GIP Investment Adviser LLC

Item 5         Fees and Compensation
A detailed description of each Fund’s fees and expenses is set forth in the Governing Documents
of each Fund. GIP generally receives a management fee and carried interest in connection with
advisory services to the Funds. In addition to the Management Fee and carried interest, each Fund
bears certain expenses as described below. As the fees and expenses incurred by each Fund vary,
prospective and current investors should review the fees and expenses listed below, as well as refer
to the applicable Governing Fund Documents for a description of all relevant fees and expenses to
be paid by a Fund.

Management Fees

During the life of the Funds, investors in such Funds pay a management fee (“Management Fee”)
to GIP. The Management Fee is established by the Governing Documents and for certain Funds,
ranges from an annual rate of 2.0% to 2.50% of committed capital or remaining capital. The
Management Fee is paid quarterly in advance, except that the first installment is typically due on
the initial closing date as detailed in the Governing Documents. Other Funds are charged a
management fee of 2.50% in advance as a one time fee or 1.0% annually for three years. The Adviser
has in the past and may in the future reduce or waive the Management Fee for certain limited
partners, including employees of the Adviser, and their family members, and affiliates.

Other Compensation

Management Fees are reduced by certain compensation received by the Adviser and current
affiliates in accordance with Governing Documents including directors’ fees and any monitoring,
transaction (including without limitation, restructuring, syndication, topping, and break-up fees),
advisory, banking, consulting or other similar fees or equity received (including without limitation,
broad fees, stock options, or restricted stock units), net of expenses. The specific calculation
methodology and more detailed descriptions of the types of expenses and income subject to fee
offsets is described in the Governing Documents.

Carried Interest

The general partners of the Funds may receive carried interest with respect to the Funds of between
10% and 25% of all realized profits subject to the terms of each Funds Governing Documents
which may include a preferred return or certain hurdles among others. A description of carried
interest is included in Item 6.

Fund Expenses

As disclosed in the Governing Documents, the Funds incur all expenses related to their operations.
These expenses are substantial and will reduce the returns realized by investors on their investment
in the Fund (and will reduce the amount of capital available to be deployed by the Fund in
investments). Expenses that are paid by the Funds include, but are not limited to the following
types of expenses:

•   organizational expenses incurred by the Funds, General Partners, or the Adviser in
    connection with the start-up or organization of a Fund including all printing, legal,
    accounting, travel, marketing, virtual data room and other fees;

•   the fees of any placement agent utilized in connection with the offering and sale of limited
    partnership interests in a Fund;

•   operating expenses of the Fund including all fees and expenses of professional and similar
    services such as legal, accounting, consulting, marketing, audit, investment banking,
    reporting, valuation, tax preparation, research, risk management, due diligence,
    administrator services, expert networks, information technology (including acquiring,
    developing, implementing or maintaining any virtual data room, software, hardware, or
    other technological system or database), news quotation or other research or information
    database subscriptions, all fees and expenses of maintaining the Fund’s books and records,
    all filing and similar fees paid on behalf of the Fund;

•   all fees, compensation and other expenses associated with companies and individuals
    retained by the Funds to provide operational support, due diligence, research, specialized
    operations or consulting or similar or related services to, or in connection with, the Fund
    or one or more Portfolio Companies or prospective Portfolio Companies in relation to the
    identification, acquisition, holding, improvement and disposition of such Portfolio
    Companies or prospective Portfolio Companies, including with respect to transactions that
    are not consummated;

•   fees and expenses, including travel fees and expenses incurred by the General Partner or
    Adviser related to research, discovery, sourcing, investigation, diligence, negotiating,
    structuring, hedging, making, holding, developing, operating, managing, monitoring,
    restructuring, refinancing, or disposing of investments, including without limitation with
    respect to transactions that are not consummated. Travel fees and expenses include without
    limitation related accommodation, dining, entertainment fees and expenses, and first class
    and/or business class commercial airfare, whether actually incurred or incurred as the
    deemed cost of using or chartering private aircraft or other private air travel (including the
    use of a private aircraft owned or partially owned by the Investment Adviser, any of its
    affiliate or any of their respective owners for domestic air travel); provided, that the Funds
    will only pay the equivalent of a first-class commercial ticket with respect to each
    employee, director and partner of the General Partner and the Adviser using such private
    aircraft.

•   fees and expenses relating to compliance with tax, securities law or other legal or regulatory
    requirements applicable to the Fund (including without limitation registration or other
    compliance obligations related to, or arising as a result of, the offering and sale of interests
    in the Fund in any jurisdiction).
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Item 7        Types of Clients
GIP provides investment advisory services to the Funds, which include certain co-investment
vehicles. Investors are required to meet certain eligibility and suitability qualifications and make
certain representations prior to investing in a Fund. Details concerning applicable Limited Partner
suitability criteria and minimum investment commitments are set forth in the respective Governing
Fund Documents.

Each Fund establishes minimum investment amounts as set forth in the relevant Governing
Documents. The General Partner of the relevant Fund is permitted to waive the minimum
investment amount at its discretion.