GDA LUMA Capital Management LP

Item 5. Fees and Compensation

The fees and expenses associated with investments in the Funds are to be described in detail in the
Funds Offering Documents. GDA Luma acts as investment adviser to the Funds, an affiliate of
GDA Luma will act as a general partner to the Funds.

GDA Luma may, in its sole discretion, manage other funds or accounts with higher or lower fees,
different fee structures and different expense payment arrangements than the Funds. Further, the
General Partner, in its sole discretion, may agree with a Limited Partner to waive or modify the
application provisions of the Funds Offering Documents, including the fees charged, with respect
to such Limited Partner, without obtaining the consent of any other Limited Partner.

Set forth below is a description of the Funds fees and expenses.

Management Fee. Generally, GDA Luma receives an annual management fee (the “Management
Fee”), of an amount equal to 2.00% per year based upon the total capital committed to the Funds
for the duration of the Investment Period and thereafter an amount equal to 2.00% per year based
upon unreturned capital contributions for portfolio investments then held by the Funds (including
any capital that has been reserved for follow-on investments). GDA Luma shall have the right, in
its sole discretion, to reduce or waive the payment of the Management Fee in respect of one or
more limited partners, so long as such waiver or modification does not increase the Management
Fee borne by any other limited partner.

The aggregate amount of any fees (net of any related taxes and expenses) received by GDA Luma
and its affiliates, from Portfolio Companies or potential Portfolio Companies (excluding any
warehoused portfolio investments), net of applicable expenses, including litigation payments, if
any, in connection with broken deals, transaction fees, monitoring fees, investment banking fees,
break-up fees and similar fees shall be applied 100% to reduce the amount of future Management
Fees. Such fees will be reduced from the Management Fee on a dollar-for-dollar basis, provided,
that the Management Fees shall not, in any event, be reduced below zero.

Expenses. Each Partner will be responsible for its pro rata share of the organizational expenses of
the Funds up to an aggregate amount not to exceed $3 million. The General Partner will bear the
economic burden of any offering, start-up or organizational expenses in excess of the above
specified amount, although the General Partner may elect to have such excess expenses advanced
by the Funds in which case there will be a corresponding reduction to Management Fees amortized
over the term of the Funds.

Each Limited Partner will be solely responsible for its own legal and tax counsel expenses and any
out-of-pocket expenses incurred by it in connection with its diligence of, its admission to, or the
maintenance of its interest in, the Funds.

The Funds will be responsible for, and pay, all other expenses, fees and costs (“Partnership
Expenses”) relating to the business of the Funds not paid by the Firm pursuant. Each Fund will be
responsible for all other expenses of the Fund as further described in the Offering Documents.

Carried Interest. With respect to each Fund, net proceeds from the disposition of the Fund’s
investments, together with any dividends, distributions or interest earned on such investment, are
first distributed to each participating Investor until said Investor receives return of capital and a
stated preferred return. Next, the General Partner will receive all remaining proceeds until it has
received a defined percentage of the aggregate distributions made with respect to amounts initially
apportioned to participating Investors and attributable to such investment. Thereafter, the
remaining proceeds will be distributed to participating Investors and to the General Partner
(“Carried Interest”).

With respect to Management Fees, GDA Luma, or the general partner of the applicable Client,
may draw-down capital commitments from the investors in the Client, or may use amounts that
would otherwise be available for distribution to such investors, in order to meet the Client’s
obligation to pay the Management Fee.

The Fund may incur normal and customary expenses relating to its operations, and such expenses
are allocated among the Investors in the Fund pursuant to the terms of its operating agreement.

GDA Luma will charge Management fees quarterly in advance by the Fund. Management Fee
installments for any period other than a full quarterly period shall be adjusted on a pro rata basis
according to the actual number of days elapsed.

Other than as described above, neither GDA Luma nor any of its supervised persons shall receive
any additional compensation from the sale of securities or other investment products. However, in

connection with each Fund investment, GDA Luma or one of its affiliates may enter into a service
agreement with the portfolio company for certain consulting, operational and business advisory
services, and in connection therewith may earn certain advisory, monitoring, break-up,
commitment, directors’ or similar fees.

Item 7. Types of Clients

GDA Luma provides investment advisory services to the Funds based on the investment objectives
and strategies described in each Fund’s Offering Documents. GDA Luma, in its sole discretion,
may manage other funds or accounts with different objectives, higher or lower fees and different
fee structures than the Funds.

Investors in each Fund will be required to complete and submit a subscription agreement binding
them to the terms of the Fund’s governing documents. GDA Luma only admits “accredited
investors”, as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 and
“qualified purchasers” as defined in 2(A)(51) of the Investment Company Act. Generally, the
minimum investment in each Fund is $10,000,000, although the General Partner may accept
investments in a lesser amount at its sole discretion.