General Innovation Capital LLC

Item 5. Fees and Compensation

The Adviser receives an asset-based management fee from each Fund that is typically payable quarterly in
advance, as further described in the applicable Fund Governing Documents. If the Adviser’s advisory
agreement with a Fund is terminated, management fees will be charged on a pro rata basis through to the
date of termination, and any fees paid in advance but not earned will be refunded. The general partner of a
Fund will generally make capital calls on Fund investors for the amount of the Adviser’s management fees
and pay the amounts received to the Adviser. In addition to the management fees described above, the
Adviser will generally also be entitled to receive a carried interest allocation from the Funds after certain
performance hurdles have been met, as further described in the applicable Fund Governing Documents.
Such carried interest represents a portion of a Fund’s net investment profits.

It is anticipated that the Adviser may receive similar asset-based management fees and carried interests
from co-investment vehicles (each, a “Co-Investment Vehicle”) that it organizes in the future. If one or
more Co-Investment Vehicles or other parties intend to co-invest with the Funds in a prospective investment
and such investment is not consummated, the Funds may be required, in the respective general partner’s
sole discretion, to bear all costs, expenses, liabilities and obligations relating to such non-consummated
investment, including with respect to the portion or portions of such non-consummated investment that may
have been allocated as a co-investment opportunity to one or more Co-Investment Vehicles or other persons
had the proposed investment been consummated, irrespective of whether any such co-investor or potential
co-investor had actually been identified. Each limited partner participating in a co-investment with the
Funds (either directly or through a Co-Investment Vehicle or other vehicle) shall bear its own fees and
expenses in respect of such co-investment. Prior to making any investment decision, potential investors in
the Funds or any Co-Investment Vehicle should review the applicable Fund Governing Documents or Co-
Investment Vehicle governing documents, as applicable, carefully for a full description of the fee revenues
and other compensation that the Adviser can receive.

The management fees and carried interest are generally subject to waiver or reduction by the general partner
with respect to some or all of a Fund’s limited partners in the general partner’s sole discretion, as further
described in the applicable Fund Governing Documents.

In general, a Fund shall pay all expenses attributable to: the syndication, formation and organization of the
Fund and its affiliates (including the general partner and the Adviser); the offering and sale of interests in
the Fund and its affiliates (including the general partner and the Adviser); registration expenses (excluding,
for the avoidance of doubt, expenses related to the Adviser’s registration under the Advisers Act) and other
expenses related to compliance with any local laws, rules, regulations, decrees and other order and
judgments of general applicability of any non-U.S. jurisdiction, in each case in connection with the offering
and sale of interests in the Fund and its affiliates (including the general partner and the Adviser); and the
negotiation, execution and delivery of the Fund governing documents and any other agreement executed in
connection with such offering or sale; in each case, including any legal, accounting, consulting, marketing,
filing, mailing, entertainment, travel and related expenses (e.g., accommodations and meals) and other start-
up costs and expenses (the “Organizational Expenses”). The Adviser will bear the cost of any placement
fees payable to any placement agent in connection with the formation of the Funds, in general through an
offset against management fees payable by a Fund. Limited partners will not bear any such placement fees.

The general partner or the Adviser shall be responsible for all normal administrative and overhead expenses
of the general partner and the Adviser, including: all salaries, wages, bonuses and benefits of the employees
of the Adviser and its affiliates; office expenses, including rent payable for space used by the Adviser;
expenditures for equipment used by the Adviser and expenses related to the Adviser’s registration under
the Advisers Act, as amended, and the ongoing compliance related expenses in connection with such
registration, excluding those expenses set forth below (expenses in this paragraph, “Adviser Expenses”).

In addition to Organizational Expenses and management fees, each Fund shall bear all fees, costs and
expenses incurred by such Fund, the respective general partner, the Adviser and the Adviser’s respective
members, managers, officers, employees and affiliates on behalf of such Fund that are related to such Fund
and that are not reimbursed by third parties including all fees, costs and expenses incurred in connection
with (A) identifying, investigating, evaluating, acquiring, consummating, holding, maintaining, monitoring
and disposing of securities (including legal, accounting, auditing, custodial, consulting, investment banking,
research and other fees and expenses, commissions, appraisal fees, taxes, brokerage, private placement, and
other finders fees, merger fees, registration fees, due diligence and similar fees and expenses, and all
reasonable out-of-pocket travel, entertainment and related expenses (including business class (or
equivalent) air travel, car services, hotel accommodations and meals (collectively, “Travel Expenses”))
incurred by members, employees and/or other agents of the Adviser or its affiliates in connection with the
foregoing and also investment and disposition opportunities that are not consummated); (B) any bank
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Item 7. Types of Clients

The Adviser provides continuous and regular supervisory services to the Funds. Investment advice is
provided directly to the Funds (subject to the direction and control of the general partner of each such Fund,
if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities
Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940
Act, and may include, among others, high net worth individuals, trusts, estates, limited partnerships and
limited liability companies or other entities. The Adviser does not have a minimum size for a Fund, but
minimum investment commitments may be established for investors in the Funds. The general partner of
each Fund may in its sole discretion permit investments below the minimum amounts set forth in the
organizational documents of such Fund.