Gauge Capital LLC

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as
defined below) from the Funds. A Fund and/or its portfolio companies are also able to make other
payments to the Adviser or its affiliates for services provided to the portfolio companies (Other
Fees, as defined below) which, in certain circumstances, reduce the Management Fees payable to
the Adviser. Additionally, consistent with the Governing Documents, the Funds typically bear
certain out-of-pocket expenses incurred by the Adviser in connection with the services provided
to the Fund and/or the portfolio companies. Limited partners should refer to the Governing
Documents of the applicable Fund for a complete understanding of how the Adviser 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

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund a Management Fee (each, an “Management Fee”) typically calculated based
on committed capital or remaining invested capital with respect to such Fund. Specifically,
Management Fees are initially charged at 2% of the aggregate amount of subscribed capital of the
limited partners in the years before the earlier of the investment period termination date and the
date a successor fund commences operations and is paying management fees; thereafter, the
Management Fee is equal to 2% of invested capital with respect to investments that have not been
disposed of or permanently written off for federal income tax purposes. A Fund’s borrowings are
generally taken into account for purposes of calculating the Management Fee, as provided in each
Fund’s Governing Documents.

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 off for federal income
tax purposes. Write-down determinations are made in the discretion of the valuation committee
in accordance with the relevant Governing Documents and the Adviser’s valuation policy. 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 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 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 the Adviser 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 precise amount of, and the manner and calculation of, the Management Fees
for each Fund are established by the Adviser and are set forth in such Fund’s Governing
Documents. The Management Fees and other fees and distributions described herein are generally
subject to modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily
and on a negotiated basis with selected limited partners via side letter and other arrangements,
which, to the extent permitted by applicable law, will not be disclosed to limited partners in the
same Fund. The fee structures described herein can be modified from time to time. Fees may
differ from one Fund to another, as well as among limited partners in the same Fund. In addition,
the Adviser is permitted to enter into economic and/or other fee sharing arrangements with respect

to one or more Funds and/or certain limited partners thereof, the rights of which will not generally
be made available or disclosed to other limited partners.

Certain limited partners in the Funds that are employees, business associates and other “friends
and family” of the Adviser or its personnel (“Adviser Investors”) will not typically pay
Management Fees in connection with their investment in a Fund. Notwithstanding that Adviser
Investors will generally not pay Management Fees, Adviser Investors will pay for their pro rata
share of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be
allocated to the Adviser or the General Partner of the applicable Fund.

The Adviser has in the past waived and may in the future waive or reduce all or a portion of the
Management Fee paid by a Fund in full or partial satisfaction of any obligation of the relevant
General Partner and certain employees and affiliates of the Adviser to invest in and alongside such
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Item 7. Types of Clients

The Adviser currently provides investment advisory services to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the General Partner of each
such Fund, if applicable) and not individually to limited partners in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Limited partners in the Funds are generally “qualified
purchasers” as defined in the 1940 Act, and can include, among others, high net worth individuals,
banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability companies or other
entities.

The Adviser does not have a minimum size for a Fund, but minimum investment commitments are
established for limited partners in the Funds. The General Partner of each Fund has in the past and
can in the future, in its sole discretion, permit investments below the minimum amounts set forth
in the Governing Documents of such Fund.