Ritchie Capital Management LLC

Item 5 - Fees and Compensation

We typically receive management fees from our client funds based on a percentage of assets we
manage and performance-based compensation based on a percentage of the appreciation of our
client funds. Our client funds also pay for certain expenses related to their operation. We deduct
all compensation described below from our client funds’ accounts pursuant to their governing
documents.

Management Fees

The management fees paid by our client funds to us and our affiliates are as follows:

      Each of the feeder funds to the Multi-Strategy Fund pays us a monthly management fee
       in advance equal to 1/12 of 1.0% of the feeder fund’s gross asset value.

      The feeder funds to the Energy Fund do not pay us management fees but instead pay their
       allocable share of our internal expenses, as described under “Expenses” below.

      The domestic feeder fund to the Risk-Linked Fund pays Ritchie Partners, L.L.C. a
       monthly management fee in advance equal to 1/12 of 2.0% of the feeder fund’s gross
       asset value. At the beginning of each calendar month, the foreign feeder fund to the
       Risk-Linked Fund pays Ritchie Capital Management, Ltd. a monthly management fee in
       advance equal to 1/12 of 2.0% of the feeder fund’s gross asset value. Ritchie Capital
       Management, Ltd. does not pay us management fees to act as subadviser to the foreign
       feeder fund to the Risk-Linked Fund but instead pays us the share of our internal
       expenses allocable to the feeder fund.

      Rhone does not pay us any management fees.

      Rhone CleanTech does not pay us any management fees. Prior to December 28, 2013,
       Rhone CleanTech paid Ritchie Capital Management, Ltd. an annual management fee,
       payable quarterly in advance, equal to 2% of the amount of the unreturned capital
       contributions by its limited partners, and Ritchie Capital Management, Ltd. paid us the
       share of our internal expenses allocable to Rhone CleanTech.

      RMS Special Opportunities pays Ritchie Capital Management, Ltd. an annual
       management fee, payable quarterly in advance, equal to 2% of the amount of the capital
       commitment of its limited partner, and Ritchie Capital Management, Ltd. pays us the
       share of our internal expenses allocable to RMS Special Opportunities.

      Each of the Strategy Funds pays Ritchie Capital Management, Ltd. a monthly
       management fee in advance equal to 1/12 of 2.0% of the fund’s gross asset value. Ritchie
       Capital Management, Ltd. does not pay us management fees to act as subadviser to the
       Strategy Funds but instead pays us the share of our internal expenses allocable to the
       Strategy Funds.

The gross asset value of the Multi-Strategy Fund’s investments in the Strategy Funds is included
in the gross asset value on which the Multi-Strategy Fund’s management fee is calculated.
Capital invested in the Strategy Funds by the Multi-Strategy Fund and Rhone is included in the
gross asset value on which the Strategy Funds’ management fees are calculated.

Our client funds may obtain a refund of any pre-paid management fees if the applicable
investment management agreement is terminated.

Performance-Based Compensation

Performance-based compensation is payable by our client funds to us and our affiliates in the
form of allocations, fees and carried interests as follows:

      We are entitled to receive an allocation or fee from each of the feeder funds to the Multi-
       Strategy Fund at the end of each calendar quarter equal to 20% of the New Net Profit
       attributable to any series of interests or shares issued by the feeder fund. New Net Profit
       is the amount by which the gross asset value of the series exceeds the high water mark
       attributable to the series. The high water mark attributable to each series is the highest
       gross asset value of the series as of any preceding calendar quarter-end. Performance
       allocations and fees are accrued monthly, subject to reversal.

      Our affiliate, Ritchie Partners, L.L.C. is entitled to receive an allocation from each of the
       domestic feeder funds to the Energy Fund and the Risk-Linked Fund at the end of each
       calendar quarter equal to 20% of the New Net Profit attributable to any series of interests
       issued by the feeder fund. Performance allocations and fees are accrued monthly, subject
       to reversal.

      Ritchie Capital Management, Ltd. is entitled to receive a fee from each of the foreign
       feeder funds to the Energy Fund and the Risk-Linked Fund at the end of each calendar
       quarter equal to 20% of the New Net Profit attributable to any series of shares issued by
       the feeder fund. Performance allocations and fees are accrued monthly, subject to
       reversal.

      Our affiliate, Rhone Capital (GP), Ltd., is entitled to receive a carried interest from
       Rhone equal to 20% of realized gains after the limited partners have received a 20%
       compound, cumulative annual preferred return on their capital contributions.

      Our affiliate, RC CleanTech Capital (GP), Ltd., is entitled to receive a carried interest
       from Rhone CleanTech equal to 20% of realized gains after the limited partners have
       received an 8% compound, cumulative annual preferred return on their capital
       contributions.

