Albion River Management LLC

ITEM 5: FEES AND COMPENSATION

Albion (or an affiliate or subsidiary) generally charges each Fund, and consequently the underlying
Investors, an annual management fee of between one percent (1.0%) and two percent (2.0%) of the total
capital contributions or assets of the Fund during such Fund’s investment period. Management fees are
generally payable quarterly in arrears to Albion by each Fund. Investors will generally not be eligible for
partial refunds in the case of early withdrawals, but specific details are set forth in each respective Client’s
Offering Documents.

Albion will generally offset the management fees paid by a Fund in the amount of consulting fees,
commitment fees, monitoring fees, director’s fees, break-up fees, success fees or other renumeration
(whether in the form of cash, securities or otherwise and net of any reimbursement of transaction or other
out-of-pocket expenses) paid to Albion (or its affiliates or subsidiaries (including, without limitation, the
Principal, but excluding any persons retained by Albion as operating executives)) for services rendered by
such persons in their respective capacities and to the extent related to the investment activities of the Fund.
If amounts to be applied to reduce the management fees in any period exceed the management fees payable
for such period, such excess will be applied to reduce the management fees payable in the next period and
each succeeding period thereafter until the full amount has been applied to offset the management fee. Any
such offsets will be conducted in the manner described in the applicable Fund’s Offering Documents.

Please refer to Item 6 below for a discussion of potential “performance-based fees” Albion may earn.

Generally, fees for advisory services are negotiable. The Adviser may waive or modify the management
fees and other “performance-based fees” for Investors that are members, employees or affiliates of the
Adviser, relatives of such persons, and for any other Investors, in its sole discretion.

Organizational Expenses

The Funds will bear, directly or through reimbursement of the Adviser (or its affiliates), all of the costs and
all out-of-pocket expenses associated with the organization of the Fund and the syndication of interests
therein, including, without limitation, offering, legal, compliance, accounting, travel, consulting and filing
expenses.(collectively, “Organizational Expenses”). All Organizational Expenses paid or reimbursed by

any Fund in excess of such Fund’s pro rata share of the cap on Organizational Expenses may result in an
offset against the management fee, as further described in the respective Fund’s Offering Documents.

Partnership Expenses

Each Fund will generally pay all expenses attributable such Fund’s activities and investments (“Partnership
Expenses”), including, but not limited to: (i) Organizational Expenses; (ii) legal, accounting, audit, financial
administration (including third-party administrators) custodial and other professional fees as well as
consulting fees relating to services rendered to such Fund; (iii) banking, brokerage, broken-deal, registration,
qualification, finders, depositary and similar fees or commissions; (iv) fees, due diligence costs and other
costs, expenses and liabilities incurred in identifying, evaluating, acquiring, holding, valuing, restructuring
and disposing of portfolio investments, including all fees and expenses of legal counsel and financial
advisers incurred in connection therewith, all fees, costs and expenses for research and subscription services
incurred in connection therewith, all travel costs and other transaction-related expenses; (v) transfer, capital
and other taxes, duties and costs incurred in acquiring, holding, selling or otherwise disposing of Partnership
assets; (vi) the fees and expenses of retaining any third party to manage, service or collect any portion of
such Fund’s assets or assets held by the Adviser’s affiliates (including the applicable general partner) for
the benefit of the Fund; (vii) insurance premiums, indemnifications, costs of litigation (whether actual,
threatened or otherwise anticipated), costs of mediation or other dispute resolution processes and other
extraordinary expenses; (viii) costs of financial statements and other reports to the Investors (including,
expenses associated with the preparation or distribution of Partnership-related or investment-related
financial statements, tax returns, tax estimates, Schedule K-1s, investor information portals or websites
through which such reports are distributed) as well as costs of all governmental returns, reports and other
filings, including Form PF; (ix) costs of meetings of the Investors (including the reasonable travel and other
out-of-pocket costs incurred by the Adviser and its affiliates in attending such meetings); (x) costs of the
advisory board (if applicable); (xi) interest expenses; (xii) financing and borrowing costs; (xiii) advertising
and public notice costs; (xiv) costs with respect to the dissolution, winding up, or termination of such Fund;
(xv) the Management Fee; (xvi) placement agent fees (provided that any placement agent fees will either
(A) reduce, on a dollar for dollar basis, the Management Fee otherwise payable to the Adviser or its affiliates,
or (B) be paid by the Adviser or its affiliates and not charged as an expense); and (xvii) any other expenses
not listed in the preceding clauses (i) through (xvi) that are not normal operating expenses of the Adviser
and/or its affiliates.

Except as set forth above, the Adviser and its affiliates (including, without limitation, the general partners
of the Funds) are responsible for their own day-to-day operating expenses, such as compensation of their
staff and the cost of office space, office equipment, communications, utilities and other normal overhead
expenses.
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ITEM 7: TYPES OF CLIENTS

As described in Item 4, Albion currently provides discretionary investment advisory services to its Funds,
which are generally organized as limited partnerships and limited liability companies under the laws of the
State of Delaware. Albion may provide investment advisory services to similarly organized Funds in the
future. Interests in the Funds are currently limited to highly sophisticated investors who are both
“accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”), and
“qualified purchasers” as defined in the Investment Company Act of 1940, as amended (the “Company
Act”). Accordingly, future Investors may include high net worth individuals and a variety of institutional
investors (e.g., trusts, employee benefit plans, endowments, foundations, corporations, and other types of
entities, including private funds of funds) meeting the terms of the exceptions and exemptions under which
the Funds operate. In addition, employees and other persons associated with Albion and/or its affiliates
may be Investors in the Funds. The Adviser and/or its affiliates retain absolute discretion to admit or deny
any potential Investor in any of the Funds.

Once an Investor has invested in a Fund, it generally will not be able to pledge, assign, sell, exchange, or
transfer its interest (or any portion thereof) in the Fund, and no assignee, purchaser or transferee may be
admitted as a substitute investor, except with the consent of Albion, which consent may be given or withheld
in its sole and absolute discretion.

Albion expects each Fund to qualify for exclusion from the definition of “investment company” under the
Company Act pursuant to either Section 3(c)(1) or Section 3(c)(7) thereunder, and to offer interests to
potential investors pursuant to Regulation D or Regulation S under the Securities Act.

This Brochure is designed solely to provide information about Albion and should not be considered
to be an offer of interests in any Fund or any future Client. Any such offer may be made only by
delivery to the prospective investor of the applicable Offering Documents. Investors considering an

investment in any Fund should consult with their own investment, tax and/or legal consultants prior
to investing.