CIVC Partners LP

FEES AND COMPENSATION

       The following is a general description of fees, compensation, and expenses of the Funds.
Differences exist from Fund to Fund, and certain Funds may not charge certain fees, compensation,
or expenses that other Funds charge. The Governing Documents of the Funds describe fees,
compensation and expenses in greater detail.

       In general, each General Partner receives a management fee and a carried interest in
connection with the provision of advisory services it provides to clients. The General Partners or
other CIVC entities or affiliates receive additional compensation in connection with management
and other services performed for portfolio companies (e.g., monitoring and other fees) of the Funds
and such additional compensation will offset in whole or in part the Management Fees (as defined
below) otherwise payable to CIVC to the extent provided by the relevant Governing Documents.
In addition, in certain circumstances, the General Partner or other CIVC entities or affiliates
receive compensation for management and other services performed in connection with co-
investments made in portfolio companies of the Funds. Investors in the Funds also bear certain
fund expenses, as described below. It is expected that any future Funds will have a similar
compensation structure.

Management Fees

       During the investment period, the Funds generally will pay the General Partners an annual
management fee (the “Management Fee”), payable quarterly in advance, or more frequently,
equal to 2% (or a lesser amount) of aggregate commitments. After the investment period (the
“Stepdown Date”), the Management Fee generally equals 1.75% to 2% (or a lesser amount) of
aggregate unreturned invested capital or net asset value, as defined in the respective Limited
Partnership Agreements. Investors participating in a closing after a Fund’s initial closing date bear
the Management Fee from the initial closing date, generally in addition to an interest component
payable to CIVC or an affiliate.

      The Management Fee with respect to a Fund will commence as of the effective date of such
Fund based on aggregate commitments, regardless of when a limited partner is actually admitted.

Generally, the Management Fee will be paid out of current income and disposition proceeds of the
Fund and, in the General Partner’s sole discretion, from drawdowns that will reduce unfunded
commitments.

         The Management Fee for a Fund generally will be offset by the respective Fund’s share of
directors’ fees paid by portfolio companies to partners or personnel of CIVC and of the Fund’s
share of fees paid to the Management Company by any portfolio company for directors’ fees,
advisory fees, financial consulting fees, transaction fees, monitoring fees, breakup fees or other
similar fees (collectively, “Supplemental Fees”). For Fund VI, Fund V, Fund V AIVs and Fund
IV, the offset is 100% of such fees in proportion to the cost of such Fund’s investment in the
relevant portfolio company or prospective portfolio company relative to the cost of any other
Fund’s investment in such portfolio company or prospective portfolio company. For Fund VII, the
offset is 100% of such fees in proportion to Fund VII’s relative ownership or anticipated ownership
of the relevant portfolio company or prospective portfolio company relative to the ownership or
anticipated ownership of any other Fund or any other co-investor in such portfolio company or
prospective portfolio company. To the extent that such an offset credit would reduce the
Management Fee for a given quarter below zero, the credit will be carried forward for future
application against payable Management Fees and if a credit remains upon liquidation a payment
will be made crediting limited partners unless a limited partner has elected to waive such amount
(e.g., where an adverse tax consequence may result).

        Additionally, as further described below, CIVC may use certain third-party consultants
who will provide services to certain portfolio companies in which such Funds invest and may
receive compensation, including, but not limited to transaction fees, and such compensation will
not result in additional offsets to the Management Fee. CIVC currently does not use operating
partners, but may do so in the future. For the avoidance of doubt, CIVC also will not offset
compensation received from outside sources, such as residual employee board seats at entities that
are no longer Fund portfolio companies.

