Goldfinch Partners LP

Item 5: Fees and Compensation
A.      Fees
All fees and compensation payable to Goldfinch, or its affiliates, are negotiable and vary among
the Funds, and are set out in the applicable governing documents for each Fund. As a general
matter, Goldfinch, or its affiliates, are entitled to compensation in exchange for its advisory
services in the following ways:

       Management Fee
       For certain Funds, Goldfinch, or its affiliates, receives an asset-based management fee
       (“Management Fee”) in exchange for the advisory services it provides to the respective
       Funds. In these cases, the Management Fee is payable by the respective Fund annually and
       is based on a percentage of capital commitments and/or invested capital in the Fund.
       Certain fees received by Goldfinch and its affiliates from portfolio companies of such Fund
       will offset the management fee pro rata by an amount equal to 80% of such fee.
       Management Fees are typically funded with capital contributions drawn for such purpose,
       but may also be funded with (or withheld from) proceeds from investments.

       Advisory Fee
       In other instances, Goldfinch, or its affiliates, receives an advisory fee (“Advisory Fee”)
       from the individual portfolio company in which a Fund invests. In these cases, the Advisory
       Fee is paid quarterly and is charged in lieu of a Management Fee to the Funds for certain
       limited partners. Some limited partners pay a Management Fee and an Advisory Fee.

       Carried Interest
       Goldfinch, or its affiliates, are entitled to receive performance-based compensation
       (“Carried Interest”) measured as a percentage of the profits of a Fund. Carried Interest is
       paid upon the disposition of a portfolio company and is subject to a catch up to Goldfinch
       and a preferred return to limited partners in each Fund. While it is expected that all Funds
       will include a Carried Interest allocation to a Goldfinch affiliate, not all Clients may have
       the same applicable Carried Interest percentage.

       Administration Fees
       In addition to the compensation mentioned above, Goldfinch, or its affiliates, in some
       instances are entitled to a one-time commitment fee (“Commitment Fee”) at the inception
       of the Fund. The Commitment Fee is paid at the Fund’s inception and is funded with capital
       contributions drawn for such purpose (which may in turn be invested in a Fund as a profits
       interest).

B.     How Fees Are Charged
See Item 5.A. above for an explanation of the frequency and manner in which fees are charged.
Notwithstanding the above, in all instances, fees to the Funds will be charged in a manner
consistent with the offering materials and governing documents of each Fund.

C.      Other Fees and Expenses
In general, Goldfinch pays its ordinary administrative and overhead expenses, incurred in
connection with managing, originating and monitoring investments, such as employee salaries,
rent and utilities.

In addition to the fees described above, unless paid for by the applicable current (or any future)
portfolio company of a Fund (as provided in the applicable Fund governing documents), the Funds
are subject to customary expenses associated with conducting a Fund’s investment program,
including, without limitation:

   (i)     all expenses, fees and costs of the Funds incurred in connection with the ongoing
           administration and operation of the Funds, including the identification, sourcing,
           diligence, research, negotiation, consummation, acquisition, purchase, holding,
           monitoring, managing, sale or proposed sale or other disposition of any Fund
           investments (including travel (including the use of first or business class), meals,
           lodging, entertainment and communications expenses, legal, compliance,
           administrative and accounting fees); maintaining the existence of the Fund; all
           professional fees incurred in connection with the business or management of the Fund,
           including legal, tax, auditing, accounting, consulting, bookkeeping, record-keeping and
           clerical services, including all unreimbursed third-party out-of-pocket costs and
           expenses of operating investors, independent directors, custodians, broker-dealers,
           paying agents, registrars, counsel, independent accountants, and others;

   (ii)    all expenses, fees and costs incurred in connection with the preparation of, or relating
           to, financial and tax reports made to the investors and portfolio valuations (including
           Schedule K-1s or similar tax schedules), including all audit fees, appraisal fees,
           brokerage commissions, banking and investment fees, printing, preparing and
           distributing the reports and other communications to investors, the advisory committee
           (as defined in the Fund’s governing documents) or government authorities, and costs
           incurred or paid by the tax Fund representative and the costs of any reporting software
           used by Goldfinch to prepare any such reports;

   (iii)   all expenses, fees and costs related to the Fund’s indemnification or contribution
           obligations to Goldfinch and its affiliates and the members of the advisory committee;

   (iv)    principal, interest on principal, fees, costs and any other obligations or expenses arising
           out of all permitted borrowings made by the Fund;

   (v)     the expenses, fees and costs of any litigation, director and officer liability or other
           insurance and indemnification or extraordinary expense or liability relating to the
           affairs of the Fund (including all amounts paid in connection with settlements,
           penalties, fines and judgments but excluding any indemnification claims that are finally
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Item 7: Types of Clients
Currently, Goldfinch provides investment advisory services to Clients which are structured as
private funds. In the future, Goldfinch may have additional Clients, including co-investment
vehicles.

Although Goldfinch does not impose a minimum dollar value of assets under management to
accept a Fund as a Client, Goldfinch does exercise discretion in setting a target amount to raise
when establishing a new pooled investment vehicle. In addition, Goldfinch may establish
minimum investment amounts for investors in the Funds. The offering materials and/or governing
documents of the Funds will provide additional information with respect to all of the foregoing for
each Fund.