Dowling Capital Management LLC

Item 5: Fees and Compensation

Pursuant to the limited partnership agreement of the Fund and as set forth in the
Fund’s other governing documents and offering materials, Dowling receives
compensation for the management services it provides in the form of an annual
management fee, payable quarterly in advance, calculated during the investment period
as a percentage of capital commitments, and thereafter as a percentage of invested
capital.

As set forth in Item 6 below, the General Partner is also eligible to receive carried interest
calculated on a cumulative basis of up to twenty percent (20.0%) of the realized profits
earned from investments by the Fund. The Fund’s offering and organizational
documents include further details on fees, compensation and related matters.

Dowling’s advisory fees do not include all of the fees that the limited partners of the
Fund m a y bear. In addition to Dowling’s management fee and carried interest
allocations, limited partners of the Fund will bear indirectly, as partnership expenses,
their pro rata share of any fees and expenses charged by Dowling or the General Partner
to the Fund and deducted directly from the Fund. Those fees will vary, but typically
include professional fees such as legal and accounting fees, and these fees and/or
expenses may be paid directly to third parties. Limited partners of the Fund may bear
the following fees and expenses:

              Legal Fees
              Administrative Fees
              Professional Fees (including, without limitation, expenses of consultants
               and experts)
              Taxes
              Insurance
              Audit Fees
              Brokerage Commissions
              Corporate Licensing Fees
              Bank Service Fees
              Transaction Fees
              Custodial Fees

This list is not exhaustive; limited partners of the Fund should review the Fund’s
offering materials and organizational documents for a more extensive description of the
fees and expenses associated with an investment in the Fund.

In addition to such fees payable to or incurred in connection with services provided by
third parties, ongoing expenses payable by the Fund may also include costs and
expenses incurred in connection with:

      The Fund’s financial statements and reports, tax returns, K-1s (or similar
       schedules) and any other communications with the limited partners of the Fund

      The dissolution, liquidation, winding up or termination of the Fund
      Any amendments or other modifications to the constituent documents of the Fund
       and any of its related entities
      Valuation of Fund assets
      Meetings of the Fund’s partners or advisory board

Limited partners of the Fund will also be required to pay their pro rata share of
organizational expenses incurred in connection with the formation of the Fund, up to a
maximum of $750,000 in the aggregate per Fund. Any amounts exceeding this cap will
be paid by Dowling and/or the General Partner.

Item 7: Types of Clients

Dowling provides investment advice to the Fund, which is a Delaware limited partnership
that was formed to make private equity and equity-related investments primarily in
insurance and related services and distribution companies, and is exempt from
registration under the Investment Company Act of 1940, as amended, under Rules
3(c)(1) and 3(c)(7) thereof.

The investors who hold limited partnership interests in the Fund are subject to applicable
suitability requirements identified in the Fund’s offering and organizational documents.
Each investor must be an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended, and must be a “qualified purchaser” as defined in the
Investment Company Act.

The minimum investment in the Fund is $10,000,000 per investor, although the
General Partner may elect to accept smaller investment amounts as it determines in its
sole discretion.