Quad Partners LLC

Item 5: Fees and Compensation

A. Description of Advisory Fees
QUAD earns its fees and compensation by providing advice and investment
management services to the Funds.

Management Fees (defined below), Ancillary Fees (defined below) or other fees
payable to QUAD and its affiliated general partners by the Funds are established by
QUAD at the time of the establishment of the relevant vehicle and negotiated with
participating Limited Partners prior to their investments. Specific details of such
compensation and expenses and their method of calculation are set forth in the Funds’
Memoranda. The fees and other compensation payable to QUAD by a Fund vary from
fund to fund and may be different from the fees and compensation payable with
respect to any prior or successor Fund. Such compensation and expenses are generally
not negotiable although QUAD has and can enter into side letter agreements or other
arrangements with specific Limited Partners in certain Funds to provide such Limited
Partners with the opportunity to receive rebates of or reductions of Management Fees
or other compensation otherwise payable to QUAD with respect to their investments.

The Funds will compensate QUAD with Management Fees and Ancillary Fees assessed
as follows:

1.   Management Fees
QUAD receives periodic management fees from the Funds generally of up to 2% of
capital committed to, or the invested capital of, the Funds (the “Management Fees”).

Management Fees paid by Limited Partners in QUAD Funds generally impact the
Carried Interest (defined below) allocations received by QUAD’s affiliated general
partners.

QUAD or its affiliated general partners may, in their sole discretion, elect to waive or
reduce Management Fees with respect to any consenting Limited Partner.

The precise amount of, and the manner and calculation of, the Management Fees for
each Fund is disclosed in the organizational and offering documents of each Fund.

2. Ancillary Fees
QUAD and its affiliated parties, depending on the arrangement, receive monitoring
fees, directors’ fees, transaction fees, break-up fees and other fees from portfolio
companies or prospective portfolio companies of the Funds (collectively, such fees are
herein referred to as “Ancillary Fees”). Ancillary Fees will be allocated to the Funds
and any other QUAD entity investing in the relevant portfolio company based on their
investment amounts, and a portion thereof will be applied to reduce future
Management Fees payable to QUAD by the Funds according to the terms outlined in
the organizational and offering documents for each Fund.

B. Billing
The advisory fees are generally payable in advance on a quarterly basis and in
accordance with the terms agreed upon by QUAD and each respective Fund. These are
generally paid out of monies otherwise available for distribution or out of capital calls.
Please refer to the Memorandum of each of the Funds for complete information on the
timing of advisory fee payments.

C. Other Fees and Payments
In addition to the advisory fees payable to QUAD, Funds generally incur certain
additional charges that are imposed on the Fund by third parties. These additional
charges are set forth in the Memorandum of each Fund and typically include, but are
not limited to: account fees, custodial expenses, other bank service fees and other
investment costs, fees, and expenses incurred in connection with completed
investments.

As part of its strategy, QUAD has entered and will enter into certain strategic
relationships with operating partners and similar persons to provide certain services
in connection with due diligence, providing operating management to portfolio
companies and/or sourcing investments. In connection with such services, these
persons are generally entitled to (a) receive cash and/or non-cash (e.g., equity)
consideration for their services from the applicable portfolio companies, (b) receive
cash consideration (without duplication of (a) above) for their services from the
applicable Fund; (c) invest directly in one or more portfolio companies, and/or (d)
participate in a portion of the carried interest received by the general partner to the
applicable Fund.

Any such cash or non-cash consideration received by an operating partner or similar
person from a portfolio company will not be “Ancillary Fees” subject to offset for
purposes of Item 5 A. 2 above.

Typically, legal, accounting, filing and other expenses incurred in connection with
organizing and establishing a Fund are borne by the Limited Partners in such Fund.
Often, these expenses are capped in the governing documents for the Fund. With
respect to certain Funds, such expenses, up to the amount of any applicable cap, are
borne by the partners in such Funds and any excess is borne by QUAD.

Each Fund will be responsible for all costs and expenses related to the operation of
such Fund. These costs and expenses (except to the extent such expenses are paid or
reimbursed by a portfolio company) can include: the Management Fee; out-of-pocket
investment costs, such as investment banking fees and brokerage and underwriting
commissions, transfer taxes and finder’s commissions; all out-of-pocket expenses of
such Fund relating to sourcing, investigating, acquiring, monitoring, distributing and
disposing of investments (including, without limitation, reasonable travel and other
out-of-pocket expenses as well as fees for attendance of industry conferences, the
primary purpose of which is sourcing investments); domestic and foreign taxes
payable by such Fund and all other taxes, stamp and other duties and other
governmental charges payable by or on behalf of such Fund; fees and disbursements
of outside auditors and accountants relating to any audit of, or accounting services
with respect to, the books and records of such Fund including, without limitation, (1)
the preparation of periodic reports to the Partners and (2) the calculation of the
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Item 7: Types of Clients

 A. Types of Clients
 QUAD has no clients other than the Funds and, at this time, does not offer
 any services to any other person.

 Limited Partners in the Funds must typically be both “accredited investors” as defined
 in Rule 501(a) of Regulation D under the Securities Act and “qualified clients” as
 defined in Rule 205-3 under the Advisers Act. The Interests will not be registered
 under the Securities Act or the securities laws of any state.

 B. Conditions for Account Management
 The minimum initial capital contribution for the Funds is $5,000,000. QUAD
 reserves the right to reduce the minimum initial capital contribution and to accept
 subscriptions for lesser amounts.