Priderock Fund Management Partners LLC

Item 5 – Fees and Compensation

MANAGEMENT FEE

For services provided to the Funds, Priderock receives an annual asset-based management fee (the
“Management Fee”), payable monthly in advance using one of the methods listed below as per the
specific Fund requirement:

                                                                                 Form ADV Part 2A
                                                            Priderock Fund Management Partners, LLC

    •  The monthly Management Fee payable by the Partnership with respect to each Limited
       Partner shall be an amount equal to the product of such (custom rate) Limited Partner’s
       Applicable Management Fee Percentage divided by 12, and the aggregate amount of such
       Limited Partner’s Investment;
    • The monthly Management Fee shall be equal to product of 1.0% divided by 12, and the
       Investor’s pro rata share of the lesser of the aggregate purchase price paid by the
       Company to acquire the Company Investment and the accreted value of the Company
       Investment reduced by recognized losses; and.
    • The monthly Management Fee payable by the Partnership with respect to each Limited
       Partner shall be an amount equal to the product of 0.90% divided by 12, and the sum of
       such Limited Partner’s sharing Percentage of the aggregate purchase price of the
       Partnership’s Investments in Controlling Class Certificates.
The Management Fee may vary at the manager’s discretion. Priderock deducts the Management
Fee from the Fund’s assets on the 1st business day following the receipt of the interest income
payment each month. The Management Fee may be paid out of current income and the disposition
proceeds of the Funds and, to the extent necessary, from drawdowns.

Priderock, at its sole discretion, may waive or reduce the management fee for one or more Investors.

ADDITIONAL FEES AND EXPENSES

The Funds will be responsible for all legal, accounting, filing and placement fees and other
organizational expenses including the out-of-pocket expenses of Priderock incurred in connection
with registration as an investment advisor under the Advisers Act, or in connection with the
formation of the Funds up to $2.0 million. Organizational expenses in excess of $2.0 million, if
any, will be borne by the Investment Manager.

The Funds bear all expenses incurred in connection with the Funds’ activities, including, without
limitation, (i) fees, costs and expenses related to the Funds’ investments in Controlling Class
certificates (to the extent not reimbursed), including without limitation, diligence, underwriting,
purchase, holding, restructuring and/or sale thereof, and any payments required under any
guarantee or other credit support with respect to the obligations of any obligor under a Controlling
Class certificate; (ii) legal, auditing, consulting and accounting expenses (including expenses
associated with the preparation of Funds financial statements, tax returns and Schedules K-1); (iii)
costs, expenses and liabilities of the Funds including, without limitation, extraordinary expenses
such as litigation and indemnification costs and expenses, judgments and settlements; (iv) all out
of pocket fees and expenses incurred by the Funds or Priderock relating to holding Controlling
Class certificates and investment and disposition opportunities for the Funds consummated but not
reimbursed by a third party (including, without limitation, legal, accounting, auditing, consulting
and other fees and expenses, financing commitment fees, real estate title and appraisal costs, and
printing), including underwriting costs and expenses of up to $200,000 per investment in
Controlling Class certificates, (v) all out of pocket fees and expenses incurred by the Funds or
Priderock relating to investment and disposition opportunities for the Funds not consummated
(including, without limitation, legal, accounting, auditing, consulting and other fees and expenses,
financing commitment fees, and printing), (vi) costs associated with any meetings of partners, if
any, (vii) insurance expenses, including those associated with obtaining or maintaining director’s
and officers’ liability insurance (to the extent not borne by one or more third parties), (viii) all out
of pocket fees and expenses incurred by the Funds or Priderock relating to independent pricing
services or the monitoring of Controlling Class certificates, (ix) any taxes, fees and other
governmental charges levied against the Funds, and (x) any costs associated with the ongoing

                                                                                   Form ADV Part 2A
                                                              Priderock Fund Management Partners, LLC

maintenance and compliance of Priderock’s registration as an investment advisor pursuant to the
Advisers Act.

Additionally, please see Item 6 – Performance-Based Fees and Side-By-Side Management
regarding “Carried Interest” paid to the General Partner.

The foregoing discussion in Items 5 represents Priderock’s basic compensation arrangements. Fees
and other compensation are negotiable in certain circumstances and arrangements with any
particular Investor may vary. Although Priderock believes its fees are competitive, lower fees for
comparable services may be available from other investment advisers.

Item 7 – Types of Clients

Priderock currently provides investment advisory services to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner) and not
individually to Investors in the Funds. In the future, one or more parallel partnerships may be
organized for legal, regulatory, tax or other reasons, and will invest on a pro rata basis in all Funds
transactions. In addition, Priderock may, in the future, provide advisory services to additional
private investment funds and/or separately managed client accounts.

Limited partnership interests (“Interests”) in the Funds are offered pursuant to applicable
exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds
must be “accredited investors,” as defined in Regulation D promulgated under the Securities Act,
and “qualified clients,” as defined under the Advisers Act, and may include, among others, pension
and profit sharing plans, university endowments, corporations, high net worth individuals, banks,
thrift institutions, trusts, estates, charitable organizations, limited partnerships, and limited liability
companies or other entities. Priderock may choose to hold the initial closing of the Funds at any
time after receiving at least $100 million in commitments (the “Initial Closing Date”), and
additional closings may be held up to 18 months thereafter. Investments may be made by the Funds
through the second anniversary of the Initial Closing Date (the “Commitment Period”). The term
of the Funds will be seven years from the Initial Closing Date, but may be extended for up to three
consecutive one-year periods at the discretion of Priderock.

                                                                                 Form ADV Part 2A
                                                            Priderock Fund Management Partners, LLC

With certain limited exceptions, an Investor may not sell, assign, transfer or otherwise dispose of
any interest in the Funds without the prior written consent of Priderock. Further, an Investor may
not withdraw any amount from the Funds with certain limited exceptions.