RCF Management LLC

Item 5 Fees and Compensation
Advisory Fees and Compensation
As compensation for the investment advisory services it provides to the RCF Funds, the Advisor
receives fees from each RCF Fund. Fees may be reduced as described below or waived by the
appropriate party (typically the General Partner) at that party’s sole discretion.

Management Fees
Generally, each Private Equity RCF Fund pays a management fee to the Advisor quarterly, in
advance, out of the assets of the Private Equity RCF Fund. The management fee varies depending
on the Private Equity RCF Fund and ranges from 1.0% to 2.0% per annum. Under the Governing
Documents of certain Clients, investors in such Clients may receive fee reductions of up to 1.0%
per annum resulting from subscription criteria described in those documents.

In general, during the “investment phase” of a Private Equity RCF Fund’s life (when the Advisor
is actively in the process of developing investment opportunities for the Fund’s portfolio), the
management fee is calculated as a percentage of the Private Equity RCF Fund’s aggregate
subscriptions. Following completion of the investment phase, the management fee is generally
calculated as a percentage of the cost basis of the Private Equity RCF Fund’s remaining
investments. The specific fees pertaining to each Private Equity RCF Fund and the manner in
which such fees are calculated are outlined in the Governing Documents for such Private Equity
RCF Fund. The Advisor may waive, or accrue but delay, collection on Management Fees for certain
Private Equity RCF Funds in its sole discretion and in accordance with each RCF Fund’s Governing
Documents; in the event that the Advisor elects to waive or delay collection of Management Fees,
the investors of such Client will be notified. Investors should review the appropriate Governing
Documents for fee information specific to their interest.

The Innovation RCF Fund Program pays a management fee to the Advisor as if it were a single
Fund Entity, in a manner similar to the Private Equity RCF Funds. Under the Governing
Documents of the Innovation RCF Fund Program, during the investment phase, the management
fee is calculated as 1.0% - 2.0% per year of the aggregate subscriptions of the two Fund Entities
following completion of the investment phase, the management fee is calculated as 1.0% - 2.0%
per year of the outstanding amount of the two Fund Entities’ aggregate invested capital. The specific
fees and the manner in which such fees are calculated are outlined in the Governing Documents of
the Innovation RCF Fund Program.

The Co-Investment RCF Fund, the Annex Fund, and two Private Equity RCF Funds do not
currently pay a management fee. The Advisor may elect to charge a fee to similarly structured funds

in the future.

The State Program pays a management fee to the Advisor quarterly, in advance, at a rate of 0.5%
per annum based on the State Program’s capital commitment to its co-investment account
established to invest in one of the portfolio companies of an RCF Fund.

The State Fund does not pay a management fee for any co-investments managed by the Advisor
but pays a management fee to the Advisor through the RCF Fund in which it invests.

The Commonwealth Program pays a management fee of 1.75% per annum.

Performance Fees
The Private Equity RCF Funds, Innovation RCF Fund Program, and the State Program pay
performance-based fees to the Advisor. The State Fund pays a performance fee to the Advisor
through the RCF Fund in which it invests. The Commonwealth Program also pays a performance
fee. Please see Item 6 for further details related to this fee.

Refundable Fees
Typically, upon termination of any agreement, any prepaid, unearned fees will be promptly
refunded, subject to any transaction expenses associated with the liquidation of an account.

Management Fee Step-downs
The Governing Documents of RCFs Funds provide that a RCF Fund’s Management Fees will be
calculated and charged on a basis that generally is not tied to the RCF Fund’s then-current net asset
value. As further specified in the RCF Funds’ Governing Documents, from the effective date of
the relevant RCF Fund until a date specified in the Governing Documents (generally representing
the earlier of the end of the RCF Fund’s defined investment period and the date the relevant
General Partner (or an affiliate thereof) first begins receiving or accruing management fees from
another RCF Fund meeting certain criteria) (the “Step-down Date”), Management Fees generally
will be charged based on a formula tied to the amount of the relevant RCF Fund’s aggregate
Commitments. Further, after the Stepdown Date, Management Fees generally will be charged and
calculated based on a formula tied to the adjusted cost basis of the RCF Fund’s remaining
investments (determined based on the Fund’s aggregate contributions used to make investments,
net of the cost of such investments sold or written off for U.S. federal tax purposes).In the case of
RCF VI, Management Fees are charged and calculated based on the lower of the Net Asset Value
of the Fund, and the Fund’s invested capital net of the cost of investment sold or written off for
US federal tax purposes.”

Where the fair market value of an investment exceeds the total amount of investment contributions
relating to such investment, post-Stepdown Date Management Fees will not be calculated based
upon such appreciated value and will instead continue to be calculated based on the amount of
such investment contributions. Where there has been a partial sale of an investment, Management
Fees will generally be charged based on the net remaining adjusted cost basis of such investment,
reduced by the cost realized from the partial sale. This remaining adjusted cost will be combined
with investment contributions made by the relevant Fund for other investments that have not been
sold or written off for U.S. federal income tax purposes.
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Item 7 Types of Clients
As noted above, the Advisor currently has fifteen (15) advisory clients, twelve (12) of which are
private equity funds.

The Funds are each structured to operate under exemptions from registration under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). In addition, interests in the
Funds are exempt from registration under the Securities Act of 1933, as amended (the “Securities
Act”), in accordance with the private placement exemptions under Regulation D and Section 4(2)
of the Securities Act. Investors in the Funds must qualify as “qualified purchasers” under the
Investment Company Act, and as “qualified clients” under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”).

Investments in the Funds are typically subject to a minimum investment requirement of between
$1,000,000 and $10,000,000, depending on the Fund. These minimums may be waived in certain
circumstances at the sole discretion of the General Partner of the appropriate RCF Fund. Investors
in the Funds may include affiliated parties, fund-of-funds, high net worth individuals, institutions,
pension funds, sovereign wealth funds, endowments, and foundations. The Annex Fund was
offered to the limited partners of one fund, and subscription rights were based on a pro-rata share
of the amount offered. Based on this, the minimum investment for the Annex Fund was $10,000.

The Advisor’s additional clients include an account established to manage a single investor’s co-
investment interest in a holding of one of the Funds and a separately managed account for a state
employees retirement program which has engaged the Advisor to manage investments through a
Delaware limited partnership into one of RCF’s multi-holding private equity funds and
potentially other co-investments in one or more of the portfolio companies of an RCF Fund.