Genstar Capital Management LLC

Item 5. Fees and Compensation

Management Fees

Genstar and affiliated General Partners of the Funds generally receive management fees
and “Carried Interest” allocations, as described in Item 6 below, respectively, in
connection with the investment management and other services the Firm and the General
Partners provide to the Funds. Such fees and Carried Interest allocations paid by a Fund are
indirectly borne by investors in such Fund.

The Funds generally pay annual management fees based upon aggregate commitments
during the commitment period (i.e., period of time during which the applicable General
Partner may draw upon the limited partners’ capital commitments to make new investments
pursuant to and in accordance with the terms and conditions set forth in the Fund

Documents of the relevant Fund), and, following the commitment period, based upon
funded commitments (or actively invested capital) with respect to investments that have not
been the subject of a disposition as applicable. Management fees are payable in advance on
a quarterly basis.

To the extent provided in the Fund Documents of the Funds, Genstar will pay out of
management fees its own operating expenses incurred in connection with the management
of the Funds (which, for the avoidance of doubt, exclude those expenses borne directly by
the Funds as described below). Additionally, Genstar will bear full economic responsibility
for organizational expenses in excess of formation expenses (excluding any Non-U.S.
Regulatory Expenses (as defined below)) and for any placement fees (other than fees or
interest that, in the good faith judgment of the General Partner, are incurred in connection
with or arising out of the engagement by the Fund of any placement agent solely for the
purpose of complying with applicable regulations in a specific jurisdiction with respect to
marketing interests in such jurisdiction (“Local Intermediary Fees”)) through an offset
against management fees.

Organizational and Offering Expenses

Each Fund will bear all reasonable costs and out-of-pocket expenses incurred in connection
with the formation and organization of such Fund and the relevant General Partner, and the
marketing, offer and sale of interest, as determined by each General Partner, including all
placement fees and Non-U.S. Regulatory Expenses and all out-of-pocket legal, accounting,
printing, consultation, administrative fees and expenses, including in connection with any
electronic subscription platform, travel, filing fees and similar expenses (including the costs
of attending industry and other related conference and meetings related to fundraising or
potential investors), and expenses incurred in connection with webcasts, video conferencing
or similar technology services utilized in connection with marketing the interests in the
Funds (excluding any placement fees and any Non-U.S. Regulatory Expenses), up to an
amount provided, and subject to the terms set forth in the relevant Fund Documents. Genstar
will bear full economic responsibility for organizational expenses in excess of this amount,
subject to the terms provided in the relevant Fund Documents.

Other Expenses, Transaction Fees and Offset of Management Fees

Except as noted above, and subject to the terms of the Fund Documents, each Fund will
pay all other costs, expenses and liabilities that in the good faith judgment of the relevant
General Partner are incurred by or arise out of the operation and activities of such Fund and
the performance by the applicable General Partner and Genstar of their respective
obligations under the relevant Fund Documents, as further set forth in the relevant Fund
Documents.

Genstar expects to, in accordance with the terms and conditions set forth in the Fund
Documents, perform management, advisory, transaction-related, financing, monitoring,
director, financial advisory and other services (“Related Services”) for, and receive fees
from, actual or prospective portfolio companies or other investment vehicles of the Funds,
including fees in connection with mergers, acquisitions, add-on acquisitions, refinancings,
public offerings, sales, unconsummated transactions and similar transactions (“Transaction

Fees”). For purposes of determining the management fee offset described below,
Transaction Fees exclude any portion thereof that is allocable to or is based on an
investment by any parallel fund, alternative investment vehicle, co-investment vehicle, or
other investor (including, for the avoidance of doubt, any third-party co-investors or priority
co-investors), on the basis of capital committed (or to be committed) by each to the relevant
transaction. Generally, under the terms of the applicable Fund Documents, these Transaction
Fees are net of out-of-pocket costs and expenses incurred by Genstar in connection with
consummated or unconsummated investments or in connection with generating any such
fees. These Transaction Fees may be substantial and may be paid in cash, in securities of the
portfolio companies or investment vehicles (or rights thereto) or otherwise. Although these
fees are in addition to the management fees, Genstar will generally apply all or a percentage
of such fees to reduce the amount of management fees paid by the applicable Fund in
connection with the receipt of such fees. The amount and manner of such reduction is set
forth in the Fund Documents of the applicable Fund. As some Funds do not pay
management fees, any such reduction will not benefit such Funds. Any such reduction of a
Fund’s management fees will be limited to the extent of such Fund’s proportionate interest
in the applicable portfolio company. There are also certain circumstances (such as the
occurrence of an initial public offering or strategic exit) which may accelerate the payment
of such fees. Since the management agreements with the portfolio companies providing for
such fees may have prolonged terms (often exceeding ten years and/or subject to automatic
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Item 7. Types of Clients

Genstar provides discretionary investment advice solely to private equity funds. Genstar
does not have any requirements for opening or maintaining an account. Investment in the
Funds is generally only available to “accredited investors” and/or “qualified purchasers,”
within the meaning of the Securities Act and the 1940 Act, respectively.

Genstar does not have a minimum size for a Fund, but minimum investment commitments
have been 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 Fund
Documents of such Fund.