Burnham Sterling Asset Management LLC

ITEM 5           FEES AND COMPENSATION
A. TYPES OF FEES

    1. Private Fund
    Generally, the Manager is compensated for advisory services to a Partnership as described below. Please refer to
    the Partnership’s Governing Documents for more detailed information about the applicable fees, compensation,
    and expenses.

       Management Fee
         Generally, as compensation for investment advisory services rendered to a Partnership, the Manager receives
         a management fee which commenced accruing as of the initial closing and will be computed on a limited
         partner-by-limited partner basis (the “Management Fee”). The Management Fee shall be payable by the
         Partnership to the Manager (or its designee, as applicable), quarterly in advance, based on an annual
         percentage of the aggregate amount of each limited partner’s undrawn capital commitment and drawn
         commitments. The precise amount, and the manner and calculation, of the Management Fee is established
         and is set forth in the Partnership’s Governing Documents; provided that the Partnership’s payment of the
         Management Fee can be modified, amended or supplemented under Side Letters entered among the
         Partnership, the General Partner and certain limited partners. Management Fees will differ among limited
         partners in the Partnership.

         The Manager has the right to waive, reduce or make adjustments that will have the effect of waiving, reducing,
         or increasing, from time to time, all or part of the Management Fee with respect to certain limited partners
         without having the effect of waiving, reducing, or increasing the Management Fee with respect to other limited
         partners. In addition, the Manager, its affiliates, and employees of the Manager or affiliates will invest in or
         alongside the Partnership, and in connection with such investments, the Management Fee will be modified,
         substantially reduced, or waived. As described in the Partnership Agreement, the Management Fee will be
         reduced in certain circumstances in connection with the receipt by the Manager, its affiliates or its related
         persons of various fees.

       Carried Interest

        As described in the Partnership’s Governing Documents, the General Partner is entitled to receive an incentive
        distribution or “carried interest” in an amount equal to a specified percentage from the Partnership for services
        provided (“Carried Interest”). See Item 6 – Performance-Based Fees and Side-By-Side Management for a
        detailed discussion.

   2. Institutional Clients
   Management fees will be agreed to in writing prior to an engagement. Generally, management fees will be billed
   quarterly in advance and calculated on the assets under management as of the last day of the prior quarter.
   Management fees are negotiable and will be set forth in the Investment Management Agreement.

B. FEE DEDUCTION

   1. Private Fund
   Management Fees due and payable quarterly in advance as set forth in the Partnership’s Governing Documents.
   Carried interest is paid out in accordance with the Partnership’s Governing Documents.

   2. Institutional Clients
   Generally, management fees will be due and payable quarterly in advance and will be debited from the client’s
   account(s) pursuant to the written terms of the investment management agreement.

C. OTHER COSTS AND EXPENSES

   1. Private Fund
   In connection with BSAM’s advisory services, the Partnership will also pay, among others, the following costs and
   expenses:

       out-of-pocket investment costs, such as brokerage commissions, and finders’ fees, and transfer taxes;

       expenses relating to investigating, sourcing, acquiring, purchasing, operating, monitoring, holding,
        managing, leasing, improving, constructing, rehabilitating, zoning, marketing, advertising, developing,
        redeveloping, financing, exchanging, selling, and disposing of investments (including fees associated with
        the negotiation of side letters; travel, due diligence, and other out-of-pocket expenses or fees), regardless
        of whether or not the potential investment is acquired or the investment is disposed of;

       fees and disbursements to third parties relating to any audit and accounting or bookkeeping or tax services
        or financial reports with respect to, the books and records of the Partnership for any period;

       terminated transaction expenses;

       expenses incurred in relation to maintaining custody of any assets in connection with the business activities
        (including bank charges, insurance of documents of title against loss in shipment, transit or otherwise), and
        charges incurred for document retention;

       expenses incurred in connection with the valuation of the investments and assets;

       structuring fees and fees for services and expenses relating to investments;

       any deposits or down payments of cash or other property which are forfeited in connection with a proposed
        investment.

   Use of Side Letters. The General Partner has discretion to enter into written side arrangements with limited
   partners varying the terms or conditions in the Partnership Agreement with the effect that not all Investors in the
   Partnership will invest on the same terms and some Investors will enjoy more or less favorable terms and
   information than other investors. Existing side letter terms include, but are not limited to, 1) variations to fees,

   reporting requirements, transfer rights or information rights, 2) representation on a Partnership Advisory
   Committee, and 3) Most Favored Nation clauses. There is no limit with respect to the percentage of Investors
   who may receive side letters in the General Partner's discretion. Accordingly, a significant percentage of
   investors will have special rights.
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ITEM 7           TYPES OF CLIENTS
   1. Private Fund
   BSAM provides investment advice to the Partnership. Investors in the Partnership are required to represent that
   they meet the requirements of an “accredited investor” as such term is defined in Rule 501 of Regulation D of the
   Securities Act of 1933, as amended, and, if applicable, that they meet the requirements of a “qualified purchaser”
   as such term is defined in Section 2(a)(51) the Investment Company Act of 1940, as amended. The minimum
   required investment for the Partnership is provided in the Partnership’s Governing Documents. The Partnership’s
   General Partner, in its sole discretion, has authority to waive such minimums.

   2. Institutional Clients
   At a minimum, the Manager limits its clients to institutional investors and clients that meet the requirements for an
   “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended.