GGP Management LP

Item 5 – Fees and Compensation

A.      Compensation
Griffin Gaming generally charges asset-based investment advisory fees (which in other
contexts we commonly refer to as “management fees”) to the Funds. Advisory fees paid the
Funds are indirectly borne by its investors. The Funds generally allocate a portion of their
investment profits to us as a carried interest (which we commonly refer to as “performance-
based fees”), as set forth in each Fund’s Governing Documents.

        1. Management Fees
The management fee for each of the Funds is equal to an amount up to 2.5% per annum based
on Investor capital commitments. The management fee is payable quarterly in advance and
subject to reduction as set out in the Fund’s Governing Documents.
        2. Performance-based Fees
With respect to the Funds, each Fund’s General Partner, as applicable, generally receives
carried interest equal to (i) 20% of the net profits of the Fund or (ii) 25% of the net profits of
the Fund if a Performance Target of contributed capital has been attained, as set forth in the
Governing Documents.

Fee terms are described more fully in the applicable Fund’s Governing Documents. The fee
schedules and structures of the SPVs are negotiated on a case-by-case basis and may (and do)
differ from the fee schedules and structures of the Funds.

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The carried interest is generally subject to a clawback at the end of life of a Fund if the
applicable General Partner has received excess cumulative distributions.

The carried interest will only be charged to either accounts of Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”), “qualified purchasers” as defined in Section 2(a)(51) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”) or accounts of Investors
who invested in the applicable Fund prior to the registration of the Firm as an investment
adviser.

        3. Fee Comparison
Fund expenses, including management and any performance-based fees, may constitute a
higher percentage of average net assets than could be found in other investment programs.
B.      Payment of Fees
Management fees, performance-based fees (carried interest), and third-party fees (discussed
below) are deducted from Fund assets. Management fees, which are paid in advance, are
withdrawn at the beginning of each quarter. A Fund may pay carried interest in accordance
with the terms of its Governing Documents.
C.     Fund Expenses and Other Fees
Fund Expenses. Each Fund is responsible for its own costs and expenses, as applicable to each
Fund. Such expenses generally, include, costs and expenses incurred in the holding, purchase,
sale or exchange of assets (whether or not ultimately consummated), including, but not
limited to, private placement fees, finder’s fees, interest on and fees and expenses arising out
of borrowed money, real property or personal property taxes on investments, including
documentary, recording, stamp and transfer taxes, brokerage fees or commissions, or other
similar charges (including any merger fees payable to third parties), travel (and related
expenses) incurred in investigating, purchasing or managing securities (provided that such
travel does not exceed first-class equivalent fares), legal fees and expenses, expenses
incurred in connection with the investigation, prosecution or defense of any claims by or
against the Fund, including claims by or against a governmental authority, audit and
accounting fees, fund administration fees, fees for outside appraisers and independent asset
valuation services, costs and expenses incurred for research services and publications,
including legal fees for investment-related research, banking and consulting fees relating to
investments or proposed investments, taxes applicable to the Fund on account of its
operations, fees and expenses incurred in connection with the maintenance of bank or
custodian accounts, and all expenses incurred in connection with the registration of the
securities held by the Fund under applicable laws or regulations. Each Fund shall also bear
expenses incurred by the General Partner in serving as its representative, any sales or other
taxes or government charges which may be assessed against the Fund, the cost of liability and
other premiums for insurance (including cyber-insurance) protecting the Fund, Griffin
Gaming, the General Partner, the Advisory Committee and their respective partners,
members, stockholders, managers, managing directors, officers, directors, trustees,

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employees, agents or affiliates in connection with the activities of the Fund or the loss of the
managing directors, all out-of-pocket expenses of preparing and distributing reports to
Investors, out-of-pocket expenses associated with Fund communications with Investors,
including preparation and distribution of annual, semi-annual or other reports to the
Investors, costs associated with Fund meetings or meetings with any Investor (including
travel-related costs and expenses), events for Investors or Advisory Committee matters
(including legal fees), expenses of the members of the Advisory Committee (including travel-
related costs and expenses), all legal, accounting, tax, audit, consulting and professional
services fees and expenses (including tax preparation and public relations) relating to the
Fund and its activities, bookkeeping services, fees and expenses related to attending industry
conferences, fees and expenses relating to Griffin Gaming’s registration as an investment
...

Item 7 – Types of Clients

Griffin Gaming provides investment advice and management to the Funds and SPVs and may
in the future provide the same or similar services to other privately placed investment funds
and/or other clients.

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Griffin Gaming intends to restrict the number of Investors in a Fund and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act.
Prospective Investors in a Fund must meet eligibility criteria and are subject to limitations
on withdrawal. Prospective Investors are encouraged to thoroughly review a Fund’s
Governing Documents, which set forth all the Fund’s terms in detail. Though the Funds
generally pursue the same strategy, offering terms may differ. SPVs invest side by side with a
Fund or in other opportunities identified by Griffin Gaming, but terms for such SPVs may
differ from those of a Fund and are negotiated on a case-by-case basis.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933) and a “qualified purchaser” (as defined in Section 2(a)(51) of the
Investment Company Act) or a “qualified client” (as defined in Rule 205-3 of the Advisers Act)
and must meet other criteria as specified in the Governing Documents.