GEN Cap America Inc

Item 5-Fees and Compensation
For its advisory services to the Funds, the Adviser generally receives a management fee,
payable in accordance with the provisions of each Fund’s Governing Documents. In
addition, the Adviser or its affiliates are generally entitled to receive a performance-based
“carried interest” from each Fund, as discussed in Item 6 – Performance-Based Fees and
Side by Side Management below.

In general, the management fee paid by each Fund is equal to an annual rate of 2% of the
investors’ aggregate capital commitments to such Fund for so long as such Fund is in its
active investment period. Thereafter, the management fee is generally charged at an
annual rate of 2% of the aggregate acquisition cost of such Fund’s remaining portfolio
investments, reduced by the aggregate net write-downs of any such remaining portfolio
investments, but (for certain Funds) the annual management fee will in no event be less
than 1% of the investors’ aggregate capital commitments. However, some Funds pay
management fees to the Adviser at higher rates or on different terms, and investors should
consult the Governing Documents for their Fund for more detailed information.

In general, management fees are calculated and paid quarterly in advance, and are charged
to and deducted from Fund assets. If the management fee from any Fund ceases to be
payable during any quarter, any unearned fee (determined by daily pro ration) will be
returned to such Fund.

Certain investors may receive preferential terms in a form of a reduced or waived
management fee. Currently, Co-Investment Vehicles are not subject to the management
fee.

In general, the Adviser will pay its ordinary administrative and overhead expenses
incurred in connection with managing, originating and monitoring investments, such as
employee’s salaries, rent and utilities. In addition to the management fee, a Fund will pay,
without limitation, organizational expenses (typically subject to a cap specified in such
Fund’s Governing Documents); liquidation expenses; any taxes or government charges
which may be assessed against such Fund; expenses incurred in connection with the
acquisition, holding and disposition of such Fund’s investments, including commitment
fees, merger fees, commissions or brokerage fees, lender closing and legal fees and other
expenses incurred in connection with securing or attempting to secure financing for an
investment, closing fees or similar charges incurred in connection with the purchase or
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Gen Cap America, Inc.

sale of securities (whether or not any such purchase or sale is consummated); expenses
incurred in connection with developing, sourcing, identifying, investigating, evaluating,
negotiating and/or structuring investments and investment opportunities for such Fund
(whether generally or with respect to specific investments or potential investments),
whether or not any such investment is consummated, and in monitoring such Fund’s
portfolio investments, including travel and travel-related expenses, attendance at industry
conferences and meetings, preparation and distribution of marketing materials related to
investment sourcing or development, research expenses (including database services and
expert networks), due diligence expenses (for example, market diligence, background
checks and expert costs), and “broken deal” expenses; expenses of members of such Fund’s
Advisory Committee; fees and expenses (including travel-related expenses) for consulting
services; the costs and expenses (including travel-related expenses) of hosting annual or
special meetings of investors or otherwise holding meetings or conferences with investors;
expenses associated with preparation of such Fund’s financial statements and tax returns
and such Fund’s reports to such Fund’s investors; interest expense for borrowed money
and fees and expenses related to any credit facility of such Fund; all expenses relating to
any actual or threatened litigation, investigation, audit or other proceeding involving such
Fund, including indemnification expenses; expenses attributable to investment banking,
commercial banking, accounting, auditing, tax, appraisal, valuation, legal, custodial,
registration and other professional services provided to such Fund, including in each case
services with respect to the purchase or sale of securities by such Fund (whether or not
any such purchase or sale is consummated) or with respect to investments held by such
Fund; expenses related to legal and regulatory compliance with respect to such Fund; costs
related to the formation and maintenance of “alternative investment vehicles” through
which such Fund makes one or more investments; expenses incurred in connection with
the managed distribution of securities to such Fund’s investors; premiums for liability
insurance; and all other expenses related to the activities and operations of such Fund.

Expenses may be incurred that are attributable to a Fund and one or more of the other
Adviser’s Funds (including in connection with portfolio companies in which such Fund
and such other funds have overlapping investments and in connection with the general
operation or administration of such entities). The allocation of such expenses among such
entities raises potential conflicts of interest, in part because the allocation of expenses
affects the amount of “carried interest” that will be received by affiliates of the Adviser

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Gen Cap America, Inc.

with respect to a particular Fund. The General Partner and its affiliates intend to allocate
such common expenses among such Fund and such other applicable Funds in an equitable
manner as determined by the General Partner (or such affiliates) in good faith. The Co-
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Item 7-Types of Clients
The Adviser serves as the investment advisor to the Funds and Co-Investment Vehicles
that the Adviser may organize from time to time.

Investors in the Funds must generally qualify as “accredited investors,” as such term is
defined in Regulation D under the Securities Act of 1933, as amended. In addition, the
Funds generally impose a minimum initial investment requirement, which varies from
Fund to Fund, however, the Adviser may waive this minimum initial investment
requirement at its discretion.

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Gen Cap America, Inc.