Gatewood Capital Management LLC

FEES AND COMPENSATION

        Advisory Fees and Compensation.

        Asset-Based Compensation

        Gatewood receives a management fee (the “Management Fee”) from the Funds equal to
        (i) 2% of the aggregate commitments of each Fund’s investors during such Fund’s
        investment period, and (ii) thereafter, the Management Fee will equal 2% per annum of (a)
        the aggregate invested capital of all limited partners plus amounts committed to
        investments by the Fund (including, without limitation, the amount of the Fund’s unfunded
        capital commitments to Underlying Funds), minus (b) proceeds from dispositions
        representing a return of capital and the cumulative amount of any write-offs attributable to
        such limited partners’ capital commitments invested in investments (but only to the extent
        that such write-offs are not subsequently reversed). The General Partners may waive,
        reduce or modify the Management Fee for certain investors in the Funds.

        Performance-Based Compensation

        In addition, each General Partner may receive performance-based compensation consistent
        with the governing documents of each Fund. As is more fully set forth in the governing
        documents of each Fund, the applicable General Partner is entitled to receive up to 20%
        carried interest from the Funds or from one or more special purpose vehicles (each, an
        “SPV”) directly or indirectly owned by that Fund, which is calculated after investors
        receive a return of their capital contributions to the Funds and a preferred return of a
        specified rate, subject to catch-up allocations to the applicable General Partner after such
        preferred return is achieved. The General Partners may waive, reduce or modify the
        performance-based compensation for certain investors in the Funds.

        Gatewood and/or the General Partners will negotiate compensation, if any, from Co-
        Investment Vehicles on a case-by-case basis, and such compensation may include asset-
        based fees, carried interest, expense reimbursement, non-advisory administrative fees, or
        other compensation arrangements.

        Payment of Fees.

        The Funds pay the Management Fee directly to Gatewood quarterly in advance, and pro-
        rated for any partial periods. Each Fund, or an SPV, directly or indirectly owned by that
        Fund, will distribute carried interest (if any) directly to its General Partner. Generally, the
        Funds will distribute carried interest at such times as the applicable General Partner
        determines that proceeds are available for distribution to the Funds’ partners, as further
        described and subject to each Fund’s governing documents.

        Additional Fees and Expenses.

        Gatewood receives a Management Fee and carried interest, if any, from the Funds.
        Gatewood and its affiliates are entitled to be reimbursed for expenses that are required to

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        be borne by the Funds in accordance with Funds’ governing documents, and which are not
        paid by the Funds directly. These expenses include certain expenses relating to the
        formation of the Funds and costs and expenses relating to each Fund’s activities,
        investments and business, as is more specifically described in the governing documents of
        the Funds, including, but not limited to, as applicable:

              •   All out-of-pocket expenses incurred in connection with the conduct of the Funds’
                  investment program, including in relation to proposed investments not
                  consummated and costs associated with monitoring of the Funds’ investments;
              •   fees, costs, and expenses relating to legal, accounting, auditing, third -party
                  administration, consulting, travel, and other expenses relating to the administration
                  and operation of the Funds;
              •   principal, interest and other expenses associated with any borrowing or other
                  financing by the Funds;
              •   expenses and costs of subsidiaries, intermediary entities, or other affiliated or
                  related entities created to facilitate investment by a Fund in any portfolio
                  investment;
              •   expenses of any third parties to the extent not reimbursed by a portfolio investment;
              •   any tax, fees or other governmental charges levied against the Funds;
              •   all out-of-pocket fees and expenses associated with completed transactions; and
              •   any expenses incurred in connection with any activities undertaken by its General
                  Partner or the Funds pursuant to such General Partner’s powers and authority as
                  further set forth in the governing documents of the Funds.

        The General Partners will allocate expenses to be borne by the Funds in accordance with
        the Funds’ governing documents or, to the extent that the governing documents do not
        expressly provide for a method of allocation, as determined by Gatewood in a fair and
        equitable manner (to the extent that the allocation of such costs and expenses to such
        investment vehicles is not otherwise restricted by contract or other agreement). The Funds
        generally do not pay Gatewood closing fees upon consummation of transactions. The
        Funds may also pay certain expenses directly. In instances where a Co-Investment Vehicle
        invests alongside the Funds, the General Partner will allocate expenses to be borne by the
        Funds and such Co-Investment Vehicles in accordance with the Funds’ governing
        documents or, to the extent that the governing documents do not expressly provide for a
        method of allocation, as determined by Gatewood in a fair and equitable manner (to the
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TYPES OF CLIENTS

        The Funds are private investment partnerships whose interests are offered to investors on
        a private placement basis. Each Fund will generally impose a specific minimum
        investment amount, which is set forth in its governing documents, although the General
        Partners may waive this requirement in their sole discretion. An investment in the Funds
        is generally limited to investors that are “accredited investors” within the meaning of
        Regulation D under the Securities Act and “qualified purchasers” within the meaning of
        Section 2(a)(51) of the Investment Company Act. Each Fund’s governing documents
        include a complete discussion of the investor eligibility requirements and the terms of
        investment in the Funds.

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