transactions arise when
Wynnchurch has the opportunity for an investment in an existing or prospective portfolio company
and Wynnchurch determines that (i) an investment requires additional capital, (ii) all or a portion of
the applicable opportunity is not required to be offered to a Fund, (iii) the full investment opportunity
is not appropriate for a Fund, whether due to concentration restrictions contained in the Fund’s
Governing Documents or otherwise or (iv) Wynnchurch believes the Fund will benefit from the
participation of the co-investor(s).

Wynnchurch will select the investors that are permitted to co-invest in a particular portfolio company
in its sole discretion based on various factors, including those that are specified in the Fund Governing
Documents, side letter provisions and in its policies on investment allocation and co-investments.
Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general no investor has a right to
participate in any co-investment opportunity. While one or more limited partners in the Funds are on

occasion invited to co-invest in a Fund’s portfolio companies, Wynnchurch is authorized in its sole
discretion to offer any or all of a co-investment opportunity to investors that are not limited partners
in the Funds. Wynnchurch’s exercise of discretion in allocating co-investment opportunities often
will not always result in proportional allocations among such co-investors and such allocations can be
more or less advantageous to some co-investors relative to other co-investors. In certain cases,
determinations to allocate such amounts or investment opportunities to vendors or service providers
will be made prior to the determination of the availability of opportunity for other co-investors, and
as such generally will decrease the amount of co-investment opportunities available. When co-
investment opportunities are permitted, it is possible that the size of the investment opportunity
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