Garden City Management LLC

Item 5 – Fees and Compensation

Compensation for Advisory Services
Below is a discussion of how Garden City is compensated in connection with providing advisory
services to its Clients. The Firm may enter into different fee arrangements on a Client-by-Client
basis. However, Garden City is generally entitled to receive a management fee as well as carried
interest based on the profits earned on each Client’s account (together, the “Fees”).
        Management Fees. During the investment period of the Funds, Garden City is generally
        entitled to an annual asset-based management fee (the “Management Fee”) from its Funds
        calculated as a percentage of each investor’s commitment. After the investment period
        ends, the Management Fee is calculated as a percentage of the net asset value of the fund.
        The Management Fee is payable in advance and is deducted from each investor’s capital
        account. For investors who are admitted after the initial closing of a fund, Management
        Fees are not prorated, but rather such investors will be assessed a Management Fee that is
        retroactive to the initial closing date. Should an investor withdraw from the fund prior to
        the fund’s expiration, the investor will not be entitled to a refund of any pre-paid
        management fees. The Management Fee is generally 2%, but the Firm may, in its sole
        discretion, agree to waive or reduce the amount of such fee.
        Incentive Distribution. Upon receiving a distribution from a Fund for a portfolio
        investment, Garden City may be entitled to receive incentive distributions (the “Incentive
        Distribution”) from the Fund after a certain preferred return (as set out in the offering
        documents) has been distributed to investors. This Incentive Distribution is generally
        between 20-30%.
Other Expenses
In addition to the above Fees, the Funds will also be responsible for paying or reimbursing the
manager (or their affiliates) of the Fund for any and all other fees, costs, expenses, liabilities and
obligations relating to the respective Fund and/or its activities, business, actual or potential portfolio
investments (to the extent not borne or reimbursed by a portfolio company or potential portfolio
company), including without limitation, any and all fees, costs, expenses, liabilities and obligations
relating to maintaining the existence or operations or any registrations of the Fund and the portfolio
companies; accounting fees, costs and expenses of the Fund or any portfolio company, including
without limitation, the annual audit of the Fund or any portfolio company, the preparation of the
annual and any interim financial statements of the Fund and the portfolio companies and the federal
and state tax returns of the Fund and the portfolio companies; taxes payable by the Fund or any
portfolio company; costs and expenses associated with meetings of the investors, communications
with investors and preparation of Fund status reports; costs, expenses, debts, liabilities and
obligations incurred in connection with admitting new investors; the legal fees, cost and expenses
of counsel for the Fund in any legal action or proceeding, including threatened action, proceeding
or investigation by or against the Fund, and the amount of any judgments or settlements paid in
connection with such action, proceeding or investigation, including all costs and expenses arising
out of or resulting from the Fund’s indemnification obligations herein; fees and expenses paid to

third parties in respect of broken or unconsummated transactions; the legal and other fees, costs
and expenses of and incidental to the purchase and sale (including qualification and registration)
of securities to the extent that such fees, costs and expenses are not paid by portfolio companies or
others; all other legal fees, costs and expenses incident to the Fund, its formation, its management
and activities; any fees and expenses of any valuation expert or other experts retained pursuant to
the offering documents to provide various services to portfolio companies and/or the Fund on their
behalf determined at competitive market rates for first-class providers of comparable services;
interest and other expenses relating to any Fund indebtedness; bonding expenses; premiums for
insurance protecting the Fund and the managers and employees of the Manager and the Fund and
other persons entitled to indemnification from the Fund from liabilities to third parties for activities
on behalf of the Fund; securities filing fees; corporate licensing fees and other professional fees;
entity-level taxes; expenses associated with any review of the annual financial statements of the
Fund performed by third parties and other expenses related to Fund-related registration and
compliance with applicable law (including, without limitation, the Investment Advisers Act of
1940, as amended), expenses related to the monitoring of portfolio company investments, and all
extraordinary fees, costs and expenses.
Outside Compensation for the Sale of Securities
Neither Garden City nor its supervised persons or affiliates accepts compensation for the sale of
securities or other investment products.
The foregoing discussion in Item 5 represents Garden City’s basic compensation
arrangements. The management fees and incentive distributions described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws. Fees
and other compensation are negotiable in certain circumstances and arrangements with any
particular investor may vary. Although Garden City believes its fees are competitive, lower
fees for comparable services may be available from other investment advisers.

Item 7 – Types of Clients

Garden City provides investment advisory services to pooled investment vehicles structured as
limited liability companies or limited partnerships.
Garden City restricts the number of investors in each Fund and offers membership interests only
through non-public transactions in order to maintain their exclusion from “investment company”
status under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Prospective investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective investors are encouraged to thoroughly
review a Fund’s offering documents, which set forth all of the terms in detail.
Each investor in a Fund generally must be an “accredited investor” (as defined in Regulation D
under the Securities Act of 1933) or a “qualified purchaser” (as defined in Section 2(a)(51) of the
U.S. Investment Company Act of 1940, as amended), as well as an investor who is eligible to enter
into a performance fee arrangement under applicable state and/or federal law.
Garden City generally does not require a minimum commitment size to invest in a Fund.