Generation Partners Management LLC

Item 5.        Fees and Compensation

For our services to the Funds, the firm generally charges a Management Fee as described
below. In addition, the Fund’s General Partners, affiliates of Generation through
common ownership and control, may receive Carried Interest, a form of performance-
based compensation described below, although in some Funds the General Partner does
not receive a Carried Interest.

Management Fees and Carried Interest:

Management fees are generally charged to the Private Equity Funds as a percentage
of each Fund Limited Partner’s capital commitment or in some cases as a percentage
of invested capital or the fair market value of assets under management in the
particular Fund.

Management Fees may range from 0% to 2.5%, depending on the fee negotiated with

each fund and the maturity and investment stage of each fund. Fees are generally
charged quarterly in advance. Not all Funds we manage charge Management Fees.

Whether to charge a management fee is in the manager’s sole discretion and the manager
regularly elects not to charge a management fee for Generation Partners Real Estate LLC
and similar funds. When charged, management fees are calculated quarterly based on the
limited partner’s capital commitments and generally paid once or twice yearly, ensuring
all fees are paid less than six months in advance.

For some of the Funds, Carried Interest, typically ranging from 20% to 30%, is allocated
upon the sale of any portfolio company or realization of an investment or dividend. Not
all Funds we manage have carried interest provisions. Limited Partners should refer to the
appropriate Fund offering documents for detailed information regarding fees and fee
offsets. It is also important to note that any new Fund launched by Generation may have
similar or materially different terms than those summarized above.

Investors in Generation Partners Real Estate, LLC are responsible for paying, for each
investment: (i) a management fee equal to 0.5%-1.0% per year of the investor’s capital
commitment until a specified distributions amount is met and 0.25%-0.5% of capital
commitment thereafter until the complete disposition of the related interest.

Other Fees, Expenses and Off-Sets

Generation investment professionals are typically (but not always) appointed as directors
to portfolio companies in which Generation has made an investment. Generation
investment professionals closely monitor the business activities of the portfolio
companies and frequently provide strategic advice and access to industry resources. As
compensation for this service Generation may charge annual monitoring fees to portfolio
companies.

Annual monitoring fees are negotiated and agreed upon with the portfolio company at the
time of purchase. Other Transaction Fees are permitted to be charged by Generation or
our affiliates to compensate us or our affiliates for facilitating successful transactions
involving acquisitions, add-ons, or other financings, purchases or sales of portfolio
companies and securities. Please see Item 12 of this Brochure for additional information.

Generation may off-set certain fees against the management fees in some funds based on
various measurements, including if such fees exceed a certain contractually pre-
determined amount. If a fund does not pay management fees, the offset is not applied.

GENERAL INFORMATION:

Investments in Funds: The General Partner for each Fund is affiliated with Generation
through common ownership and control as well as shared executive officers. The
General Partner of each Fund and/or the principals of Generation will generally
participate in the Fund’s investments by investing assets directly in the Fund. Typically,

for investments under $10 million, expenses of setting up and administering a fund are
too high to justify. Consequently, investments of such size will typically not be offered
to outside investors but may be invested in by Generation or its affiliates.

Co-Investments: Generation or a Fund’s General Partner may make co-investment
opportunities available to Limited Partners, their affiliates, Generation employees, and
certain third-parties, as determined by Generation. Typically, co-investment
opportunities are not offered to outside investors or any third-parties. If no outside
investors or third-parties participate in a given co-investment vehicle, such vehicle will
not be charged any management or performance fees. However, if a co-investment
opportunity is presented to an outside investor or third-party, Generation will follow co-
investment opportunity allocation procedures set forth below. Allocation of such
opportunities may create a conflict of interest as they are, by nature, limited and
participation is not possible for all or even most investors in the Funds. As such,
Generation must determine which investors will be given the opportunity to co-invest and
which will not. Moreover, Generation has not in the past and may not in the future
allocate certain deal expenses to participating co-investors.

To address these potential conflicts, we have adopted written policies and procedures that
provide investors with appropriate disclosures regarding the conflicts of interest inherent
in co-investing. Investors should note, however, that Generation’s allocation of co-
investment opportunities and deal expenses is at the sole discretion of Generation and
may be driven by prior arrangements and other factors. For example, Generation may
give priority to Limited Partners that had negotiated side letters requiring that Generation
provide co-investment opportunities at the time of their original capital commitment to
the applicable Fund. In addition, co-investment opportunities may be allocated to and
deal fees waived or reduced for third party investors that are necessary to help Generation
complete a transaction or investors that will be involved with the particular company
...

Item 7.        Types of Clients

We provide investment management services to several private equity funds, real estate
funds and associated co-investors as disclosed at Item 4 of this Brochure. Investment
advice is provided directly to the Funds. We do not individually advise any of the
investors in the Funds. Interests in the Funds are offered pursuant to applicable
exemptions from registration under the Investment Company Act of 1940 and the
Securities Act of 1933.

Except as was permitted by us or the appropriate Fund General Partner, in accordance
with the appropriate Fund’s offering documentation, the minimum required aggregate
capital commitment to the Funds ranged from $5 million to $165 million, depending on
the Fund. The size of our future funds may be smaller or larger than these historical
amounts.

Prospective investors in any new Fund launched by Generation should refer to the
appropriate Fund offering documents for information regarding that Fund’s minimum
required capital commitment and any additional qualifications required for investment.