Riva Ridge Capital Management LP

Fees and Compensation

A. Generally, RRCM receives fees from Clients based on a percentage of value of the net assets that
   RRCM manages (the “Management Fee”) and based on performance achieved for each Client
   (“Performance Compensation”). The fees and expenses applicable to each Fund are set forth in detail
   in each of such Fund’s respective offering documents. The fees charged by RRCM to each Client are
   negotiable.

B. RRCM deducts Management Fees directly from the applicable Fund’s assets on a quarterly basis. The
   Domestic Fund, Overseas Fund, Master Fund, Pronto Overseas Fund, Gandy Capital Fund and
   Swingsville Fund pay RRCM a Management Fee for each fiscal quarter based on a percentage of the
   beginning net asset value for such fiscal quarter (subject to proration). Performance Compensation,
   if applicable, is generally calculated on an annual basis and will be deducted directly from Fund assets,
   except any applicable Performance Compensation is invoiced to the Pronto Overseas Fund, the
   Highline Fund, the Gandy Capital Fund, the Swingsville Fund and the Other Accounts.

C. In addition to the fees and allocations described above, each Fund with the exception of the Other
   Accounts bears its own operating expenses and its pro rata share of the Master Fund’s expenses,
   including, but not limited to, investment-related expenses, including brokerage commissions, clearing
   and settlement charges, custodial fees, interest expense, consulting and professional fees relating to
   particular investments or contemplated investments, investment-related travel and lodging expenses
   and research-related expenses; legal expenses; accounting; audit and tax preparation expenses;
   organizational expenses; expenses relating to the offer and sale of interests or shares in the Funds, as
   applicable; insurance premiums; fees to the Funds’ Administrator; expenses related to the
   maintenance of the Funds’ registered office; corporate licensing; extraordinary expenses and other
   similar expenses relating to the Funds.

    The Other Accounts bear investment-related expenses, including brokerage commissions, clearing
    and settlement charges, custodial fees, interest expense, consulting and professional fees relating to
    particular investments or contemplated investments, investment-related travel and lodging expenses.

    Clients will incur brokerage and transaction costs. See Item 12 – Brokerage Practices.

D. Management Fees are calculated and billed quarterly in advance. In the event of a redemption by an
   investor other than as of the last day of a quarter, RRCM will pay to the relevant Fund an amount
   equal to the pro rata portion of the Management Fee, based on the actual number of days remaining
   in such quarter, and the relevant Fund will distribute such amount to the redeeming investor.

E. Neither RRCM nor any of its supervised persons accepts compensation for the sale of securities or
   other investment products, including asset-based sales charges or service fees from the sale of mutual
   funds.

Types of Clients

RRCM provides investment advice to the Funds, which are private investment vehicles that are exempt
from registration under the Company Act. The Funds are limited to certain investors as set forth in the
applicable Fund’s offering and governing documents. In addition, RRCM also advises two separately
managed accounts (the Other Accounts), which are co-investments by a third party in three holdings of
the funds.

Prospective investors should refer to the offering documents of each respective Fund for information on
minimum investment requirements. Typically, RRCM requires a minimum investment of $1,000,000,
although this is negotiable at RRCM’s discretion. Additional capital contributions must exceed $250,000
unless waived by RRCM or an affiliate.