PCP Managers LP

Item 5. Fees and Compensation

General

Parthenon, including the general partners of the Funds, generally receives from each such Fund a
Management Fee and Carried Interest (each as defined below) in connection with the investment
management and other services the Firm provides to the Funds. A Fund and/or its portfolio
companies typically also make other payments to Parthenon or its affiliates for services provided
to the portfolio companies which, in certain circumstances, reduce the Management Fees payable
by a Fund to Parthenon. Additionally, consistent with the Organizational Documents of a Fund,
the Fund (or its portfolio companies) typically bears all out-of-pocket expenses incurred by

Parthenon in connection with the services provided to such Fund and/or the portfolio companies.
Management Fees, Carried Interest and/or any other compensation payable to Parthenon or its
affiliates by a Fund and its investors are generally negotiated with the applicable underlying
investors. Detailed descriptions of such fees and expenses are contained in the Organizational
Documents of each Fund.

Management Fees

As compensation for investment supervisory services rendered to the Funds, Parthenon receives
from certain Funds a management fee (each, a “Management Fee”), the specific terms of which
are specified in the Organizational Documents of the applicable Fund that are received by each
investor prior to investing in such Fund. Management Fees with respect to the Funds generally
are calculated based upon a specified percentage of aggregate commitments until the end of the
investment period of the relevant Fund or the date on which a successor equity fund commences
operations and is paying Managements Fees, whichever is earlier, and, thereafter, based upon
certain methods as specified in the Organizational Documents of the relevant Fund.

With respect to Management Fee paying Funds, on a date specified in such Fund’s Organizational
Documents (the “Stepdown Date”), the percentage rate used to calculate the Management Fee
customarily decreases and the fee is calculated using a management fee base determined in
accordance with such Fund’s Organizational Documents. The Organizational Documents of such
Funds do not require any reduction or refund of Management Fees following decreases in fair
value of investments (including investments that are valued below their original cost basis) except
with respect to investments that are permanently written off for tax purposes and in accordance
with generally accepted accounting principles relating to the determination of worthless assets.
Similarly, increases in the fair value of an investment above its cost basis following the Stepdown
Date do not result in an increase in the Management Fee. As a result, Management Fees generally
will not track changes in the fair value of any individual investment or of such Funds.

Management Fees are paid by the Funds semi-annually, in advance, in accordance with provisions
of the respective Organizational Documents, subject to certain reductions as described in “Other
Fees” below. Consequently, the Management Fee owed for any semi-annual period will not be
adjusted for subsequent events that occur during such semi-annual period. For example, a
disposition of all or any portion of an investment during a semi-annual period will not result in a
rebate of any portion of the Management Fee previously paid with respect to such period.

The Firm does not deduct fees directly from investors’ capital accounts. The general partner of
each Fund typically causes the Fund to borrow the amount needed to pay Management Fees to the
Firm (and other expenses) and subsequently makes capital calls on investors in the Fund to repay
the borrowed amounts, plus accrued interest.

In order to facilitate prompt payment of installments of capital commitments, certain investors
(typically natural persons and their related investment vehicles) are required to contribute a
significant portion of their capital commitments to the respective Fund.

Management Fees are paid in advance with respect to a Fund and are not repaid if the Firm’s
management services terminate prior to the end of the relevant payment period.

The Management Fees and other fees and distributions described above are generally subject to
waiver or reduction by Parthenon in its sole discretion, both voluntarily and on a negotiated basis
with selected investors via side letters and other arrangements. The fee structures described above
may be modified from time to time. Fees may differ from one Fund to another.

Certain investors in or that invest alongside the Funds and that are current or former members,
partners, employees, former employees, business associates of Parthenon, its affiliates or their
personnel (including the Fund’s general partner, any related entity, such as estate planning vehicles
and charitable programs) (collectively, “Parthenon Investors”) will not typically pay
Management Fees in connection with their investment in or alongside a Fund.

The Management Fees paid by a Fund will generally be reduced by a percentage of: (1) the amount
of fees paid by such Fund to persons acting as a placement agent in connection with the offer and
sale of interests in such Fund to certain potential investors, (2) the amount paid by such Fund to
reimburse Parthenon for the fees incurred by Parthenon in connection with the organization of
such Fund and its related entities that exceed a limit specified in such Fund’s Organizational
Documents and/or (3) certain Ancillary Fees (as defined below) received by Parthenon or its
affiliates from the portfolio companies in which the applicable Fund holds (or will hold) an interest.
The terms of any such fee reductions are set forth in the Organizational Documents of the
applicable Fund. Some Funds do not pay Management Fees and will not benefit from any fee
reductions offered to the fee-paying Funds.
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Item 7. Types of Clients

Funds

As described in Item 4, Parthenon provides investment supervisory services to the Funds in
accordance with the terms of the Organizational Documents. Investment advice is provided
directly to the Funds (subject to the direction and control of the general partner of each such Fund,
if applicable) and not individual to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the Investment Company Act. Investment in the Funds is generally only
available to investors that are “accredited investors” and/or “qualified purchasers,” within the
meaning of the Securities Act, and the Investment Company Act, respectively.

Investors in the Funds include, among others, governmental and corporate pension and profit-
sharing plans, endowments, private investment funds, banks, insurance companies, sovereign
wealth funds, funds of funds, high net worth individuals, family offices, trusts, estates, charitable
organizations, corporations, limited partnerships, and limited liability companies or other entities.
In addition, employees and other persons associated with Parthenon and/or its affiliates, including
the general partner, make capital contributions to the Funds.

An affiliate of Parthenon serves as the general partner of each Fund and the general partner will
make specific capital commitments to the Funds, with such general partner capital commitments
subject to specific terms as set forth in the Organizational Documents.

The Funds generally have a specified minimum investment as set forth in the Organizational
Documents. The general partner of each Fund may, in its sole discretion, accept investment

commitments of lesser amounts than the stated minimum. As a general matter, there is no
minimum capital commitment amount for investors in certain co-investment vehicles.

SMA Arrangements

As described in Item 4, Parthenon also provides non-discretionary investment sourcing services to
institutional clients in accordance with the terms of the applicable SMA Agreement, and may in
the future provide discretionary investment advisory services to SMAs. SMA institutional clients
may include, among others, governmental and corporate pension and profit-sharing plans,
endowments, private investment funds, banks, insurance companies, sovereign wealth funds,
funds of funds, high net worth individuals or their related family offices, trusts, estates, charitable
organizations, corporations, limited partnerships, and limited liability companies or other entities.
These institutional clients generally are “accredited investors” within the meaning of the Securities
Act and may be “qualified purchasers” within the meaning of the Investment Company Act.