PC3 Partners LLC

Item 5: Fees and Compensation

Management Fee

As an investment adviser to the Funds, as governed by the Offering Documents, PC3 will receive an
annual Management Fee whereby the rate will depend on the class interests of the Feeder Funds (or
the Master Fund).

The Master Fund will pay PC3 a Management Fee quarterly in advance on the first day of each calendar
quarter, equal to the applicable Management Fee percentage of the net asset value of each capital
account of each Investor as of such date.

Management Fees are generally pro-rated for partial periods.

PC3 does not anticipate reducing, waiving or calculating differently the Management Fee for Investors
in the Feeder Funds. It is anticipated that no Management Fee will be paid with respect to interests
held (directly or indirectly) by or for the benefit of the Principal, employees of PC3 or its affiliates, or
immediate family members of such parties.

Other Fees and Expenses

Organizational Costs and Expenses of the Funds

The Master Fund will bear all costs and expenses incurred in connection with the formation and
organization (such costs and expenses, the “Organizational Costs”) of the Funds. Such
Organizational Costs will be amortized over the first 60 months of the Feeder Funds’ operations,
unless such treatment results in adverse regulatory consequences, in which case the Funds shall be
entitled to expense such items on a current basis for financial statement purposes. Alternatively, such
Organizational Costs may be advanced by PC3 or one of its affiliates and then reimbursed by the Funds
over a period of time not to exceed 60 months. Organizational Costs include, without limitation, legal
and related fees and expenses in negotiating agreements and other documents, expenses incurred in
connection with the offering and sale of the interests in the Feeder Funds (including the preparation
and amendment of the Offering Documents, the Investment Management Agreement and other
constitutional documents), and fees and expenses incurred in connection with “world sky” matters
and private placement regimes and the preparation and filing of Form D and blue sky and similar fees
and expenses.

Operating Expenses

The Master Fund will bear all of the operating expenses (“Operating Expenses”) of the Funds,
including such costs incurred at or prior to the formation of the Funds and prior to the closing of the
Funds. Such expenses will include but are not limited to: the Management Fee; indemnification
expenses; legal and accounting services; independent audit and tax preparation expenses; investment
related expenses, inclusive of prime brokerage accounts, custody accounts, asset financing costs,
clearing and settlement charges, execution fees, interest expense, borrowing charges on securities
sold short, commissions, other transaction costs and fees and margin account expenses; expenses in
connection with transactions directed to broker-dealers in part in recognition of investment research
and information furnished or expenses for services rendered by broker-dealers in the execution of
such orders and the use of such research and other services provided by such broker-dealers;
investment-related research and data and data service expenses (paid directly or paid indirectly via
“soft dollars”), inclusive of third-party research, news and quotation equipment and services (e.g.,

PC3 Partners, LLC                                                           Form ADV Part 2A

Bloomberg terminals); fees, expenses and software related to cash management, treasury, trade
reconciliation, financial and counterparty management, risk monitoring, and performance reporting;
investment and trading consultant expenses; investment-related travel and entertainment expenses;
investment-related legal fees and expenses (including fees and expenses incurred in responding to
formal and informal inquiries); fees and expenses of the Directors and AML Officers; insurance costs
incurred in connection with the Funds’ business (including, without limitation, acquiring and maintaining
cyber insurance and D&O and/or E&O insurance liability insurance premiums with respect to the
Directors, the General Partner and PC3); regulatory compliance and consultant expenses (including
fees and expenses related to compliance with the rules of any self-regulatory organization or applicable
law in connection with the activities of the Funds or any trading vehicle, but not including fees or
expenses incurred in connection with the implementation or maintenance of PC3’s compliance
program); expenses incurred by the General Partner, PC3 or their affiliates in connection with the
initial and continuous offering of interests in the Funds (other than placement fees); fees and expenses
relating to proxy voting research, reporting, execution and recordkeeping services; expenses related
to reporting to and communicating with investors (including any costs, fees and expenses related to
investor relations, investor materials, performance information, data extraction and other types of
reporting and third party service providers); expenses relating to the registered offices of the Feeder
Funds, the General Partner and the Master Fund in the Cayman Islands or Delaware, as applicable;
corporate licensing; third-party administrator fees and expenses; any fees and expenses related to a
Fund’s liquidation, if applicable; extraordinary expenses and other similar expenses. Expenses paid on
behalf of the Master Fund by the General Partner or PC3 will be reimbursed by the Master Fund.

Expense Allocation

All Organizational Costs and Operating Expenses are treated as expense items of the Master Fund
and accordingly are shared by the Feeder Funds pro rata based on the balance in their respective
investment accounts as of the first day of each calendar month; provided that any such expenses
specific to a particular Feeder Fund are specially allocated to such Feeder Fund; provided, further, that
...

Item 7: Types of Clients

PC3 provides investment advice only to the Funds. Each of the Domestic Fund’s and the Offshore
Fund’s Offering Documents sets forth the eligibility criteria for Investors. Subject to the discretion of
PC3 to accept less, the minimum initial investment threshold for the Funds is $20,000,000. Additional
subscription minimums are disclosed in the Offering Documents for each Fund.

Domestic Fund

Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the
U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as
defined under Rule 3c-5 of the Company Act and must meet other suitability requirements. Interests
may not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts
or foreign estates, all as defined in the Internal Revenue Code. The Subscription Agreement contains
representations and questionnaires relating to these qualifications.

Offshore Fund

Each Investor generally must be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person that qualifies

PC3 Partners, LLC                                                            Form ADV Part 2A

as an “accredited investor,” as defined in Regulation D under the Securities Act, and either a “qualified
purchaser,” as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule
3c-5 of the Company Act, and must meet other suitability requirements. The Subscription Agreement
contains representations and questionnaires relating to these qualifications.