Quad-C Management Inc

Item 5.      Fees and Compensation

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the
Adviser receives from each such Fund an advisory fee (each, an “Advisory Fee”).
Advisory Fees paid by a Fund are indirectly borne by investors in such Fund.

The precise amount of, and the manner and calculation of, the Advisory Fees for
each Fund are established by the Adviser, as modified by negotiations with
investors in the applicable Fund, and are set forth in such Fund’s Governing
Documents received by each investor prior to investment in such Fund. The
Advisory Fees and other fees described above are generally subject to waiver or
reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated
basis with selected investors. The Advisory Fee structures described above are
permitted to be modified with the consent of 66 2/3% of Limited Partners in the
Fund. Fees may differ from one Fund to another. Unless otherwise agreed with a
Fund’s investors, Advisory Fees will continue to be payable during any term
extension.

As further specified in the Governing Documents, from the commencement date of
the Fund until a date specified in the Governing Documents (the “Transition Date”),
Advisory Fees generally will be charged based on the amount of such Fund’s
aggregate commitments. After the Transition Date, Advisory Fees generally will be
charged and calculated based on the amount of aggregate cost basis attributable to
limited partner capital contributions (including any amounts borrowed pursuant to
any Fund credit facility) of the portfolio company investments held by the Fund as
of the commencement of such semi-annual period, to the extent that at such time
such investments have not been written-off (such investments, “Impaired Value
Investments”). Due to potential 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 an investment
exceeds the total amount of investment contributions relating to such investment,
post-Transition Date Advisory Fees will not be calculated based upon such
appreciated value, and will instead continue to be calculated based on the amount
of such investment contributions. Conversely, the Governing Documents do not
require Advisory Fees to be reduced or refunded following the occurrence of a
write-down, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition,
reorganization, recapitalization (including recapitalizations involving dividends),
rollover investment in connection with a sale or dividend distribution, except in the

case of investments meeting the relevant Impaired Value Investment standard
under the Governing Documents.

As a result, the amount of Advisory Fees generally will not correspond with
fluctuations in the net asset value of individual investments or of a Fund, including
following the relevant investment period, and will not be reduced in connection
with any write downs (whether temporary or permanent), except in the case of
Impaired Value Investments. Further, Advisory Fees generally will not be
reimbursed or refunded under the Governing Documents in the event of
realizations, dispositions or partial write-downs or write-offs that occur partway
through the relevant calculation period.

The Governing Documents set forth the full list of terms under which Advisory Fees
will be reduced, offset or otherwise be limited, and consequently investors should
expect to bear the full specified Advisory Fee rate in the Governing Documents until
they are reduced in the circumstances and on the date(s) specified therein.

Transaction fees and other fees and expenses; including certain fees (such as Other
Fees) and expenses paid to Quad-C or its affiliates, allocated to a portfolio company
at the time of investment are capitalized into the amount of invested capital.
Accordingly, after the Transition Date, this would increase the amount of Advisory
Fees paid to the Adviser. Such amounts are in addition to the Other Fees (defined
below) paid to the Adviser.

Advisory Fees are deducted from the assets of the Funds semi-annually in advance,
no earlier than the fifth business day of each semi-annual period. Upon termination
of an Advisory Agreement, Advisory Fees that have been prepaid are generally
returned on a prorated basis.

The Advisory Fees paid by a Fund will generally be reduced by the amount of fees
paid by such Fund to persons acting as a placement agent in connection with the
offer and sale of interests in such Fund to certain potential investors and by the
amount of any organizational expenses of the Fund that exceed a threshold
defined in the Governing Documents.

Certain investors in the Funds such as employees and business associates of the
Adviser, its affiliates or their personnel (including any related entity established by
any of the foregoing, such as trusts, charitable programs, endowments or related
programs, family investment vehicles and other estate planning vehicles)
(collectively, “Adviser Investors”) will not typically pay Advisory Fees or a portion of
the profits, if any, distributed to its General Partner of each Fund (the “Carried
Interest”) in connection with their investment in a Fund.

The Adviser is permitted to establish certain investment vehicles through which
certain Adviser Investors, other “friends of the firm,” or other third parties may

invest alongside one or more Funds in one or more investment opportunities. Such
co-investment vehicles generally do not pay Advisory Fees or Carried Interest.
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Item 7.      Types of Clients

The Adviser currently provides investment supervisory services to its Fund clients.
Investment advice is provided directly to the Funds (subject to the direction and
control of the General Partner of each such Fund, if applicable) and not individually
to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from
registration under the Securities Act and the 1940 Act. Investors in the Funds are
generally “qualified purchasers” as defined in the 1940 Act, and may include, among
others, high net worth individuals, banks, thrift institutions, other investment
entities, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, or business entities, sovereign wealth funds,
Service Providers, family offices or executives of portfolio companies, funds-of-
funds, limited partnerships and limited liability companies or other entities.

The General Partner of a Fund creates alternative investment structures in certain
cases for purposes of accommodating legal, tax, regulatory, or similar reasons of
some or all investors in a Fund. In the event the General Partner creates such a
structure, subject to the terms of the Governing Documents, the expenses related
to its organization and formation and other expenses will be borne by a Fund, and
indirectly the investors (even if certain investors do not participate in such
structure).

The Funds typically have a minimum required investment; however, the General
Partner of each Fund may in its sole discretion permit investments below the
minimum amounts set forth in the offering documents of such Fund.