PGP Advisors LLC

FEES AND COMPENSATION

         In general, Peninsula receives an advisory fee and a carried interest in connection with
performing its advisory services to the Fund. In applicable circumstances, Peninsula or its
affiliates also receive additional compensation in connection with director, management,
consulting, administrative and other services performed for subsidiary businesses of the Fund and
such additional compensation will not reduce the advisory fees otherwise payable to PGP Advisors
in accordance with the Operating Agreement. Investors in the Fund also bear certain expenses.

Advisory and Other Fees

        The Fund will pay PGP Advisors, quarterly in arrears, an advisory fee (the “Advisory
Fee”) equal to 2.0% on an annual basis of the value of the Fund’s assets less restricted cash (as
further described in the Advisory Agreement), all as reasonably determined on a commercial basis
by the Manager in good faith. The Advisory Fee will be payable until all portfolio investments
are distributed or until PGP Advisors’ relationship with the Fund is terminated and during any
calendar year will not be less than a minimum amount as described in the Advisory Agreement.
Installments of the Advisory Fee payable for any period less than a full quarter are adjusted on a
pro rata basis according to the actual number of days in such period.

         PGP Advisors is authorized to cause the Fund’s subsidiary businesses to engage PGP
Advisors or its affiliates, including its employees and principals, to provide director, management,
consulting, administrative, legal, finance, accounting, tax, human resources, recruiting and other
services to such subsidiary businesses in their ordinary course of business. PGP Advisors and its
affiliates receive compensation, including cash fees, retainers, a profits and/or equity interest in a
subsidiary business or holding company, and reimbursements for personnel costs (including
employee benefits, payroll taxes, insurance, paid time-off, office space, technology and other
overhead) and out-of-pocket expenses (“Service Fees”) from subsidiary businesses in connection
with such services pursuant to separate management services agreements or similar agreements,
which are subject to approval in accordance with the Operating Agreement. The Manager, PGP
Advisors and their affiliates also receive transaction fees, including closing fees, placement fees
and other similar fees (“Transaction Fees”) from the Fund’s subsidiary businesses in respect of
the Fund’s investment in such businesses. Services Fees and Transaction Fees are in addition to
(and do not offset or reduce) the Advisory Fee.

        PGP Advisors is typically paid fees of the type referred to in the preceding paragraph from,
on behalf of or with respect to Co-Investors or potential Co-Investors that co-invest in a subsidiary
business. The receipt of such fees will also not reduce the Advisory Fee payable by the Fund that
has also invested in such investment.

Carried Interest

       With respect to the disposition of each Fund investment, the Manager or its affiliates will
receive, after returning the invested capital relating to such investment (as more fully described in
the Operating Agreement), a carried interest with respect to the Fund equal to 20% of all net cash
proceeds attributable to the disposition of such investment, as more fully described in the
Operating Agreement.

Other Information

        The Fund generally invests on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the Operating Agreement or
the Advisory Agreement, over the term of the Fund, and investors generally are not permitted to
redeem interests in the Fund.

        Principals or other current or former employees of Peninsula generally receive salaries and
other compensation derived from, and in certain cases including a portion of, the Advisory Fee,
carried interest or other compensation received by PGP Advisors, the Manager or their affiliates,
as applicable. Investors that are individual retirement accounts of principals and officers of
Peninsula and/or their affiliates and individual retirement accounts of certain investors designated
by the Manager will not be subject to the Advisory Fee or carried interest.

        In addition to the Advisory Fee and carried interest payable to PGP Advisors and the
Manager (or its affiliates), respectively, the Fund bears certain expenses. As set forth more fully
in the Operating Agreement, the Fund bears all fees, costs and expenses relating to its activities,
investments and business that are not reimbursed by a Fund investment including a subsidiary
business (which reimbursements may be for travel, including meal and entertainment expenses
and the chartering of private aircraft at a cost above the cost of first class commercial airfare and
any other expenses incurred in connection with such investments), including: (i) costs and
expenses attributable to structuring, organizing, acquiring, managing, operating, holding, winding
up, liquidating, dissolving and disposing of the Fund’s investments, including follow-on
investments and refinancings; (ii) legal, accounting (including the Fund’s accountant), auditing,
consulting, investment banking, valuation (including expenses incurred in connection with third-
party and/or independent valuations), financing, marketing, insurance, administration,
professional fees and expenses, brokers, finders, appraisal costs, all fees and expenses incurred in
connection with obtaining and maintaining permits and licenses (including gaming) for Fund
investments and other similar fees and expenses; (iii) Service Fees and Transaction Fees;
(iv) private placement fees, filing fees, sale commissions, underwriting commissions and
discounts, custodian, depositary, transfer, and other similar fees and expenses; (v) compliance and
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TYPES OF CLIENTS

