Gap Asset Management LLC

Item 5 – Fees and Compensation

GAP and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed in each Fund’s Governing Documents
and below. Differences exist from Fund to Fund, and certain Funds do not charge certain fees,
compensation or expenses that other Funds charge or charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Limited partners
should refer to the Governing Documents of the applicable Fund for a complete understanding of
how GAP is compensated for its advisory services; the information contained herein is a summary
only and is qualified in its entirety by such documents.

Management Fees

GAP charges each Fund a management fee (the “Management Fee”) based on a percentage of limited
partner’s commitments (excluding the General Partner’s interest). Effective as of the initial closing
date and ending on the earlier of (i) the termination of the investment period, (ii) the date on which a
successor fund commences the accrual or payment of Management Fees (determined without regard
to any offsets to Management Fees payable by such successor fund) or (iii) a term as set forth in each
Fund’s Governing Documents, the Management Fee is initially equal to 2% of non-affiliated limited
partner commitments per annum. Effective upon the quarter immediately following the final quarter
of the applicable period set forth in (i), (ii) or (iii) above, Management Fees shall be equal to 1% of
invested capital, less any investments written down due to a permanent impairment of value.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs, except in
the case of investments that have been permanently written down. Permanent write-down
determinations are made in the discretion of the valuation committee and the Firm’s valuation policy.

Management Fees will not be reduced (in whole or in part) in the case of partial distributions (e.g.,
those resulting from a dividend recapitalization), partial sales, reorganizations, restructurings, roll-over
investments or similar transactions, 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 such Fund’s
investment or ownership percentage in a portfolio company has been reduced as a result of such
transaction. In addition, Management Fees generally will not be reimbursed or refunded in the event
of realizations, dispositions or partial write-downs that occur partway through the relevant calculation
period. Further, where there has been a partial disposition or permanent write-down of a Fund’s
investment and the fair market value of the investment following such event exceeds the total amount
of the Fund’s investment contributions relating to the investment, Management Fees after the
stepdown date will not be reduced. In most circumstances, the post step-down Management Fee base
will include capitalized transaction-specific fees and expenses of unrealized investments, including
transaction fees charged by GAP in connection with the investment, which poses a conflict of interest
in that the inclusion of such fees and expenses results in a higher Management Fee than if such
transaction fees and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to limited partners. All Management
Fees were negotiated with limited partners during the fundraising period of the applicable Fund and
are not subject to negotiation thereafter. Generally, limited partners participating in a subsequent
closing after the initial closing of a Fund are responsible for paying the Management Fee as of the date
of the initial closing of such Fund, plus interest, as applicable. In addition, Management Fees are
payable during term extensions unless otherwise notified to limited partners.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees can differ from one Fund to another as well as among limited
partners in the same Fund. Such differences can arise from the size of a limited partner’s commitment
to a Fund, provisions of side letter agreements or other negotiated terms. Management Fees are
generally waived for GAP employees investing in a Fund through a General Partner, although these
limited partners generally pay their pro rata share of certain Fund expenses.

As per the provisions of the Governing Documents, GAP is permitted to waive, defer, or reduce all
or a portion of the Management Fee payable by a Fund in full or partial satisfaction of any obligation
of a General Partner and certain employees to invest in and alongside such Fund. Certain waived
portions of the Management Fee are treated by the Governing Documents as deemed capital
contributions by the relevant General Partner, which is effectively invested in the relevant Fund on
the General Partner’s behalf and operates to reduce the amount of capital the applicable General
Partner would otherwise be required to contribute to the Fund. Limited partner capital contributions
are generally accelerated due to waived, deferred, or reduced Management Fees and/or the timing of
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Item 7 – Types of Clients

