Geode Capital Management LP

Item 5 – Fees and Compensation

All management fees charged by GCM LP are subject to negotiation. GCM LP, in its sole discretion, may
also elect to waive management fees for certain investors and certain funds depending on the
circumstances relating to those investors and funds.

GCM LP’s compensation for Private Funds and other institutional clients will generally be based on an
annual percentage of assets under management and is calculated and payable monthly, in arrears, based
on the total market value of the account (including cash, cash equivalents and accrued interest). Under
certain circumstances, GCM LP will also charge performance or incentive-based fees.

GCM LP’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which shall be incurred by the client. Clients incur certain charges imposed by custodians,
brokers, and other third parties which include, but are not limited to fees charged by advisers, custodial
fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees,
and other fees and taxes on brokerage accounts and securities transactions. (See Item 12 of this brochure
for more information on brokerage practices.) Such charges, fees and commissions are exclusive of and in
addition to GCM LP’s fee, and GCM LP does not receive any of the foregoing commissions, fees or costs.

Advisory contracts can generally be terminated by either party upon 60 days written notice without the
imposition of any penalty. Under certain circumstances, clients can terminate a contract upon written
notice. Where advisory fees are payable in arrears, no refund of advisory fees will typically be necessary.
GCM LP and a client may determine to make GCM LP’s fees payable in advance; upon termination of such
an advisory contract, GCM LP will refund the pro rata, unearned portion of the prepaid advisory fees.

Item 7 – Types of Clients

GCM LP primarily provides investment advisory services to Private Funds that are exempt from
registration as investment companies under the Investment Company Act, as amended, and certain other
institutional investors.