GF Capital Asset Advisors LLC

ITEM 5: FEES & COMPENSATION

Each Manager charges a management fee (the “Management Fee”) in connection with the advisory services
provided to the Funds. Each Fund’s general partner, an affiliate of GF Capital and the Managers, receives
carried interest participation, if any, based on the Fund’s investment performance. For the Private Equity
Funds, this compensation offsets Management Fees otherwise payable. Investors in the Funds also bear
certain fund level operating and administrative expenses.

                1.      Private Equity Funds:

                GF Capital Private Equity Fund, L.P. (“Private Equity Fund I”)
                For each Investor Limited Partner, Private Equity Fund I pays a Management Fee equal to
                the product of up to 1.75% and Actively Invested Capital (equal to cost basis of all
                undisposed Investments) of such Investor Limited Partner per annum subject to available
                capital. (NOTE: Private Equity Fund I no longer charges a management fee)

                GF Capital Private Equity Fund II, L.P. (“Private Equity Fund II”)
                For the period ending five years from the Final Closing of Private Equity Fund II, Private
                Equity Fund II pays a Management Fee equal to the product of 2.00% and Investor Capital
                Commitments per annum. Thereafter, for each Investor Limited Partner, Private Equity
                Fund II pays a Management Fee equal to the product of 1.75% and Actively Invested
                Capital (equal to cost basis of all undisposed Investments) of such Investor Limited Partner
                per annum subject to available capital. (NOTE: Private Equity Fund II no longer charges a
                management fee)

                GF Capital CSE, L.P. (“CSE”)
                For each Investor Limited Partner, CSE charges a Management Fee equal to the product of
                2.00% and investor Capital Commitments per annum.

                GF P&B, L.P. (“P&B”)
                For each Investor Limited Partner, P&B charges a Management Fee equal to the product
                of 2.00% and investor Capital Commitments per annum.

                2.      Real Estate Funds:

                GF Edgecombe Ventures, LLC (“Edgecombe”)
                For each Investor Limited Partner, Edgecombe charges a Management Fee equal to the
                product of 2.00% and Investor Capital Contributions per annum.

                GF Riverside Drive, L.P. (“Riverside”)
                For each Investor Limited Partner, Riverside charges a Management Fee for each quarter
                calculated at a rate equal to the product of (A) 2% per annum, (B) the ration of the Capital

                Commitment of each Investor Limited Partner to the aggregate Capital Commitment of all
                Partners, and (C) the aggregate Invested Capital of the Partnership as of the start of such
                quarter.

                GF Midtown East, L.P. (“Midtown East”)
                For each Investor Limited Partner, Midtown East charges a Management Fee for each
                quarter calculated at a rate equal to the product of (A) 2% per annum, (B) the ration of the
                Capital Commitment of each Investor Limited Partner to the aggregate Capital
                Commitment of all Partners, and (C) the aggregate Invested Capital of the Partnership as
                of the start of such quarter.

The Management Fee is typically payable by the respective Fund to the applicable Management Company
quarterly. Management Fees are pro-rated for any periods less than a full quarter.

The Management Fee generally will be payable until a Fund’s entire portfolio of investments are distributed
or sold or until the general partner’s relationship with the Fund is terminated for other reasons (as
described in each Fund’s limited partnership agreement).

The Funds invest on a long-term basis. Accordingly, Management Fees and other fees (if applicable) are
expected to be paid, except as otherwise described in each Fund’s limited partnership agreement, over the
term of the applicable Fund. Investors are not permitted to withdraw or redeem interests in each Fund.

Managing Directors and other current or prior employees of GF Capital Management & Advisors, LLC, a
service provider to the Management Companies, are entitled and will receive a portion of the carried
interest or other compensation received by GF Capital or the respective Fund’s general partner, when such
fees are incurred.

As described in each Fund’s limited partnership agreement, a Fund will pay all organizational and start-
up expenses of the Fund and the applicable general partner, (generally subject to a specified cap), including
legal, travel, accounting, filing and other organizational expenses. A Fund will not ultimately bear any
investment banking or private placement fee incurred in connection with the organization of the Fund. In
addition to the Management Fee payable to the Management Company and carried interest payable to the
general partner, a Fund will typically bear all other costs and expenses of the Fund that are not reimbursed
by portfolio assets, which include, without limitation, insurance, legal, auditing, consulting, financing,
accounting and custodian fees and expenses; out of pocket expenses incurred in connection with
transactions not consummated; expenses of the members of the Fund’s advisory board; other expenses
associated with the acquisition, holding and disposition of its investments, including extraordinary
expenses (such as litigation, if any) and any taxes, fees or other governmental charges levied against the
Fund.

