GI Manager LP

Item 5. Fees and Compensation

The Adviser generally receives Advisory Fees and Carried Interest, Incentive Allocations (each as
defined below), or similar performance-based remuneration from a Client. A Client and/or its
portfolio investments are expected to reimburse the Adviser for certain expenses and/or make
certain other periodic payments to the Adviser (or its affiliates) for services provided to the Client
and/or its portfolio investments which, in certain circumstances, will reduce the Advisory Fees
payable to the Adviser to the extent provided by the relevant Organizational Documents. Details
about such fees and expenses are contained in the Organizational Documents of a Client.

Additionally, consistent with the Organizational Documents of a Client, such Client typically bears
certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to
the Client and/or the portfolio investments. Further details about certain common fees and expenses
are set forth below.

Advisory Fees and Other Fees Payable by Clients

As compensation for investment advisory services rendered to certain Clients, the Adviser receives
from each such Client, directly or indirectly, an advisory fee (each, an “Advisory Fee”). Advisory
Fees are typically calculated based on the committed capital, remaining invested capital, or net asset
value of the applicable Client, as described in more detail herein and in the Organizational
Documents. Advisory Fees paid by a Client are indirectly borne by investors in such Client.

As is generally the case in private equity funds, certain Fund Organizational Documents provide

that such Fund’s Advisory Fees will be calculated and charged on a basis that generally is not tied
to such Fund’s then-current net asset value and are instead calculated based on a formula that varies
over the life of such Fund. Such Fund’s Organizational Documents generally provide that, from the
effective date of the relevant Fund until a date specified in such Fund’s Organizational Documents
(the “Stepdown Date”), Advisory Fees will be charged based on a formula tied to the amount of the
relevant Fund’s aggregate capital commitments. Following the Stepdown Date, Advisory Fees
generally will be charged and calculated based on a formula tied to the amount of investment
contributions (including, where applicable, a Fund borrowing component (e.g., bridge financing
contributions), including the amount of any capitalized Transaction Fees (as defined below) or
expenses) made (or in certain Fund Organizational Documents, committed, allocated or reserved to
be made) by the relevant Fund relating to such Fund’s aggregate investment(s) in its portfolio
investments that have not been realized or permanently written down (such investments, “Impaired
Value Investments”). Due to differences set forth in their respective Organizational Documents,
where more than one Fund participates in an investment, there is the possibility that an investment
will become an Impaired Value Investment for purposes of one Fund’s Organizational Documents
but not those of one or more other Funds.

Under certain Funds’ Organizational Documents, where the fair market value of a Fund’s aggregate
investment in a portfolio investment exceeds the total amount of investment contributions relating
to such investment, post-Stepdown Date Advisory Fees will not be calculated based upon such
appreciated value, and will instead continue to be calculated based on the amount of applicable
investment contributions. The Organizational Documents do not require Advisory Fees to be
reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value, or other event not constituting a complete realization, such as a partial sale
or disposition, reorganization, recapitalization (including recapitalization involving dividends), roll-
over investment in connection with a sale, or dividend distribution, except in the case where the
Fund’s aggregate investment(s) in a portfolio investment meet the relevant Impaired Value
Investment standard under the applicable Organizational Documents. Following the Stepdown Date
if the fair market value of an Impaired Value Investment is less than the total amount of investment
contributions relating to such Impaired Value Investment, then the amount of Advisory Fees
otherwise payable relating to such Impaired Value Investment generally will be reduced solely to
the extent that the fair market value of the aggregate investment following such event is less than
the total amount of investment contributions relating to such investment, except as otherwise
provided in the Organizational Documents.

As a result, the amount of Advisory Fees for such Funds described above 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 investment period, and will not be
reduced in connection with any write downs (whether temporary or permanent), except in the case
of Impaired Value Investments. Except as described in this paragraph, or where the Organizational
Documents expressly provide to the contrary, Advisory Fees will not be reduced (in whole or in
part) in the case of partial distributions or reorganizations, restructurings, roll-over investments,
extraordinary dividends, or 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 the Fund’s investment or the Fund’s ownership percentage in such portfolio investment has been
reduced (including substantially reduced) as a result of such transaction.

In many circumstances, the post-Stepdown Date Advisory Fee base will include capitalized
transaction-specific fees and expenses of unrealized investments, including certain fees (such as
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Item 7. Types of Clients

The Adviser currently provides investment advisory services to the Clients, and references
throughout this brochure to Clients and to the Adviser’s related duties to and practices on behalf of
its Clients and/or investors should be construed accordingly. Investment advice is provided directly
to the Clients (subject to the direction and control of the General Partner of each such Client or, in
the case of certain Non-Fund Clients, the unaffiliated investor in such Non-Fund Client, if
applicable) and not individually to investors in such Client.

Interests in the Clients are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act.

The Adviser does not have a minimum size for a Client, but minimum investment commitments are
typically established for investors in the Clients. The General Partner of each Client may in its sole
discretion permit investments below the minimum amounts set forth in the Organizational
Documents of such Client.