Greenridge Equity Partners LLC

ITEM 5           FEES AND COMPENSATION
A. TYPES OF FEES
Generally, the Advisor is compensated for its advisory services to the Partnerships as described below.
Not all types of compensation apply to all Partnerships. Please refer to each Partnership’s respective
Governing Documents for more detailed information about the applicable fees, compensation, and
expenses.

    1. MANAGEMENT FEE
    Generally, as compensation for investment advisory services rendered to a Partnership, the
    Advisor receives an annual management fee that is typically calculated based on committed capital,
    remaining invested capital, fair market value or on a fixed-fee basis and paid quarterly in advance
    (the “Management Fee”). Management Fees paid by a Partnership are indirectly borne by the
    limited partners in the applicable Partnership.

    The precise amount, and the manner and calculation, of the Management Fee for each Partnership
    is established and is set forth in such Partnership’s Governing Documents. Fees may differ from
    one Partnership to another, as well as among limited partners in the same Partnership.

    A Partnership’s General Partner, in its sole discretion, can waive, reduce or alter the Management
    Fee as to all or any of the investors in a Partnership or agree with an investor to waive, reduce or
    alter the Management Fee as to that investor. In addition, the Advisor, its affiliates, and employees
    may invest in or alongside the Partnerships, and in connection with such investments, the
    Management Fee, carried interest, or other performance-based fees may be modified, substantially
    reduced, or waived.

    Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for a description
    of the Side Letter agreements (“Side Letters”) that our affiliated General Partners enter with certain
    investors in Partnerships that provide such investors with customized terms, including with respect
    to reduced Management Fees.

    2. CARRIED INTEREST
    As described in each Partnership’s Governing Documents, the General Partner is entitled to receive
    an incentive distribution or carried interest in an amount equal to a specified percentage for each
    Partnership. The specific percentage and amount of the incentive distribution or carried interest will
    vary depending on the terms arranged for each Partnership. Additionally, the General Partner, in
    its sole discretion, can waive, alter or reduce the carried interest or other performance-based
    compensation as to all or any of the investors in a Partnership or agree with an investor to waive,

   allocate or alter the carried interest or other performance-based compensation as to that investor.
   In addition, the Advisor, its affiliates, and employees may invest in or alongside the Partnerships,
   and in connection with such investments, the Management Fee, carried interest, or other
   performance-based fees may be modified, substantially reduced, or waived. See Item 6 –
   Performance-Based Fees and Side-By-Side Management for a detailed discussion.

B. FEE DEDUCTION
Management Fees are deducted quarterly in advance as set forth in each Partnership’s Governing
Documents. Carried interest is paid out in accordance with each Partnership’s Governing Documents.

C. OTHER COSTS AND EXPENSES

   1. ORGANIZATIONAL EXPENSES
   Pursuant to the terms of each Partnership’s Governing Documents, each Partnership will bear
   expenses incurred in connection with the organization and establishment of the Partnership and
   the General Partner, and the offering of the interests in the Partnership, including legal, accounting,
   capital raising, travel, lodging, meals, entertainment, printing, regulatory compliance and other
   organizational expenses, including the preparation and negotiations of its Partnership Agreement
   and any Side Letters or similar agreements, expenses incurred in connection with the most-favored
   nations process, agreements with placement agents and any other similar agreements, and out-of-
   pocket costs and expenses incurred by placement agents, finders or other persons performing
   similar services in connection with the foregoing, but not including any placement fees
   (“Organizational Expenses”).

   2. COSTS AND EXPENSES
   Pursuant to the terms of the Partnership’s Governing Documents, a Partnership shall pay or
   reimburse its General Partner, the Advisor or any person advancing payment of such expenses, all
   other fees, costs, expenses, liabilities and obligations of the Partnership or its portfolio companies
   incurred by the Partnership, its General Partner, the Advisor, or the principals, to the extent not
   reimbursed by a prospective or actual portfolio company or other third party, including but not
   limited to:

   (i)     all investment related expenses and other out-of-pocket expenses incurred in connection
           with the making, holding, management, sale or proposed sale of any Partnership
           investment (including, without limitation, due diligence expenses, amounts paid to
           operating partners for services, fees and expenses of lawyers, accountants, consultants
           and other professionals, private placement fees, brokerage fees, commissions, custody
           expenses and other similar expenses), and including any such expenses associated with
           proposed portfolio investments that are ultimately not made by the Partnership and
           regardless of whether such expenses were incurred first (or entirely) by the portfolio
           companies or by the Partnership, the General Partner, Advisor or the principals;

   (ii)    routine expenses of the Partnership, including legal, auditing, consulting and financing fees
           and expenses related to administration, reporting or accounting software, insurance, out-
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ITEM 7            TYPES OF CLIENTS
The Advisor provides investment advice to the Partnerships and other investment vehicles. Investors in the
Partnerships are required to represent that they meet the requirements of an “accredited investor” as
defined in Section 501(a) of Regulation D under the Securities Act, as amended; a “qualified client” under
Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and/or a “qualified
purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act, as amended.

The minimum required investment for each Partnership is provided in the Partnership’s Governing
Documents and varies from Partnership to Partnership. Each Partnership’s General Partner, in its sole
discretion, has the authority to waive such minimums.