Gemcorp Capital Advisors LLC

Item 5.         Fees and Compensation
Management Fee
Each investor in the Fund will pay a management fee that is calculated and payable quarterly in arrears at
the annual rate of 1.50% of the quarter-end value of the Fund’s net assets. The specific terms of the
management fee are outlined in the Fund’s offering memorandum.

Incentive Fee
Each investor in the Fund will pay an incentive fee based upon the Fund’s pre-incentive fee net
investment income. The calculation of the incentive fee is intended to provide the Adviser with an
incentive fee of 15% on all of the Fund’s pre-incentive fee net investment income subject to a
performance hurdle of the Fund’s pre-incentive fee net investment income. The specific terms of the
incentive fee are outlined in the Fund’s offering memorandum.

Sales Load
An investor in Class I and Class U shares of the Fund will pay a sales load based on the amount of their
gross investment in the Fund. The sales load payable by each investor depends upon the amount invested
by such investor in the Fund, but is expected to generally range from 0.00% to 3.50%. The specific terms
of the sales load are outlined in the Fund’s offering memorandum.

Expenses
In addition to the management fee and the incentive fee outlined in Item 6. Performance Based Fees and
Side-by-Side Management, investors in the Fund will also pay their pro rata portion of corporate,
organizational and offering costs; the cost of calculating the net asset value of Fund shares; the cost of
effecting sales and repurchases of shares and other securities; distribution and/or shareholder servicing
fees; investment related expenses; professional fees; transfer agent, sub-transfer agent and custodial fees;
distributor costs; fees and expenses associated with marketing efforts; federal and any state registration
or notification fees; federal, state and local taxes; the costs of preparing, printing and mailing reports and
other communications; fidelity bond and insurances costs, legal expenses, external accounting expenses,
costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and
state securities laws; and certain other expenses.

For investments that are originated by an affiliate of Gemcorp Capital Advisers LLC, certain service
expenses, which can include arranging or structuring fees, are paid to the affiliate, provided they arranged
and structured the deal and such payment is permitted by applicable law, including the conditions of the
Order. This practice creates a conflict of interest because the Gemcorp affiliates receive financial benefit
from Gemcorp Capital Advisers LLC's investment in these transactions on behalf of its clients. Gemcorp
Capital Advisers LLC mitigates this conflict by investing Fund assets in accordance with the Fund’s stated
objectives and investment strategies, as outlined in the Fund offering documents, and by evaluating
affiliate-originated investments using the same criteria for other investments and irrespective of whether
transaction fees are generated by the transaction.

Any structuring or transaction fees earned on co-investments made pursuant to the Order must be shared
by all participants in such transaction, subject to such participant’s ability to retain such fees pursuant to
its organizational documents and outstanding agreements. Any structuring/transaction fees earned on

investments not made pursuant to the Order are to be applied in accordance with the relevant applicable
provisions of the client’s agreement(s) with Gemcorp Capital Advisors LLC (or its affiliates).

For more specific disclosure regarding the expenses paid by the Fund, investors should consult the Fund’s
offering memorandum.

From time to time, the Fund’s distributions will result from expense reimbursements from Gemcorp,
which are subject to repayment by the Fund. Shareholders should understand that any such distributions
are not based on the Fund’s investment performance and can only be sustained if the Fund achieves
positive investment performance in future periods and/or the Adviser continues to make such expense
reimbursements. Shareholders should also understand that the Fund’s future repayments will reduce the
distributions that a shareholder would otherwise receive. For further disclosures regarding the Fund’s
distributions, investors should consult the Fund’s offering memorandum.

Item 7.         Types of Clients
As described in Item 4. Advisory Business, Gemcorp provides discretionary investment advisory services
to the Fund, which is an unlisted closed-end fund organized as a Delaware statutory trust, and also to the
Feeder Fund which is a Cayman Islands exempted company and is a feeder fund to the Fund. The Feeder
Fund is available for investment by non-U.S. persons only.

The Fund is a non-diversified, closed-end investment company that is registered under the 1940 Act.
The Fund is designed primarily for long-term investors and not as a trading vehicle. An investment in the
Fund is suitable only for long-term investors who can bear the risks associated with the limited liquidity
of the Fund’s shares. The Fund does not currently intend to list its shares on any securities exchange and
does not expect any secondary market for them to develop in the foreseeable future. Therefore,
shareholders should expect that they will be unable to sell their shares for an indefinite time or at a desired
price.

To provide shareholders with limited liquidity, the Fund is structured as an “interval fund” and intends
to conduct quarterly offers to repurchase between 5% and 25% of its outstanding shares at NAV. In
connection with any given repurchase offer, it is likely that the Fund may offer to repurchase only the
minimum amount of 5% of its outstanding shares.

Investors in the Fund may include, but are not limited to, high net worth individuals, family offices,
companies, pension funds, life assurance companies, other regulated investment advisers, and state
sponsored funds. Shares of the Fund are only available to investors who are “qualified purchasers,” as
that term is defined in section 2(a)(51)(A) of the 1940 Act.

There is a $1,000,000 minimum initial investment amount for the Fund, as set forth in the offering
memorandum for the Fund. Complete terms of minimum investment are included in the offering
memorandum for the Fund.