Guild Capital Management LLC

ITEM 5: FEES AND COMPENSATION

Fees

        Guild does not charge or receive management fees from the SPVs. As compensation for
the investment advisory services Guild provides to the SPVs, certain affiliates of Guild receive an
incentive allocation when distributions are made to investors. Interests in the SPVs are separated
into Class B interests held by investors in the SPV and Class A interests held by certain affiliates
of Guild (typically, the Guild Capital Entities, as defined in “Item 10: Other Financial Industry
Activities and Affiliations” below) or a Guild employee. Distributions from proceeds paid to or
otherwise received by the SPV in respect of the Portfolio Company’s securities are first paid to
investors holding Class B interests until such investors have been paid an amount equal to their
aggregate capital contribution to the SPV. After repayment to the holders of Class B interests, 1/3
of the remaining proceeds are paid to the holders of Class A interests pro rata based on each such
holder’s respective percentage interest in the SPV and the remainder is paid to the holders of Class
A interests pro rata based on each such investor’s respective percentage interest in the SPV.

        Incentive allocation is typically not negotiable, however Guild may, in its sole discretion,
elect to waive or modify any compensation payable.

Other Fees and Expenses

         Upon disposition of a profitable investment, SPVs will reimburse Guild for, and thus SPV
investors will ultimately bear, certain fees and expenses specified in the SPV’s Governing
Documents. A SPV is typically responsible for all organizational and offering expenses of the
SPV and other expenses attributable to the activities of the SPV, including, but not limited to (i)
attorneys’ and accountants’ fees and disbursements on behalf of the SPV; (ii) insurance, regulatory
or litigation expenses (and damages); (iii) expenses incurred in connection with the winding up or
liquidation of the SPV; (iv) expenses incurred in connection with any amendments to the
constituent documents of the SPV and related entities, and in connection with any agreements
between the SPV, Guild and/or third parties; and (v) expenses incurred in connection with
distributions to the investors. SPV expenses may be paid out of proceeds to the SPV from
investment proceeds or proceeds from any Portfolio Company securities, or from other assets of
the SPV.

       Portfolio Companies also provide de minimis compensation to Guild through board fees,
to cover travel and other expenses incurred in service of the Portfolio Companies, and through
reimbursement for a portion of deal execution costs in connection with an investment in the SPV,
This compensation reduces, on a dollar-for-dollar basis, any expenses borne by the applicable SPV.

       Guild bears its own overhead expenses.

ITEM 7: TYPES OF CLIENTS

       Guild provides investment advice to the SPVs. Investment advice is provided directly to
the SPVs and not individually to the investors.

        Investors in the SPVs may include, but are not limited to, individuals, high net worth
individuals, pooled investment vehicles, trusts, estates or charitable organizations, and other
corporations or business entities. Details concerning applicable investor suitability criteria are set
forth in each SPV’s Governing Documents and subscription materials. The SPVs limit investors
to U.S. persons and non-U.S. persons who are “accredited investors” as defined in the Securities
Act of 1933, as amended. The SPVs do not strictly require a minimum initial investment, but
investments less than $5,000 are very rare.