GAP provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Investment Company Act”). The Funds limit their respective limited partners to: (i) “accredited
investors” as defined in the Securities Act of 1933, and (ii) “qualified clients,” as defined in the
Advisers Act. Investors in the Funds must also meet certain other suitability qualifications prior
to making an investment in a Fund. The Funds are not registered or required to be registered
under the Investment Company Act, are not made available to the general public, their securities are
not registered or required to be registered under the Securities Act of 1933 and Fund interests are
privately placed to qualified investors. Qualified investors include individuals or entities to which
Fund interests are permitted to be sold, which generally includes (i) in the United States, people or
organizations who meet certain net worth, income and/or financial sophistication requirements as
described above or (ii) in other countries, as permitted by the relevant securities laws in such
jurisdiction and in compliance with any foreign offering provisions applicable to GAP and/or the
Funds. The Funds typically require capital commitments from each limited partner of at least $5

million, although the applicable Fund’s General Partner has, in its sole discretion, accepted lesser
amounts.

The limited partners participating in the Funds include high net worth individuals, other investment
entities, university endowments, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations, fund of funds, corporations, limited partnerships, limited liability companies
or other business entities, or other service providers retained by GAP, and typically include, directly
or indirectly, principals or other employees of GAP and its affiliates and members of their families.

GAP will generally pursue all appropriate investment opportunities through its Fund vehicles,
subject to certain limited exceptions. For certain investments, GAP requires additional capital in
order to complete a portfolio company transaction and in such cases, reaches out to select investors
for additional capital. These co-investments are not managed by GAP, are not subject to custody
by GAP and are not deemed to be clients of GAP. Nevertheless, GAP will perform management,
advisory and other services for the portfolio companies in which these co-investment vehicles invest
alongside the Funds, generally at no additional cost to such vehicles except portfolio company fees
and expenses (which such expenses are recorded at the portfolio company).

GAP will select the investors that are permitted to co-invest in a particular portfolio company in its
sole discretion based on various factors, including those detailed in its Governing Documents and as
outlined in its internal policies and procedures. While one or more limited partners in the Funds are
on occasion invited to co-invest in a Fund’s portfolio companies, GAP is authorized in its sole
discretion to offer any or all of a co-investment opportunity to investors that are not limited partners
in the Funds. Co-investment opportunities are made available to select Fund limited partners and
third parties, including, without limitation, management or founders of the applicable portfolio
company, co-sponsors, strategic investors, lenders, investment bankers, deal sources (including finders
and consultants), other sponsors (including other private equity or venture capital firms), service
providers, GAP Consultants, sector experts, strategic advisors, other persons or entities affiliated,
associated or otherwise known to GAP or its personnel. Certain service providers, including lenders
and individuals who source transactions, have in the past and are expected in the future to negotiate
co-investment rights or co-investment priority rights as a component of their compensation in
connection with the services provided. In certain cases, determinations to allocate such amounts or
investment opportunities to vendors or service providers will be made prior to the determination of
the availability of opportunity for other co-investors, and as such generally will decrease the amount
of co-investment opportunities available.

Although co-investments typically involve investment and disposal of interests in the applicable
portfolio company at substantially the same time and on substantially the same terms as the Fund
making the investment, co-investors are generally subject to different economic terms than the Fund.
From time to time, for strategic and other reasons, a co-investor purchases a portion of an investment
from a Fund after such Fund has consummated its investment in the portfolio company (also known
as a post-closing sell-down or transfer). Any such purchase from a Fund by a co-investor generally

occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the
investment; however, in certain instances, a post-closing sell-down or transfer could occur well after
the Fund’s initial purchase. When co-investors purchase their interest from a Fund after the Fund has
consummated the investment, the price paid by co-investors is typically determined by the Fund’s
General Partner in its sole discretion, which has the potential to result in a conflict of interest. The
Funds will bear the risk that any co-investors acquiring an interest in an investment after the closing
of such investment will acquire such interest on terms that do not reflect the then-current value of
such investment. Where appropriate, and in GAP’s sole discretion, GAP reserves the right to charge
interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the
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