BAUM Capital Partners Management LLC

Item 5: Fees and Compensation

Item 5.A.

Management Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives from each
such Fund an advisory fee (each, a "Management Fee"). Management Fees paid by a Fund are indirectly
borne by investors in such Fund.

BCP is compensated for its advisory services through a Management Fee based on the Partners' capital
commitment during the Fund's investment period and on the Partners' invested capital after the commitment
period. The Management Fee is payable quarterly in advance and is equal to 2% per annum of the aggregate
commitments through the Fund's commitment period, after which it will be equal to 2% per annum
multiplied by, as of the first day of each fiscal quarter in which the Management Fee is paid or begins to
accrue, the aggregate amount of capital invested by the Fund in portfolio companies that have not been
fully disposed of or completely and permanently written off. Installments of the Management Fee payable
for any period other than a full quarterly period shall be adjusted on a pro rata basis according to the actual
number of days remaining in such period.

In general, the fees for the Funds are not negotiable. A portion of the profits, if any, is distributed to the
General Partner of each Fund (the "Carried Interest"). Carried Interest received by the General Partner is
described below in Item 6.

To the extent a co-investment or co-investment vehicle is created in the future, BCP may also receive
Management Fees and Carried Interest from co-investors or co-investment vehicles, which Management
Fees and Carried Interest may differ from those born by a Fund. Moreover, certain other co-investors or
co-invest vehicles may not pay any Management Fees or Carried Interest. In addition, the Adviser has and
may in the future enter into, side letters or similar arrangements with certain investors that grant different
terms (including lower fees or Carried Interest) to such investors than the terms generally applicable to
other investors in the Fund.

The General Partner may irrevocably elect to waive a portion of the Management Fee (the "Reduced Fee

Amount") in a written notice (a "Reduced Fee Notice") delivered to the Fund. The Reduced Fee Amount
shall reduce the capital contributions otherwise required by the General Partner or its affiliates.

The fee structures described herein may be modified from time to time. Fees may differ from one Fund to
another, as well as among investors in the same Fund. Details regarding BCP's management fees are set
forth in each Fund's relevant offering memorandum or LPA.

Other Fees

BCP and its affiliates perform management, advisory, transaction-related, financial advisory, strategic
planning and other services for, and receive fees from, actual or prospective portfolio companies or other
investment vehicles of the Funds, including board of directors' fees, consulting fees, advisory fees,
monitoring fees, transaction fees, closing costs/fees, break-up fees, and other similar fees paid to BCP, the
General Partners or their respective affiliates in connection with the Fund's investments or otherwise
(collectively with the other fees described in this section, "Other Fees"). The amount and timing of Other
Fees received by BCP or its affiliates are generally specified in the agreement or other documentation
governing the applicable transaction. Additionally, a portfolio company may reimburse BCP for expenses
incurred by BCP in connection with its performance of the above services for such portfolio company.
Using certain provisions outlined in the Funds' Organizational Documents or pursuant to established
practice or policy, the General Partner applies a portion of these fee amounts received to reimburse the
Funds for broken deal expenses and to reduce Management Fees. Specifically, the Funds' General Partners
shall apply any break-up fees, transaction fees and monitoring fees, as defined in the respective Funds'
LPAs, paid directly or indirectly to the General Partners, BCP and their respective affiliates (including their
respective members, partners and employees, but excluding the Funds, their Advisory Board members and
for Fund I, the members of the executive board that serves as an advisor to the General Partner and BCP
and consults with the General Partner concerning Fund I's investment activities and operations ("Executive
Board")) to offset the Management Fees. In the event that the amount of the Management Fee offsets
exceed the Management Fee for the immediately succeeding quarterly period, such excess shall be carried
forward to reduce the Management Fee payable in the following quarterly periods; provided that to the
extent that the total Management Fee due for such future periods is not sufficient to cover the Management
Fee offset required in the Organizational Documents or pursuant to established practice or policy, then upon
the termination of the Partnership, the General Partner shall make a payment to the Partnership pursuant to
requirements in the Organizational Documents or the established practice or policy.

Other Fees, costs and expenses allocated to a portfolio company at the time of investment (collectively,
"Capitalized Costs") are generally included in the amount of invested capital with respect to a portfolio
company. Accordingly, where the post commitment period Management Fee is based upon invested
capital, such base will include the value of such Capitalized Costs, including those payable or reimbursable
to the Adviser and its affiliates. This would increase the amount of Management Fees paid to the Adviser.

BCP and its affiliates receive "monitoring fees" pursuant to monitoring agreements with portfolio
companies of the Funds governing the advice, consultation and other similar ongoing services provided by
the Adviser to such portfolio companies. The terms of a monitoring agreement may include (among other
...

Item 7: Types of Clients

BCP provides investment advisory and management services to the Funds and may in the future provide
such services to additional affiliated Funds as well as co-investment vehicles. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner of each such
Fund, if applicable) and not individually to investors in such Fund.

The minimum commitment per Limited Partner to Fund I was $1,000,000 for other than individual investors
which was $300,000 and to Fund II is $1,000,000, all subject to the right of the General Partner to accept
lesser commitments in its sole discretion. The General Partner has regularly accepted minimum
commitment amounts of $100,000 for both Funds.

BCP's Clients rely on certain exclusions and exceptions from the definition of "investment company" in the
Investment Company Act. Accordingly, none of BCP Clients are registered as investment companies with
the SEC.

Investors in the Funds generally include high-net-worth individuals, family offices, and institutional
investors such as foundations, non-profits and private funds, including funds of funds. These investors
qualify as "accredited investors," "qualified clients," and, where required by the applicable exemption,
"qualified purchasers" under the Securities Act of 1933, the Investment Advisers Act of 1940, and the
Investment Company Act of 1940, respectively.