Little River Capital Partners LP

FEES AND COMPENSATION

   A. Advisory Fees and Compensation.

        The fees applicable to each Fund will be set forth in detail in each Fund’s offering
documents. All fees for Managed Accounts will be subject to negotiation and established
pursuant to each Managed Account’s investment management agreement. For Managed
Accounts, the Firm typically charges a management fee based on a percentage of assets under
management and billed quarterly in arrears. The Firm also charges performance-based fees to
qualified clients in accordance with Rule 205-3 under the Investment Advisers Act of 1940, as
amended (“Advisers Act”).

   B. Payment of Fees.

        Fees and compensation paid to the Investment Adviser or its affiliates by the Clients
will generally be deducted from the assets of such Clients.

   C. Additional Fees and Expenses.

   In addition to fees discussed above, Managed Account Clients are responsible for paying
other fees associated with their account. These fees may include but are not limited to:

   •   mutual fund loads (if applicable);
   •   management fees for ETFs and mutual funds;
   •   custodial fees, brokerage commissions, transaction fees, and other maintenance fees
       charged by the custodian and/or executing broker;
   •   certain interest charges, including on margin borrowing and account-related loans; and
   •   accounting and legal fees including certain tax and audit fees

    In addition to the management fee discussed above, the Funds will bear their own expenses
and their pro rata share of any trading vehicle’s expenses, including the following: (i) the
Management Fee; (ii) expenses related to the research, due diligence and monitoring of actual
and prospective investments (whether or not consummated) and the consummation of
investments, including the following: third-party investment sourcing fees; fees and expenses
related to obtaining research and market data (including any information technology hardware,
software or other technology incorporated into the cost of obtaining such research and market
data, including expenses related to obtaining, processing and analysing “big data” or
“alternative data”); due diligence expenses including consulting and appraisal fees; travel
expenses; brokerage and prime brokerage fees, commissions and expenses; expenses relating
to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees;
interest expenses and fees related to financings or refinancings; fees and expenses of proxy
research and voting services; and fees and expenses of third-party professionals, including
consultants, investment bankers, attorneys and accountants; (iii) organizational and
reorganizational expenses; and (iv) operational expenses, including the following: fees and
expenses relating to information technology hardware, software or other technology (including
costs of software licensing, implementation, data management and recovery services and
custom development) used to research investments, evaluate and manage risk, facilitate
valuations, facilitate accounting functions, facilitate compliance with the rules of any self-
regulatory organization or applicable law (including reporting obligations), facilitate and

manage the order execution of Securities or otherwise manage the Fund or any trading vehicle,
such as Bloomberg terminals (to the extent not paid for using soft dollars), portfolio
management systems, risk management systems and order management systems; fees and
expenses of third-party risk management products, models and services; third-party
administrative fees and expenses; fees charged by the Investment Adviser or its affiliates to
provide administration services to the Fund or any trading vehicle, and expenses incurred
directly by the Fund or any trading vehicle or the Investment Adviser or its affiliates in
connection with the provision of administration services, including out-of-pocket expenses
(including travel, lodging and meal expenses), administrative overhead (including expenses
such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures
and equipment, employee benefits including insurance, payroll taxes and compensation of
personnel); fees and expenses of third-party professionals, including consultants, valuation
service providers, attorneys and accountants; the costs of any litigation or investigation
involving activities of the Fund or any trading vehicle; third-party audit and tax preparation
expenses; insurance expenses, including premiums for cybersecurity insurance and liability
insurance covering the General Partner, the Investment Adviser and the members, partners,
directors, managers, shareholders, officers, employees and agents of any of them; fees and
expenses (including director registration fees) of any trading vehicle’s directors and officers;
costs of preparing and distributing reports and notices; taxes; expenses incurred in connection
with negotiating and complying with provisions of any Side Letter Agreement; fees and
expenses related to compliance with the rules of any self-regulatory organization or applicable
law in connection with the activities of the Fund or any trading vehicle, including any
governmental, regulatory, licensing, filing or registration fees or taxes (including fees and
expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings,
Section 16 filings and other similar regulatory filings); expenses incurred in connection with
the offering and sale of the Interests and other similar expenses related to the Fund (excluding
fees payable to any placement agent); extraordinary expenses, including the following:
indemnification expenses; fees and expenses incurred in connection with any tax audit by any
taxing authority, including any related administrative settlement and judicial review; and fees
...

TYPES OF CLIENTS

As disclosed in Item 4, the Firm serves as the investment adviser to Funds and Managed
Accounts. The Managed Account Clients are generally institutional clients, however the Firm
does provide customized and individualized investment advice to certain natural person
Managed Account Clients. With respect to institutional Managed Account Clients, the Firm
generally requires such client to maintain a minimum of $10 million under management with
the Firm. With respect to customized and individualized investment advisory services to natural
person Managed Account Clients, the Firm generally requires such Client to maintain a
minimum of $500,000 under management with the Firm. Generally, the minimum initial
investment for the Funds is $500,000. However, LRCP may waive these minimums in its sole
discretion. The Firm may decline to accept the subscription of any prospective investor.