Gem Capital LP

Item 5          Fees and Compensation
This Brochure is intended to be provided only to “qualified purchasers” as that term is defined in
Section 2(a)(51) of the Investment Company Act of 1940 (with the exception of certain persons
who qualify as “knowledgeable employees” under Rule 3(c)-5 of the Investment Company Act of
1940, as amended). As such, this Brochure does not contain a detailed fee schedule.

The fees applicable to each Client are set forth in detail in each Client’s offering documents.
Generally, each Client is subject to management fees (“Management Fees”) and performance-
based compensation. Management Fees are paid quarterly, generally in arrears. With respect to
SMAs advised by GEM, any Management Fees and performance-based compensation earned are
invoiced and paid outside of the account by the account holder and otherwise pursuant to the terms
of the governing documents of such SMA.

Fees and compensation paid to GEM by certain Clients are deducted from the assets of such
Clients. In certain cases, Management Fees will be reduced for investments made by an investor
in a Fund above a specified dollar amount, for investors participating in a Real Estate Fund’s initial
closing, and/or for investors that have participated in more than one Real Estate Fund. Investors
participating in a closing after certain Clients’ initial closing date or another date as specified in
such Clients’ offering documents bear Management Fees from the initial closing date, generally
in addition to an interest component payable to GEM or an affiliate. GEM, in its sole discretion,
is permitted to elect to waive management fees or performance-based compensation with respect
to any investor. The Management Fees will be payable until proceeds from all investments are
distributed or until GEM’s relationship with the relevant Client is terminated for other reasons (as
described in such Client’s offering documents).

Certain Clients’ offering documents provide that Management Fees will be calculated and charged
on a basis that generally is not tied to such Client’s then-current net asset value. As further specified
in such Client’s offering documents, from the effective date of the relevant Client until a later date
specified by such offering documents (the “Stepdown Date”), Management Fees generally will be
charged based on a formula tied to the amount of the relevant Client’s aggregate Commitments.
Further, after the Stepdown Date, Management Fees generally will be charged and calculated
based on a formula tied to the amount of investment contributions (including, where applicable, a
Client borrowing component (including interest expenses) and the amount of any capitalized
supplemental fees or expenses) made by the relevant Client relating to the Client’s aggregate
investment(s) in its investments that have not been realized or written-off in full (i) for purposes
of fair value accounting, as determined in GEM or its affiliate’s reasonable discretion, or (ii) as a
result of such investment being foreclosed upon pursuant to a bankruptcy or an insolvency event
(such investments, “Impaired Value Investments”). Due to differences in the criteria set forth in
such Client’s respective offering documents, in the event that more than one such Client
participates in an investment, there is the possibility that an investment will become an Impaired

Value Investment for purposes of one such Client’s offering documents but not those of one or
more other such Clients.

Under certain Clients’ offering documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the offering documents do not require Management Fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair value or other event
not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the offering documents.

As a result, for certain Clients, the amount of Management Fees generally will not correspond with
fluctuations in the net asset value of individual investments or of such Client, including following
the relevant investment period, and will not be reduced in connection with any writedowns
(whether temporary or permanent), except in the case of Impaired Value Investments. Except
where the Client’s offering documents expressly provide to the contrary, Management Fees will
not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g.,
those resulting from a dividend recapitalization) or reorganizations, restructurings, roll-over
investments, extraordinary dividends or similar transactions or in circumstances where one or more
other Client(s) divest their respective investment(s) (including credit investments) in the relevant
investment, whether in whole or in part, in each case in circumstances that do not result in the
complete disposition of the relevant Client’s interest therein, and even in cases where the value of
the Client’s investment or the Client’s ownership percentage in such investment has been reduced
(including substantially reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date Management Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees and
expenses paid to service providers (including suppliers, vendors, consultants, lenders, law firms
...

Item 7         Types of Clients
GEM provides investment advice solely to its Fund and separately managed account clients, and
references throughout this Brochure to “Clients” and to the Investment Adviser’s related duties to
and practices on behalf of its clients and/or investors should be construed accordingly. The
investors participating in the Funds generally include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations or other corporations or business
entities and from time to time include, directly or indirectly, principals or other employees of GEM
and its affiliates and members of their families or other Service Providers retained by GEM.

The relevant General Partner also generally is permitted to establish Funds that are alternative
investment vehicles in order to permit certain investors to participate in one or more particular
investment opportunities in a manner desirable for legal, tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the related Fund.

GEM’s separately managed account clients are institutional investors, including but not limited to
private foundations, banking institutions, life insurance companies and other sophisticated
investors.