PPC Investment Partners LP

Item 5 – Fees and Compensation

In general, PPC receives a management fee and a carried interest in connection with the
advisory services provided to the Funds. PPC or its affiliates also receive additional
compensation in connection with management and other services performed for the PPC
Companies, and a Fund’s share (excluding investments made by the relevant General Partner
through such Fund) of such additional compensation will offset the management fees
otherwise payable to PPC. Investors in a Fund also bear certain expenses as described below.
Finally, the PPC Companies reimburse PPC for certain expenses advanced on their behalf.
Investors should refer to the Partnership Agreement of the applicable Fund for a complete
understanding of how PPC is compensated for its advisory services to such Fund. The
information contained herein is a summary only and is qualified in its entirety by such
documents.

Management Fees

Each Fund pays PPC a management fee (the “Management Fee”) equal to 1.5% on an annual
basis of the non-affiliated partners’ percentage of the aggregate investor capital
commitments of such Fund (“Commitments”). Investors participating in a closing after the
effective date of the relevant Fund bear the Management Fee from the effective date,
including interest thereon. Upon the earliest to occur of certain events specified in the
relevant Partnership Agreement (e.g., the expiration of a Fund’s five-year investment period,
or the date on which PPC begins to receive or accrue Management Fees with respect to a
successor Fund having a similar investment strategy, objective and criteria as the current
Fund), the Management Fee will be reduced and will equal 1.5% of the non-affiliated
partners’ percentage of the aggregate funded Commitments, as reduced by permanent write-
downs and distributions constituting returns of capital. Upon the tenth anniversary of the
effective date of a Fund, the Management Fee will be further reduced (although, in no event,
below zero) by an additional 0.1% per year thereafter. The Management Fee is calculated
and accrued on a quarterly basis in advance. A portion of the committed capital that PPC
“calls” or “draws down” from time to time from investors is permitted to, and frequently is,
used to pay accrued Management Fees. The Management Fee will be payable until all PPC
Companies are distributed or until PPC’s relationship with the applicable Fund is terminated
for other reasons (as described in the relevant Partnership Agreement). Installments of the
Management Fee payable for any period are calculated based on the actual number of days
in such period.

The amount of Management Fees generally will not correspond with fluctuations in the net
asset value of individual investments, aggregate investments in a PPC Company or of a Fund,
including following the stepdown date, and will not be reduced in connection with any write-
downs (whether temporary or permanent), except in the case of investments that have been
permanently written down. Permanent write-down determinations are made in the
discretion of the PPC Valuation Committee in accordance with the relevant Memorandum
and/or Partnership Agreement and PPC’s valuation policy. Except where the Partnership
Agreement expressly provides to the contrary, Management Fees will not be reduced (in
whole or in part) in the case of partial distributions, partial sales, reorganizations,
restructuring, roll-over investments or similar transactions, in each case in circumstances
that do not result in the complete disposition of the relevant Fund’s interest therein, and
even in cases where the value of such Fund’s investment or ownership percentage in a PPC
Company has been reduced as a result of such transaction. In addition, Management Fees
generally will not be reimbursed or refunded under the Partnership Agreement in the event
of realizations, dispositions or partial write-downs that occur partway through the relevant
calculation period. Further, where there has been a partial disposition or permanent write-
down of a Fund’s investment and the fair market value of the investment following such
event exceeds the total amount of the Fund’s investment contributions relating to the
investment, the Partnership Agreements do not require Management Fees after the
stepdown date to be reduced. The post step-down Management Fee base will include
capitalized transaction-specific expenses of unrealized investments, and possibly in the
future include transaction fees charged by PPC in connection with the investment, which
poses a conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the
asset base.

As permitted under certain Partnership Agreements, the relevant General Partner is
permitted to reduce all or a portion of any capital contribution it is required to make in
satisfaction of its Commitment to the participating Fund. In such cases, the Management Fee
that would otherwise be payable by investors in the applicable Fund is waived or reduced
by an amount equal to the reduction in the General Partner’s capital contribution to such
Fund. Waived portions of the Management Fee are treated by the Partnership Agreements
as deemed capital contributions by the relevant General Partner, which is effectively
invested in the relevant Fund on such General Partner’s behalf, and operates to reduce the
amount of capital the applicable General Partner would otherwise be required to contribute
to the Fund. Investors participating in a fee waiver program are required to make a pro rata
capital contribution on the General Partners’ behalf according to their respective
Commitments to the participating Fund in connection with any such waiver and, as a result,
the exercise of such waiver has the potential to result in an acceleration of investors’ capital
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Item 7 – Types of Clients

PPC provides investment advice solely to its Fund clients, and any reference throughout this
Brochure to “clients” and to PPC’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds include investment
partnerships or other investment entities formed under domestic or foreign laws and
operated as exempt investment pools under the Investment Company Act of 1940, as
amended. The investors participating in the Funds include high net worth individuals, banks
or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, fund of funds, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and include, directly or
indirectly, principals or other employees of PPC and its affiliates and members of their
families, Senior Advisors or other service providers retained by PPC.

