Primary Wave IP Investment Management LLC

ITEM 5. FEES AND COMPENSATION

A. Primary Wave’s fees and compensation arrangement may vary among the investors in
   the Client Accounts. The specific terms of such arrangements are established by
   Primary Wave, and as set forth in each Client’s Offering Documents or governing
   documents.

   The Firm generally charges the Funds a management fee, payable quarterly in advance,
   ranging from 1.5% to 2% per annum of the capital commitment during the investment
   period of each limited partner, as further disclosed in each Fund’s Offering Documents.
   The management fee then steps down to being payable on the aggregate invested
   capital after the termination or expiration of the investment period. Furthermore, such
   step down would happen during the investment period if the Firm or an affiliate begins
   to receive management fees based upon capital commitments made to a successor
   pooled investment fund.

   Fund investors are also subject to a performance-based carried interest of 20% of the
   net profits earned from all investments in the Fund, with a range of 7-8% of preferred
   return on capital invested pursuant to the Funds’ Offering Documents.

   The General Partners of the Funds are subject to a “claw back” of carried interest
   previously received to the extent that the applicable General Partners have received
   cumulative distributions in excess of amounts otherwise distributable to such general
   partner by the Funds as “carried interest”. In no event will the General Partners of the
   Funds be required to restore more than the cumulative distributions received by such
   General Partners as “carried interest”, determined on an after-tax basis.

   The management fee/carried interest will generally not be negotiable, however, Primary
   Wave (or as applicable for certain Fund investors, the General Partner, who is an
   affiliate of Primary Wave) has and may in the future waive or modify the management
   fees/carried interest for investors of the Funds that are the principals, members,
   employees or affiliates of Primary Wave (or General Partner, as applicable), members
   of the immediate families of such persons, for certain large or strategic investors or for
   those investors that invest during the initial closing or for those investors where
   Primary Wave has entered into separate economic arrangements.

   The Firm generally charges IP Holdings a management fee, payable quarterly in arrears,
   ranging from 1.0% to 2.0% per annum of the invested capital , as further disclosed in IP
   Holdings’ governing documents. IP Holdings is also subject to a performance-based fee
   as detailed in its governing documents.

   The Firm generally charges the Prince Coinvest a management fee, payable quarterly in
   advance, ranging from 1.0% to 1.5% per annum of the invested capital of each limited
   partner (depending on such limited partner classification), as further disclosed in the
   Prince Coinvest’s governing documents. The Prince Coinvest is also subject to a
   performance-based fee as detailed in its governing documents.

   The General Partners of the Clients from time to time, if deal capacity arises, have and
   may in the future offer certain persons, including existing investors, strategic partners
   or other third parties, the opportunity to co-invest in particular investments alongside
   the Funds, subject to certain restrictions. In each case where co-investors participate in
   an investment, such co-investors will bear their pro rata share of any expenses
   associated with such investment but generally do not bear broken-deal expenses. The
   General Partners and/or its affiliates may earn fees and a carried interest with respect
   to co-invested funds, and such fees and carried interest may differ from, but shall not
   exceed those borne by the limited partners with respect to their investment in the
   Funds.

B. Primary Wave’s management fee will be paid quarterly in advance out of current
   income and disposition proceeds of the Funds and the Prince Coinvest and, in the
   General Partners’ discretion in the case of the Funds/Prince Coinvest, from drawdowns
   that will reduce unfunded commitments. Investors do not have the ability to choose to
   be billed directly for fees incurred.

   Primary Wave will be paid quarterly in arrears for the management fees due and payable
   from IP Holdings.

C. In addition to the fees described above, the Funds will reimburse the General Partners
   for costs and expenses pertaining to the Funds’ organizational and startup expenses,
   including legal, travel, accounting, filing, printing, and other organizational expenses
   (“Organizational Expenses”), subject to a cap. The General Partners will bear
   Organizational Expenses in excess of the Organizational Expense cap (or such higher
   amount approved by the advisory board) pursuant to the Offering Documents.

           The Clients will pay all other costs and expenses of each such entity that are not
   reimbursed by third parties (which reimbursements may be for travel and any other out
   of pocket expenses incurred in connection with the making, monitoring and/or
   disposing of such portfolio investments, including follow on investments and
   refinancings), including legal, regulatory, auditing and fund administration,
   administrators, consulting, financing, accounting and custodian fees and expenses,
   which may be provided by one or more entities associated with or controlled by the
   General Partners on terms no less favorable than a third party arm's length basis;
   expenses associated with the Clients’ financial statements, tax returns and Schedule K-
   1s; out of pocket expenses incurred in connection with transactions not consummated;
   expenses of the advisory board and annual meetings of the limited partners; insurance

(including directors and officers insurance); other expenses associated with the
...

ITEM 7. TYPES OF CLIENTS

Primary Wave’s Clients are the Funds, Feeder Funds, IP Holdings and the Prince Coinvest,
which are private equity pooled investment vehicles. Investment advice is provided directly
to the Clients and not individually to every investor in those private equity pooled
investment vehicles. Interests in the Client Accounts may be purchased only by individuals
and entities who are “accredited investors” as defined in Regulation D promulgated under
the Securities Act of 1933, as amended (“1933 Act”) and “qualified purchasers” (as defined
in the Investment Company Act of 1940, as amended (“1940 Act”). These investors may
include other private funds, public and private pension funds, financial institutions,
insurance companies, high net worth individuals and family offices.

Fund investors are required to commit or contribute certain minimum capital amounts to
become limited partners of the respective limited partnership as disclosed in the
confidential private offering memorandum of the corresponding Fund. Currently, the
minimum required investment in the Funds is $5,000,000. This minimum amount is
subject to change or waiver at the sole direction of the General Partners. IP Holdings and
Prince Coinvest are not subject to a minimum investment amount.