PIPV Management LP

Item 5 – Fees and Compensation
Management Fees

Management fees (“Management Fees”) for the Fund are calculated as follows:
During the Investment Period, the Management Fee will be equal to 2% per annum of Capital
Commitments. Commencing with the first Management Fee due date after the expiration of
the Investment Period, or earlier upon the occurrence of certain events as set forth in the
Partnership Agreement, the Management Fee will equal 2% per annum of: (i) aggregate
Capital Contributions attributable to investments, less (ii) aggregate Capital Contributions
attributable to investments that have been disposed of or permanently written-down.

The Management Fee will be reduced by 100% of (i) any directors’ fees, financial consulting
fees or advisory fees paid to the General Partner with respect to any Fund investment; (ii)
any transaction fees paid to the General Partner with respect to any Fund investment; and
(iii) any "break-up" fees with respect to Fund transactions not completed that are paid to the
General Partner.

In accordance with common industry practice, the Advisor may enter into “side letters” with
some investors for fees that deviate from the standard fees as set forth in the Fund’s
Governing Documents. Any fees waived pursuant to a side letter will be borne by the Advisor.

Management Fees are paid to the Advisor on a quarterly basis on the first business day of
each fiscal quarter in advance. The Management Fee will commence as of the Initial Closing,
regardless of when a Limited Partner is actually admitted. Management Fees will not be pro-
rated for limited partners admitted after the initial closing of the Fund. The Management
Fee will be paid out of current income and disposition proceeds of the Fund and, in the
General Partner’s discretion, from Drawdowns that will reduce unfunded Capital
Commitments.

Organizational Expenses

The Fund will bear all legal and other expenses incurred in connection with the formation of
the Fund and related entities and the offering of the Interests (other than any placement fees
or sales charges), up to an amount not to exceed $2 million. Organizational expenses in excess
of this amount will be paid by the Fund but borne by the Advisor through a 100% offset
against the Management Fee.

Any placement agent retained by the Advisor or General Partner may be compensated out of
the solicited Limited Partner’s capital pursuant to a placement agent disclosure providing for
a payment from a Limited Partner to the particular placement agent. A prospective investor
solicited by a placement agent will be advised, and asked to acknowledge in writing its

understanding, of any such arrangement.

Other Expenses

The Advisor will pay all normal operating expenses incidental to the provision of the day-to-
day administrative services to the Fund, including its own overhead. The Fund will pay all
costs, expenses and liabilities in connection with its operations, including: fees, costs and
expenses related to consummated and unconsummated investments; taxes; fees and
expenses of accountants, auditors, counsel, investment banks and consultants; expenses
associated with the Fund’s financial statements, tax returns and K-1s; costs and expenses of
the Fund’s advisory board and the annual meeting; travel expenses associated with the
Fund’s investment activities; commissions or brokerage fees or similar charges associated
with the acquisition, holding and disposition of the Fund’s investments; any taxes, fees or
other governmental charges levied against the Fund; litigation expenses; and other
extraordinary expenses (such as certain valuation expenses or indemnification payments).

Item 7 – Types of Clients

The Advisor provides discretionary investment advisory and management services to the
Fund subject to the direction and control of the General Partner and not individually to the
limited partners in the Fund. Investors in the Fund may include, but are not limited to, high
net worth individuals, pension plans (corporate, state and foreign), endowments,
foundations, pooled investment vehicles (e.g., funds-of-funds), corporate or business entities
and sovereign wealth funds.