GHK Capital Partners LP

Fees and Compensation.

Joint Venture Partners
The General Partner or the Investment Adviser could cause a Client to enter into “joint venture”
vehicles, platforms, or similar arrangements whereby the Client’s investment activities are
operated in cooperation or conjunction with one or more operating partners (including one or more
Operating Executives or management teams, in each case, with respect to the management of
specified portfolio investments or categories of portfolio investments. In connection with this, such
partners or team members could receive management fees and/or performance-based
compensation such as a carried interest in vehicles through which such joint ventures invest. The
applicable Client could also hold certain portfolio investments through investment vehicles
managed in whole or in part by such partners or team members where the General Partner or the
Investment Adviser has determined this is necessary or appropriate.

Any compensation to such partners or team members, which will reduce the Client’s returns from
the relevant portfolio investments, will not offset carried interest distributions or management fees
paid to the General Partner or the Investment Adviser and will increase the cost of the investors’
investment in the applicable Client. In addition, to the extent a dispute arises between the General
Partner or the Investment Adviser and any such partners or team members, the applicable Client’s
portfolio investments relating thereto would be adversely affected.

Operating Executives
Each Private Fund and each portfolio company is permitted, in its sole discretion, to retain the
services of one or more business executives who, in the good faith determination of the General
Partner, the Investment Adviser or such portfolio company, possess relevant experience or
expertise to serve as consultants to the Private Fund or such portfolio company (each such person,
an “Operating Executive”). Operating Executives could be former, existing or prospective
executives of portfolio companies or portfolio companies of Other Private Funds, industry
executives or advisors, research consultants, sourcing consultants, members of expert networks,
operating executives, subject matter, industry or regulatory experts or other individuals acting in a
similar capacity, and the scope of the services to be provided by any Operating Executive could
include advice with respect to existing portfolio investments and/or potential portfolio
investments. Notwithstanding the foregoing, without the approval of the Advisory Committee, no
employee of the General Partner or the Investment Adviser can be engaged, retained or employed
by the Fund or a portfolio company as an Operating Executive if such person is an employee as of
the date of such engagement, retention or employment. Furthermore, each Private Fund and each
portfolio company is permitted to engage, retain or employ Operating Executives in any manner
it deems reasonable or desirable under the circumstances, including either as independent
contractors or employees for U.S. federal income tax, labor or other purposes, and such
engagements, retainers or employment can be with GHK, its affiliates or any of its personnel or
with any portfolio company provided that the Operating Executive Compensation of an Operating
Executive employed by the Fund as an employee for U.S. federal income tax and labor purposes
may not be borne by the Fund without the approval of the Advisory Committee. An Operating
Executive Employer of an Operating Executive is permitted to terminate the engagement, retainer
or employment of such Operating Executive at any time and for any reason, in its sole and absolute

discretion. The Operating Executive Employer is also permitted to determine the nature, form and
amount of compensation of any such Operating Executive. Unless otherwise determined by the
applicable Operating Executive employer in its sole discretion, all Operating Executive
Compensation will be borne by the applicable Private Fund or by the portfolio companies to which
the Operating Executives provide services, as applicable, and not by the General Partner, the
Investment Adviser or any other related party. If an Operating Executive has been engaged,
retained or employed to provide services to a particular portfolio company only, then such portfolio
company will be the applicable Operating Executive Employer and the applicable Operating
Executive Compensation will be borne by such portfolio company only.

Because Operating Executive Compensation is not borne by the General Partner, the Investment
Adviser, or any other related party, they each have an incentive to engage a prospective GHK
personnel member as an Operating Executive, rather than as an employee of GHK or any of its
affiliates. This incentive is heightened by the flexibility afforded to the General Partner and the
Investment Adviser in connection with how to structure any such engagement, retainer or
employment, which will include permitting such executive to exhibit indicia similar or comparable
to that of a GHK employee (by way of example only, but without limitation, by virtue of possession
of business cards containing the name or logo of any GHK related party; possession or use of
computer hardware, a mobile device, a dedicated telephone number (or extension), or an electronic
mail address similar to one used by other such employees of GHK; access to (and use of) any of
GHK’s or any of its affiliates’ office space or office files (including electronic files); attendance
at periodic employee meetings of GHK (such as weekly transaction “pipeline” meetings); and
attendance before or at the Investment Adviser’s investment committee meetings). Such indicia
will have no bearing on such Operating Executive’s treatment as such for purposes of the
constituent documents of any Client.

Although the General Partner and the Investment Adviser intend to make all Operating Executive
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Item 7 Types of Clients
GHK provides investment advisory services to its Clients that invest in private equity investments.
GHK’s clients are the SIA and the Private Funds, which are structured as limited partnerships or
limited liability companies that are exempt from registration as an investment company under U.S.
law by virtue of either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940.

Investors in the Private Funds managed by GHK include a variety of institutional investors (e.g.,
trusts, employee benefit plans, endowments, foundations, corporations, and other types of entities,
including private funds of funds) and include high-net-worth individuals. All investors are required
to be “accredited investors” (as defined in Regulation D promulgated under the Securities Act of
1933) and must satisfy certain other investor qualification requirements in order to satisfy
applicable securities laws.

GHK enters into side letter agreements or other similar agreements with certain investors in the
Private Funds, which agreements provide such investors with rights and terms (including, without
limitation, (i) “most favored nations” treatment with respect to terms granted in other side letters;
(ii) the right to appoint a voting or non-voting member to the Private Fund’s Advisory Committee,
if any, or the boards of directors (or similar governing bodies) and certain rights or procedures
relating thereto; (iii) terms that relate to the tax, legal or regulatory situation, internal policies,
structural attributes, operational or contractual requirements, principal place of business,
jurisdiction of formation or domicile or organizational form of the applicable investor; (iv) waivers
of the confidentiality obligation under the Private Fund’s constituent document; (v) the right to be
excused from the obligation to make a capital contribution with respect to a portfolio investment

as a result of a legal, regulatory, policy-based or other similar restriction or limitation applicable
to the investor; (vi) representations and covenants from the General Partner or the Private Fund
addressing the payment of placement fees or similar payments made with respect to the admission
(or continued investment) of investors, including provisions intended to address the requirements
of anti-“pay-to-play” or similar regulations; (vii) consents to or rights with respect to the sale,
exchange, transfer, assignment, conveyance, pledge, mortgage, encumbrance, hypothecation,
swap or other disposition of the investor’s interest in the Private Fund; (viii) rights with respect to
reporting or notice of or access to information not otherwise contemplated by the Private Fund’s
operating agreement; (ix) terms clarifying or limiting the scope of any power of attorney set forth
in the relevant constituent document or any subscription agreement; and (x) waivers, discounts or
other reductions to the Private Fund’s management fee, carried interest or other similar economic
benefits, including limitations on the applicable investor’s share of any general or specific category
of fees, costs or expenses of the Private Fund) that are different or in addition to the general terms
of the constituent documents of the applicable Private Fund. GHK is not obligated to offer such
additional and/or different rights or terms to all investors.