Grey Rock Management Partners IV LLC

Item 5: Fees and Compensation
General

Grey Rock typically receives compensation from fees based on a percentage of capital under
management, carried interest distributions and certain other fees or expenses related to
transactions, all in accordance with the Governing Documents. Investors should review the
relevant Governing Documents to fully understand the total amount of fees to be paid by a Fund
and, indirectly, by its Investors. The General Partner of a particular Fund shall have discretion to
pay fees and expenses from (i) capital commitments; (ii) proceeds received in respect of any Fund
investment, or (iii) any other funds or other assets of the Fund (including proceeds) determined by
the General Partner to be available for such purpose.

For more specific information regarding fees, Investors should review the Governing Documents
for the Funds in which they have invested. See “Performance-Based Fees and Side-by-Side
Management” below for a further discussion of fees and the potential conflicts of interest they can
create. See the “Brokerage Practices” section below for additional information regarding
transaction costs.

Management Fees

As described in the applicable Fund’s Governing Documents, each Fund remits an investment
management fee to Grey Rock (the “Management Fees”), quarterly in advance equal to a
percentage of aggregate capital commitments during the investment period. Thereafter, through
the termination of the Fund, the annual Management Fees are equal to a percentage of the aggregate
capital contributions of all Investors in such Fund used to make investments that are not fully
realized. Management Fees will be reduced by a percentage of the amount of certain other fees
received by Grey Rock, as described in further detail below.

Grey Rock and its affiliates are not subject to the Management Fee. In addition, Grey Rock has
the right, at its sole discretion, to waive or reduce the Management Fee charged to certain affiliated,
large or strategic Investors. Neither Fund II-C nor Co-Invest are subject to a Management Fee.

Carried Interest

Under the terms of each Fund’s Governing Documents, the General Partner of such Fund is entitled
to receive “carried interest distributions” from the applicable Fund. The General Partner’s carried
interest distributions are subject to the obligation to return certain distributions pursuant to “claw
back” arrangements periodically and upon liquidation of the applicable Fund as provided in such
Fund’s Governing Documents. No entity is entitled to receive “carried interest distributions” from
Fund II-C or Co-Invest.

                            GREY ROCK INVESTMENT PARTNERS
                                Form ADV, Part 2A Brochure

Directors’ Fees, Advisory Fees and Ancillary Fees

Grey Rock may in the future be entitled to collect from or with respect to a Fund’s investments
certain directors’ fees, financial consulting fees, advisory fees and ancillary fees; provided that the
Management Fee payable by such Fund will be reduced by a percentage of any such fees as set
forth in the Governing Documents. If any such fees required to be credited against the Management
Fees for a particular Fund for any period exceed the Management Fees payable by such Fund for
such period, the amount of such excess will be carried forward and credited against the
Management Fees payable by such Fund for subsequent periods. Except as described above or in
the Governing Documents, Grey Rock does not collect any periodic monitoring, management or
similar fees from the Funds’ investments.

Overhead Expenses

Grey Rock pays all of its own ordinary administrative and overhead expenses, including office
space, office supplies and equipment and compensation and employee benefits for their employees.

Other Fund Expenses

The Funds pay, or generally reimburse Grey Rock for, other expenses of the Funds, as set forth in
applicable Governing Documents. Such expenses include, without limitation: (i) Management
Fees; (ii) organizational expenses; (iii) investment expenses (i.e., expenses that, in a General
Partner’s determination, are related to the investment of the Fund’s assets, whether or not such
investment was ultimately made, including, without limitation, commissions and sales charges,
due diligence (including related travel expenses), other consulting and professional fees relating
to particular investments and costs relating to production forecasting, database, engineering and
similar technical software to be used in connection with the Managers’ due diligence); (iv)
registration expenses; (v) consulting and risk management fees; (vi) legal, compliance and
administration, internal and external accounting, audit and tax preparation and insurance expenses;
(vii) litigation and settlement expenses; (viii) internal and external expenses incurred in connection
with the preparation or distribution of financial statements, tax returns, or other similar reports or
filings; (ix) taxes, fees and other governmental levies; (x) expenses in connection with the offer
and sale of limited partnership interests in the Funds; (xi) extraordinary expenses; (xii) the
overhead, administrative and employee expenses of any Fund special purpose vehicles; provided,
that employee expenses of employees who are also employees of Grey Rock will be apportioned
pro-rata (based on business hours spent) as determined by the General Partner in good faith; and
(xiii) expenses incurred in connection with any conference or meetings with Investors.

The Funds will not reimburse Grey Rock for organizational expenses in a combined aggregate
amount in excess of a certain dollar amount or any placement fees payable to a placement agent,
as set forth in applicable Governing Documents.

                          GREY ROCK INVESTMENT PARTNERS
                              Form ADV, Part 2A Brochure

Termination of Services
...

Item 7: Types of Clients
Grey Rock provides management and discretionary investment advisory services directly to the
Funds, subject to the direction and control of the General Partner of each Fund. In each case, Grey
Rock does not provide advisory services individually to the Investors. Investors in the Funds
include, but are not limited to, governmental or corporate pension funds, university or similar
endowments, funds of funds, other institutional investors, high net worth individuals and
foundations.

Funds IV-A, IV-B, IV-BH, and Co-Invest impose a minimum initial investment requirement of $1
million. Net Zero Fund I requires a minimum initial investment requirement of $10 million. Funds
V, V-B, and V-C impose a minimum initial investment requirement of $100,000. Other Funds do
not have a minimum investment requirement. However, Grey Rock may waive any such
requirement at its sole discretion. In addition, the Funds have entered into separate agreements,
commonly referred to as “side letters,” with certain Investors, to provide such Investors with
additional or different terms than those specifically described in the Governing Documents. These
side letters primarily relate to laws, policies and procedures applicable only to specific Investors
and not all Investors. However, under certain circumstances, these side letters could create
alternative fee arrangements or preferences or priorities for such Investors with respect to other
Investors.

Investors are typically required to meet certain suitability qualifications as described in the
applicable Fund’s Governing Documents, such as being an “accredited investor” within the
meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Investors will be
required to make certain representations when investing in a Fund, including, but not limited to,
that (i) they are acquiring an interest for their own account; (ii) they received or had access to all
information they deem relevant to evaluate the merits and risks of the prospective investment; and
that (iii) they have the ability to bear the economic risk of an investment in the Fund. Details
concerning applicable Investor suitability criteria are set forth in the respective Fund’s offering
documents and subscription materials, which are furnished to each prospective Investor.

                           GREY ROCK INVESTMENT PARTNERS
                               Form ADV, Part 2A Brochure