PSG Equity LLC

Item 5.    Fees and Compensation

Management Fees

In respect of the Main Funds and Continuation Funds, the Adviser is paid a quarterly management
fee, payable in advance, by such applicable Main Fund and Continuation Fund. Management fees
are paid by the Main Funds and Continuation Funds with either cash on hand (including cash
drawn from credit facilities), disposition proceeds or from drawdowns of the investors’ unfunded
capital commitments. Management fees paid by each of the Main Funds and Continuation Funds
are indirectly borne by investors in such Funds. With respect to the Flagship Funds, the
management fee is typically calculated based on capital commitments or remaining invested
capital. With respect to the Encore Fund and the Continuation Funds, the management fee is
typically calculated based on remaining invested capital. Management fees may be reduced or
waived during the life of a Main Fund or a Continuation Fund. Portfolio companies are from time
to time expected to enter into dividend recapitalization, refinancing and other similar transactions,
which would result in the payment of cash dividends to certain Funds. Pursuant to the applicable
Fund’s organizational documents, such amounts, when returned to investors, do not typically
reduce the base upon which management fees are charged. See “Conflicts Related to Fee
Structure” below for more information.

For the Flagship Funds, on or before a date (the “Stepdown Date”) specified in such Funds’
respective organizational documents, the management fee payable by each limited partner will be
calculated based on such limited partner’s commitment. As a result, prior to the Stepdown Date,
there will be no reduction in the amount of management fee payable by a limited partner following
the sale or disposition (in whole or in part), reorganization, restructuring or similar transaction of,
or distributions (including those arising from dividend recapitalizations), dividends or similar
transactions, with respect to a portfolio company, even where the value of the Fund’s investment
or the Fund’s ownership percentage has been reduced (including materially reduced or reduced to
zero) as a result.

For the Flagship Funds, after the Stepdown Date, the management fee payable by each limited
partner will be calculated based on the amount of the limited partner’s invested capital (which is

deemed to include the limited partner’s share of any indebtedness incurred by a Fund in lieu of
capital contributions and all expenses attributable to each investment) (“Invested Capital”) in
portfolio companies that have not been the subject of a disposition (determined in accordance with
the applicable fund’s organizational documents) and have not been written down to zero
(“Unrealized Investments”), reduced by the limited partner’s share of the net unrealized loss (such
resulting amount, “Funded Commitment”). Net unrealized loss is calculated in the aggregate
across all of a Fund’s Unrealized Investments and is calculated by taking the aggregate decrease
in the fair market value of all Unrealized Investments over the cost of such investments
(“Unrealized Loss”) and subtracting that amount from the aggregate increase in the fair market
value of all Unrealized Investments over the cost of such investments (“Unrealized Gain”). As a
result, after the Stepdown Date, the management fee may not be reduced following a decrease
(including a significant decrease) in the fair market value of one or more of the Fund’s Unrealized
Investments, if, in the aggregate, Unrealized Gains equal or exceed Unrealized Losses. Similar to
the Flagship Funds after the Stepdown Date, the Encore Fund and certain Continuation Funds are
subject to a management fee that is based on a limited partner’s Funded Commitment.

The general partner or the investment manager of each Fund generally is permitted to terminate
the advisory agreement upon 60 days’ notice, although the notice period for some Funds is shorter
as set forth in each relevant Fund’s organizational documents. Upon termination of a relevant
advisory agreement, management fees that have been prepaid are returned on a prorated basis.

The precise amount of, and the manner and calculation of, the management fees for each Fund is
disclosed in the organizational and offering documents of such Fund. The management fees are
negotiated collectively with the investors of each Fund and are subject to waiver or reduction by
the Adviser. For example, the Adviser and certain of its principals and employees, former
employees or their family members and related vehicles typically invest (directly or indirectly) in
the Funds, and management fees assessed on such investments are typically waived entirely. The
applicable general partner may, but shall not be obligated to, receive a Carried Interest (as defined
below) and the Adviser may, but will not be obligated to, receive a management fee in respect of
any co-investment opportunities and, in certain cases, Co-Investment Vehicles pay administration
fees, payable quarterly to the Adviser or on another basis. Unless otherwise agreed with a Fund’s
investors, management fees will continue to be payable during any extensions to the term of a
Fund.

Except as otherwise set forth in the organizational documents of a Fund, the management fees paid
by a Fund will generally be reduced by a percentage of: (1) the amount of fees, if any, paid by such
Fund to persons acting as placement agents in connection with the offer and sale of interests in
such Fund to certain potential investors, (2) the fees incurred by the Adviser in connection with
the organization of such Fund that exceed a limit specified in such Fund’s organizational
documents and/or (3) certain Other Fees (as defined below) received by the Adviser or its affiliates.
The amount and manner of such reduction, if any, is set forth in the advisory agreement and/or
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Item 7.     Types of Clients

The Adviser provides investment advisory services to the Funds (other than with respect to certain
Co-Investment Vehicles as set forth in their organizational documents). Investment advice is
provided directly to the Funds and not individually to the investors in the Funds. Investors in the
Funds are generally “qualified purchasers” as defined in the 1940 Act, and may include, among
others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts,
estates, charitable organizations, university endowments, corporations, sovereign wealth funds,
limited partnerships and limited liability companies.

The Funds do not have a minimum size, but minimum investment commitments are generally
established for investors in the Main Funds. The general partner of each Main Fund has sole
discretion to permit investments below the minimum amounts set forth in the offering documents
of such Fund.