         PGP Advisors provides investment advice to the Fund, which is an investment entity
formed under the laws of the State of Delaware and operated as exempt investment pool under the
Investment Company Act of 1940, as amended. References throughout this Brochure to “clients”
and to Peninsula’s related duties to and practices on behalf of its clients and/or investors should be
construed accordingly. The investors participating in the Fund include individuals, other
investment entities, trusts, estates, charitable organizations and other corporations or business
entities and includes, directly or indirectly, principals or other employees of PGP Advisors and its
affiliates and members of their families, or other Service Providers retained by PGP Advisors.
Fund interests are offered and sold to accredited investors (or qualified knowledgeable Peninsula
personnel).

        The Manager also generally is permitted from time to time to establish alternative
investment vehicles in order to permit certain Fund investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Fund.

             METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

General

        Peninsula is a private investment firm that generally acquires controlling interests in,
develops and actively manages businesses in the consumer, gaming and industrial sectors that it
believes will yield attractive returns on investment and create long-term value for Fund investors.
From its inception in 1999, PGP Advisors and its affiliates developed, opened, and operated
several subsidiary businesses, and sold certain of such businesses. PGP Advisors focuses on
investing with a long-term view and targets businesses with what it believes are sustainable
advantages that Peninsula believes will benefit from its experience.

       There can be no assurance that PGP Advisors will achieve the investment objectives of any
Fund and a loss of investment is possible.

Investment and Operating Strategy

        PGP Advisors’ principals have broad managerial experience and investment banking /
capital markets expertise. PGP Advisors seeks to leverage this experience and expertise to pursue
investment opportunities and to seek value creation in its subsidiary businesses.

        As noted above, PGP Advisors takes a long-term view and targets businesses with what it
believes are sustainable advantages, and it specializes in complex situations where it can provide
customized solutions to meet the needs of various stakeholder groups. When reviewing a potential
subsidiary business, PGP Advisors looks at opportunities across the capital structure through
equity, debt or structured securities. PGP Advisors’ investment team has broad experience in a
number of areas, including equity buyouts, corporate carve-outs, greenfield developments, public-
to-privates, secondary debt purchases, recapitalizations, restructurings (including bankruptcies)
and operational turnarounds.

        As discussed above, PGP Advisors seeks to acquire controlling interests in and actively
manage businesses that PGP Advisors believes will yield attractive returns and create long-term
value for Fund investors. PGP Advisors seeks to capitalize, restructure and ultimately build
businesses, in partnership with management, over an indefinite time horizon. PGP Advisors seeks
to work with management to identify capital solutions to complex situations for businesses with
what it believes are sustainable advantages and to evaluate strategic alternatives and assess the
appropriate individual course of action for each of its subsidiary companies, with a view towards
creating long term value.

Risks of Investment

        The Fund and its investors bear the risk of loss that PGP Advisors’ investment strategy
entails. The risks involved with PGP Advisors’ investment strategy and an investment in the Fund
include, but are not limited to:

        Business Risks. The Fund’s investment portfolio is expected to consist primarily of
securities issued by non-public companies, and operating results in a specified period will be
difficult to predict. Such investments involve a high degree of business and financial risk which
can result in substantial losses.

       Concentration Risks. The Fund will participate in a limited number of investments (and
has made several investments in the gaming and industrial sectors) and, as a consequence, the
aggregate return of the Fund may be materially affected by the performance of a single investment
or such industry.

      Lack of Sufficient Investment Opportunities. The business of identifying, structuring and
completing private transactions is highly competitive and involves a high degree of uncertainty.

        Dynamic Investment Strategy. While the Manager generally intends to seek attractive
returns for the Fund through the investment strategy and methods described herein, the Manager

reserves the right to pursue additional investment strategies and to modify or depart from its initial
investment strategy, investment process or investment techniques to the extent it determines such
modification or departure to be appropriate and consistent with the Operating Agreement. PGP
Advisors reserves the right to pursue investments outside of the industries and sectors in which
PGP Advisors has previously made investments or has internal operational experience.

         Investment-Related Risks. PGP Advisors makes investments (primarily in the gaming
industry) at an early stage of project development. Such investments involve various risks
associated with the failure to obtain, or a substantial delay in obtaining: (i) regulatory,
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