Prospect Partners Advisors LLC

ITEM 5 - FEES AND COMPENSATION

        In general, each General Partner receives a management fee and a carried interest in
connection with the provision of advisory services to its Funds. The General Partners or other
Prospect entities or affiliates receive additional compensation in connection with management and
other services performed for portfolio companies (e.g., monitoring and other fees) of Funds and
such additional compensation may offset in whole or in part the Management Fees (as defined
below) otherwise payable to Prospect, as described in the Governing Documents. Investors in the
Funds also bear certain Fund expenses, as described below.

Management Fees

        The Continuation Fund pays the General Partner (or a designee) an annual management
fee (the “Continuation Fund Management Fee”) of $2,250,000. The Continuation Fund
Management Fee is payable in advance on a quarterly basis as compensation for managing the
affairs of the Continuation Fund. The Continuation Fund Management Fee is allocated to the
Limited Partners based on their capital commitment percentages. Effective on the date following
the 30-month anniversary of the closing date, the Continuation Fund Management Fee shall be
reduced to 1.5% per annum of the limited partner’s aggregate amount of investment contributions
made with respect to investments that have not been disposed of. The General Partner agreed to

not charge a management fee in Fund II after June 30, 2016, and for the remaining life of Fund
II’s Partnership.

        Fund V pays Prospect a management fee (the “Fund V Management Fee,” together with
Continuation Fund Management Fee, the “Management Fee”) in respect of each Limited Partner
of 2% per annum of such limited partner’s capital commitment. The Fund V Management Fee is
payable in advance on a quarterly basis as compensation for managing the affairs of Fund V.
Effective at the end of Fund V’s commitment period, the Fund V Management Fee shall be reduced
to 2% per annum of a limited partner’s aggregate amount of investment contributions made with
respect to investments that have not been disposed of.

        In addition, the Management Fee generally will be reduced by all or a portion of any
transaction fees, directors’ fees, financial consulting fees or advisory fees paid to, or earned by,
the relevant General Partner or its affiliate with respect to any Fund investment and any break-up
fees with respect to Fund transactions not completed that are paid to the relevant General Partner.
The General Partner has continued to receive transaction fees and monitoring fees from Fund II’s
portfolio companies which would have offset the management fee had it been charged. In
accordance with Fund II’s governing documents, certain limited partners elected to receive their
pro-rata share of such fees while other limited partners did not. Approximately 70% of Fund II’s
limited partners elected to receive distribution of this balance from the General Partner. The
General Partners generally are permitted to elect to waive a portion of the Management Fee in
exchange for a reduction in the General Partner’s capital contribution obligation and/or a
corresponding interest in Fund profits. The limited partners of a Fund may be required to make a
pro rata contribution according to their respective commitments to fund any contribution that
would otherwise be required of the General Partner in connection with any such waiver or
reduction as described above and, as a result, the exercise of such waiver or reduction may result
in an acceleration (or delay) of investor capital contributions. Waived or reduced Management
Fees are not subject to the Management Fee offsets described above, and the amount of such
waived or reduced Management Fees has the potential to be significant.

        Generally, the Management Fee for a Fund will commence as of the date such Fund went
effective based on aggregate commitments, regardless of when a limited partner is actually
admitted. 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
commitments. Where the Governing Documents calculate Management Fees based on the amount
of commitments or the amount of investment contributions, the amount of Management Fees
generally will not be reduced based on reductions in investment value, except where specified by
the relevant Governing Documents. As a general matter, Management Fees will be payable during
term extensions unless otherwise agreed with investors.

        Prospect and/or its affiliates generally have discretion over whether to charge transaction
fees to a portfolio company and, if so, the fee rate, method and/or amount of such compensation.
In most circumstances, such compensation is not reviewed or approved by an independent third
party. The receipt of transaction fees generally will give rise to potential conflicts of interest
between the Funds, on the one hand, and Prospect and/or its affiliates on the other hand. Portfolio
company-related fees may include amounts prepaid in anticipation of future services, which will
be offset against the applicable Management Fee to the extent set forth in the relevant Limited

Partnership Agreement. Transaction fee offsets generally are performed on a net basis, after giving
effect to taxes and other expenses in connection with the receipt of such fees or the provision of
related services.

Carried Interest

         Each General Partner generally will be entitled to a carried interest with respect to the
relevant Fund equal to 20% of all realized profits, subject to a specified preferred return and a
related General Partner catch-up provision, as more fully described in the Governing Documents.
The carried interest distributed to a General Partner is subject to a potential giveback at the end of
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ITEM 7 - TYPES OF CLIENTS

        Prospect provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to Prospect’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally 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 Funds generally include individuals, banks or thrift institutions, other investment
entities, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and from time to time include, directly or indirectly, principals or
other employees of Prospect and its affiliates and members of their families or other service
providers retained by Prospect, as well as executives of portfolio companies.

       The relevant General Partner also generally is permitted from time to time to establish
Funds that are alternative investment vehicles 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 vehicle 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 Governing Documents of the related Fund.

        The Funds generally have minimum investment amounts between $1 million and $10
million for third-party investors. Generally, investors must be “accredited investors” as defined
under Regulation D of the Securities Act of 1933, as amended, and may also be required to be
either “qualified purchasers” or “knowledgeable employees” as defined under the Investment
Company Act of 1940, as amended. The General Partners generally are permitted to waive such
minimum investment amounts and qualification requirements.