Golden Gate Private Equity Inc

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Incentive Allocations (each as
defined below) or similar performance-based remuneration from a Fund. A Fund and/or its
portfolio companies also typically reimburse and Adviser and its affiliates for certain expenses
and/or make other payments to the Adviser, its affiliates, or certain other parties (which, in the
past, have included former affiliated law firms engaged by Golden Gate for legal and/or other
consulting services to, or on behalf of, portfolio companies of the Funds, operating partners, and/or
operating executives) for services provided to the Funds and/or their portfolio companies, which,
in certain circumstances, reduce the Advisory Fees payable to the Adviser. Additionally, consistent
with the Governing Documents of a Fund, the Fund typically bears certain out-of-pocket expenses
incurred by the Adviser in connection with the services provided to the Fund and/or the portfolio
companies. Details about such fees and expenses are contained in the Governing Documents of a
Fund. Further details about certain common fees and expenses are set forth below.

Advisory Fees; Other Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
an advisory fee (each, an “Advisory Fee”) from some, but not all, of the Funds. Except where the
Governing Documents expressly provide to the contrary, the amount of Advisory Fees with respect
to a Fund generally will not correspond with fluctuations in the Fund’s net asset value or the net
asset value of individual investments. Therefore, subject to the applicable Governing Documents,
Advisory Fees generally will not be reduced (in whole or in part) in the event of write downs of
investments that have not otherwise been completely written off. In certain instances, Advisory
Fees are reduced during the life of a Fund and/or reduced by other fees or compensation received
by the Adviser, its affiliates or certain other parties (as disclosed elsewhere herein) that relate to
such Fund’s activities and investments, or by certain excess organizational or other categories of
expenses borne by such Fund, as described in more detail below.

Advisory Fees and expenses paid by a Fund are indirectly borne by investors in such Fund. The
Governing Documents set forth the precise amount and calculation of the applicable Advisory
Fees and the full list of terms under which an Advisory Fee will be reduced, offset or otherwise be
limited. The Advisory Fees and other fees and distributions described herein are generally subject
to modification, waiver, or reduction by the Adviser in its sole discretion, both voluntarily and on
a negotiated basis with selected investors via side letter and other arrangements, which may not be
disclosed to other investors in the same Fund. Fees may differ from one Fund to another, as well
as among investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Advisory
Fees will continue to be payable during any term extensions. Investors should expect to bear the
full specified Advisory Fee in the relevant Governing Documents until reduced in the
circumstances and on the date(s) specified therein.

Employees, key service providers, operating partners, operating executives, business associates,
and other friends and family of the Adviser or its personnel, other strategic persons designated by
the Adviser or individuals and entities that are also investors in one or more Funds (“Adviser
Investors”) will not typically pay Advisory Fees or Incentive Allocation in connection with their
investment in a Fund. Furthermore, the Adviser has in the past and may, from time to time in the

future establish certain investment vehicles through which Adviser Investors or other third parties
may invest alongside one or more Funds in one or more investment opportunities, which generally
do not pay Advisory Fees or Incentive Allocation. Notwithstanding that Adviser Investors will
generally not pay Advisory Fees, Adviser Investors will generally pay for their pro rata share of
certain Fund expenses, or the pro rata portion of such Adviser Investors’ expenses will be allocated
to the Adviser or the General Partner of the applicable Fund.

In addition, the Adviser, its affiliates and/or their personnel typically perform certain management,
monitoring, advisory, financial advisory or legal and other services for, and receive fees
(“Corporate Service Fees”) from, the Funds, their actual or prospective portfolio companies or
other investment vehicles of the Funds, and typically perform certain transaction-related activities
and receive fees in connection with structuring investments in portfolio companies, as well as
mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales, divestments or
other similar dispositions, recapitalizations and similar transactions with respect to such portfolio
companies (“Transaction Fees”). The terms of a corporate service agreement may include (among
other things) automatic renewals, the payment of Corporate Service Fees (which may be fixed fees
or calculated as a percentage of EBITDA or similar performance metric), and the acceleration of
payment of the Corporate Service Fees upon certain termination events, including the occurrence
of an initial public offering or strategic exit. The accelerated Corporate Service Fee may be
calculated as the present value of hypothetical future payments, which may be based on an assumed
growth in performance, based on assumed growth in EBITDA or similar metric, and may be
calculated using a discount rate as low as the risk-free rate, as determined by the Adviser. Since
the corporate service agreements may have prolonged terms (often exceeding ten years and/or
subject to automatic extensions and renewal), the financial effect of such acceleration may be
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Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the General Partner of
each such Fund, if applicable) and not individually to investors in such Funds.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of
1940, as amended (the “1940 Act”). Investors in the Funds are generally “accredited investors” as
defined in the Securities Act and, in many instances, “qualified purchasers” or “knowledgeable
employees” as defined in the 1940 Act, and generally include, among others, high net worth
individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable
organizations, university endowments, corporations, sovereign wealth funds, limited partnerships
and limited liability companies or other entities. The Adviser has in the past conditioned (and may
in the future condition) the ability to invest in certain of the Funds it manages upon an investor
agreeing to invest in other funds managed by the Adviser, its affiliates, or portfolio companies of
the Funds (including, for the avoidance of doubt, NGC Capital).

The Adviser does not have a minimum size for a Fund, but the Adviser has established minimum
investment commitments for investors in certain of the Funds. The Adviser may in its sole
discretion permit (and has in the past permitted) investments below the minimum amounts set forth
in the Governing Documents of such Fund.