Greenbelt Capital Management LP

Item 5. Fees and Compensation
Specific management fee terms differ among the Clients, and any descriptions included herein are
intended as a general summary that is subject to the governing documents applicable for each
Client.

As of the date hereof, Greenbelt generally earns management fees for its advisory services to
Clients as follows:

    •   Management fees are paid quarterly in advance (per the dates set forth in the governing
        documents applicable to the respective entity, generally each January 1, April 1, July 1 and
        October 1).
    •   A Client’s management fees are calculated and charged on a basis that generally is not tied
        to such Client’s then-current net asset value. During the investment period of a Client, the
        management fees are generally an annual fee equal to a percentage of the aggregate amount
        of such Client’s investors’ capital commitments as of the first day of the period in respect
        of which the management fees are then being paid, unless otherwise reduced under the
        terms of the respective Client’s applicable governing documents (including via side
        letters). Certain Clients may in the future have a different calculation for management fees
        during the investment period. Certain Clients that do not have an investment period
        generally charge fees in the same manner as management fees are calculated post-
        investment period, noted below. As of the date of this brochure, the maximum capital
        commitment-based fee is based on a rate of 2.00% per year.
    •   After the expiration of the investment period of a Client (the “Stepdown Date”), the
        management fees are expected to be an annual fee generally equal to a percentage of
        invested capital, as more specifically set forth in each respective Client’s governing
        documents (including via side letters), which is generally calculated based on an amount
        equal to the sum of (x) aggregate amount of unrecouped bridge financing contributions,
        capital contributed (or expected to be contributed) with respect to portfolio investments
        that have not been disposed of or completely written-off for U.S. federal income tax
        purposes (such investments, “Impaired Value Investments”) on the date such management
        fee period begins, subject to certain adjustments specific to each Client’s governing
        documents. As of the date of this brochure, the maximum post-commitment period fee is
        based on a rate of 2.00% per year.
    •   As a result, the amount of management fees generally will not correspond with fluctuations
        in the net asset value of individual investments of a Client, including following the relevant

    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 where
    the governing documents expressly provide to the contrary, management fees will not be
    reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g.,
    those resulting from a dividend or recapitalization) 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 Client’s interest
    therein, and even in cases where the value of the Client’s investment or the Client’s
    ownership percentage in such investment has been reduced (including substantially
    reduced) as a result of such transaction. Due to differences in the criteria set forth in their
    respective governing documents, in the event where more than one Client participates in
    an investment, there is the possibility that an investment will become an Impaired Value
    Investment for purposes of one Client’s governing documents but not those of one or more
    other Clients.
•   The management fees generally commence accruing as of the relevant Client’s initial
    closing date (or a later date at the discretion of Greenbelt) and terminate at the final
    distribution of each Client’s assets (unless terminated earlier in accordance with each
    entity’s operative document, or at the sole discretion of Greenbelt). Generally, and unless
    explicitly stated otherwise in the operative documents of a Client, management fees are
    calculated at the beginning of each quarterly period, without adjustment for any activity
    occurring during such quarterly period. Management fees are paid by the applicable Client
    to Greenbelt.
•   Installments of any management fee payable for any period other than a full three-month
    period shall be adjusted on a pro rata basis according to the actual number of days in such
    period.
•   During the fundraise period of a Client, if an additional limited partner is admitted to the
    Client or an existing limited partner increases its capital commitment at a subsequent
    closing of such Client, such limited partner is obligated to pay to the Client or Greenbelt,
    as the case may be, on the date of such subsequent closing (or such later date as determined
    by the general partner of such Client), a retroactive management fee. The retroactive
    management fee is calculated from the date management fees were first charged to such
    Client through the subsequent closing payment date applicable to such subsequent closing
    limited partner, plus an interest payment determined by Greenbelt or the Client’s general
    partner in accordance with the terms of the governing documents of the Client.
•   In many circumstances, the post-Stepdown Date management fee base will include
    capitalized transaction-specific fees and expenses of unrealized investments, including
    certain fees (such as Transaction Fees) and expenses paid to third parties, such as service
...

Item 7. Types of Clients
Greenbelt provides and expects to provide investment advisory and investment management
services to private pooled investment vehicles, certain special purpose vehicles and co-investment
vehicles, with current Clients described in Item 1. Greenbelt could and does also provide
investment advisory and investment management services to Clients that are not pooled investment
vehicles (“funds of one”) and which are generally considered separately managed accounts for
purposes of Form ADV. Investors in the Clients could include a variety of institutional and high
net worth investors, but investment in Clients is limited to investors that meet certain financial
sophistication requirements. The minimum capital commitment for an investor in a Client is
outlined in each respective Client’s governing documents or is otherwise determined on a case-by-
case basis. Generally, the minimum commitment for third party investors in each Client has been
set at $5,000,000; however, Greenbelt has the authority to deviate (and has deviated in the past)
from this minimum commitment.

In addition, Clients, Greenbelt or Client general partners or managing members could enter (and
have entered) into separate agreements, commonly referred to as “side letters”, with certain

investors, to waive or supplement certain terms, or allow such investors to invest on different terms
than those specifically described in the offering documents. Side letters are confidential and not
shared with all investors.

Investors are required to make certain representations when investing in a Client, including but not
limited to representing that (i) they are acquiring an interest for their own account, (ii) they received
or had access to all information they deemed relevant to evaluate the merits and risks of the
prospective investment, and (iii) they have the ability to bear the economic risk of an investment in
the applicable Client.