GCP Capital Partners LLC

ITEM 5. FEES AND COMPENSATION

Management Fees

GCP Capital provides investment advisory services to the funds. For its services, GCP Capital is
entitled to management fees. Fees are established through written agreements between GCP
Capital and its clients. The fees are paid by the funds on a quarterly basis (i.e., indirectly by the
limited partners of the funds). Subject to any reductions or waivers mentioned below, the
management fees are called from the limited partners quarterly in advance. At times, when a capital
call and a distribution are made at the same time the management fees may be netted from
distributions from portfolio companies that would otherwise have been distributed to the limited
partners. The annual management fee charged to a limited partner prior to the end of the
commitment period for each fund is generally 1.5% of the limited partner’s capital commitment,
and after the end of the commitment period for a fund, the annual management fee is generally
equal to a limited partner’s aggregate invested capital multiplied by 1%. Management fees are
generally non-refundable as interests in the funds generally are not transferrable.

Carried Interest

As discussed further in Item 6, subject to any reductions or waivers mentioned below, limited
partners of the funds generally bear a carried interest up to 20% of the profits, if any, earned from
each investment made by the funds, subject to a preferred return. Carried interest distributions are
calculated and made to the general partner of each fund out of the proceeds of the relevant
investment at the time of realization.

The Adviser may also earn fees in connection with advising clients with regard to certain portfolio
investments, which may include: net break-up, topping or similar fees received in connection with
a proposed fund investment that is ultimately not made; net commitment fees received in
connection with a fund investment (or proposed investment); organization or success fees received
in connection with the making of any fund investment; periodic monitoring fees charged by the
general partner of the fund to any portfolio company; and directors fees. For III , IV and V, eighty
percent of any such transaction or monitoring fees are an offset to the management fees.

Variation of Terms

The fee schedule for each of the funds is generally not negotiable; however, in most cases, the
Adviser or the general partner has the discretion to waive or modify fees with respect to a fund or
any of the investors in a fund. Certain funds in which employees of the Adviser and its affiliates
invest or its employees invest, may not charge fees or may charge reduced fees to limited partners.

Other Fees and Expenses

In addition to the management fee and the carried interest, pursuant to the partnership agreements,
the funds generally bear their own expenses, including (i) all expenses incurred in connection with
the making, holding, sale or proposed sale of any fund investment, including any third party
expenses associated with proposed investments that are ultimately not made by the funds; (ii)
routine expenses of the funds that are not reimbursed by portfolio companies, including legal,
accounting, auditing, consulting and financing fees, and expenses associated with the funds’
financial statements and tax returns and other administrative expenses of the funds; (iii) all
litigation-related and indemnification expenses; and (iv) subject to a cap, the funds’ proportionate
share of organizational expenses. GCP will allocate expenses on a fair and equitable basis. The
controller and CCO routinely discuss and review the allocation process.

Please see Item 12 below for further discussion of the factors that GCP Capital considers in
selecting or recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (e.g., commissions).

Use of Leverage

Certain funds may use leverage in connection with making investments and payment of expenses,
including the Management Fee. The funds IRRs are calculated using the actual cash flows of the
limited partners (or all partners) in the fund unless disclosed otherwise.

Capital Calls and Use of Subscription Lines and Asset-Backed Credit Facilities. Calculations of
net IRRs in respect of investment and performance data with respect to the GCP Funds, as reported
to limited partners from time to time, are based on the payment date of capital contributions
received from limited partners. This treatment also applies in instances where the GCP Funds may
utilize borrowings under a subscription-based credit facility in lieu of capital contributions or in
advance of receiving capital contributions from limited partners to repay any such borrowings and
related interest expense. As a result, use of a subscription-based credit facility (or other long-term
leverage) with respect to investments might impact calculations of returns and might result in a
higher or lower reported IRR than if the facility had not been utilized and instead the limited
partners’ capital had been contributed at the inception of an investment. Subject to the limitations
in any Governing Document, the use of a subscription-based credit facility by any GCP Fund is
within the General Partner’s discretion. To the extent that any Fund is unable to obtain a
subscription line or an asset-backed credit facility, determines that the terms of such facility would
not be appropriate for such Fund or otherwise determines not to use such facility or access to such
facility otherwise becomes unavailable, the General Partner may determine in its sole discretion
to draw down commitments in advance and hold them in reserve in order to make investments, to
satisfy fees and expenses, and to satisfy other capital needs that may arise in the future.

ITEM 7. TYPES OF CLIENTS

As described in Item 4, GCP Capital provides investment advisory services to private equity funds.
Prospective investors in each of the funds managed by the Adviser are required to meet certain
suitability qualifications to enable the funds to maintain their private placement exemptions under
the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended.
The funds for which the Adviser serves as an investment Adviser generally require minimum
investments from new limited partners of between $1,000,000 and $10,000,000. Such minimums
may be waived at the discretion of the general partner of the fund. GCP is not currently seeking
investors for its three funds.

GCP may from time to time enter into letter agreements or other similar agreements (collectively,
“Side Letters”) with one or more investors of a fund which provide such investor with additional
and/or different rights (including, without limitation, with respect to management fees, the
performance allocations, withdrawals, access to information, minimum investment amounts and
liquidity terms) than such investors have pursuant to general terms of fund. GCP will not be
required to notify any or all of the other investors of any such written agreements or any of the
rights and/or terms or provisions thereof, nor will GCP be required to offer such additional and/or
different rights and/or terms to any or all of the other investors.