Prairie Management Company LP

5.     FEES AND COMPENSATION

        In general, the General Partners receive a management fee (the “Management Fee”) and a
carried interest in connection with the provision of advisory services to its clients. The Advisers
or other Prairie entities or affiliates reserve the right to receive additional compensation in
connection with management and other services performed for portfolio companies of the
Partnerships, and such additional compensation will offset in whole or in part, the Management
Fees otherwise payable to the General Partners to the extent provided by the Governing
Documents. Investors in the Partnerships also bear certain partnership expenses, as described in
more detail below.

Management Fees

        Each Partnership pays its General Partner, quarterly in advance, a Management Fee equal
to 2.0% per annum of its “fee base.” Investors participating in a closing after a Partnership’s initial
closing date may bear an interest component payable to the Management Company or an affiliate,
in addition to the Management Fee from the initial closing date. During the period from a
Partnership’s effective date through a date specified in the Governing Documents (the “Stepdown
Date”), the “fee base” is aggregate capital commitments of the Partnership. After the Stepdown
Date, the “fee base” is (1) the aggregate capital contributions made with respect to investments in
a portfolio company where all of such investments (in the aggregate) have not been disposed of,
less (2) (x) distributions constituting a return of capital for a partial disposition of a portfolio
company that has not been fully realized, subject to the following proviso specifying treatment of
distributions (i.e., when a distribution constitutes a return of capital, which would reduce the
Management Fee, and when a distribution constitutes a return of profit, which would not reduce
the Management Fee) and (y) permanent and complete write-offs; provided that investments in a
portfolio company generally shall be treated as disposed of (and fully realized) only to the extent
the aggregate fair market value of all remaining investments in such portfolio company is less than
the Partnership’s aggregate capital contributions made with respect to such portfolio company. As
a general matter, Management Fees will be payable during term extensions unless otherwise
agreed with investors.

       As is generally the case in private equity funds, the Governing Documents provide that a
Partnership’s Management Fees will be calculated and charged on a basis that generally is not tied
to the Partnership’s then-current net asset value. As noted above, before the Stepdown Date,
Management Fees generally will be charged based on a formula tied to the amount of the relevant
Partnership’s aggregate capital commitments. Further, after the Stepdown Date, Management Fees
generally will be charged and calculated based on a formula tied to the amount of investment
contributions (including, where applicable, a Partnership borrowing component (including interest
expenses) and the amount of any capitalized Supplemental Fees (as defined below) or expenses,
including interest expenses and costs of Other Executives (as defined below)) made by the relevant
Partnership relating to the Partnership’s aggregate investment(s) in any portfolio company that
have not been fully realized or completely and permanently written off (including investments that
have declined in value, “Impaired Value Investments”). Due to differences in the criteria set forth
in their respective Governing Documents, in the event where more than one Partnership

participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Partnership’s Governing Documents but not those of one or
more other Partnerships.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
where there has been a partial distribution, partial write down or partial sale of an investment and
the fair market value of such investment following such event exceeds the total amount of
investment contributions relating to such investment, the Governing Documents do not require
Management Fees to be reduced or refunded. The Governing Documents also do not require
Management Fees to be reduced or refunded following the occurrence of a partial or temporary
writedown, decrease in fair value or other event not constituting a complete realization, such as a
partial sale or disposition, reorganization, recapitalization (including recapitalizations involving
dividends), roll-over investment in connection with a sale or dividend distribution, except to the
extent the aggregate fair market value of all remaining investments in such portfolio company is
less than the Partnership’s aggregate capital contributions made with respect to such portfolio
company (the “Impaired or Reduced Value Reduction”).

        As a result, the amount of Management Fees generally will not correspond with
fluctuations in the Partnership’s net asset value of individual investments of a Partnership,
including following the relevant investment period, and will not be reduced in connection with any
write downs (whether temporary or permanent), except to the extent of the Impaired or Reduced
Value Reduction. Except where the Governing Documents expressly provide to the contrary,
Management Fees will not be reduced (in whole or in part) in the case of partial sales or
dispositions, distributions (e.g., those resulting from a dividend recapitalization or partial sales) or
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
...

7.     TYPES OF CLIENTS

        The Advisers provide investment advice solely to their Partnership clients, and references
throughout this Brochure to “clients” and to the Advisers’ related duties to and practices on behalf
of their clients and/or investors should be construed accordingly. The Partnerships generally
include investment partnerships or other investment entities formed under U.S. or non-U.S. laws
and operated as exempt investment pools under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). The investors participating in the Partnerships generally include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or
indirectly, principals or other personnel of the Advisers and their affiliates and members of their
families, consultants or other Service Providers retained by the Advisers or a Partnership.

        PC VI generally has a minimum investment amount of $500,000 for third party investors.
PC V generally has a minimum investment amount of $500,000 for investors that have previously
invested in the Partnerships and $1,000,000 for other third-party investors. PC VII generally has a
minimum investment amount of $1,000,000 for third party investors. The applicable General
Partner generally is permitted to waive such minimum investment amounts. In most circumstances,

investors in the Partnerships must meet certain suitability and net worth qualifications prior to
making an investment. Generally, investors in PC V QP, PC VI QP and PC VII QP must be (i)
“accredited investors” as defined under Regulation D of the Securities Act of 1933, as amended
and (ii) either “qualified purchasers” or “knowledgeable employees” as defined under the
Investment Company Act. Interests in PC V LP, PC VI LP and PC VII LP are offered and sold
solely to certain qualified investors that are also accredited investors.

        The relevant General Partner also generally is permitted to establish Partnerships that are
alternative investment structures in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment structure 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 related Partnership.

        As described above, in certain circumstances, the relevant Adviser is expected to permit
certain investors and/or third parties, including Other Executives, to co-invest directly in a
particular portfolio company, or in a holding company which holds the equity in the portfolio
company directly, alongside one or more Partnerships, subject to the Advisers’ related policies and
the Governing Documents and/or Side Letter(s). The Advisers are not obligated to make
co-investment opportunities available to any particular investors or limited partners. Where a
co-invest feeder vehicle is formed, such entity generally will bear expenses related to its formation
and operation, many of which are similar in nature to those borne by the Partnerships. In the event
that a transaction in which a co-investment was planned, including a transaction for which a
co-investment was believed necessary in order to consummate such transaction, or would
otherwise be beneficial, in the judgment of the General Partner, ultimately is not consummated,
all expenses relating to such proposed transaction will be borne by the Partnership(s), and not by
any potential co-investors, that were to have participated in such transaction. To the extent that
such co-investors have already executed a Partnership Agreement or similar definitive agreement
to invest in such transaction through a Partnership or similar vehicle managed by Prairie, such co-
investor is expected to bear its pro rata share of such expenses. To the extent a Partnership makes
use of a credit facility to invest in a portfolio company or pay related expenses, it generally will
not be reimbursed separately by co-investors for the costs of establishing, negotiating,
renegotiating, refinancing or maintaining the facility as a whole.