Abry Partners II LLC

ITEM 5         FEES AND COMPENSATION

        In general, the applicable General Partner receives a management fee (the “Management
Fee”) and pays over such Management Fee to the Management Company pursuant to the
applicable Management Agreement and the applicable General Partner receives a carried interest
in connection with the provision of advisory services provided to certain Private Investment Funds.
For each Private Investment Fund, the carried interest distributed to a General Partner is generally
subject to a potential giveback, as set forth in the Fund Documents, if the applicable General
Partner has received excess cumulative distributions. The Co-Investment Funds generally do not
pay a Management Fee or carried interest. The Single Investment Funds may charge a fee, carried
interest, or other economic consideration, such as a “preferential distribution right.” The
Management Company or other ABRY entities or affiliates have received, and are permitted to
receive, additional compensation in connection with management and other services performed
for portfolio companies (e.g., Supplemental Fees, as defined below) of the Private Investment
Funds, and the Funds’ pro rata share of such additional compensation is generally offset in whole
against the Management Fees otherwise payable to the Management Company to the extent

provided by the relevant Fund Document. Fee structures are negotiated on a vehicle-by-vehicle
basis so investors should review the applicable Fund Documents for details regarding the fee
structures summarized below. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the applicable Partnership Agreement.

Management Fees

Equity Funds

        During an Equity Fund’s active investment period, an Equity Fund generally pays a
Management Fee equal to 2.0% on an annual basis of aggregate investor capital commitments
(“Commitments”). After the active investment period expires (or upon the occurrence of certain
other events set forth in such Fund’s Partnership Agreement), an Equity Fund’s Management Fee
is typically reduced to an amount equal to 2.0% of the cost basis of all securities of portfolio
investments then held by the Fund that have not been sold, distributed to partners, completely
written off for U.S. federal income tax purposed or otherwise disposed of. In the event the Advisers
raise a successor Private Investment Fund to such Equity Fund and/or accrue a Management Fee
in respect of such successor Private Investment Fund, the Management Fee percentage is generally
reduced from 2.0% to 1.0%. Abry Partners VII is not currently paying a Management Fee.

Senior Equity Funds

        During a Senior Equity Fund’s active investment period, a Senior Equity Fund generally
pays a Management Fee equal to 1.5% on an annual basis of Commitments. After the active
investment period expires (or upon the occurrence of certain other events set forth in such Fund’s
Partnership Agreement), then a Senior Equity Fund’s Management Fee is generally reduced to an
amount equal to 1.5% of the aggregate cost basis of securities of portfolio investments then held
by the Fund that have not been sold, distributed to partners, completely written off for U.S. federal
income tax purposes or otherwise disposed of. Abry Senior Equity IV is not currently paying a
Management Fee.

Senior Debt Funds

       During a Senior Debt Fund’s active investment period, a Senior Debt Fund generally pays
a Management Fee equal to 2.0% on an annual basis of Commitments. After the active investment
period expires (or upon the occurrence of certain other events set forth in such Fund’s Partnership
Agreement), then a Senior Debt Fund’s Management Fee is typically reduced to the lower of 2.0%
of Commitments or 2.0% of the cost basis or notional principal amount, as applicable, of
investments held by such Fund that have not been sold, completely written off for U.S. federal
income tax purposes or otherwise disposed of. Abry ASF Fund III is not currently paying a
Management Fee.

Heritage Funds

       During a Heritage Fund’s active investment period, a Heritage Fund generally pays a
Management Fee equal to 2.0% on an annual basis of Commitments. After the active investment
period expires (or upon the occurrence of certain other events set forth in such Fund’s Partnership
Agreement), a Heritage Fund’s Management Fee is typically reduced to an amount equal to 2.0%

of the aggregate cost basis of securities of portfolio companies then held by the Fund that have not
been sold, distributed to partners, completely written off for U.S. federal income tax purposes or
otherwise disposed of. In the event the Advisers raise a successor Private Investment Fund to such
Heritage Fund and/or accrue a Management Fee in respect of such successor Private Investment
Fund, the Management Fee percentage is generally reduced from 2.0% to 1.0%.

Other General Management Fee Information

        Management Fees generally are calculated and paid on a quarterly basis. Installments of
the Management Fee payable for any period other than a full quarterly period are adjusted on a pro
rata basis based upon the actual number of days in such period. A Fund’s Management Fee is
generally payable until all Fund assets have been distributed as described in the Partnership
Agreement. Investors participating in a closing after a Private Investment Fund’s initial closing
bear the Management Fee from such initial closing date, with an added interest factor, other than
with respect to ABRY Senior Equity IV, ABRY Senior Equity V and ABRY Senior Equity VI,
wherein the interest factor is retroactive to the effective date of such Fund. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with investors.

        Under the Fund Documents, the Management Fee will be calculated and charged on a basis
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ITEM 7          TYPES OF CLIENTS

         The Management Company provides investment advice to Private Investment Funds,
which 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 U.S. Investment Company Act
of 1940, as amended (the “Investment Company Act”). References throughout this Brochure to
“clients” and the Advisers’ related duties to and practices on behalf of its clients and/or investors
should be construed accordingly. The investors participating in Private Investment Funds generally
include individuals, banks or thrift institutions, university endowments, family offices, insurance
companies, pension and profit-sharing plans, trusts, estates or charitable organizations, sovereign
wealth vehicles, corporations or other business entities or other investment entities, and often
include, directly or indirectly, Principals or other employees of the Management Company and its
affiliates or Service Providers to the Management Company or the Private Investment Funds (e.g.,
legal Service Providers), as well as executives of portfolio companies.

       The relevant General Partner also generally is permitted to establish alternative investment
vehicles in order to permit one or more investors to participate in one or more particular investment
opportunities in a manner desirable for legal, 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 and Fund
Documents of such vehicles and the related Private Investment Fund.

        Other than the Co-Investment Funds, the Single Investment Funds and the Feeder Fund,
each Private Investment Fund generally has a minimum investment amount ranging from $5 to
$10 million for third-party investors. In most circumstances, investors in the Private Investment
Funds must meet certain suitability and net worth qualifications prior to making an investment in
the Private Investment Funds. Generally, investors must be (i) “accredited investors” as defined
under Regulation D of the U.S. Securities Act of 1933, as amended (“Securities Act”), and (ii) in
the case of Funds formed more recently, either “qualified purchasers” or “knowledgeable
employees” as defined under the Investment Company Act. The Advisers generally are permitted
to waive such minimum investment amounts and qualification requirements.