Riordan Lewis & Haden Inc

Item 5 Fees and Compensation
Management Fees
As the Management Company to the Funds, RLH receives a Management Fee. The Management Fee
arrangements are discussed in the applicable Partnership governing documents for each Fund and
are not negotiable.

Where applicable, limited partners of each Fund remit Management Fees to the Fund's bank account
six months in advance and the Fund retains such amounts until collected from it by RLH quarterly in
advance. In addition to a Management Fee paid to RLH, the General Partner may receive
performance-based compensation from the Partnerships calculated in accordance with the terms of
the governing documents of the particular Partnership. A more detailed discussion of the performance
fee arrangement is listed below in Item 6.

A Limited Partner in an RLH-managed Partnership generally does not have the ability to withdraw from

the Partnership until the dissolution of the Partnership, as specified in the governing documents of
each Partnership.
Fees, costs, and expenses
RLH receives reimbursement of certain expenses from the Funds, as described in the governing
documents of the Funds. These reimbursements are for expenses deemed by RLH in its discretion to
have been incurred in exchange for services which are beneficial to the Funds.

More specifically, a Partnership will pay all costs and expenses relating to its activities (to the extent
not reimbursed by a portfolio company) including, but not limited to: (a) Management Fees; (b)
Organizational Expenses (up to a cap specified in the Partnership's governing documents) and (c) all
expenses of the Partnership (other than those for which the General Partner and the Management
Company are responsible), including, but not limited to (i) legal, accounting, audit, consulting, and
other third party expenses; (ii) expenses associated with the preparation of Partnership financial
statements, tax returns and K-1s; (iii) expenses of the Advisory Committee; (iv) expenses related to the
delivery of reports, certificates, statements, opinions to the Partners or to governmental authorities; (v)
costs and expenses associated with the acquisition, holding and disposition of its proposed or actual
portfolio companies; (vi) any expenses related to unconsummated transactions; (vii) interest on and
fees and expenses arising out of any permitted borrowings made by the Partnership; (viii) all expenses
of liquidating the Partnership; (ix) any taxes, fees and other government charges levied against the
Partnership and all expenses incurred in connection with any tax audit, investigation, settlement or
review of the Partnership; and (x) all extraordinary liabilities and expenses of the Partnership (such as
indemnification payments, costs and expenses and litigation expenses, if any).

The General Partner, the Management Company, and their respective affiliates may receive certain
fees from portfolio companies in connection with the purchase, monitoring or disposition of investments
or in connection with unconsummated transactions (e.g., transaction, directors', break-up and
monitoring fees). In certain RLH-managed Funds, Limited Partners will receive partial or complete
benefit from such fees. The governing documents of each of the Partnerships provide more details
concerning these arrangements.

Notwithstanding the above, there are certain organizational expenses and placement agent fees
incurred by the Management Company which are not borne by the Limited Partners, as specified in the
governing documents for each of the Partnerships.

Item 7 Types of Clients
Investors (i.e. limited partners) in the Funds are primarily pension plans, endowments, insurance
companies and high net worth individuals.

The minimum capital commitment of a Limited Partner to a Partnership is $10 million. The General
Partner reserves the right, in its sole discretion, to accept capital commitments of lesser amounts.
Subscriptions for capital commitments from prospective Limited Partners may be accepted or rejected
at the sole discretion of the General Partner. All of the Funds are closed to new commitments.