Prysm Capital LP

ITEM 5. FEES AND COMPENSATION

        In general, Prysm receives a management fee (the “Management Fee”) and a carried
interest in connection with advisory services. Prysm Capital or other Prysm entities or affiliates
expect to receive additional compensation in connection with management and other services
performed for portfolio companies of Funds and such additional compensation will offset in whole
or in part the Management Fees otherwise payable to Prysm in accordance with the relevant
Governing Documents. In addition, in certain circumstances Prysm expects to receive
compensation for management and other services performed in connection with co-investments
made in portfolio companies of the Funds. Investors in a Fund also bear certain expenses including
those discussed below.

Management Fees

         As more fully described in the applicable Governing Documents of each Fund, the Funds
generally pay Prysm an annual Management Fee, payable quarterly in advance. Investors
participating in a closing after a Fund’s initial closing date bear the Management Fee from the
initial closing date, generally in addition to an interest component payable to Prysm or an affiliate.
The Management Fees are paid out of current income and investment proceeds of the Funds and/or,
in the General Partners’ discretion, from drawdowns that will reduce unfunded investor capital
commitments (“Commitments”). The Management Fee will be payable until proceeds from all
portfolio investments are distributed or until Prysm’s relationship with the Fund is terminated for
other reasons (as described in the relevant Governing Documents). Installments of the
Management Fee payable for any period other than a full quarterly period shall be adjusted on a
pro rata basis according to the actual number of days in such period. 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.

        As is generally the case in closed-ended funds, the Governing Documents provide that a
Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the
Fund’s then-current net asset value. As further specified in the Governing Documents, from the
effective date of the relevant Fund until a date specified in the Governing Documents (the
“Stepdown Date”), Management Fees generally will be charged based on a formula tied to the
amount of the relevant Fund’s aggregate 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 Fund borrowing component (including
interest expenses) and the amount of any capitalized Portfolio Company Fees (as defined below)
or expenses, including costs of operating partners) made by the relevant Fund relating to the Fund’s
aggregate investment(s) in its portfolio companies that have not been realized or permanently
written down (such investments, “Impaired Value Investments”). Due to differences in the criteria
set forth in their respective Governing Documents, in the event where more than one Fund
participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more
other Funds.

        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,
the Governing Documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown, decrease (including a significant 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 in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance
of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment

is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s) as of the first date of the relevant period.

        As a result, and as is generally the case for closed-ended funds, the amount of Management
Fees generally will not correspond with fluctuations in the net asset value of individual investments
or of a Fund, including following the relevant investment period, and will not be reduced in
connection with any write downs (whether temporary or permanent), except in the case of Impaired
Value Investments. 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
reorganizations, restructurings, roll-over investments, extraordinary dividends or similar
transactions or in circumstances where one or more other Fund(s) divest their respective
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ITEM 7. TYPES OF CLIENTS

         Prysm provides investment advice solely to its Fund clients, and references throughout
 this Brochure to “clients” and to Prysm’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 the Funds 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
 Prysm and members of their families, operating partners or other Service Providers retained by
 Prysm or a Fund, as well as executives of portfolio companies.

        The relevant General Partner also generally is permitted 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 related Fund.

        Prysm expects to offer Fund interests solely to qualified purchasers or qualified
knowledgeable Prysm personnel (or, as applicable, accredited investors that are also qualified
clients). As set forth in detail in the applicable Governing Documents, certain Funds have a
specified minimum investment, and Prysm generally is permitted to waive such minimum
investment amount.