Gerchen Capital Management LLC

Item 5 – Fees and Compensation

GCP and its affiliated General Partners are entitled to receive fees and compensation in
exchange for advisory services provided to the Funds, including management fees, carried
interest and transaction fees. The rate or amount at which fees are charged and the basis
on which such fees are calculated vary across Funds and as to particular investors in a
Fund. The Funds are also responsible for bearing certain expenses as detailed below and
in each Fund’s Governing Documents. The specific terms of the Adviser’s fees and
compensation arrangements are set forth in the Governing Documents. Investors should
refer to these Governing Documents for a complete understanding of how GCP is
compensated for its advisory services; the information contained herein is a summary only
and is qualified in its entirety by such documents.

Management Fees

Certain Funds pay an annual management fee to each General Partner or its designated
affiliate with respect to each non-affiliated investor’s commitments based on undrawn
portions of capital commitments, invested capital and/or net asset value of capital accounts,
as the case may be, as further described in the Governing Documents. Payable quarterly
in advance, management fees paid by the Funds vary but currently do not exceed 2% of
the amounts described above per annum.

When a management fee is calculated on the basis of invested capital, the amount of
management fees generally will not correspond with fluctuations in the net asset value of
individual investments, aggregate investments in a portfolio investment or of a Fund,
including following the stepdown date, and will not be reduced in connection with any write-
downs, except in the case of investments that have been permanently written down.
Permanent write-down determinations are made in the discretion of the valuation committee
in accordance with the relevant Governing Documents and the Adviser’s valuation policy.
Except where the Governing Documents expressly provide to the contrary, management
fees will not be reduced (in whole or in part) in the case of partial distributions, partial sales,
reorganizations, restructurings, recapitalizations, roll-over investments or other similar
transactions, in each case in circumstances that do not result in the complete disposition of
the relevant Fund’s interest therein, and even in cases where the value of such Fund’s
investment or ownership percentage in a portfolio investment has been reduced as a result
of such transaction. In addition, management fees generally will not be reimbursed or
refunded under the Governing Documents in the event of realizations, dispositions or partial
write-downs that occur partway through the relevant calculation period. Further, where
there has been a partial disposition or permanent write-down of a Fund’s investment and
the fair market value of the investment following such event exceeds the total amount of
the Fund’s investment contributions relating to the investment, the Governing Documents
generally do not require management fees after the stepdown date to be reduced. In certain
circumstances, the post step-down management fee base will include capitalized
transaction-specific fees and expenses of unrealized investments.

GCP and the General Partners are permitted, in their sole discretion, to waive or modify the
management fees and carried interest compensation in respect of Funds and certain
investors, including General Partners, employees, relatives of employees and certain other
investors. Certain Funds do not pay management fees as negotiated with such Funds and
memorialized in the Fund’s Governing Documents.

In the unlikely event that the Adviser does not provide services for a full period, or if
accounts are terminated before the end of the relevant period according to the terms set
out in the Governing Documents, a pro-rated fee will be returned to the Fund(s).

As described further in, but subject to, the Governing Documents, the management fee is
reduced by (i) the aggregate amount of excess organizational expenses paid or reimbursed
by a Fund and (ii) the receipt of certain transaction fees, if any. Specifically, management
fees are reduced by an amount equal to 100% of all closing fees, investment banking fees,
placement fees, commitment fees, breakup fees, litigation proceeds from transactions not
consummated, monitoring fees, consulting fees (specifically including any fees paid by the

Fund to an Affiliated Law Firm (as defined in Item 10) for consulting, underwriting, diligence
or other similar expenses), directors’ fees, financing fees and other similar fees (whether in
the form of cash, securities or otherwise) received by any GCP person from any investment
or prospective investment in respect of a Fund’s investment or prospective investment
therein. For the avoidance of doubt, the management fee will, in general, not be reduced
by (x) carried interest distributions, incentive allocations, management fees, or similar
compensation paid or allocated to a GCP person; (y) amounts received by a GPC person
as an investor in a Fund or investor in any other fund or account managed by the Adviser
or an affiliate thereof; or (z) reimbursement of out-of-pocket expenses, indemnification
payments, or similar expenses or payments. The receipt of such transaction fees are offset
against management fees only to the extent of a Fund’s relative ownership (or anticipated
ownership) of such investment or potential investment. Accordingly, a Fund will only benefit
from the management fee reduction with respect to its allocable portion of any transaction
fees and not the portion allocable to any other stakeholder. Further, any such reduction is
only applicable in the event a management fee is payable by a Fund. Thus, in the event a
Fund does not pay a management fee (including when a Fund is no longer taking a
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Item 7 – Types of Clients

The Adviser provides investment advisory services to the Funds. The Funds generally limit
their investors to persons who are both “accredited investors,” as defined in the Securities
Act of 1933, as amended, and “qualified clients” or “qualified purchasers,” as defined in the
Investment Company Act of 1940, as amended. Investments in the Funds are generally
subject to a minimum investment amount specified in a Fund’s Governing Documents, with
such amount being subject to waiver at the discretion of the General Partners.

Investors in the Funds include public pensions, endowments, financial institutions, family
offices, sovereign wealth funds, private foundations, and high-net-worth individuals,
including directly or indirectly, principals and employees of GCP and its affiliates and
members of their families.