May River Capital LLC

Item 5 – Fees and Compensation

May River and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. The Funds
are also responsible for bearing certain expenses as detailed below and in each Fund’s Governing
Documents. The following is a general description of fees, compensation and expenses for each Fund.
Differences in fees and expenses exist between Funds, and certain Funds are not charged certain fees,
compensation or expenses that other Funds are charged. In addition, the General Partner and/or
Manager of each relevant Fund is permitted, in its sole discretion, to waive or reduce an investor’s
management fee or carried interest allocation. Investors should refer to the Governing Documents
of the applicable Fund for a complete understanding of how May River is compensated for its advisory
services. The information contained herein is a summary only and is qualified in its entirety by such
documents.

Management Fees

May River charges a management fee (the “Management Fee”) to investors in Fund I, Fund II and
Fund III. The Management Fee is generally 2% per annum, initially calculated based upon each non-
affiliated investor’s committed capital for the period of time during which the relevant Fund is making
investments; thereafter, the Management Fee is equal to a percentage of each non-affiliated investor’s
invested capital, subject to various other factors. Investors should review the Governing Documents
for more information as to how Management Fees are calculated, especially during the stepdown
period.

The amount of Management Fees generally will not correspond with fluctuations in the net asset value
of individual investments, aggregate investments in a portfolio company or of a Fund, including
following the stepdown date, and will not be reduced in connection with any write-downs, except in
the case of investments that have been permanently written down (and for some Funds, permanently
written down for U.S. federal income tax purposes). Permanent write-down determinations are made
in the discretion of the valuation committee in accordance with the relevant Governing Documents
and the Firm’s valuation policy. Except where the Governing Documents expressly provide to the
contrary, Management Fees will not be reduced (in whole or in part) in the case of partial distributions,
partial sales, reorganizations, restructurings, roll-over investments or similar transactions, in each case
in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. In addition, Management Fees generally
will not be reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs that occur partway through the relevant calculation period.
Further, where there has been a partial disposition (i.e., dividend recapitalizations) or permanent write-
down of a Fund’s investment and the fair market value of the investment following such event exceeds

the total amount of the Fund’s investment contributions relating to the investment, the Governing
Documents do not require Management Fees after the stepdown date to be reduced. In most
circumstances, the post step-down Management Fee base will include capitalized transaction-specific
fees and expenses of unrealized investments, including transaction fees charged by May River in
connection with the investment, which poses a conflict of interest in that such inclusion results in a
higher Management Fee than if such transaction fees were not capitalized into the asset base.

Investors participating in a subsequent closing after the initial closing of a Fund are responsible for
paying the Management Fee as of the date of the initial closing of such Fund, plus interest, as
applicable. Management Fees are payable during term extensions unless otherwise notified to
investors. Negotiated with Fund investors during the fundraising period of the applicable Fund,
Management Fees are not subject to negotiation thereafter.

Management Fees differ among Funds and among investors in the Funds. In particular, fees are
generally waived for May River employees (either as direct investors or through a General Partner)
and affiliates investing in a Fund (however in each case, such investors generally pay their pro rata
share of certain Fund expenses). For Fund II Executive Fund and Fund III Executive Fund, no
Management Fee is charged to investors with respect to committed or invested capital (but again, such
investors generally pay their pro rata share of certain expenses).

Management Fees are non-refundable and are generally paid on a quarterly basis in advance.
Management Fees are collected through a capital call, through a draw-down on the line of credit or
offset against a distribution to investors. The Funds are closed-ended investment vehicles intended
for a long-term investment. Accordingly, Management Fees are expected to be paid, except as
otherwise described in the relevant Governing Documents, and investors generally are not permitted
to withdraw or redeem interests in any Fund.

