PRV Management LP

– Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

Platte River and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for portfolio companies of the Funds and
reimbursements received from portfolio companies for certain expenses advanced on their behalf.
Differences exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or
expenses that other Funds charge or charge them in different amounts. The following is a general
description of fees, compensation and expenses of the Funds. Each Fund’s Governing Documents
describe fees, compensation and expenses in greater detail. Investors should refer to the Governing
Documents of the applicable Fund for a complete understanding of how Platte River is compensated
for its advisory services; the information contained herein is a summary only and is qualified in its
entirety by such documents.

Management Fees

Platte River charges each Fund a management fee (the “Management Fee”), generally 2% per annum
of the non-affiliated investors’ aggregate capital. Generally, Management Fees are initially calculated
based upon each non-affiliated investor’s committed capital for the period of time during which each

Fund is making investments; thereafter, the Management Fee will be equal to a percentage of each
non-affiliated investor’s invested capital that has not been disposed less the aggregate amount of
permanent write-downs, subject to other various factors as specified in each Fund’s Governing
Documents. The amount of Management Fees generally will not correspond with fluctuations in a
Fund’s net asset value, including following the stepdown date, and will not be reduced in connection
with any write downs, except in the case of investments permanently written down. Permanent write-
down determinations are made at the discretion of the valuation committee in accordance with the
relevant Governing Documents and the Firm’s valuation policy. 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 distributions or partial sales of investments. In addition, Management Fees
generally will not be reimbursed or refunded under the Governing Documents 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 (e.g., those resulting from a dividend
recapitalization) or permanent write-down of a Fund’s investment and the fair market value of such
investment following such event exceeds the total amount of such Fund’s investment contributions
relating to such investment, the Governing Documents do not require Management Fees after the
stepdown date to be reduced.

Assessed semi-annually in advance, the Management Fees are collected through a capital call, through
a draw-down on the line of credit or offset against a distribution to investors. All Management Fees
are negotiated with investors during the fundraising period of the applicable Fund and are not subject
to negotiation thereafter. Generally, investors participating in a subsequent closing after the initial
closing of a Fund are responsible for paying the Management Fee as of the date of the initial closing
of such Fund, plus interest, as applicable. In addition, Management Fees are payable during term
extensions unless otherwise agreed to with investors.

The General Partners are permitted, in their sole discretion, to waive all or a portion of the
Management Fee. Management Fees differ from one Fund to another, as well as among investors in
the same Fund. Such differences can arise from the size of an investor’s commitment to a Fund,
provisions of side letter agreements or other negotiated terms. Fees are generally waived for Platte
River employees, affiliates and their families investing in a Fund, including those participating in a
Platte River employee investment vehicle. In addition, investors in a Co-Investment Fund generally
pay no Management Fee, or pay a reduced Management Fee, on the co-investment portion of their
investment.

Management Fees will generally be reduced by: (i) the amount of fees paid by a Fund to entities or
persons acting as a placement agent in connection with the offer and sale of interests in such Fund;
(ii) costs incurred by Platte River in connection with the organization of a Fund that exceed a limit as
specified in such Fund’s Governing Documents; (iii) certain net supplemental fees and compensation
with respect to portfolio companies, including all commitment fees, breakup fees, litigation proceeds
from unconsummated transactions, monitoring fees, consulting fees, closing fees and other similar
fees (whether in the form of cash, securities or otherwise) received by a Platte River employee(s) from

any portfolio company in respect of the Fund’s investment in such portfolio company. To the extent
that any other fund or entity formed by Platte River or its affiliates invests (or commits to invest)
alongside a Fund in any portfolio company investment, any supplemental fees will be allocated among
the Fund and such other funds and/or entities in proportion to the cost of the investment or potential
investment in such portfolio company held (or proposed to be held) by each. Accordingly, any
reduction of a Fund’s Management Fee is limited to the extent of the Fund’s proportionate ownership
in such portfolio company relative to such other funds’ or entities’ ownership.

