Pine Brook Road Advisors LP

Item 5: Fees and Compensation
The Adviser (through each Fund Manager) receives management fees from the Pine Brook Funds
in respect of advisory services provided to each fund. In addition, (i) Pine Brook or its affiliates
may receive fees from portfolio companies or prospective portfolio companies of a Pine Brook
Fund and (ii) Pine Brook and its affiliates may charge the expenses associated with forming and
operating a Pine Brook Fund to the Limited Partners of such Pine Brook Fund (or be reimbursed
for any such expenses they incur), in each case in accordance with the Fund Documentation.

Management Fees

The Adviser provides investment advisory services to a Pine Brook Fund through the Fund
Manager for such Pine Brook Fund, pursuant to a separate investment management agreement
between such Fund Manager and such Pine Brook Fund. The Fund Documentation for each Pine
Brook Fund sets forth the management fee payments required to be made by Limited Partners of
such Pine Brook Fund. Prospective Investors in a Pine Brook Fund should carefully review the
Fund Documentation for such Pine Brook Fund, and the private placement memorandum of such
Pine Brook Fund (as supplemented or amended and restated, a “PPM”) for a more detailed
description of the management fee contributions it will be required to make to such Pine Brook
Fund.

In general, prior to the end of a “Management Fee Stepdown Date,” management fees are paid
based on a Pine Brook Fund’s capital commitments and, thereafter, management fees are paid
based on a Pine Brook Fund’s “net invested capital” (which includes capital invested in
investments still held by such Pine Brook Fund as well as unfunded line of equity financings that
are expected to be funded within the 2-year period after the stepdown date). “Management Fee
Stepdown Date” refers to the earlier of (i) the end of a Pine Brook Fund’s investment period and
(ii) the date on which capital is drawn by a successor fund to pay management fees or to fund

investments. The applicable management fee rate charged by the Pine Brook Funds ranges from
1.55% to 2.00% depending on factors such as the aggregate capital commitments of a Pine Brook
Fund, the amount of an Investor’s capital commitment to a Pine Brook Fund and whether an
Investor participated in a first or early closing of such Pine Brook Fund. Pine Brook may reduce
or waive the management fee payable by an Investor with respect to a Pine Brook Fund in the
manner contemplated in the Fund Documentation for such Pine Brook Fund or pursuant to a side
letter entered into with such Investor. In addition to the foregoing, the Adviser provides investment
advisory services for a fee to a separately managed account for an institutional investor, pursuant
to a separate investment management agreement between the Adviser and such Client.

Pine Brook does not charge management fees with respect to its Employee Feeder Funds (or with
respect to Pine Brook employees who invest directly in a Pine Brook Fund) or its Intermediate
Vehicles and, to date, it has not charged management fees with respect to its Co-Investment
Vehicles (although it reserves the right to do so in the future).

Portfolio Company Fees

A Pine Brook Party (as defined below) may receive monitoring fees, directors’ fees, transaction
fees, break-up fees and other fees from portfolio companies or prospective portfolio companies of
a Pine Brook Fund (including any cash received upon exercise, conversion or otherwise of any
directors’ stock options or other non-cash fees). Such fees received by a Pine Brook Party are, or
will be, allocated among a Pine Brook Fund, each of its parallel funds and any other entities
managed or advised by Pine Brook or its affiliates involved in such investment or prospective
investment based on their respective investment amounts (or proposed investment amounts) in
such portfolio company. In general, 80-100% of a Pine Brook Fund’s allocable share of such fees
(less the portion thereof allocable to Pine Brook’s capital commitment to such Pine Brook Fund)
are, or will be, applied to reduce future management fee amounts otherwise payable by the Limited
Partners of such Pine Brook Fund. The term “Pine Brook Party” includes Pine Brook and any
employee of the Firm, but excludes any non-employee consultant to the Firm (including, without
limitation, non-employee consultants designated as “operating advisors” or “senior advisors”).

Expenses

An Investor in a Pine Brook Fund will be required to bear the following expenses associated with
such Pine Brook Fund, on a pro rata basis based on its capital commitment to such Pine Brook Fund
relative to total capital commitments of such Pine Brook Fund (or as otherwise contemplated in the
Fund Documentation for such Pine Brook Fund):

Organizational Expenses. A Pine Brook Fund will be responsible for the legal, accounting and other
out-of-pocket expenses incurred by Pine Brook or such Pine Brook Fund in connection with the
organization of such Pine Brook Fund (including its parallel and feeder funds) and the offering of
Limited Partner interests therein, subject to the cap set forth in the Fund Documentation for such Pine
Brook Fund.

Other Pine Brook Fund Expenses. A Pine Brook Fund will also be responsible for the payment of

all costs, expenses and liabilities relating to its operations, including, but not limited to: (i)
management fees payable to a Fund Manager; (ii) out-of-pocket fees, costs and expenses relating
to the actual or proposed acquisition, holding or disposition of securities including, without
limitation, the fees, costs and expenses of accountants, counsel and consultants, due diligence
expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges,
brokerage fees, custodial fees, stamp and transfer taxes, hedging costs, travel expenses and any of
the foregoing expenses incurred in connection with a “broken deal” (including broken deal
...

Item 7: Types of Clients
As noted in Item 4 above, Pine Brook provides discretionary investment advisory services to the
Pine Brook Funds (which may be organized as domestic or foreign partnerships, corporate or other

incorporated or unincorporated entities) as well as non-discretionary investment advisory services
to a separately managed account. Pine Brook Fund investors include private and public pension
funds, insurance companies, fund-of-funds, endowments and high net worth individuals.

Interests in the Pine Brook Funds and the Pine Brook Funds themselves are not registered under
the Securities Act or the 1940 Act, respectively. Accordingly, interests in the Pine Brook Funds
are offered exclusively to investors satisfying the applicable eligibility requirements either in
private placement transactions within the United States or in offshore transactions, and the Pine
Brook Funds are excepted from the definition of an “investment company” under Section 3(c)(1)
and/or Sections 3(c)(7) of the 1940 Act.

Investors in a Pine Brook Fund are required to complete and submit a subscription agreement
binding them to the terms of the Fund Documentation for such Pine Brook Fund. In general, the
minimum commitment amount for a Pine Brook Fund is $10 million, subject to the Fund GP’s
right, in its sole discretion, to accept lesser amounts.