Gemspring Capital Management LP

Item 5: Fees and Compensation

In general, Gemspring receives a management fee and each General Partner is entitled to carried interest in
connection with the provision of advisory services to its clients. Gemspring or other Firm entities or
affiliates receive additional compensation in connection with management and other services performed for
Portfolio Companies of the Funds and such additional compensation will offset in whole or in part the
Management Fees (as defined below) otherwise payable to Gemspring to the extent provided by the
Governing Documents. In addition, in certain circumstances the Firm receives compensation for
management and other services performed in connection with co-investments made in portfolio investments
of the Funds. Investors in a Fund also bear certain expenses.

Item 5.A.

During the investment period, each of the Buyout Funds and Growth Solutions Funds pays its General
Partner, quarterly in advance, an annual management fee (the “Gemspring Management Fee”) equal to
2% on an annual basis of aggregate non-affiliated investor capital commitments (as it pertains to each Fund,
“Commitments”). An investor participating in a Gemspring Fund’s closing after such Fund’s effective date
(as further described in such Fund’s Partnership Agreement, the “Effective Date”) bears the Gemspring
Management Fee from such Fund’s effective date and, in addition, is charged an amount equal to the product
of (i) the prime rate plus 2% per annum multiplied by (ii) the amount of such assessed Gemspring
Management Fee, calculated from the date such Gemspring Management Fee payments would have been
due if such investor was admitted for its full Commitment on or prior to such Fund’s effective date. Upon
a date specified in the Governing Documents for such Funds (the “Stepdown Date”), such Gemspring
Management Fee will be reduced and will equal 2% of the non-affiliated investor aggregate investment
contributions, less certain amounts, and subject to the calculation specified in that Fund’s Partnership
Agreement. The Gemspring General Partners have elected to waive a portion of the Gemspring
Management Fee in each of the Buyout Funds and Growth Solutions Funds in exchange for a reduction in
the General Partner’s cash capital contribution obligation and / or an increase in the General Partner’s
interest in the relevant Gemspring Fund’s profits.

The Gemspring Management Fee commences as of the Effective Date based on aggregate Commitments,
regardless of when an investor is actually admitted. Where the Governing Documents calculate Gemspring
Management Fees based on the amount of Commitments or the amount of investment contributions, the
amount of Gemspring Management Fees generally will not be reduced based on reductions in investment
value, except where specified by the relevant Governing Documents. As a general matter, Gemspring
Management Fees will be payable during term extensions unless otherwise agreed with investors. Except
as otherwise agreed, each General Partner and investors who are affiliates, employees or other designees of
such General Partner are not subject to carried interest or the Gemspring Management Fee.

The Goliath Fund pays its General Partner, quarterly in advance, an annual management fee (the “Goliath
Management Fee” and together with the Gemspring Management Fee, the “Management Fees”) equal to
1% on an annual basis of the aggregate amount of investment contributions made to the Goliath Fund with
respect to investments that have not been disposed of or permanently written down by its General Partner
due to a permanent impairment of value, as set forth in the Partnership Agreement of the Goliath Fund.

As is generally the case in private equity funds, the Governing Documents provide that any such Fund’s
Management Fee will be calculated and charged on a basis that is not tied to the Fund’s then-current net
asset value. As further specified in such Governing Documents, with the exception of the Goliath Fund,
from the effective date of the relevant Fund until the Stepdown Date, Management Fees generally will be
charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after
the Stepdown Date for the relevant Fund, Management Fees generally will be charged and calculated based

on a formula tied to the amount of investment contributions (including, where applicable, any relevant Fund
borrowing component) (including interest expenses) made by such Fund relating to such Fund’s aggregate
investment(s) in its portfolio companies, excluding those that have been written down in the manner
described in the relevant Governing Documents (such investments, “Impaired Value Investments”) or
realized. Due to differences in criteria set forth in their respective Governing Documents, where more than
one Fund participates in an investment, there is the possibility that an investment will become an Impaired
Value Investment for purposes of one Fund’s Governing Documents but not those of one or more other
Funds.

Under the Governing 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 for the
relevant Fund 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 Governing
Documents for the relevant Fund do not require Management Fees to be reduced or refunded following the
occurrence of a writedown, decrease (including a significant decrease) in fair market 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
...

Item 7: Types of Clients

The Firm provides discretionary investment management services solely to its Fund clients, and references
throughout this Brochure to “clients” and to the Firm’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment partnerships or
other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under
the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Company Act”). The investors participating in the Funds generally include banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family offices, high-
net worth individuals, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and often include, directly or indirectly, principals or other employees of
the Firm and its affiliates and members of their families, members of the Executive Advisors Group or other
Service Providers retained by the Firm, as well as executives of portfolio companies.
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 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 Governing Documents of the related
Fund.

The minimum initial capital commitment generally required for an investor in a Fund is set forth in each
Fund’s offering documents (subject to the relevant General Partner’s discretion to accept a lesser amount).
Generally, investors in the Funds must be “accredited investors,” as defined in Regulation D promulgated
under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(“Securities Act”), and “qualified purchasers” as that term is defined under the Company Act (or qualified
knowledgeable Firm personnel), unless such requirements are waived in the discretion of the relevant
Fund’s General Partner.