Madison River Capital LLC

Item	5:	       Fees	and	Compensation
Management	Fees	and	Carried	Interest

Each Client generally pays MRC an annual management fee (a “Management Fee”) in exchange for
investment advisory services as set forth in more detail in such Client’s Governing Documents.

      The Fund pays MRC a management fee equal to a fixed percentage of the Fund’s total capital
       commitments until the earlier of (i) expiration of the Fund’s investment period, or (ii) the

          date MRC begins to accrue management fees on a successor Fund with aggregate capital
          commitments in excess of a specified amount. Thereafter, the management fee will equal a
          lower fixed percentage of the Fund’s committed capital (less any capital committed to
          realized investments or investments that have been written down).

         With respect to the Legacy Portfolio, JRC pays MRC a fixed Management Fee per annum, less
          any Management Fees that MRC receives in respect of a JRC investment in the Fund.

         The manager of the Sub-Advised Funds pays MRC a quarterly consultant fee equal to 50% of
          the management fee that investment manager receives from one of the Sub-Advised Funds
          with respect to the investments that MRC sub-advises and a performance fee.

In addition to the Management Fees described above, affiliates of MRC and its employees are also
entitled, directly or indirectly, to receive a carried interest allocation from each Client after certain
performance hurdles have been met (a “Carried Interest”), as further described in the applicable
Governing Documents. Such carried interest represents a portion of each Client’s net investment
profits.

The Management Fee and Carried Interest paid by the Fund are generally subject to waiver or
reduction by the general partner with respect to some or all of the Fund’s investors, as further
described in the Fund’s Governing Documents.

Organizational	and	Operating	Expenses

The	Fund

The Fund bears all costs and expenses incurred in connection with the organization of the Fund and
general partner entities, and, as applicable, MRC and its respective affiliates (including, without
limitation, any holding vehicles of any of the foregoing), including third party legal and accounting
fees, printing costs, travel (at rates not exceeding a first-class equivalent fare) and out-of-pocket
expenses, and all costs and expenses incurred in connection with the offering of interest in the Fund
(but excluding any placement fees); provided that organizational expenses payable by the Fund is
subject to caps, as set forth in the applicable Fund Governing Documents. Organizational expenses
in excess of such caps and any placement fees are paid by the Fund but borne by MRC through a 100%
offset against the Management Fee.

The Fund is also responsible for all expenses relating to its own operations (“Fund Expenses”),
including, without limitation,

    (a)      organizational expenses (subject to the caps referred to above);

    (b)      the Management Fee;

    (c)      all expenses relating to the organization, operations and maintenance of any feeder
             vehicle;

    (d)      all fees, costs and expenses and liabilities directly related to investments (including
             follow-on investments) or prospective investments, including legal, accounting,
             consulting, investment banking and other professional costs, fees, costs and expenses
             related to the discovery, identification, evaluation, execution, acquisition, settlement,

      purchase, holding, development, management, monitoring, maintaining, improving,
      financing, refinancing, and sale of investments, including, without limitation, travel (at
      rates not exceeding a first-class equivalent fare), accommodation, meal and hospitality
      expenses related to such investments or prospective investments, syndication fees, bank
      charges, underwriting commissions and discounts, information services, closing and
      execution costs, sales commissions, finders’ and brokers’ fees, appraisal fees, expenses
      and taxes, custody fees, expenses related to structuring and maintaining investment
      vehicles, including the organization and operation of any alternative investment vehicle
      or subsidiary investment vehicle, and any withholding, transfer or other taxes imposed
      on the Fund (except as otherwise set forth in the applicable Fund Governing Documents);

(e)   principal, interest, fees, costs and expenses and other amounts payable relating to
      financings (including related legal expenses) made or entered into by the Fund or other
      obligors thereunder, including, but not limited to, the arranging thereof and related legal
      expenses, all fees, costs and expenses of any loan servicers and other service providers
      and of any custodians, lenders, investment banks and other financing sources and all fees,
      costs and expenses related to any financing, hedging, swaps (or other derivatives), ratings,
      securitization or capitalization;

(f)   fees, costs and expenses relating to third-party services, including custody, legal,
      accounting, storage, consulting (including providing services related to environmental,
      social and governance (“ESG”) investment considerations and policies), investment
      banking, administrative, tax, audit (including with respect to any additional auditing
      required under the EU Alternative Investment Fund Managers Directive (“AIFMD”)),
      depositary, safekeeping and other professional costs and expenses, including those
      provided by affiliates of MRC;

(g)   all fees, costs and expenses associated with Fund-related reporting obligations and any
      Fund-related statements, notices, any Freedom of Information Act or Open Records
      statute (or similar) responses or other communications, including all internal and third-
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Item	7:	        Types	of	Clients
As of the date hereof, MRC’s only clients are the Fund, JRC and the Sub-Advised Funds. The investors
in the Fund generally include family offices, high net worth individuals, U.S. and non-U.S. institutional
investors, fund of funds, endowments, foundations, public and private pension funds.