Twin Bridge Capital Partners LLC

ITEM 5. FEES AND COMPENSATION

       In general, Twin Bridge receives a management fee (the “Management Fee”) and the
relevant General Partners receive a carried interest in connection with advisory services. Investors in
a Fund also bear certain expenses.

Management Fees

        Each Fund generally pays an annual Management Fee to Twin Bridge up to a maximum of
1.25% of such Fund’s aggregate investor capital commitments, quarterly in arrears, commencing on
such Fund’s effective date and continuing through an anniversary of the effective date, as set forth
in the relevant Governing Documents. For certain investors, the amount of Management Fee to be
paid with respect to a fiscal year period generally is negotiated and agreed between such investors
and the applicable General Partner prior to the commencement of such fiscal year period. As set forth
in certain Funds’ Governing Documents, in certain circumstances and after a certain number of years,
the Management Fee will be reduced or eliminated and the applicable General Partner is permitted
to waive or reduce the Management Fee for certain investors. The rates at which Twin Bridge’s fees
are charged vary among the Funds.

        As is generally the case in private equity 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. In the case of PSF I, PSF II and PSF III, as further specified in
the Governing Documents, the Management Fee is negotiated and agreed between the investors and
the applicable General Partner. For all Funds (other than PSF I, PSF II, PSF III, PSF IV and NG I),
as further specified in the Governing Documents, the Management Fee is generally based on the
Fund’s commitments except in later years when the Management Fee is to be negotiated by the
General Partner and the limited partners. For PSF IV, as further specified in the Governing
Documents, the Management Fee is generally based on such Fund’s commitments until the end of
the commitment period (the “Stepdown Date”), and thereafter based on investment contributions
for investments that have not been disposed of directly by PSF IV or have not been disposed of,
written down or written off indirectly by the underlying investment fund in which PSF IV has
invested (based on reporting by such underlying investment fund).

        For NG I, as further specified in the Governing Documents, the Management Fee is initially
based on investor commitments during the commitment period, and after the Stepdown Date,
generally based on a formula tied to the amount of investment contributions for NG I investments to
the extent each NG I investment has not been disposed of or completely written off. For this purpose,

under NG I’s Governing Documents, where the fair market value of a NG I 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. However,
where there has been a partial distribution, partial write-down or partial sale of an investment in a
fund or portfolio company (such investments, “Impaired Value Investments”) and (i) where the
fair market value of the Fund’s remaining investment in the fund or portfolio company following
such event exceeds the total amount of investment contributions made to such Fund relating to such
fund or portfolio company, the Governing Documents do not require Management Fees after the
Stepdown Date to be reduced, but instead Management Fees are charged based on the fair value of
each Fund’s remaining investment(s) in such fund or portfolio company or (ii) where the fair market
value of the Fund’s investment in such fund or portfolio following such event is less than the total
amount of investment contributions made to such Fund relating to such fund or portfolio company,
the Management Fees will be based on the fair market value of each Fund’s remaining investment(s)
in such fund or portfolio company (the “Impaired or Reduced Value Reduction”).

        As a result, and as is generally the case for private equity 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 commitment period, and will not be reduced in
connection with any write-downs (whether temporary or permanent), except in the case of Impaired
or Reduced Value Reduction. 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 the one or more other Fund(s) divest their respective investment(s), whether in
whole or in part, in each case in circumstances that do not result in the complete disposition of the
relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the
Fund’s ownership percentage in such investment has been reduced (including substantially reduced)
as a result of such transaction.

         In many circumstances, the post-Stepdown Date Management Fee base will include
capitalized transaction-specific fees and expenses of unrealized investments, including certain fees
and expenses paid to service providers (including suppliers, vendors, consultants, lenders, law firms
(including Fund or transaction counsel), transaction service providers and their respective affiliates,
personnel and related investment vehicles (together, “Service Providers”)), Twin Bridge, or its
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ITEM 7. TYPES OF CLIENTS

        Twin Bridge provides investment advice to its Fund clients, which generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws and operated
as exempt investment pools under the Investment Company Act of 1940, as amended (the “Company
Act”), and in connection with the Astorius arrangement. The investors participating in the Funds
generally include individuals, banks or thrift institutions, other investment entities, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and may include, directly or indirectly, principals or other personnel of Twin Bridge.

         The Funds generally do not have a minimum investment amount for third-party investors;
rather, investment amounts are negotiated on an investor-by-investor basis. In most circumstances,
investors in the Funds must meet certain suitability and net worth qualifications prior to making an
investment in the Funds. Generally, investors must be either (i) “accredited investors” as defined in
Regulation D promulgated under the Securities Act of 1933, as amended, that are also “qualified
purchasers” as defined under the Company Act or (ii) “knowledgeable employees” as defined under
the Company Act. Twin Bridge is permitted to waive such qualification requirements in certain
circumstances.