      Our affiliate, RMS Special Opportunities (GP), Ltd., is entitled to receive a carried
       interest from RMS Special Opportunities equal to 20% of realized gains after the limited
       partner has received a 5% cumulative, non-compounded annual preferred return on its
       capital contributions.

      The Strategy Funds do not pay performance-based compensation.

Neither we nor our affiliates have been awarded performance-based compensation from our
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Item 7 - Types of Clients

All of our clients are private investment funds. Our firm determines in its sole discretion any
requirements for entering into an investment advisory contract with a client fund.

Item 8 - Method of Analysis, Investment Strategies and Risk of Loss

In managing the assets in the portfolios of our client funds, we employ methods of analysis and
investment strategies according to each client’s investment objectives. Our client funds are no
longer open to new investment and are engaged in an orderly disposition of their assets. As a
result, our goal is to realize the value of our clients’ current investments. We generally do not
make new investments on behalf of our clients other than follow-on investments that are deemed
necessary to preserve and protect the value of our clients’ current holdings.

Method of Analysis

In monitoring investments and making investments, we combine our experience in the relevant
industry with a focus on asset quality and management ability and skill within individual
companies and outside funds. We utilize a fundamental analysis of each company or fund, with a
subjective overlay as to the strength of its management and competitive position. We obtain our
underlying research data from a variety of sources, including, but not limited to, electronic data
services, industry publications and periodicals, third party research providers, meetings with
company management, meetings with various consultants, and various other sources.

Investment Strategies

We employ various investment strategies on behalf of our client funds, including investing in
private equity, venture capital, insurance, energy and real estate, and other equity and debt
investments, both directly and through other private investment funds and investment managers.
Our strategic goal is to realize the value of the investments in the portfolios of our client funds
through the orderly disposition of such investments

Key Risks

Below is a summary of potentially material risks for our methods of analysis, our investment
strategies, and our client funds’ investments. The following risk factors do not purport to be a
complete list or explanation of the risks affecting our client funds or an investment in a client
fund. Our clients and investors in our client funds should refer to the governing documents of
the relevant fund for detailed disclosures of risk factors and potential conflicts of interest.

All investing involves a risk of loss that our clients and investors in our client funds should be
prepared to bear, including the risk that the entire amount invested may be lost. We cannot give
any assurances that our client funds will achieve their investment objectives or that any client or
investor will receive a return of its investment.

Private Investments and Less Liquid Investments

A significant portion of the remaining assets in our client funds’ portfolios are illiquid
investments for which no ready trading markets exist, including private equity investments in
non-publicly traded companies, investments in third-party managed private investment funds and
investments in U.S. real estate, that could only be sold, if at all, at prices that we believe would
be disadvantageous to our client funds and their investors. As a result, our clients may be
required to continue to hold such instruments for an indefinite time period.

Concentration of Holdings

As our client funds continue an orderly disposition of their assets, they may hold a few, relatively
large investments. As a consequence, the aggregate return of our clients may be substantially
adversely affected by the unfavorable performance of even a single investment.

Portfolio Liquidity

A number of our client funds’ investments require “follow-on” investments, both contractually
and in order to preserve the value of the investments. A failure to have sufficient liquidity to
fund follow-on commitments or requirements may lead to a partial or full loss of the value of an
investment.

Venture Capital Investments

Our client funds have investments in smaller, less-established companies, including start-up
ventures at an early stage of development. Investments in these companies may involve greater
risks than are generally associated with investments in more established companies. These
companies may have shorter operating histories on which to judge future performance and in
many cases will have negative cash flow. There can be no assurance that management teams of
start-up ventures in which our client funds have investments will be able to successfully execute
the business plan of the company.

Technology-Related Investments

Our client funds have investments in companies in rapidly changing high-technology fields. The
technology industry often experiences rapid change, evidenced by rapidly changing market
conditions and participants, new competing products and improvements in existing products.
Accordingly, technology companies may face special risks of product obsolescence.
Additionally, technology companies may face intense competition, including competition from
companies with greater financial resources, more extensive development, manufacturing,
marketing and service capabilities and a larger number of qualified managerial and technical
personnel.

Natural Gas Investments

Our client funds have a significant investment in a private investment fund that holds leasehold
interests in natural gas deposits. The price of natural gas has experienced significant periods of
volatility. Moreover, the exploration for, and production of, natural gas is an uncertain process
with many risks. The cost of drilling, completing and operating wells for natural gas is often
uncertain, and a number of factors can delay or prevent drilling operations or production. In
addition, natural gas transmission, distribution, gathering, and processing activities involve
numerous risks that may affect the price of natural gas.
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