Glouston Capital Partners LLC

Item 5 – Fees and Compensation

GCP and its affiliated entities that serve as general partners to the GCP Funds (the “GCP General Partners”)
receive various fees from the Accounts for their services at a negotiated rate based on each Account’s
particular circumstances. Fees for these services are set forth in the Governing Documents or investment
management agreement. For purposes of this Brochure, references to “GCP” will include references to
the GCP General Partners where the context so requires.

GCP’s management fees are initially charged as a percentage of aggregate capital commitments of an
Account, but such calculation is transitioned to a percentage of the Account’s net asset value after a
stated period of time. Management fees decline after a stated period, which is generally after the fourth
or fifth year after the final closing date for subscriptions. However, the degree and pace of deceleration
varies per Account. Management fees are generally payable quarterly in advance based on capital
commitments as of the beginning of the quarter, but some Accounts may pay management fees in arrears
based on the relevant Account’s net asset value.

GCP generally receives a carried interest based on a percentage of the net profits of an Account with respect
to certain investments as defined in the Governing Documents for a GCP Fund or related advisory agreement
for a GCP Client, as the case may be. In such cases, the payment of such carried interest may be subject to
Clients or Investors having realized a preferential return on the net outstanding amount of their capital
contributions calculated from the date of contribution to the date of return.

Additionally, specific fee arrangements applicable to any Investor or Client are subject to negotiation and
GCP has, and may in the future, waived or reduced management fees, in its discretion, based on the
nature of the strategy and services to be provided by GCP, total market value invested with GCP, regulatory
and reporting requirements, requested customization, and any other relevant factor, including
employment or familial relationships with GCP or the principals thereof. Thus, different Investors in the
same GCP Fund pay different fees based on, among other things, waivers. Additionally, the GCP General
Partner’s capital account in a GCP Fund will be subject to reduced management fees or carried interest.
Except as otherwise agreed, GCP is not obligated to waive or reduce fees for any other Investor when offering
such waivers or reductions to a particular Investor.

Assets in an Account are generally subject to a lockup. Investors and GCP Clients that fail to meet a capital
call are subject to a forfeiture of a portion of their capital accounts.

Additional Information With Respect to Fees and Expenses

GCP Funds

Each Private Fund typically pays its own operating expenses, separate and apart from the advisory fee, or
otherwise reimburses GCP, for these and other services as well as for certain organizational and offering
expenses related to the Private Fund. Such services, and any expenses or reimbursements related thereto,
will generally be provided and described in accordance with the GCP Fund’s Governing Documents.

Operating expenses of the Funds typically include without limitation: (i) all costs and expenses incurred in
connection with (a) identifying, investigating, evaluating, acquiring, consummating, holding, maintaining,

monitoring and disposing of securities (including, legal, accounting, auditing, consulting and other fees and
expenses, commissions, private placement fees, investment banking fees, appraisal fees, taxes, brokerage
and other finders fees, transfer fees, registration fees due diligence and similar fees and expenses, and all
reasonable out-of-pocket travel and related expenses (e.g., accommodations and meals) of GCP’s employees
and/or other agents incurred in connection with the forgoing and also investment opportunities that are not
consummated); (b) any credit facility, guarantee, line of credit, loan commitment, letter of credit or similar
credit support or other indebtedness involving the Clients or any investments (including any fees, costs and
expenses incurred in obtaining such borrowings and indebtedness, interest arising out of such borrowings
and indebtedness and all related legal fees, costs and expenses); (c) the managed distribution of marketable
securities; (d) litigation and threatened litigation involving a Client allocated to such Client and attributable
to such Client’s activities; (e) indemnification expenses subject to the limitations set forth in the Governing
Documents; (f) complying with (or facilitating compliance with) any applicable law, rule or regulation
(including legal fees, costs and expenses), regulatory filing or other expenses of the Clients, the GCP General
Partners or GCP, including any compliance, filings or other obligations related to or arising out of the
Alternative Investment Fund Managers Directive 2011/61/EU, in each case, involving or otherwise related to
a Client; (g) complying with tax withholding and other information reporting regimes, including FATCA, CRS,
and similar laws or regulations; (h) legal, consulting, custodial, administration, auditing, accounting and other
professional services related to a Client (including (1) expenses associated with the preparation of the GCP
General Partners’ and each Client’s financial statements, tax returns and Schedule K-1s and (2) all or a portion
of the reasonable fees and expenses of any “operating partner,” “strategic advisor,” or other similar
employee of or consultant to the GCP General Partners or GCP paid by GCP that the GCP General Partners
determine in good faith should be reimbursed by the Clients; (i) developing, licensing, implementing,
maintaining or upgrading (1) any web portal or extranet tools for the benefit of the Clients or the investors
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Item 7 – Types of Clients

As described in Item 4 – Advisory Business, GCP provides investment management services on a
discretionary basis to private equity funds and individually managed accounts, all of which are established
as pooled investment vehicles relying on a private exemption from registration as “investment companies”
under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Prospective investors must meet eligibility criteria, and are subject to certain withdrawal requirements and
limitations. Prospective Investors are encouraged to thoroughly review the applicable Governing Documents,
which set forth all of the terms in detail.

GCP Clients and Investors are generally institutional investors and certain high net worth investors that are,
in the case of GCP Client, “qualified clients”, within the meaning of the Advisers Act, and, in the case of
Investors in GCP Funds, “accredited investors” and “qualified purchasers”, within the meaning of the
Securities Act and the Investment Company Act, respectively.

The GCP Funds have a specified minimum investment as set forth in their Governing Documents, but the
minimum investment for any Investor is generally 1% of the targeted committed capital of the relevant GCP
Fund. This is subject to discretion, on the part of GCP or its affiliates, to permit investments of a smaller
amount generally or with respect to any Investor.