ELDA River Capital Management LLC

ITEM 5         FEES AND COMPENSATION

        Elda River typically receives a management fee (the “Management Fee”) and a carried
interest in connection with advisory services provided to its Clients. In lieu of carried interest, an
Adviser or the General Partner is permitted to receive an incentive allocation. Subject to the
Governing Documents of the relevant Client, certain investors do not pay a Management Fee,
carried interest and/or incentive allocation, or pay reduced amounts of a Management Fee, carried
interest and/or incentive allocation. The Advisers, General Partners or other Elda River entities are
permitted to receive additional compensation in connection with management and other services
performed for portfolio companies of their Clients and, to the extent set forth in the Governing
Documents, such additional compensation will offset, in whole or in part, or otherwise reduce the
Management Fees otherwise payable to Elda River. Investors also bear certain expenses with
respect to the Clients, as set forth in the applicable Governing Documents and/or this Brochure.

Management Fees

         Management Fees generally are treated as Client expenses, can be paid out of the current
income and disposition proceeds of a Client and, in the relevant Adviser’s sole discretion, from
drawdowns that will reduce unfunded capital commitments made by the relevant Client’s investors
(collectively, “Commitments”). Generally, investors are assessed the Management Fee on a
monthly basis, payable quarterly either in advance or in arrears. The Clients generally bear
Management Fees in an amount up to two percent (2.00%) per annum, as set forth in the Governing
Documents of the relevant Client and generally will be charged based on either (i) the amount of
Commitments to or by such Client, (ii) the amount of Commitments drawn down and invested on
behalf of the relevant Client (“Invested Capital”), or (iii) the amount of invested or contractually
committed to be invested by such Client (including, where applicable, a Fund borrowing
component (including interest expenses)) (“Committed Capital”). Investors participating in a
closing after the initial closing of a Fund generally will bear the Management Fee from the initial
closing date in addition to an interest component payable to Elda River. Subject to the terms of the
Governing Documents of the relevant Client, certain Clients’ Management Fees will be calculated
(x) initially based upon aggregated Commitments or a combination of aggregated Commitments
and Invested Capital and, (y) upon a date specified in the Governing Documents (such date, the
“Stepdown Date”), based upon Invested Capital or Committed Capital (such Clients, the
“Stepdown Clients”). Invested Capital and Committed Capital for purposes of calculating

Management Fees shall be reduced by permanent write-offs and distributions constituting returns
of capital. Subject to the applicable Governing Document(s), Elda River is permitted to reduce or
waive the Management Fee with respect to an investor in its sole discretion. The Management Fee
will be payable until proceeds from all portfolio investments are distributed or until Elda River’s
relationship with the relevant Client is terminated for other reasons (as described in the Governing
Documents). Installments of the Management Fee payable for any period other than a full thirty-
day period are adjusted on a pro rata basis according to the actual number of days in such period.
As a general matter, Management Fees will be payable during term extensions unless otherwise
agreed with investors.

        The Governing Documents provide that a Client’s Management Fees will be calculated
and charged on a basis that generally is not tied to a Client’s then-current net asset value. As
described above and as further specified in the Governing Documents, with respect to Stepdown
Clients, from the effective date of the relevant Stepdown Client until the Stepdown Date,
Management Fees generally will be charged based on a formula tied to the amount of the relevant
Stepdown Client’s aggregate Commitments. However, after the Stepdown Date, Management
Fees generally will be charged and calculated based on a formula tied to Invested Capital or
Committed Capital, in each case, with respect to such Stepdown Client’s investments that have
not been realized or completely written-off for United States federal income tax purposes (such
investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their
respective Governing Documents, in the event where more than one Client participates in an
investment, there is the possibility that an investment will become an Impaired Value Investment
for purposes of one Client’s Governing Documents but not those of one or more other Clients.

        Under the Governing Documents of Stepdown Clients, where the fair market value of an
investment exceeds the total amount of investment contributions relating to such investment, post-
Stepdown Date Management Fees will not be calculated based upon such appreciated value and
will instead continue to be calculated based on the amount of applicable investment contributions.
Conversely, the Governing Documents of certain Stepdown Clients do not require Management
Fees to be reduced or refunded following the occurrence of a writedown, decrease (including a
significant decrease) in fair value or other event not constituting a complete realization, such as a
partial sale or disposition, reorganization, recapitalization (including, without limitation,
recapitalizations involving dividends), roll-over investment in connection with a sale or dividend
distribution, except in the case of investments meeting the relevant Impaired Value Investment
standard under the relevant Governing Documents. For the avoidance of doubt, following the
Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total
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ITEM 7         TYPES OF CLIENTS

        Elda River provides investment advice to its Clients (i.e., the Funds, SMAs and institutional
investors) and references throughout this Brochure to “Clients” or “Funds” and to Elda River’s
related duties to and practices on behalf of the Clients and Funds should be construed accordingly.
The Funds are investment partnerships and/or limited liability companies or other investment
entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). Elda River does
not provide investment advice directly to investors in the Funds on an individual basis.

        The investors in the Funds and SMAs and Elda River’s other Clients generally include
individuals, banks or thrift institutions, other investment entities, university endowments,
sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates or
charitable organizations or other corporations or business entities and often include, directly or
indirectly, principals or other personnel of Elda River and its affiliates and members of their
families, Operating Partners or other Service Providers or other relationships retained by Elda
River or a Client, as well as executives of portfolio companies.

        Interests are offered and sold generally to investors that are (a) “accredited investors,” as
defined under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and
(b) either (i) both “qualified clients,” as defined under the Advisers Act, and “qualified
purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act, or (ii)
“knowledgeable employees,” as defined in Rule 3c-5 under the Investment Company Act.

        Generally, each Client requires a minimum Commitment of $5 million, but such amount
has been, and, in the future, expect to be, reduced with the prior agreement of an Adviser, subject
to applicable legal requirements.