High River Resources Management LLC

Item 5 – Fees and Compensation

The Manager or its affiliates generally receive Management Fees and Carried Interest allocations or
similar performance-based remuneration from the Fund, other than with respect to certain parties
affiliated with the Manager or its related persons. Additionally, consistent with the Organizational
Documents of the Fund, the Fund typically bears certain out-of-pocket expenses incurred by the
Fund and the Manager or its affiliates, including the affiliated operator HRRO, in connection with the
services provided to the Fund. These expenses are typically reimbursed to the Manager or the
affiliate.

Fees & Fee Income Reduction

The Fund’s investors pay a “Management Fee” ranging from 1.5%-2.0% of the aggregate capital
commitments or, following the termination of the Fund’s investment period, of net invested capital
of the investors in the Fund. Management fees are allocated annually in arrears and payable
quarterly in advance to Manager. Management fees are typically reduced by certain “Fee Income”
received by the Manager or General Partner or affiliates when the income is related to Investments,
such as directors’ fees or monitoring fees received by an employee of the Manager.

HRRO similarly collects remuneration from the Fund for services rendered pursuant to the
Operating Agreement; however, the amounts the Fund pays to compensate HRRO for such services
do not operate to reduce the Management Fee.

Certain parties affiliated with High River or its related persons are not subject to Management Fees
or may pay a reduced Management Fee. Management Fees may be waived or reduced for any
investor, at the General Partner’s discretion and in accordance with the Organizational Documents.

“Carried Interest” is paid to an affiliate of the General Partner (the “Special LP”) based upon the
profits of the Fund’s realized investments subject to a clawback by the Fund. Carried interest is
allocated and paid pursuant to a distribution waterfall, typically after investors have received a return
of capital, fees and expenses, and a preferred return. The existence of the Special LP’s Carried
Interest allocation creates an incentive for the General Partner to make more speculative investments
on behalf of Fund than it would otherwise make in the absence of such Carried Interest.

While High River has not offered any Co-Investment Opportunities (as defined below) as of the

date of this Brochure, any management fees and carried interest received by the General Partner,
the Manager, the Special LP or their affiliates in respect of or related to co-investment opportunities
would not apply towards the aforementioned offset or fee reduction provisions.

Neither the Manager nor any of its related persons or affiliates receive commission or transaction-
based compensation related to the sale of securities sold to the Fund.

Expenses

The Fund is responsible for the general and administrative costs of the General Partner as it relates
to the management of the Fund’s Investments. This typically does not include the Manager or the
GP’s ordinary, ongoing administrative and overhead expenses such as the salaries, other
compensation, and the costs of providing benefits, rent, utilities and the cost of office equipment.
Expenses paid by HRRO related to its operating services will typically also be the responsibility of
the Fund.

Co-Investment Vehicle Expenses

Though no Co-Investment Opportunity has been made available to date, the Fund may be presented
with opportunities to participate in Investments that, in the opinion of the General Partner, require
capital in excess of what the General Partner determines is appropriate for the Fund to invest in a
particular Investment (each, a “Co-Investment Opportunity”). The General Partner may direct the
Co-Investment Opportunity to such persons as the General Partner may determine, in its sole
discretion, including to those Limited Partners that have previously expressed an interest in
investing in Co-Investment Opportunities and one or in certain cases, a co-investment vehicle, or
other similar vehicle established to facilitate the investment by investors to invest alongside the
Fund, may be formed in connection with the consummation of a transaction. In the event a co-
investment vehicle is created, the investors in such co-investment vehicle will typically bear all
expenses related to its organization and formation and other expenses incurred solely for the benefit
of the co-investment vehicle. The co-investment vehicle will generally bear its pro rata portion of
expenses incurred in the making of an Investment.

If a proposed transaction is not consummated and no co-investment vehicle is formed, the full
amount of any expenses relating to such proposed, but unconsummated transaction, such as broken
deal expenses and reverse break-up or termination fees (“broken deal costs”) that are not borne by
actual or prospective co-investors would be borne by the Fund.

Allocation of Expenses

Organizational and operational expenses of the Fund are allocated to the Fund and investors as set
forth in the Organizational Documents of the Fund. Occasionally, High River will be required to
decide whether certain fees, costs and expenses should be borne by the Fund on one hand, or the
Manager or the General Partner on the other hand, and/or whether certain fees, costs and expenses
should be allocated between the Fund and other parties such as a parallel fund or co-investor. The
Manager expects that expenses that relate specifically to Investments are charged wholly to the Fund

and any co-investment vehicles or parallel funds which were formed to participate in that
Investment. Certain expenses, to the extent they relate to other entities, will be allocated between
the Fund and such other entities pro rata based on capital committed, invested capital, or other
operational and/or asset-related metrics determined by the Manager in good faith.
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Item 7 – Types of Clients

The Manager provides discretionary management and advisory services directly to the Fund, which
is a pooled investment vehicle exempt from registration under the Investment Company Act, subject
to the direction and control of the General Partner of each Fund, and not individually to the Limited
Partners. Investors in the Funds may include, but are not limited to, pension plans, endowments,
foundations, pooled investment vehicles (e.g., funds-of-funds), trusts, estates or charitable
organizations, high net worth individuals, accredited investors and corporate or business entities.

Limited partnership interests in the Fund are expected to be offered only to a limited number of
qualified investors that are (i) “accredited investors” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended, and (ii) “qualified purchasers” as defined
in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.

The minimum commitment for a Limited Partner is outlined in the Organizational Documents;
however, the General Partner maintains discretion to accept less than the minimum investment
threshold.