Off Road Capital Management LLC

Item 5 – Fees and Compensation
Fees
Investors in the Funds generally are charged a management fee (the “Management Fee”)
paid quarterly in advance on committed capital or contributed capital to ORCM and certain
Owners of the Managing Members, directly or indirectly through affiliates, as defined in
Item 4, at a rate ranging from 0.5% - 1.5% per annum, depending on the investors’
agreements with such Fund and the time such Management Fee is accrued. For some Funds,
the Management Fee may be waived for a specified period of time. For some Funds the
percentage amount of the Management Fee also will reduce after the investment period.

ORCM is permitted to exempt certain investors in the Funds from payment of all or a portion
of Management Fees. Exempt investors typically include, but are not limited to, particular
investors with a certain investment threshold, ORCM’ affiliates, the Principals, current or
former employees of ORCM, and current or former members of management of any current
or former portfolio company of any Fund, as well as family members of the foregoing
individuals, family investment, estate planning or charitable vehicles formed for the benefit
of any of the foregoing individuals, or entities owned by any one or more of the foregoing.
Such exemption from Management Fees may be made by a direct exemption, rebate of
Management Fees or otherwise. Additionally, to the extent permitted by the relevant Fund
documents, ORCM has the right to permit investors, affiliated with ORCM or otherwise, to
invest through the Managing Members or other vehicles that do not bear Management Fees.

Certain of the Funds’ or SMA’s investments may generate the opportunity for certain
persons or entities to co-invest in such investments alongside the Funds and/or SMAs.
ORCM may make these opportunities available to certain investors in its Funds or SMA
clients, however, it may also choose to offer some or all of any available co-investment
opportunity to persons it considers to be strategic investors, third-party sponsors,
consultants, advisors, lenders, or others.

The Funds may provide interim financing (whether in the form of debt or equity) in
connection with an investment in a portfolio company in order to facilitate or enhance the
value of an investment by the Fund (collectively, “Bridge Financing”). Any interest earned
or dividends paid to a Fund with respect to a Bridge Financing prior to such a sell-down or
redemption generally will be distributed to certain participating investors of such Fund.

The Funds generally invest on a long-term basis. Accordingly, Management Fees are
expected to be paid, except as otherwise described in the Funds’ agreements, over the term
of the Funds, and investors generally are not permitted to withdraw or redeem interests in
the Funds.

Off Road LP is a Fund of Funds that invests in certain ORCM Funds, among other
investments. When Off Road LP invests in Funds where ORCM is the investment manager,
ORCM waives the Management Fee of those underlying funds as the investor will be charged
a Management Fee by Off Road LP.

Advisory fees, performance compensation, and any related details such as fee
rates/amounts, billing frequency/timing, min/max fees, etc. related to SMA advisory
services will vary based on the services offered in connection with each SMA engagement
and will be set forth in an investment management agreement in connection with each SMA
engagement.

Expenses
Each Fund bears its own operating and other expenses, either directly or by reimbursing
ORCM, including fees, costs, expenses, liabilities and obligations relating to such Fund’s
and/or its subsidiaries’ activities, investments and business, including, but not limited to,
those attributable to identifying, sourcing, developing, negotiating, structuring, acquiring,
holding, maintaining and disposing of the Funds’ Investments including, without limitation,
investment banking fees, placement, syndication and solicitation fees, arranger fees, sales
commissions, travel expenses and other expenses associated with identifying, sourcing and
developing Investments, due diligence and research expenses, the fees and expenses of
professional advisers such as legal counsel (including unreimbursed legal fees in connection
with acquiring Investments or proposed Investments on behalf of the Funds and disposing
of those investments); legal, filing, accounting, bookkeeping, third-party administration,
auditing, consulting, escrow, custodial and other fees and expenses; expenses of litigation
and indemnification; insurance premiums with regard to the properties and activities of the
Funds, including insurance to cover claims against the Managing Members or the
Investment Manager or any other person indemnified by the Funds; expenses of appraisers
and consultants; out-of-pocket expenses of transactions not consummated; Organizational
Expenses; expenses associated with periodic meetings of investors (not including the
individual expenses of the investors); any taxes, fees or other governmental charges levied
against the Funds; the fees and expenses of any service providers appointed with respect to
the Funds (including, without limitation, any administration and valuation expenses) and
registration, compliance and regulatory fees and expenses, including, without limitation,
drafting and filing of all regulatory filings and reports required to be made by the Funds, the
Managing Members or ORCM relating to the Funds, including, without limitation, Form PF
and Form D; the costs of winding up and liquidating the Funds; and all other expenses that
the Managing Members determine to be expenses directly related to the Funds’ activities.

ORCM will be responsible for all of the day-to-day operating expenses, including office
overhead and compensation of employees.

SMA clients will bear expenses in accordance with the terms of their investment
management agreement.
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Item 7 – Types of Clients

ORCM provides investment advisory services to Funds as well as SMA clients, as stated in
the “Advisory Business” section above.

The Funds are pooled private investment funds that are offered to institutional investors,
as well as high-net-worth, financially sophisticated individual investors. Interests in the
Funds are not registered under the Securities Act of 1933, as amended, and such Funds are
not registered under the Investment Company Act of 1940, as amended. Accordingly,
interests in the Funds are offered and sold exclusively to Investors satisfying the applicable
eligibility and suitability requirements either in private transactions within the United
States or in offshore transactions.

The documents of each Fund set minimum amounts for investment by prospective
investors in such Fund. ORCM has the right, in its sole discretion, to waive such minimum
investment amount and does so from time to time.

SMA clients generally must meet the same qualification standards as those that apply to
investors in the Funds managed by ORCM.