PT Capital Advisors LLC

Item 5: Fees & Compensation

         In consideration for PT Capital’s advisory and other services, PT Capital and/or certain of
its affiliates generally are entitled to receive management fees, and may receive performance
allocations, with respect to the Funds. While the fees and compensation applicable to each Fund
are described in detail in the applicable governing documents, side letters and/or fee agreements,
an overview of PT Capital’s basic fee schedule is summarized below. A potential investor should

   read and review all governing documents in their entirety before making any investment decisions.

           Pt Capital Advisors provides investment advisory services to the various private equity
   funds (each a “Fund” or collectively the “Funds”) that are each managed by an affiliated General
   Partner (“GPs” and each a “GP”). The fees outlined herein represent fee guidelines, and Pt Capital
   Advisors reserves, at our sole discretion, the right to negotiate fees with any client or prospective
   client. The fees are described in detail in the Private Placement Memorandum for each Fund we
   manage.

           Management Fees: In consideration for its advisory services to the Private Funds, PT Capital
   receives a “Management Fee” from each respective Private Fund. The specific payment terms and
   other conditions of the Management Fees available to PT Capital are set forth in the applicable
   Private Fund’s governing documents, side letters and/or fee agreements. The Management Fees are
   generally a percent of the Private Funds’ investors aggregate capital commitments or a percent of
   the Private Funds’ total invested capital, on the appraisal date, payable quarterly or monthly in
   arrears or in advance. Management Fees are generally paid to PT Capital in one of two ways: by
   deducting such fees from the applicable Private Fund or directly billing the Private Fund. Upon the
   termination of PT Capital’s Investment Management Agreement with a Private Fund, PT Capital
   will refund to the Private Fund the pro-rated portion of any Management Fee already received by
   the Private Fund for the period following the effective date of such termination.

        PT Capital may, in its sole discretion, waive all or any portion of the Management Fee with respect
to any investor.

   A. Expenses

        The Partnership will be responsible for and will pay (or reimburse the General Partner) for
reasonable expenses incurred in connection with the business of the Partnership, including, without
limitation: (a) all expenses of organizing, starting-up and closing the Partnership and offering the Units to
potential investors, including legal, accounting, filing, capital raising, offering, placement and other
expenses (b) all costs and expenses relating to the activities of the Partnership (to the extent not reimbursed
by a Partnership portfolio investment), including the Management Fee, legal, auditing, consulting and
accounting expenses (including expenses associated with the preparation of Partnership financial
statements, tax returns and K-1s), insurance and expenses associated with the identification, evaluation,
acquisition, holding, valuation and disposition of Partnership investments, all expenses in connection with
transactions not consummated, and extraordinary expenses (such as litigation, if any).

         PT Capital bears its own operating, general, administrative and overhead costs and expenses.

    A.       Fees

            Pt Capital Advisors is generally compensated through a two percent (2%) asset
    management fee that is equal to the aggregate commitments during the designated commitment
    period of the specific Fund and the aggregate funded commitments after the commitment period.
    This fee is generally prorated and paid quarterly, in advance. The terms of the specific Fund as
    well as the custodian’s custodial/clearing agreement may authorize the custodian to debit Clients’

    accounts for the amount of our asset management fee and to directly remit the management fee to
    us.

            The GP, which is affiliated with Pt Capital Advisors, may charge a twenty percent (20%)
    carried interest in the Funds after the limited partners have received a preferred return. The amount
    of the preferred returned will be negotiated for each specific Fund.

          Additional information about the fees and carried interest that are paid to Pt Capital
    Advisors is set forth in detail in the respective Partnership Agreement and Private Placement
    Memorandum for each Fund.

       Other Fees and Expenses

        Organizational Expenses: In general, each Client, subject to its governing documents, will typically
pay or otherwise bear its organizational expenses, subject to a specified expense cap which may vary from
Client to Client. Any organizational expenses in excess of the specified expense cap will be borne by the
applicable General Partner (or its equivalent) or offset against Management Fees. Such organizational
expenses generally may include legal, accounting, filing, capital raising, placement agent fees, travel,
accommodation, meal and other similar fees, costs and other expenses (collectively, the “Organizational
Expenses”).

         Operating Expenses: In general, each Client, subject to its governing documents, will typically pay
or otherwise bear all of the direct and indirect fees, costs, expenses and other liabilities or obligations
resulting from or arising in connection with its operations (collectively, the “Operating Expenses”). The
Operating Expenses of a particular Client are set forth in its governing documents and/or through side
letters and may include, without limitation, the following fees, costs and expenses related to or arising from:
investment expenses (i.e., expenses that PT Capital reasonably determines to be related to the acquisition,
...

Item 7: Types of Clients

          Pt Capital Advisors provides investment advisory services to affiliated private equity Funds.

         We do not impose minimum requirements on our private investment fund clients. Our
  private fund clients, however, generally impose minimum investment commitments (unless
  otherwise waived by us, in our sole discretion) and require them to satisfy certain suitability
  standards.