Catalyst Capital Advisers LLC

Item 5: Fees and Compensation
Method of Compensation and Payment of Fees

Clients are generally subject to the types of fees and expenses described below. Catalyst has the authority to
negotiate these fees and expenses at its discretion and may waive or negotiate lower fees and expenses for
certain Clients and/or employees and their family members. The following is a general description of fees,
compensation, and expenses payable by the Funds.

Management Fees

No management fees are charged to the Funds.

Carried Interest

The General Partner of PCEP III, through PCEP III Performance LP (a Delaware limited partnerships referred
to as the “Carry Partner”), is eligible to receive performance-based compensation on an ongoing basis (the
“Carried Interest”) based on the overall performance of the Funds. Any distributable cash that is attributable
to or derives from capital proceeds shall initially be apportioned among the Limited Partners, pro rata in
proportion to the number of limited partner units held by each limited partner divided by the number of limited
partner units held by all limited partners. With respect to each limited partner (other than the Carry Partner),
the amount apportioned to such limited partner will be immediately reapportioned as between such limited
partner and the Carry Partner, as follows: first, 100% to such limited partner until such limited partner’s
unreturned capital balance is reduced to zero; second, 100% to such limited partner until such limited partner
has received an annualized return of 15% (taking into account all prior distributions received or treated as so
pursuant to the limited partnership agreement); third, (A) 50% to such limited partner and (B) 50% to the Carry
Partner, until the Carry Partner has received aggregate distributions as provided in the limited partnership
agreement in an amount equal to 15% of the aggregate amounts (taking into account all prior distributions
received or treated as so); fourth, (A) 85% to such limited partner and (B) 15% to the Carry Partner, until such
Limited Partner has received an annualized return of 25% (taking into account all prior distributions received
or treated as so; and thereafter, (A) 80% to such limited partner and (B) 20% to the Carry Partner. Subject to
the applicable provisions of the Fund’s limited partnership agreement, the Carried Interest with respect to any
limited partner may be waived or altered by the General Partner in its discretion with the agreement of that
limited partner.

PCEP V does not have a carried interest provision. Holders of preferred units in PCEP V are entitled to
dividends at the rate of 8% per annum of the original issue price of such unit which accrue daily, whether or
not declared, and are cumulative and compounding on an annual basis. In the event of a deemed liquidation
event, as defined in the preferred unit purchase and exchange agreement, PCEP V shall make distributions of
cash and Fund property available for distribution on a pari passu basis to the holders of “Senior Preferred
Units” (as defined), which includes the preferred units held by affiliates of the General Partner, at an amount
per unit equal to 2.5 multiplied by the original issue price of the applicable series of Senior Preferred Units,
plus any accrued but unpaid dividends. Holders of Series 1 Preferred Units shall receive distributions at an
amount per unit equal to 0.5 multiplied by the original issue price of such units plus any dividends declared
but unpaid. Holders of the Preferred Units (other than to the holders of Series 2-D Preferred Units) and
Common Units shall receive distributions pro rata based on the number of Units held by each such unit holder.

Expenses

The Funds pay for, or reimburse the respective General Partner, the Adviser, the Carry Partner and their
affiliates for, all costs, expenses and obligations relating to the activities and business of the Funds, including,
without limitation, the following expenses:
  • all third-party, out-of-pocket costs and expenses of the respective Fund, the General Partner, their
       affiliates and their respective partners, members, managers, officers and employees, attributable to or
       related to sourcing, identifying, evaluating, negotiating, documenting and executing the purchase of the
       securities (whether or not consummated), including travel, legal, accounting, auditing, consulting,
       brokerage and other reasonable fees and expenses, financing commitment fees, transfer taxes, and costs
       related to the registration or qualification of securities;
  • all interest and expenses payable by the Fund on any indebtedness incurred by the Fund;
  • taxes, fees, and other governmental charges levied against the Fund;
  • all expenses incurred in the actual or proposed acquisition, holding, or disposition of the securities
       (whether or not consummated), including without limitation, accounting fees, brokerage fees, legal fees,
       travel, other out of pocket expenses and transfer taxes;
  • all legal, insurance, consulting, accounting, administrator and auditing, and similar expenses, and any
       costs related to the registration or qualification for sale of securities;

  •   all litigation expenses related to the Fund, the General Partner, the Carry Partner or any other of their
      affiliates, as defined, related to or arising out of the business of the Fund or the securities;
  •   all unreimbursed out-of-pocket fees and expenses incurred by the Fund, the General Partner, their
      affiliates or their respective partners, members, managers, officers or employees in connection with any
      conference or meeting of the limited partners or advisory committee or any meeting with, reporting to
      or communications with any or all of the limited partners or members of the advisory committee;
  •   all reasonable out-of-pocket expenses incurred by members of the advisory committee in attending
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Item 7: Types of Clients
The Adviser provides investment management services to the Funds. Investors in the Funds are institutions,
funds-of-funds, family offices, high net-worth individuals and other eligible investors. The minimum capital
commitment for an investor subscribing for an Interest in PCEP III was $220,000 and $20,000 for PCEP V,
although capital commitments of lesser amounts were accepted by the General Partners in their sole discretion.

Each prospective investor in the Funds generally represented that it is, among other things, (a) an “accredited
investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and (b) either (i) a
“qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act, or (ii)
a “knowledgeable employee”, as such term is defined in Rule 3c-5 under the Investment Company Act, of the
General Partners or Adviser.