Aurora Capital Partners Management VI LP

Item 5   Fees and Compensation

          Aurora is compensated for its investment advisory services based on a percentage of
  committed capital or invested capital. Generally, each Fund pays Aurora a management fee based
  on committed capital during its investment period, and thereafter pays Aurora a management fee
  based on invested capital as set forth in the applicable limited partnership agreement. Where the
  relevant Fund partnership agreement generally calculate management fees based on the amount of
  commitments or the amount of investment contributions, the amount of management fees generally
  will not be reduced based on reductions in investment value, except where specified by the relevant
  agreement. As a general matter, management fees will be payable during term extensions unless
  otherwise agreed with investors in the relevant Fund.

          Aurora negotiates the management fee rate with investors in each Fund at the time such
  Fund is established. Aurora is typically entitled to collect management fees from the Funds on a
  quarterly basis. As described below, the management fee is reduced or waived in some
  circumstances in connection with the receipt by Aurora or its affiliates of various fees paid by
  actual or prospective portfolio companies. The management fee and carried interest is otherwise
  generally subject to waiver or reduction with respect to some or all of a Fund’s investors by Aurora
  in its sole discretion, including in connection with capital commitments made by the relevant
  General Partner, its affiliates, including Aurora personnel, “friends and family” of Aurora
  personnel, Aurora Advisors and certain other advisers and service providers including suppliers,
  vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction
  service providers and their respective affiliates, personnel and related investment vehicles
  (together, “Service Providers”) of the Funds, and certain other persons. Except as otherwise
  agreed, the General Partners and limited partners who are affiliates or personnel of Aurora will not
  be subject to carried interest or a management fee.

          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 a date specified in the governing documents (the
  “Stepdown Date”), management fees generally will be charged based on a formula tied to the
  amount of the relevant Fund’s aggregate commitments. 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 portfolio company fees (as discussed in this section
  below) or expenses, including costs of Aurora Advisors and other Service Providers) made by the
  relevant Fund relating to the Fund’s aggregate investment(s) in any portfolio company that have
  not been fully disposed of or completely written off for U.S. federal income tax purposes or
  permanently written down (such written off and written down investments, “Impaired Value
  Investments”). An investment generally shall only be treated as permanently written down to the
  extent that the investment has been permanently written down on a cumulative basis (after giving
  effect to write-ups) to an amount that is less than 10% of the aggregate investment contributions
  used to acquire such investment, in each case, as determined on the first day of the period with
  respect to which a determination is being made. 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 Fund 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 that have been
fully disposed of or 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 investment that has not been fully disposed of or an Impaired Value Investment
is less than the total amount of investment contributions relating to such investment that has not
been fully realized or such investment that has not been fully realized or such Impaired Value
Investment, then the amount of management fees otherwise payable relating to such investments
will be reduced solely based on the ratio of the fair market value of each such 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, the amount of management fees generally will not correspond with fluctuations
...

Item 7   Types of Clients

         Aurora provides investment advice solely to its Fund clients, and references throughout
  this Brochure to “clients” and to Aurora’s related duties to and practices on behalf of its clients
  and/or investors should be construed accordingly. Investors in the Funds generally include
  insurance companies, public and private pension plans, funds-of-funds, other institutional
  investors, trusts, high net worth individuals, portfolio company executives and college and
  university endowments.

          The Funds may have a specified minimum investment set forth in their offering
  documentation, organizational documents or other governing documents. Such minimums are
  typically subject to the discretion, on the part of Aurora, to accept lesser capital commitments in
  certain circumstances.