Centergate Capital LP

Item 5 - Fees and Compensation

Compensation and Fee Schedules

All investors and prospective investors should review the Governing Documents of each CenterGate
Fund in conjunction with this Brochure for complete information on the fees and compensation payable
in connection with a particular CenterGate Fund. Different CenterGate Funds may be subject to
different management fees and performance-based compensation arrangements. In limited
circumstances, the advisory fees payable to CenterGate by individual investors in the CenterGate Funds

may be negotiable and/or waived. Investors and prospective investors in each CenterGate Fund should
note that similar advisory services may (or may not) be available from other investment advisers for
similar or lower fees. Except for CenterGate Co-Invest I, L.P., all clients of CenterGate are “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the
“Company Act”), and therefore CenterGate has not included specific fee information in this Brochure.
CenterGate does not receive an advisory fee with respect to CenterGate Co-Invest I, L.P and CenterGate
Capital Partners Shift Co-Invest, L.P.

Deduction of Fees; Timing of Payments; Termination

Management fees will be generally paid to CenterGate by or on behalf of a CenterGate Fund by (i)
requiring investors in such CenterGate Fund to make capital contributions in respect of such fees, or
(ii) withholding the amount of such fees from investment proceeds that would otherwise be distributable to
the investors of such CenterGate Fund.

Payments of advisory fees are generally made quarterly in advance and in accordance with the terms of
the Governing Documents. Please refer to the Governing Documents of each of the CenterGate Funds
for complete information on the timing of advisory fee payments.

To the extent management fees are assessed in advance, certain CenterGate Funds’ Governing
Documents require such fees to be returned to the limited partners of such CenterGate Funds should
CenterGate’s management services to the CenterGate Fund be terminated prior to the end of the period
in respect of which the fees have been paid (including, for example, situations where the final
distribution by a CenterGate Fund occurs prior to the end of a period for which management fees have
already been paid). In general, the amount of such fees to be returned is calculated based on the number
of days remaining in the applicable period.

Other Fees and Expenses

In addition to the fees payable to CenterGate and its affiliated entities, the CenterGate Funds (and
therefore, indirectly, the limited partners of such CenterGate Funds) may incur certain charges imposed
by third parties and other expenses as set forth in the Governing Documents attributable to each
CenterGate Fund. Such expenses may include (but are not limited to), organizational and capital raising
expenses; management fees; all expenses incurred in connection with the business, affairs and
operations of the CenterGate Fund, including the due diligence, purchase, acquisition, holding, transfer
or sale, of any portfolio investment (whether or not consummated), including legal, accounting and
consulting fees, travel and the fees and expenses of any third-party administrator of the CenterGate
Fund; all expenses incurred in connection with the development of any portfolio investment, including
the employment of third party consultants or engineers; all expenses incurred in connection with the
securing of financing, including but not limited to expenses related to the negotiation and
documentation of agreements with one or more lenders; all costs and fees relating to the administrative
and audit expenses of the CenterGate Fund (including costs of third-party accountants), and the
preparation of financial and tax reports, portfolio valuations and tax returns of the CenterGate Fund; all
legal, regulatory, administrative and compliance costs of the CenterGate Fund and the CenterGate
Fund’s general partner and/or manager, in each case with respect to the CenterGate Fund, and the costs
of prosecuting or defending any legal action for or against the CenterGate Fund or the CenterGate
Fund’s general partner, manager or any of their respective affiliates relating to the affairs of the
CenterGate Fund; all costs of establishing and operating entities related to the carried interest received
by the general partner of the CenterGate Fund; all indemnification obligations of the CenterGate Fund;
principal and interest on, and fees and expenses arising out of, all permitted borrowings made by the
CenterGate Fund; all costs of any litigation, director and officer liability or other insurance and
indemnification or extraordinary expense or liability relating to the affairs of the CenterGate Fund; all

extraordinary professional fees incurred in connection with the business or management of the
CenterGate Fund; all expenses of dissolving the CenterGate Fund; any taxes, fees or other governmental
charges levied against the CenterGate Fund and all expenses incurred in connection with any tax audit,
investigation, settlement or review of the CenterGate Fund; all expenses incurred in connection with
any restructuring or amendments to the constituent documents of the CenterGate Fund and related
entities, including the CenterGate Fund’s general partner, manager; all expenses incurred in connection
with the formation of special purpose investment vehicles, including any alternative investment
vehicles; all expenses incurred in connection with multimedia, analytical, database, news or other third
party research services and related terminals for the delivery of such services; expenses incurred in
connection with annual or other meetings of the limited partners of the CenterGate Fund, whether
individually or as a group (including travel); all expenses and costs related to the holding of meetings
...

Item 7 - Types of Clients

Types of Clients and Investment Vehicles

CenterGate provides advice to investment vehicles. The limited partners of (or investors in) the
CenterGate Funds may include high net worth individuals, corporations, funds of funds, financial
institutions, endowments, foundations, trusts, estates, sovereign wealth funds, and public and private
pension and profit sharing plans.

CenterGate and/or its affiliates may establish certain alternative investment vehicles, parallel funds
and/or special purpose vehicles (collectively, “AIVs”) for the purpose of addressing tax, regulatory
and/or structural issues, and/or facilitating certain investments by one or more CenterGate Funds and/or
investors. Prospective investors are requested to refer to the Governing Documents of the applicable
CenterGate Fund for complete details on any feeder vehicle that may be established by such CenterGate
Fund and such CenterGate Fund’s ability to make investments through AIVs.

Minimum Investment Requirements

The CenterGate Funds are generally offered to accredited investors and/or qualified purchasers
pursuant to Section 3(c)(1) or 3(c)(7) of the Company Act and are therefore not required to register as
investment companies under the Investment Company Act in reliance upon certain exemptions
available to the CenterGate Funds whose securities are not publicly offered.

In general, the minimum investment commitment required of a limited partner to participate in a
CenterGate Fund is $50,000; however, the general partner of each CenterGate Fund has discretion to
increase or reduce the minimum investment commitment. Investors are requested to refer to the
Governing Documents of each CenterGate Fund for complete information on minimum investment
requirements for participation in a particular CenterGate Fund.