Riata Capital Group LLC

Item 5 “Fees and Compensation”) in connection with management and other services performed for
portfolio companies of a Fund, and certain General Partners are permitted to receive a carried interest
with respect to certain co-investors that are unaffiliated with the Adviser and that invest directly in
investments in which certain Funds also invest (each as described under “Fees and Compensation”),
each could have a conflict of interest in connection with approving transactions and setting such
compensation. Additionally, the Adviser its personnel, affiliates or others designated by the Adviser
may from time to time receive compensation in the form of portfolio company securities. To the extent
any such securities are received, after any applicable offset provisions in the relevant governing
documents are applied, the Adviser and/or such other recipients will be permitted to retain such
securities as additional compensation, and in doing so will be subject to potential conflicts of interest
in determining whether to sell such securities (subject to restrictions imposed by the portfolio company
and/or the Adviser) or retain such securities for a period consistent with their own financial and
investment objectives, which may differ from those of the relevant Fund.

        The Adviser and/or its affiliates may enter into Side Letters with certain Investors in a Fund
providing such Investors with different or preferential rights or terms, including, but not limited to,
different fee structures, information rights, co-investment rights, and liquidity or transfer rights.

        The Adviser may arrange a program for Funds and portfolio companies to participate in
purchasing, vendor or similar arrangements with the Adviser, its affiliates, a Fund, and other portfolio
companies. This may enable participants to receive discounts negotiated with various vendors and
service providers on a groupwide basis. The Adviser generally would expect to allocate fees and third-
party administration costs for the program among the relevant Funds and portfolio companies. The
Adviser and its affiliates may also participate in such a program and receive similar benefits and
discounts as the portfolio companies and Funds participating therein. No such amounts will result in
additional offsets to the Management Fee. The Adviser believes the potential for conflicts relating to
such arrangements is mitigated by the anticipated cost savings to a Fund and portfolio companies
(which is expected to be to the benefit of the applicable Fund(s)) that will result if the negotiated
discounts rates for goods and services are discounted relative to those widely available in the market.

         The Adviser has incentives to use or to recommend products or services of one portfolio
company to another, which may involve fees, commissions, servicing payments or other compensation.
Potential conflicts of interest arise in making such recommendations, as the Adviser has incentives to
maintain goodwill between it and its former, existing and prospective portfolio companies, and as a
result the products or services recommended may not necessarily be the best or lowest cost option.

        Any of these situations subjects the Adviser and/or its affiliates to potential conflicts of interest.
The Adviser attempts to resolve such conflicts of interest in light of its obligations to its Funds and their
Investors and attempts to allocate investment opportunities among a Fund and other Funds in a fair and
equitable manner. To the extent that an investment or relationship raises particular conflicts of interest,
the Adviser will review the circumstances of such investment or relationship with a view to addressing
and reducing the potential for conflict.

        Pursuant to a Fund’s governing documents, a Fund’s General Partner may appoint an LPAC
consisting of Limited Partners of the relevant Fund(s). Where appropriate, and to the extent provided
in a Fund’s governing documents, the Adviser consults and receives consent to conflicts, Advisers Act
matters, and other Fund matters from the relevant LPAC.

Item 7 - Types of Clients

         As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
only to Funds, which are investment partnerships, or similar entities, which are exempt from
registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
The Investors participating in a Fund may include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-
sharing plans, trusts, estates or charitable organizations or other corporations or business entities and
may include, directly or indirectly, Principals or other employees of the Adviser and its affiliates and
members of their families, and Consultants or other service providers retained by the Adviser.

         Each Fund will generally have a minimum investment amount as disclosed in the applicable
Fund’s governing document for third-party Investors in a Fund, and Fund interests will be offered and
sold solely to accredited investors or qualified knowledgeable personnel of the Adviser. Such minimum
investment amounts may be waived by the Adviser.