The Funds generally have a minimum investment amount of $25 million for third-party
investors, and interests are offered and sold to qualified purchasers that are also qualified
clients or qualified knowledgeable PPC personnel (with the exception of AI Fund II, AI Fund
III and AI Fund IV, which generally have a minimum investment amount of $500,000, and is
offered and sold only to accredited investors that also are qualified clients). PPC has waived
such minimum investment amounts in the past and likely will waive such requirements
under certain circumstances in the future. Investors in the Funds must also meet certain
other suitability and net worth qualifications prior to making an investment in the Funds.

As referenced in Item 4, above, in addition to PPC’s contractual commitment with the
Pritzker Investors to offer the opportunity to co-invest pro rata alongside the Funds in each
PPC Company, to the extent PPC determines in its discretion that the amount of an
investment opportunity exceeds the amount appropriate for a Fund, PPC provides co-
investment opportunities to other third-party co-investors, including investors in the Funds.

Co-investments have been structured as a direct investment by certain investors into a PPC
Company or its holding or operating company. PPC does not consider direct co-investments
to be a Fund or a client, does not act as the investment manager to the co-investment portion
of the investment, does not charge Management Fees or carried interest to the investment,
does not have custody of the investment or include the amount of assets of the co-investment
in PPC’s regulatory assets under management. In such direct co-investment opportunities,
PPC will perform management, advisory and other services for the PPC Companies in which
these co-investors invest, generally at no cost to such co-investors except portfolio company
fees and expenses.

Opportunities to participate in co-investment transactions arise when PPC has the
opportunity for an investment in an existing or prospective PPC Company and PPC
determines that all or a portion of the applicable opportunity is not required to be offered
to, or is not appropriate for, a Fund and PPC believes the Fund will benefit from the
participation of the co-investor(s). Such determinations are based on the provisions of the
applicable Partnership Agreements, Side Letters, agreements with lenders and such other
factors as PPC will consider in its sole discretion, including those specified in its policies on
investment allocation and co-investments. Subject to any restrictions contained in the
Partnership Agreements of the relevant Fund or any Side Letter or other terms negotiated
with respect to such Fund, in general no investor has a right to participate in any co-
investment opportunity. While one or more investors in the Funds are on occasion invited
to co-invest in a PPC Company, PPC is authorized in its sole discretion to offer any or all of a
co-investment opportunity to investors that are not investors in the Funds. Opportunities to
invest in a PPC Company are made available to select persons or entities, who are not
necessarily Fund investors, including, without limitation, founders or management of the
applicable PPC Company, sponsors, market participants, finders, consultants and other
service providers, PPC personnel, Senior Advisors, certain other persons associated with
PPC and the Pritzker Investors. Additionally, certain individuals who source transactions or
provide financing have in the past and are expected in the future to negotiate co-investment
rights or co-investment priority rights as a component of their compensation or other
arrangements with the relevant Fund(s). In certain cases, determinations to allocate such
amounts or investment opportunities to vendors or service providers will be made prior to
the determination of the availability of opportunity for other co-investors, and as such
generally will decrease the amount of co-investment opportunities available. PPC’s
allocation of co-investment opportunities often will not result in proportional allocations
among such co-investors and such allocations can be more or less advantageous to some co-
investors relative to other co-investors. When co-investment opportunities are permitted,
it is possible that the size of the investment opportunity otherwise available to the relevant
Fund(s) will be less than it would otherwise have been without the inclusion of such co-
investors.

In the event PPC is not successful in offering a co-investment opportunity to potential co-
investors, in whole or in part, it is possible that a Fund will consequently hold a greater
concentration and have greater exposure in the related investment opportunity than was
originally intended, which could make the applicable Fund more susceptible to fluctuations
in value resulting from adverse economic and/or business conditions with respect thereto
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