Abry Partners III LLC

ITEM 5          FEES AND COMPENSATION

        In general, the General Partner receives a management fee (the “Management Fee”) and
pays over such Management Fee to the Management Company pursuant to the Management
Agreement and the General Partner receives a carried interest in connection with the provision of
advisory services provided to the Fund. For certain Private Investment Funds, the carried interest
distributed to a General Partner is generally subject to a potential giveback, as set forth in the Funds
Documents, if the General Partner has received excess cumulative distributions. Any co-
investment funds generally may not pay a Management Fee or carried interest. Any 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
are permitted to receive additional compensation in connection with management and other
services performed for portfolio investments (e.g., Supplemental Fees, as defined below) of the
Private Investment Funds, and the Fund’s 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 Fund Documents. Fee structures are negotiated on a
vehicle-by-vehicle basis so investors should review the 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 Partnership Agreement of the Fund.

Management Fees

        The Fund generally pays a Management Fee equal to 0.30% on an annual basis (with
respect to limited partners that are not affiliated limited partners, the lead investor in the Fund or
limited partners who were investors in the Existing Fund who reinvested in the Fund) of the
aggregate original acquisition cost of all portfolio investments (including any follow-on
investments) borne by the Fund and its affiliates, including any amounts borrowed under the
Fund’s credit facility pursuant to the Partnership Agreement attributable to the Fund’s portfolio
investments, as reported on the balance sheet of the Fund as of the date of determination, which is
generally the start of each quarterly period.

For CLO Clients, any management fees are set forth in the collateral management agreement or
related documentation. Any management fees for CLO Clients generally include a base,
subordinated and incentive management fee. Management fees for the CLO Clients are paid until

redemption of the securities issued by the CLOs, which is generally ten years after issuance (unless
such CLO is reset, which could extend this time period).

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. The amount of Management Fees generally will not be reduced based on reductions
in investment value, except where specified by the Fund Documents. 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
that generally is not tied to the Fund’s then-current net asset value. As further specified in the Fund
Documents, and discussed above, Management Fees will generally be charged and calculated
based on a formula tied to the cost basis of investments made by the Fund (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 of Senior Advisors)
relating to investments that have not been disposed of or permanently declined in value as
determined by the general partner. Due to differences in the criteria set forth in their respective
Fund Documents, in the event where more than one Private Investment Fund participates in an
investment, there is the possibility that an investment will be deemed to have been disposed of or
permanently declined in value for purposes of one Private Investment Fund’s Fund Documents but
not those of one or more other Private Investment Funds. As a result, and as is generally the case
for private equity funds, except where the Fund Documents expressly provide to the contrary, the
amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments or of the Fund, including where the fair market value of an investment
exceeds or falls below the total amount of contributed capital or the cost basis relating to such
investment. Therefore, the Management Fees generally will not be reduced (in whole or in part) in
connection with any partial sale or disposition, distributions, partial realizations, reorganizations,
recapitalizations, write downs, restructurings, roll-over investments, extraordinary dividends made
with respect to, or similar transaction related to, an investment or in circumstances where one or
more other Private Investment Fund(s) divest their respective investment(s) (including credit
investments) in the relevant portfolio investment, whether in whole or in part, in each case in
circumstances that do not result in the complete disposition of the Fund’s interest therein (even in
cases where the value of the Fund’s investment or the Fund’s ownership percentage in such
investment has been reduced (including substantially reduced) as a result of such partial
distribution, partial realization, reorganization, recapitalization, write-down, restructuring, roll-
...

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”). In addition, the Management Company
and the Relying Adviser provide investment advice to CLO Clients. 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 Advisers and their
affiliates or Service Providers to the Advisers or the Private Investment Funds, as well as
executives of portfolio investments.

       The general partner also is generally 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.

        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) 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.