The Gores Group LLC

Item 5. Fees and Compensation

Gores or its affiliates generally receive Management Fees and Incentive Allocations (each as defined below)
or similar performance-based remuneration from a Partnership. A Partnership, and/or its portfolio
companies also typically reimburse Gores and its affiliates for certain expenses and/or make other
payments to Gores or its affiliates for services provided to the Partnership and/or its portfolio companies
which, in certain circumstances, reduce the Management Fees payable to Gores. Additionally, consistent
with the Governing Documents of a Partnership, the Partnership typically bears certain out-of-pocket
expenses incurred by Gores in connection with the services provided to the Partnership and/or the portfolio
companies. Details about such fees and expenses are contained in the Governing Documents of a
Partnership. Further details about certain common fees and expenses are set forth below.

Management Fees

We receive compensation in the form of management fees charged to the applicable Partnership based on
a percentage of the total capital commitments to such Partnership (“Management Fees”). Management
Fees may be reduced during the life of a Partnership. Management Fees paid by a Partnership may also be
reduced by other fees or compensation received by Gores or its affiliates that relate to such Partnership’s
activities and investments, or by certain excess organizational or other expenses borne by such Partnership,
as described in more detail below. Management Fees paid by a Partnership are indirectly borne by investors
in such Partnership. Management Fees are deducted directly from the account of each Partnership
quarterly in advance. Unless otherwise agreed with a Partnership’s investors, Management Fees will
continue to be payable until the Partnership completes winding up, as set forth in the applicable Governing
Documents.

On a date specified in the Governing Documents (the “Stepdown Date”), the basis for calculating
Management Fees customarily changes and, after the Stepdown Date, Management Fees are generally
calculated based on the amount of invested capital associated with the Partnership’s aggregate
investment(s) in portfolio companies that are not, among other things, written down or written off in their
entirety (such investments, “Impaired Investments”) or with respect to which a Partnership has completely
disposed of its interest (each a “Disposition”), as defined in the applicable Governing Documents. The
precise amount of, and the manner and calculation of, the Management Fees for each Partnership,
including the application of the Stepdown Date and the treatment of Impaired Investments are set forth in
such Partnership’s Governing Documents received by each investor prior to investment in such Partnership.
Because Management Fees are calculated based on invested capital following the Stepdown Date, the
governing documents do not require any reduction or refund of Management Fees following any dividend,
distribution (including those arising from dividend recapitalizations), reorganization, restructuring, roll-
over investment, or similar transactions where one or more other Partnership(s) exit their investment(s) in
the relevant portfolio company, where in whole or part, where the Partnership has not completely disposed
of its interest in the portfolio company, even if the value of the Partnership’s interest has been reduced

(including materially reduced) (each a “Recap Distribution”) or any decrease in value (whether temporary
or permanent), in each case except to the extent such events constitute a Disposition or Impaired
Investment. As a result, the Management Fees generally will not track changes in the fair value of any
individual investment or of a Partnership.

Other Fees (as defined below, and which include but are not limited to transaction fees) and other fees,
costs and expenses allocated to a portfolio company at the time of investment (collectively, “Capitalized
Costs”) are generally capitalized into the amount of invested capital with respect to such portfolio
company. Accordingly, where the Management Fee base post-Stepdown Date is based on invested capital,
such base will include the value of such Capitalized Costs, including such those payable or reimbursable to
Gores and its affiliates. This would increase the amount of Management Fees paid to Gores. Such increase
is in addition to the Other Fees paid to Gores and/or its affiliates.

The Governing Documents generally do not provide for the reimbursement or refund of Management Fees
in the event of Dispositions or Impaired Investments occurring mid–calculation period.

The precise amount of, and the manner and calculation of, the Management Fees for each Partnership are
established by Gores and are set forth in such Partnership’s Governing Documents received by each
investor prior to investment in such Partnership. The Management Fees and other fees and distributions
described herein are generally subject to modification, waiver or reduction by Gores in its sole discretion,
both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements,
which may not be disclosed to other investors in the same Partnership. The fee structures described herein
may be modified from time to time. Fees may differ from one Partnership to another, as well as among
investors in the same Partnership.

Certain investors in the Partnerships that are employees, former employees, business associates and other
“friends and family” of Gores or its personnel (including any related entity established by any of the
foregoing, such as trusts, charitable programs, endowments or related programs, family investment
vehicles and other estate planning vehicles) (collectively, “Gores Investors”) will not typically pay
Management Fees in connection with their investment in a Partnership. Notwithstanding that Gores
...

Item 7. Types of Clients

We currently provide investment supervisory services to the Partnerships, as described under “Advisory
Business” above. Investment advice is provided directly to the Partnerships (subject to the direction and
control of the General Partner of each such Partnership, as applicable) and not individually to investors in
such Partnership. Each Partnership operates as a private pooled investment vehicle. The minimum capital
commitment for a Limited Partner of a Partnership is outlined in such Partnership’s Governing Documents.
The General Partner of each Partnership has the ability, in its sole discretion, to permit investments below
the minimum amounts set forth in the Governing Documents of such Partnership.

In the applicable subscription documents, investors are required to make certain representations when
investing in a Partnership, which determines their suitability and eligibility to participate in such
Partnerships. Each investor is furnished with a copy of the Governing Documents for the applicable
Partnership.