GS Gamma Advisors LLC

Item 5 – Fees and Compensation

GS Gamma Management receives a management fee based upon a percentage of assets under
management (the “Management Fee”). The Management Fee is calculated monthly and is deducted
quarterly in arrears. GS Gamma Management may in its discretion reduce any withdrawal or redemption
proceeds payable to a withdrawing or redeeming Investor in the amount of the expense to the relevant
Fund of liquidating positions to fund the payment of such proceeds and refund such amount to the Fund.

In addition to the Management Fee, on the last business day of each calendar year, each Investor is subject
to a performance-based allocation to GS Gamma based upon a percentage of any net new profits then
attributable to such Investor investment in a Feeder Fund (“Incentive Allocation”). Please see Item 6 –
Performance-based Fees and Side-by-Side Management below for additional information.

Costs and expenses relating to each Feeder Fund’s organization and initial offering typically include, but
are not limited to, costs and expenses incurred by GS Gamma in connection with the formation and
structuring of the Feeder Fund and the Master Fund and the initial offering of Feeder Fund

interests/shares, prior to the commencement of the Feeder Fund’s investment strategy. Such costs and
expenses typically are paid to professional service providers, including attorneys, auditors, accountants,
administrators and other service providers, during the initial formation of a Feeder Fund.

Expenses borne by the Feeder Funds are typically set forth in their respective offering documents, and
generally include payment for the costs, expenses and liabilities relating to the Feeder Funds ongoing
operating and offering expenses, as well as their pro rata shares of the ongoing operating expenses of the
Master Fund, including but not limited to: the Management Fee, insurance and custody costs and
expenses, including costs of any liability insurance obtained on behalf of the Feeder Funds or the Master
Fund (including, without limitation, directors and officers insurance); accounting (including the cost of
accounting software packages), audit, tax preparation, and legal fees; fees of any administrator or
valuation agent; directors’ fees, costs and expenses (or other equivalent fees, costs and expenses) arising
out of or relating to the operations or activities of the Feeder Funds and the Master Fund (including
reimbursement of all out of pocket expenses such as travel, hotel and other expenses incurred by the
Directors in attending meetings of the directors or any shareholder meeting held in connection with the
business of the Feeder Funds or and the Master Fund); expenses related to the ongoing offering of the
Feeder Funds, including printing and mailing costs; regulatory and governmental filing fees; transaction
expenses, including brokerage commissions, bid-ask spreads, dealer mark-ups, expenses relating to short
sales, clearing and settlement charges, bank service fees, interest expenses, expenses related to the
purchase and sale of less liquid securities and all other expenses related to investment activities;
professional fees (including, without limitation, expenses of consultants and experts) related to
investments; fees and expenses for risk management services; costs of printing and mailing reports and
notices; corporate licensing; regulatory expenses (including filing fees) and tax (imposed on the Feeder
Funds or Master Fund as determined by GS Gamma), litigation, indemnification and extraordinary
expenses (if any).

In determining the amount of such ongoing operating and offering expenses, GS Gamma has calculated
and may in the future calculate expenses of a regular or recurring nature for any given period on an
estimated basis in advance, and has accrued and may in the future accrue the same in such manner as GS
Gamma deems appropriate over such period. The Funds do not pay GS Gamma’s overhead costs, such as
rent, salaries, bonuses, research or travel expenses, and normal software and technology expenses. Those
costs are borne by GS Gamma.

Please see Item 12 - Brokerage Practices below for additional information regarding brokerage fees.

GS Gamma and its supervised persons1 do not accept compensation for the sale of any Feeder Fund’s
interests.

In its discretion, GS Gamma Management has reduced or waived, and in the future may reduce or waive
the Management Fee and/or the Incentive Allocation with respect to an Investor.

GS Gamma has, and from time to time will, enter into an agreement with an Investor, without the
approval of any other Investor, that provides for terms that are different from those described in the
pertinent offering documents (“side letters”). As a general matter, GS Gamma owes certain fiduciary
duties to the Funds, which require that GS Gamma act in good faith and in what GS Gamma considers to
be in the best interests of the Funds. In doing so, GS Gamma also will endeavor to act in a manner that
ensures the fair treatment of the Fund’s Investors. In exercising discretion in causing the Fund to enter

  Supervised person means an officer, partner or director (or people performing similar functions or occupying a similar role), or employees, or others who
provide investment advice on behalf of GS Gamma.

into a side letter, GS Gamma will disclose any material terms of such side letter (i.e., any terms or
combination of terms that could disadvantage another Investor) to other Investors as appropriate.
Otherwise, absent an agreement to the contrary, GS Gamma has and, in the future may, but generally is
not required to, disclose the existence or terms of any such side letters to any other Investor. The types of
Investors who receive preferential treatment, or have the right to receive preferential treatment, include,
but are not limited to: cornerstone or seed Investors or Investors of other strategic importance to the Fund;
...

Item 7 – Types of Clients

As previously noted under Item 4 – Advisory Business, the Funds are private investment funds and are
GS Gamma’s only Clients. The Feeder Funds are offered to investors who are qualified purchasers and
accredited investors or non-U.S. persons, including high net worth individuals, banks, thrift institutions,
trusts, estates, charitable organizations, pension funds, sovereign wealth funds, endowments and other
corporations.

The minimum initial investment into a Feeder Fund is $3,000,000, and the minimum additional
investment increment is $1,000,000. GS Gamma or an affiliate has, and in the future may, in its
discretion, accept smaller investments.