The Praedium Group LLC

Item 5:        Fees and Compensation
Description
Under the management agreement for each of the Funds, Praedium is entitled to compensation for
its services in the form of an annual management fee (the “Management Fee”), payable quarterly
in advance. During the investment period (i.e., the period in which the General Partners invest
Fund commitments), Management Fees are charged based on capital commitments, and thereafter
Management Fees are charged based on invested capital.

The General Partner of each Fund is also eligible to receive an allocation of carried interest. The
Fund offering and organizational documents or management agreement for each Fund, as
applicable, include further details on fees, compensation and related matters.

Fee Billing
For the Funds, Management Fees and carried interest allocations are paid directly by the Funds,
which are subsequently either deducted from an investor’s assets invested with Praedium at the
payment date or withheld from distributions. Our Management Fee is paid quarterly in advance.

Allocations of carried interest are collected as described in Item 6– Performance-Based Fees and
Side-By-Side Management below.

Other Fees and Expenses
Praedium’s Management Fees do not include all of the fees and expenses that investors in the
Funds may bear. In addition to Praedium’s Management Fee and carried interest allocations,
investors in the Funds will bear indirectly as partnership expenses their pro rata share of any fees
and expenses incurred by Praedium or the General Partners on behalf of the Funds, and deducted
directly from the Funds. Those fees will vary but typically include professional fees such as legal
and accounting fees. Such fees and/or expenses may be paid directly to third parties. Investors in
the Funds may indirectly bear the following fees and expenses:

       •       Expenses of organizing the Funds and offering the limited partnership interests
               (other than placement fees which offset the management fee) and all expenses
               incurred with respect to each closing of the Funds during the admission periods
               (which are capped as set in the governing documents of the Funds).

       •       All expenses incurred in connection with identifying, evaluating, structuring and
               negotiating any potential investment and the acquisition, holding, sale, proposed
               sale, other disposition or valuation of any investment, including travel expenses,
               property and asset management software expenses, research expenses and dead deal
               expenses are borne by the Fund for which the investment is intended.

       •       All litigation-related and indemnification expenses, subject to certain limitations
               associated with the standard of care to which indemnified parties are subject.

       •       Premiums and fees for insurance allocated to the Fund (including general partner’s,
               directors’ and officers’ liability or other similar insurance policies in connection
               with the activities of the Funds).

       •       All ordinary administrative expenses of the Funds, including fees of auditors,
               attorneys, appraisers and other professionals and the cost of reports to the partners.

This list is not exhaustive; Investors in Funds should review the applicable Fund offering materials
and organizational documents or management agreement, as applicable, for a more extensive
description of the fees and expenses associated with an investment in the Funds. For more
information, see Item 10– Other Financial Industry Activities and Affiliations below.

Compensation for Sales and Conflict of Interest
Neither Praedium nor any of its affiliates or employees accepts or otherwise receives, directly or
indirectly, any compensation for the sale of securities or other investment products.

Item 7:        Types of Clients
The Funds are pooled investment vehicles, whose investors purchase ownership interests in the
Funds. The Funds’ investors consist primarily of:

       •       Endowments and foundations

       •       State and municipal government agencies

       •       Public and private pension plans

       •       Insurance companies

       •       Investment companies

       •       Trusts and estates

       •       Charitable organizations

       •       Corporations

       •       Business entities other than those listed above

All investors are subject to applicable suitability requirements identified in each Fund’s offering
and organizational documents and relevant management agreement, as applicable. Each investor
in the Funds must be an “accredited investor” as defined in Regulation D under the Securities Act
of 1933, as amended, and investors in certain Funds must be "qualified purchasers" as defined in
the Investment Company Act of 1940, as amended.