RCP Advisors LLC

Item 5     Fees and Compensation

While fee structures may vary depending on the type of client (as explained below), the typical fee
structure for an RCP Fund consists of: (1) a management fee, which is based on a percentage of
the RCP Fund’s capital commitments and/or invested capital, as applicable (“Management Fee”);
(2) carried interest, which is a performance-based allocation of profits (“Carried Interest”), as
further described under Item 6, “Performance-Based Fees and Side-by-Side Management”; and,
(3) with respect to RCP Funds launched prior to 2010 only, due diligence fees, which are one-time
upfront fees (“Due Diligence Fee”).

MANAGEMENT FEE

Each RCP Fund generally pays an annual Management Fee to RCP up to a maximum of 1.00% of
such RCP Fund’s aggregate investor capital commitments and/or invested capital, as applicable,
on a quarterly basis, in advance, generally commencing on such RCP Fund’s first closing date or
effective date (which may be the day an RCP Fund first makes an investment) and continuing
through an anniversary of the first closing date or effective date, as set forth in the RCP Fund’s
offering materials or governing documents. After a certain number of years, the Management Fee
may be reduced or eliminated. The rates at which RCP’s fees are charged and the timing of
payments may vary among the RCP Funds.

An RCP Fund’s general partner and RCP may agree to reduce, waive or rebate RCP’s Management
Fee with respect to investors committing a minimum amount to such RCP Fund (which may be
aggregated with such investors’ investments in other RCP Funds and accounts, including funds
and accounts managed by its affiliates), as set forth in such RCP Fund’s offering materials or
governing documents and in accordance with applicable law. Investors with commitments meeting
such minimums are generally referred to as “Legacy Limited Partners”. An RCP Fund’s general
partner and RCP may also agree to reduce, waive or rebate Management Fees for certain
employees of RCP 2 or RCP 3, members of an RCP Fund’s general partner or affiliates of RCP,
or an RCP Fund’s general partner, as disclosed in such RCP Fund’s offering materials or governing
documents and in accordance with applicable law. Such employees, members or affiliates are
generally referred to as “Affiliated Limited Partners.” The general partner of an RCP Fund may in
its discretion withhold distributions to investors of the RCP Fund to pay any Management Fee due
or expected to be due in the future. The Management Fee attributable to Feeder Fund investors is
charged at the RCP Fund level.

For each RCP Fund, RCP serves as investment manager and RCP pays RCP 3 a portion of the
Management Fee for its services as sub-adviser.

RCP generally requires capital contributions for the payment of Management Fees. Alternatively,
RCP may deduct Management Fees directly from a client’s assets or bill the client separately.

CARRIED INTEREST

An RCP Fund’s general partner is typically entitled to receive Carried Interest from each investor
in an RCP Fund; provided such investor has first received distributions equal to the amount of its
capital contributions, plus its applicable preferred return. Carried Interest and preferred return

terms may vary by RCP Fund. In addition, the preferred return may vary across investors in the
same RCP Fund, based on the closing at which an investor is admitted to such RCP Fund (or
Feeder Fund) or on a minimum commitment amount (as specified in the applicable offering
materials or governing documents). At the discretion of an RCP Fund’s general partner, the Carried
Interest for an investor may be reduced, waived or rebated, including for Legacy Limited Partners
and Affiliated Limited Partners, and in accordance with applicable law.

Carried Interest with respect to an RCP Fund is paid to the general partner, which in turn distributes
it to certain of RCP’s members and employees of RCP 3 and, in very limited circumstances, to
third parties (“Carried Interest Recipients”) who hold equity in the RCP Fund’s general partner. If
permitted pursuant to the applicable fund’s governing documents, an RCP Fund may make a tax
distribution to such RCP Fund’s general partner to enable payment of tax obligations in respect of
allocations of income related to Carried Interest for which such general partner did not receive any
cash. Any such tax distributions made to such RCP Fund’s general partner will reduce amounts
subsequently distributable to such general partner as Carried Interest.

DUE DILIGENCE FEE

The Due Diligence Fee does not apply to RCP Funds launched in 2010 or later. The Due Diligence
Fee is a one-time fee based on a percentage of a particular investor’s commitment amount to an
RCP Fund, and it is payable to such RCP Fund’s general partner from such investor’s capital
account. The general partner reserves the right to waive this fee with respect to (a) Affiliated
Limited Partners and (b) investors or groups of investors from the same referral source who
commit a minimum amount to such RCP Fund, as determined by such RCP Fund’s general partner
and as set forth in such RCP Fund’s offering materials or governing documents. The general
partner may aggregate investments in prior and/or additional funds sponsored by RCP to count
toward this minimum amount.

Below is a chart summarizing the types of compensation RCP or an RCP Fund’s general partner
typically receives from an RCP Fund. The chart has been provided for convenience only, and
investors are urged to carefully review the applicable RCP Fund’s offering materials and governing
documents to fully understand the compensation paid to RCP and its affiliates.

        RCP Funds             Management Fee         Carried Interest        Due Diligence Fee
       Primary Fund                 X                       X              Varies by Primary Fund

      Secondary Fund                   X                     X                        X
...

Item 7       Types of Clients

RCP provides investment advice to the RCP Funds.

Interests or shares in an RCP Fund or Feeder Fund are offered pursuant to applicable exemptions
from registration under the Securities Act or equivalent foreign securities law (as applicable).
Investors in an RCP Fund or Feeder Fund are subject to certain investor qualification standards
and are required to make certain representations and warranties in their respective subscription
agreements before they can purchase interests or shares in an RCP Fund or Feeder Fund. The
investors participating in the RCP Funds include pension and profit sharing plans, family offices,
governmental entities, sovereign wealth funds, charitable organizations, high net worth individuals
and other corporations or business entities and include, directly or indirectly, RCP’s partners or
employees of RCP and its affiliates.

While the general partner of a particular RCP Fund (or the directors or general partner of a Feeder
Fund) may accept, in its/their discretion, investments of lesser amounts, the typical minimum
investment for an RCP Fund or an investor in a Feeder Fund is as follows:

         •      Primary Funds: $500,000
         •      Secondary Fund: $1,000,000
         •      Direct Fund: $1,000,000

Methods of Analysis, Investment Strategies and Risk of Loss