Featheringill Capital LLC

Item 5.               Fees and Compensation
For our services to the Funds, the Funds’ General Partners/Managing Members, affiliates
of FCL through common ownership and control, will receive Carried Interest, a form of
performance-based compensation described below and/or a fixed fee, as specified in the
Fund offering documents. Relevant management or monitoring fees are charged directly
to the portfolio company(ies).

Management Fees and Carried Interest:

Carried Interest, typically 20%, is allocated upon the sale of any portfolio company or
realization of an investment or dividend. Limited Partners/Members should refer to the
appropriate Fund offering documents for detailed information regarding fees and fee
offsets. It is also important to note that any new Fund launched by FCL may have similar
or materially different terms than those summarized above.

Other Fees and Expenses

FCL investment professionals are frequently appointed as directors to portfolio
companies in which FCL has made an investment. FCL investment professionals closely
monitor the business activities of the portfolio companies and frequently provide strategic
advice and access to industry resources. As compensation for this service FCL may
charge annual monitoring fees to portfolio companies that are separate and apart from the
management monitoring type fee. Annual monitoring fees are negotiated and agreed
upon with the portfolio company. Other transaction fees may be charged by FCL or our
affiliates to compensate us or our affiliates for facilitating successful transactions
involving acquisitions, add-ons, or other financings, purchases or sales of portfolio
companies and securities. Please see Item 12 of this Brochure for additional information.
Some compensation arrangements may contain acceleration payment clauses the result of
which is full payment for services prior to the completion of such services. These
acceleration payments may be triggered by realization events or other agreed-upon
contractual provisions.

GENERAL INFORMATION:

Investments in Funds: The General Partner/Managing Member for each Fund is
affiliated with FCL through common ownership and control as well as shared executive
officers. The General Partner/Managing Member of each Fund, principals and/or other

related persons of FCL will generally participate in the Fund’s investments by investing
assets directly in the Fund.

Co-Investments: FCL or a Fund’s General Partner/Managing Member may make co-
investment opportunities available to Limited Partners/Members, their affiliates, FCL
employees, FCL’s related persons, and certain third-parties, as determined by FCL. If a
co-investment opportunity is presented to an outside investor or third-party, FCL will
follow co-investment opportunity allocation procedures set forth below. Allocation of
such opportunities may create a conflict of interest as they are, by nature, limited and
participation is not possible for all or even most investors in the Funds. As such, FCL
must determine which investors will be given the opportunity to co-invest and which will
not. Moreover, FCL has not in the past and may not in the future allocate certain deal
expenses to participating co-investors.

To address these potential conflicts, we have adopted written policies and procedures that
provide investors with appropriate disclosures regarding the conflicts of interest inherent
in co-investing. Investors should note, however, that FCL’s allocation of co-investment
opportunities and deal expenses is at the sole discretion of FCL and may be driven by
prior arrangements and other factors. For example, FCL may give priority to Limited
Partners/Members that had negotiated side letters requiring that FCL provide co-
investment opportunities at the time of their original capital commitment to the applicable
Fund. In addition, co-investment opportunities may be allocated to and deal fees waived
or reduced for third party investors that are necessary to help FCL complete a transaction
or investors that will be involved with the particular company post-closing. Finally,
although investors are not typically a source of investment opportunities, when
applicable, FCL may generally give priority with respect to co-investment opportunities
and deal fee and expense allocations or reductions to any investor that brought an
opportunity to FCL’s attention. Deal fees and expenses may also be reduced or waived
for a co-investment party that may have an impact on the viability or terms of the
proposed investment opportunity and the ability of the Funds to take advantage of such
opportunity

Pursuant to the respective Limited Partnership/Membership Agreements, certain
executive officers and employees of FCL also have direct investments in one or more of
the underlying portfolio companies through separate, affiliated entities formed for co-
investment purposes. Employees and related persons of FCL may also be offered
additional opportunities, on a case-by-case basis, to co-invest in portfolio companies with
the Funds. These co-investments will either be made pursuant to certain limitations
outlined in each Fund’s legal documents or will be disclosed in advance to Limited
Partners/Members in Funds that do not contain such limitations.

If a proposed transaction is not consummated, no such co-investment vehicle will have
been formed, and the full amount of any expenses relating to such proposed but not
consummated transaction (“Dead Deal Costs”) would therefore be borne by either FCL or
the Funds or Funds selected by FCL as proposed investors for such proposed transaction
(depending on the structure of each particular fund). Similarly, co-investment vehicles

are not typically allocated any share of fees paid or received in connection with such an
unconsummated transaction. As a general matter, no co-investor will bear Dead Deal
Costs or receive any portion of any fees until they are contractually committed to invest
...

Item 7.                Types of Clients
We provide investment management services to several private equity funds and
associated co-investors as disclosed at Item 4 of this Brochure.

Prospective investors in any new Fund launched by FCL should refer to the appropriate
Fund offering documents for information regarding that Fund’s minimum required capital
commitment and any additional qualifications required for investment.