Stonebridge Partners LLC

Item 5:           Fees and Compensation

        A. Fees Charged

        Carried Interest, Advisory Fees and Quarterly Monitoring Fees

        The Fund IV Limited Partnership Agreement and stand-alone co-investment vehicles limited liability
        agreements describes performance-based fees known as “carried interest” due to the General Partner once
        certain performance targets are achieved.

         Currently, neither Fund IV nor any stand-alone co-investment vehicle pays management fees to
         Stonebridge Partners.

         Stonebridge Partners receives ongoing Quarterly Monitoring Fees directly from Portfolio Companies,
         paid quarterly, in advance. Monitoring fees are either charged on a fixed or variable fee basis. Variable
         fees are charged as a percentage of the Portfolio Companies’ EBITDA, typically 5%, subject to a stated
         fee floor and stated fee ceiling. Monitoring Fees paid by such Portfolio Companies are negotiated by
         the relevant General Partner.

        Stonebridge Partners expects to receive a one-time fee, ranging from 1% to 2%, upon the acquisition
        closing of any investment, generally a percentage of the investment purchase price for its efforts to source,
        manage the due diligence process and arrange the equity and debt financing of the transaction. These fees
        are paid from financing proceeds and are not charged to the Fund.

        The fees to be paid to Stonebridge Partners and certain of its affiliates may create a misalignment of
        interests with investors. Stonebridge Partners and certain of its affiliates that receive these fees may be
        motivated to make certain decisions by the continuing receipt of these fees. These decisions may be
        advantageous to Stonebridge Partners and its affiliates receiving these fees but detrimental to investors
        which may create a misalignment of interests with investors.

Item 7:       Types of Clients

      Stonebridge Partners’ only provides investment advice to private equity funds. Funds are organized as
      either a single or multiple privately-held portfolio company investment vehicle structure. All investors
      within the private equity funds must be “accredited investors” as defined by Regulation D of the 1933 Act
      and meet other eligibility requirements as set forth in the investment documents.

      Private funds documents establish the fund minimums, which can be waived at the General Partner’s
      discretion.