All such supplemental fees received are offset, in whole or in part depending on the Fund, against the
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– Types of Clients

Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

Platte River provides investment advice to the Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). Interests in the Funds are offered privately to a limited number of
sophisticated investors, including high net worth individuals, institutional investors such as other
investment entities, university endowments, family offices, pension and profit-sharing plans, fund of

funds, insurance companies, trusts, estates or charitable organizations or other corporations or
business entities. With the exception of the employee investment vehicle, the Funds generally limit
their investors to persons or institutions who are (i) “accredited investors” as defined in the Securities
Act of 1933, as amended (“Securities Act”), (ii) “qualified clients,” as defined in the Advisers Act or
(iii) “qualified purchasers” or “knowledgeable employees,” each as defined in the Investment
Company Act. The Funds are not registered or required to be registered under the Investment
Company Act; are not made available to the general public; their securities are not registered or
required to be registered under the Securities Act; and Fund interests are privately placed to qualified
investors. Qualified investors include individuals or entities to which Fund interests are permitted to
be sold, which generally includes (i) in the United States, people or organizations who meet certain
net worth, income and/or financial sophistication requirements as described above or (ii) in other
countries, as permitted by the relevant securities laws in such jurisdiction and in compliance with any
foreign offering provisions applicable to Platte River and/or the Funds.

The Funds typically require capital commitments from each investor of at least $1 to $5 million,
depending on the Fund, although commitments of less than $1 million have been accepted at the
discretion of the applicable Fund’s General Partner.

On occasion, Platte River offers co-investment opportunities for certain investors to invest alongside
a Fund in certain Fund portfolio companies. As referenced in Item 4 above, in certain cases co-
investments have been structured either as (i) a separate Co-Investment Fund or (ii) a direct
investment by certain investors into a portfolio company or its holding or operating company. When
structured as a Co-Investment Fund, Platte River considers the co-investment to be a Fund client,
identifies the Fund in its Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the
Fund, reserves the right to assess a Management Fee and/or Carried Interest on the Fund and includes
the amount of assets of the Fund in the Firm’s regulatory assets under management. In the case of
direct co-investments, Platte River does not consider the co-investment 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 the Firm’s regulatory assets under management.
In such direct co-investment opportunities, Platte River will perform management, advisory and other
services for the portfolio companies in which these co-investors invest, generally at no cost to the co-
investors except portfolio company fees and expenses (which such fees and expenses are recorded at
the portfolio company).

Opportunities to participate in co-investment transactions generally arise when Platte River
determines that: (i) the Fund’s allocation to a portfolio company has been fully met under the Fund’s
investment guidelines; (ii) the amount available for investment in a portfolio company exceeds a
prudent allocation to the relevant Fund; (iii) an allocation to an investor or third party would provide
a strategic benefit with respect to a portfolio company and, accordingly, to the Fund’s ownership
interest in the portfolio company; and/or (iv) Platte River believes the Fund will benefit from the
participation of the co-investor(s).

Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general Platte River has complete
discretion when determining who will be permitted to participate in a co-investment opportunity and
no investor has a guaranteed right to participate in a co-investment opportunity. While one or more
investors in the Funds are on occasion invited to co-invest in a Fund’s portfolio companies, Platte
River 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. In determining which investors will be eligible for co-invest
opportunities, Platte River considers a variety of factors, including: (i) the ability of the investor to
provide strategic benefits to a portfolio company (such as specific industry or operational knowledge
and/or expertise and access to additional financing), which are expected to benefit the relevant Fund’s
ownership interest in a portfolio company; (ii) the investor’s ability to evaluate and consummate a
transaction on the timeline of the relevant Fund; and (iii) the size of an investor’s commitment to a
Fund. Certain service providers, including lenders and individuals who source transactions, 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 in connection with the services provided. Co-investment
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