Subject to a Fund’s limited partnership agreement, the Manager will bear the normal and recurring
operating and administrative expenses of the Fund, including compensation of all of the investment
...

ITEM 7: TYPES OF CLIENTS

GF Capital provides investment advice to Private Investment Funds. Private Investment Funds are
investment partnerships or other investment entities formed under domestic or foreign laws and operated
as exempt investment pools under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). The Investors participating in Private Investment Funds include individuals, banks or
thrift institutions, other investment entities, pension and profit-sharing plans, trusts, estates or charitable
organizations or other corporations or business entities and include, directly or indirectly, principals or
other employees of GF Capital and its affiliates.

The Funds generally have a minimum investment in the range of $500,000 to $5.0 million for third-party
investors, which can be waived by the general partners, but generally will not be less than $100,000 (or
other amounts as specified by local laws and regulations).

ITEM 8: METHOD OF ANALYSIS, INVESTMENT STRATEGIES & RISK OF LOSS

General:
The Manager of the Private Equity Funds seeks to invest in growth companies across specific industry
categories, specifically the middle market branded consumer product and media industries. The Manager
of the Real Estate Funds seeks to achieve current income and/or long-term capital appreciation by
investing in real estate and real estate related assets. There can be no assurance that the Managers will
achieve the investment objectives of the Funds and a loss of investment is possible.

Investment and Operating Strategy:
The Managers seek to provide returns to investors by (i) using research and contacts to identify investments
that the Managers believe are attractive, (ii) performing rigorous analysis and due diligence to select and
structure investments and (iii) providing significant resources to portfolio assets to build value and
(iv) achieving liquidity though sale, merger, recapitalization etc. of the portfolio assets.

Identification of Investment Opportunities: The Managers originate many of the Funds’ investment
opportunities by leveraging relationships with entrepreneurs, existing management of portfolio
companies, venture capitalists, investment bankers, investors, business brokers, accountants, lawyers and
consultants, which contacts generate a significant number of investment opportunities.

Rigorous Analysis and Diligence: With respect to the investment opportunities that the Managers pursue
actively, the Managers engage in in-depth discussions with management and conduct initial due diligence,
arriving at a limited number of investments that become portfolio assets in the Funds. In evaluating
potential investments, the Managers consistently maintain high standards of due diligence, engaging a
team of professionals who study opportunities and complete extensive management, financial, legal,
customer and industry reference checks.

Managing Investments: As the manager of the Private Equity Funds, great importance is placed on having a
seat (or multiple seats) on the board of directors (or similar governing body) of each portfolio asset or on
having a contractual right to attend board meetings. For both the Private Equity Funds and Real Estate
Funds, the Managers may provide significant resources to portfolio assets, including contacts, advice, and
assistance with matters such as staffing, accounting, marketing, strategic direction, human resources,
business plan creation, business development, public and private financing and mergers and acquisitions.

Realization of Liquidity: The Managers of the Funds aim to realize gains primarily through strategic exits.
However, the Funds may also realize gains through a sale or merger with a financial buyer or by the sale
of securities in the public market. The Managers continually review investment positions for liquidity
alternatives and work with portfolio assets in planning for and realizing liquidity for investors.

Types of Investments:
The Private Equity Funds generally will invest in operating companies. The structure of these investments
may include common stock, preferred stock, warrants, convertible debt, partnership or similar interests in
operating entities, options and other derivative type securities. The Private Equity Funds will hold almost
all of their assets in unregistered restricted securities, but generally will seek liquidity features in
connection with investments to enable them to exit the investment at an appropriate time under the
individual circumstances of each investment.

The Real Estate Funds generally will invest in two types of real estate: (i) properties leased to tenants in the
commercial, residential and government sectors located in suburban and urban districts which have a high
probability of tenant renewal and (ii) real estate development projects. Investments will be in single assets
or portfolios, such as partnerships or limited liability companies, synergistic with the Fund’s strategies, and
offering value enhancement opportunities appropriate on a risk-adjusted basis.

From time to time, the Managers may engage in derivative transactions for the Funds, including option,
interest rate, currency and similar transactions. Derivative transactions will generally be used for hedging
purposes.

Risks of Investment:
A Fund and its investors bear the risk of loss that the applicable Manager’s investment strategy entails.
The risks involved with the Manager’s investment strategy and an investment in a Fund are detailed in the
Fund’s private placement memorandum. In general, these risks include, but are not limited to:

        1.   Business Risks: The Fund’s investment portfolio will consist primarily of securities issued by
             privately held companies, and operating results in a specified period will be difficult to predict.

     Such investments involve a high degree of business and financial risk that can result in
     substantial losses.
...