        As is generally the case in private equity funds, the Governing Documents often 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 the Stepdown Date, Management Fees generally will
be charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments.
Further, 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
Supplemental Fees or expenses) made by the relevant Fund relating to the Fund’s aggregate
investment(s) in its portfolio companies that have not been disposed of or completely written off
for U.S. federal income tax purposes (such investments, “Impaired Value Investments”). 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 Governing Documents, where the fair market value of a Fund’s aggregate
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TYPES OF CLIENTS

         CIVC provides investment advice solely to its Fund clients, and references throughout this
Brochure to “clients” and to CIVC’s related duties to and practices on behalf of its clients and/or
investors should be construed accordingly. Funds may include investment partnerships or other
investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools
under the Investment Company Act of 1940, as amended. The investors participating in Funds
generally include individuals, banks or thrift institutions, other investment entities, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and often include, directly or indirectly, principals or other personnel of CIVC and its
affiliates, and members of their families or other Service Providers retained by CIVC or a Fund,
as well as executives of portfolio companies.

        The Funds generally have a minimum investment amount of $10 million for third-party
investors. In most circumstances, investors in the Funds must meet certain suitability and net worth
qualifications prior to making an investment in the Funds. Generally, investors must be (i)
“accredited investors” as defined under Regulation D of the Securities Act of 1933, as amended,
and (ii) for certain Funds, either “qualified purchasers” or “knowledgeable employees” as defined
under the Investment Company Act of 1940, as amended. CIVC generally is permitted to waive
such minimum investment amounts and qualification requirements.

        The Management Company also serves as investment manager to various co-investment
vehicles, such as the Co-Invest Funds. Certain affiliates and personnel of CIVC and other third-
party investors may be permitted to participate in the Co-Invest Funds or in some cases co-invest
directly in a particular portfolio company. The Co-Invest Funds generally do not pay a
management fee or carried interest, but investors in the Co-Invest Funds do bear certain Co-Invest
Fund partnership expenses (e.g., the pro rata legal and other expenses associated with a portfolio
company investment, including broken-deal expenses, audit expenses etc.). CIVC will select
which investors are permitted to invest in the Co-Invest Funds (or directly co-invest in a particular
portfolio company) based on various factors, including the sophistication of the investor, the ability
of the investor to fund and complete the investment on a timely basis and for strategic or other
reasons as more fully described in the applicable Fund’s Limited Partnership Agreement. CIVC is
not obligated to make co-investment opportunities available to any particular investors or limited
partners. The Co-Invest Funds typically invest and dispose of their investments in the applicable
portfolio company at the same time and on the same terms as the applicable Fund making the
investment.

        For strategic and other reasons, Co-Invest Funds are permitted to purchase a portion of an
investment from a Fund. Any such purchase from a Fund by a Co-Invest Fund generally occurs
shortly after the Fund’s completion of the investment to avoid any changes in valuation of the
investment, and such Co-Invest Fund reserves the right to be charged interest on the purchase to
compensate the relevant Fund for the holding period.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for 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 of such vehicles and the related Fund.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        CIVC typically makes buyout and growth equity investments in middle-market companies
predominantly within the business services sector, focusing on companies in the United States
with enterprise values of between $40 million and $300 million. CIVC seeks investments in which
CIVC represents or controls a majority of the board or has shared control but retains an influence
over management and has appropriate controls over governance issues together with liquidity
rights. CIVC seeks to produce attractive investment results by working with the management
teams of its portfolio companies on operations and corporate strategy.

        The following is a summary of the investment strategies and methods of analysis generally
employed by CIVC on behalf of the Funds. More detailed descriptions of the Funds’ investment
strategies and methods of analysis are included in the applicable Memorandum for each Fund.
There can be no assurance that CIVC will achieve the investment objectives of the Funds and a
loss of investment is possible.

Investment and Operating Strategy

         CIVC adheres to a disciplined, consensus-driven investment process. This process
institutionalizes the investment judgment developed over the past 37 years and has been carefully
designed to facilitate all investment and exit decisions benefiting from the collective knowledge
and experience of the entire CIVC investment team, and is based on detailed analysis. The four
stages of CIVC’s investment process are outlined below.

Initial Review by the Deal Team

        All CIVC investment professionals work to proactively source new investment
opportunities. As described in the previous section, CIVC primarily sources transactions through
an active immersion strategy and active marketing to relevant intermediaries.

       Once a potential investment opportunity is identified, the opportunity is logged in CIVC’s
database. The deal team typically will then review company materials, conduct preliminary
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