RFE Management Corporation

FEES AND COMPENSATION

A. Advisory Fees and Performance-Based Compensation.

         Generally, the Firm receives compensation in the form of investment advisory fees (the
         “Investment Advisory Fee”) from each Fund; and each Fund has a separate fee arrangement
         with the Firm. The precise amount, the manner of calculation, and timing of payment of
         any such management fee, carried interest, or performance-based compensation for each
         such Fund are established by the Firm, as modified by negotiations with limited partners
         in the applicable Fund (“Investors”), and are set forth in such Fund’s Governing
         Documents.

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             •      Payment of Fees.

                    Each of the Funds pays their respective Investment Advisory Fee, if any, directly
                    to the Firm and distributes the carried interest directly to its respective General
                    Partner from such Fund's assets.

B. Additional Fees and Expenses

         The Firm and the General Partners do not receive any other types of fees from the Funds,
         other than the Investment Advisory Fee and the carried interest described above. The
         Funds do not pay brokerage or other transaction fees to the Firm, but portfolio companies
         of the Funds pay management, advisory, directors or similar fees, transaction related,
         integration, consulting, advisory, closing or break-up fees directly to the Firm. In that case,
         the Investment Advisory Fee is reduced by all of such fees, other than the proportionate
         share of such fees paid to other alternative investment vehicles, in accordance with each
         Fund’s constituent documents. The Firm and its supervised persons do not accept
         compensation from the Funds for the sale of securities or other investment products. The
         Firm does not believe that these arrangements create any conflict of interest between the
         Firm and the Funds.

                    Operating and Organization Expenses

                    The Firm is entitled to be reimbursed for expenses that are required to be borne by
                    each Fund. Those expenses generally include: (i) all interest payable by such Fund
                    on any indebtedness incurred by the Fund; (ii) taxes payable by such Fund to
                    Federal, state, local and other governmental agencies; (iii) Investment Advisory
                    Fees; (iv) expenses incurred by such Fund in the actual or proposed acquisition or
                    disposition of portfolio securities, including, without limitation, accounting fees,
                    brokerage fees, legal fees, transfer taxes and costs related to the registration or
                    qualification for sale of portfolio securities; (v) expenses for consultants for
                    specialized or technical services of the type that are not generally provided by the
                    General Partner to the Fund related to the actual or proposed acquisition or
                    disposition of portfolio securities or relating to industries which the Firm has
                    identified as of interest to the Fund, payable by the Fund in the aggregate; (vi) other
                    legal, insurance, accounting and auditing expenses; (vii) expenses of such Fund's
                    advisory board; (viii) expenses incurred in connection with meetings of such Fund;
                    (ix) all expenses incurred in the organization of such Fund (including
                    reimbursement of the General Partner for all out-of-pocket expenses incurred in
                    organizing such Fund, such as travel, legal, administrative, accounting and auditing
                    expenses and expenses (but not fees) of placement agents), up to any maximum set
                    forth in such Fund's governing documents; and (x) fees of placement agents paid in
                    connection with the sale of interests in the Fund. Investors should refer to the
                    applicable Fund’s constituent documents for a more fulsome list of expenses
                    applicable to such Fund.

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C. Prepayment of Fees.

         Investment Advisory Fees for the Funds are paid quarterly in advance. The carried interest
         is paid, if at all, when investments are disposed of by the Funds. The Firm will return that
         portion of any pre-paid Investment Advisory Fee that it is not entitled to receive, including
         Investment Advisory Fees paid for periods after any termination of the Firm as the
         investment manager of the Funds. The amount so returned will be based on the period
         during which the Firm actually provides services. In addition, the constituent documents
         of the Fund also contain “clawback” provisions with respect to the carried interest, which
         require a General Partner to return excess carried interest distributions made to such
         General Partner. In the sole discretion of the Firm, the management fee and/or the carried
         interest may be waived or reduced.

D. Additional Compensation and Conflicts of Interest.

         The Firm and its supervised persons do not accept compensation (e.g., brokerage
         commissions) from the Funds for the sale of securities or other investment products,
         although the Firm may receive fees at the closing of transactions by the Funds from
         portfolio companies. As described above, the Investment Advisory Fees will be reduced
         by all of such transaction fees to the extent received by the Firm, rather than a Fund.

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TYPES OF CLIENTS

The clients to whom the Firm provides investment advice are private investment funds offered to
investors on a private placement basis that invest primarily in private equity.

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