Management Fee Offset

With respect to Fund I, Fund II and Fund III, the Management Fee payable in any quarterly period
shall be reduced by, if applicable, (i) an amount equal to the aggregate amount of placement fees and
expenses paid by such Fund to third parties in connection with the organization or funding of the
applicable Fund and (ii) any organizational expenses paid or reimbursed in excess of an amount
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Item 7 – Types of Clients

May River provides investment advice to the Funds, each of which are exempt from registration under
the Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (“Investment Company Act”). The Funds generally limit their respective investors to (i)
“accredited investors” as defined in the Securities Act of 1933, as amended (the “Securities Act”), (ii)
“qualified purchasers” or “knowledgeable employees,” each as defined in the Investment Company
Act and (iii) “qualified clients”, as defined in the Advisers Act. Investors in the Funds must meet
certain suitability and net worth qualifications prior to making an investment in the Funds. The
Funds are not registered or required to be registered under the Investment Company Act; are not
made available to the general public; their securities are not registered or required to be registered
under the Securities Act; and interests in the Funds are privately placed to qualified investors.
Qualified investors include individuals or entities to which Fund interests are permitted to be sold,
which generally includes (i) in the United States, people or organizations who meet certain net worth,
income and/or financial sophistication requirements as described above or (ii) in other countries, as
permitted by the relevant securities laws in such jurisdiction and in compliance with any foreign
offering provisions applicable to May River and/or the Funds. Fund I, Fund II and Fund III typically
require capital commitments from each investor of at least $1 million in the case of an individual
investor and $5 million for an institutional investor, although commitments of less than these amounts
have been accepted in the discretion of the relevant Fund’s General Partner.

The investors participating in the Funds include high net worth individuals, other investment entities,
university endowments, family offices, trusts, fund of funds, charitable organizations or other
corporations or business entities and include, directly or indirectly, principals or other employees of
May River and its affiliates and members of their families, ERG members, portfolio company
employees, advisory committee members or other service providers retained by May River.

On occasion, May River offers co-investment opportunities for certain investors to invest alongside a
Fund in certain Fund portfolio companies. Opportunities to participate in co-investment transactions
arise when May River has the opportunity for an investment in an existing or prospective portfolio
company and determines that (i) an investment requires additional capital, (ii) all or a portion of the
opportunity is not required or able to be offered to a participating Fund, (iii) the portfolio company
would potentially benefit from the participation of specific co-investors, or (iv) the full investment
opportunity is not appropriate for a Fund, whether due to concentration restrictions contained in the

Fund’s Governing Documents or otherwise. Such co-investment determinations are based on the
provisions of the applicable Governing Documents, side letter agreements, agreements with lenders
and such other factors as May River will consider in its sole discretion, including those specified in its
policies on investment allocation and co-investments. Subject to any restrictions contained in the
Governing Documents of the relevant Fund or any side letter or other terms negotiated with respect
to such Fund, in general no investor has a right to participate in any co-investment opportunity.

While one or more investors in the Funds are on occasion invited to co-invest in a Fund’s portfolio
companies, May River is authorized in its sole discretion to offer any or all of a co-investment
opportunity to investors that are not investors in the Funds. Co-investment opportunities are made
available to select Fund investors and third parties, including, without limitation, management or
founders of the applicable portfolio company, strategic investors, lenders, deal sources (including
finders and consultants), other sponsors (including other private equity or venture capital firms),
service providers, ERG members, other persons or entities affiliated, associated or otherwise known
to May River or its personnel. Additionally, certain individuals who source transactions or provide
financing for a transaction have in the past and are expected in the future to negotiate co-investment
rights or co-investment priority rights as a component of their compensation or other arrangements
with the relevant Fund(s). In certain cases, determinations to allocate such amounts or investment
opportunities to vendors or service providers will be made prior to the determination of the availability
of opportunity for other co-investors, and as such generally will decrease the amount of co-investment
opportunities available. May River’s exercise of discretion in allocating co-investment opportunities
often will not always result in proportional allocations among such co-investors and such allocations
can be more or less advantageous to some co-investors relative to other co-investors. When the Firm
determines to offer a co-investment opportunity, it is possible that the size of the investment
opportunity otherwise available to a Fund will be less than it would otherwise have been without the
inclusion of such co-investors.

Although co-investments typically involve investment and disposal of interests in the applicable
portfolio company at substantially the same time and on substantially the same terms as a Fund making
the investment, co-investors are generally subject to different economic terms than the Fund.
However, from time to time, for strategic and other reasons, a co-investor or co-investment vehicle
purchases a portion of an investment from a Fund after such Fund has consummated its investment
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