Carr's Hill Capital Partners Management LP

Item 5: Fees and Compensation
   A. Pursuant to each Fund’s offering memorandum, limited partnership agreement, side letters
      and subscription documents, (the “Governing Documents”) compensation for investment
      supervisory services rendered to the Funds, Carr’s Hill receives from the Funds an advisory
      fee (each, an “Advisory Fee”). Advisory Fees paid by the Funds frequently are indirectly
      borne by the Investors in such Fund.

      The Adviser in some cases receives an upfront fee in the form of subordinated equity in
      connection with services provided to or on behalf of the Funds and Portfolio Companies,
      including the due diligence for the acquisition of a Portfolio Company and obtaining and
      negotiating the terms of the debt financing for such acquisition as well as ongoing advisory
      services. The Funds and/or the Portfolio Companies typically reimburse the Adviser for
      certain expenses advanced on their behalf in connection with the acquisition of a Portfolio
      Company and financing of such acquisition as well as ongoing advisory services. Generally,
      the Adviser receives annual fees in the form of either: a.) up to 2% of the committed capital
      of a fund or b.) from the Portfolio Company ranging from two (2%) to five percent (5%)
      of adjusted pro-forma EBITDA of the Portfolio Company on a consolidated basis, with
      certain minimums and maximums in both cases, (the “Management Fee”). However, the
      Management Fees are negotiable and may be reduced for certain investors in particular
      circumstances, as set forth in the applicable Governing Documents for each respective
      Fund. The Management Fee will cover all ordinary administrative and overhead expenses
      of the Adviser, including salaries, rent and office equipment. The precise amount of, and
      the manner and calculation of, the Management Fees for each Fund is governed and
      disclosed in the Governing Documents.

      In terms of performance-based fees, the Funds pay affiliates of the Adviser (including a
      Fund’s general partner, for example), a “carried interest” equal to 10-25% of profits on
      distributions derived from the disposition of investments or securities, after accounting for
      expenses and a preferred return to outside investors. The carried interest is paid at the time
      of and out of the distribution of profits to outside investors. Carried interest will be subject
      to certain adjustments and reserves as stated in more detail in the Funds’ Governing
      Documents.

      To the extent that the amount of transaction fees (including set-up, acquisition, and
      commitment fees), investment banking fees, fees earned in connection with transactions
      that are not completed (break-up fees), advisory fees, monitoring fees, directors’ fees paid
      by a portfolio company to the Manager, its affiliates, or employees, or other similar fees
      received by the Manager, its affiliates, or employees other than cost associated with
      operations-related consulting, finance, accounting, human resources and other specialized
      advisory or “back-office” services that would otherwise have been performed by third
      parties or internal company personnel (“Special Fees”) exceeds unreimbursed transaction
      expenses, including unreimbursed unconsummated transaction expenses, paid by the
      Manager, its affiliates or employees, (i) 50% of a Fund’s pro rata portion of such excess
      Special Fees (not to exceed $2,000,000 each calendar year) and (ii) 100% of a Fund’s pro
      rata portion of such excess Special Fees in excess of $2,000,000 of each calendar year will
      be applied to reduce Management Fees as provided in the applicable Fund’s Governing

   Documents.

   To the extent such offsets would reduce the Management Fee for a given quarter below
   zero, such offsets will be carried forward and reduce future installments of the Management
   Fee as provided in the applicable Fund’s Governing Documents.

B. The Funds are subject to expenses associated with operating the company. Expenses
   described below are general in nature and not intended to be exhaustive. For more
   information regarding expenses associated with investing in the Funds, please refer to
   applicable Fund Governing Documents.

C. Investors are subject to the following expenses associated with their investments in the
   Funds: the organizational costs of the Fund, including legal, accounting, compliance and
   comparable expenses. Each Investor bears the Fund’s pro rata share of operating expenses
   that include, but is not limited to: legal, auditing, accounting and other professional
   expenses, administration expenses and fees, investment expenses such as custodial fees,
   bank service fees and other expenses related to the purchase, sale or transmittal of Fund
   assets.

D. Carr’s Hill does not accept compensation for the sale of securities or other investment
   products, including asset-based sales charges or service fees from the sale of mutual funds.

Item 7: Types of Clients
As mentioned in Item 4, Carr’s Hill provides investment advisory services to pooled investment
vehicles on a discretionary basis.

Each of the Funds’ investors must be an “accredited investor” as defined under Rule 501 of
Regulation D of the Securities Act and, when required, a “qualified purchaser” as defined in
Section 2(a)(51) of the Investment Company Act or a “qualified client” as defined in Rule 205-3
of the Advisers Act and must meet other criteria as specified in the Governing Documents.