River Associates Investments LP

Item 5 – Fees and Compensation

Fees
The Management Company receives a management fee (the “Management Fee”) from each of
the Funds to which it provides day-to-day advisory services, as specified in the applicable LPA.
The SLPs may receive an allocation of Carried Interest upon the disposition of a Portfolio
Company of the Fund with which they are affiliated. Portfolio Companies of the Funds generally
compensate the Management Company for certain management consulting and financial
advisory services provided to it by the Management Company (“Monitoring Fees”). In addition,
the Management Company may provide transaction advisory services to the Funds’ Portfolio
Companies in connection with mergers, acquisitions, add-on acquisitions, refinancing
transactions, restructurings, divestments, sales, and similar transactions, and may receive
compensation from these Portfolio Companies for such services (collectively, “Transaction
Fees”). In many cases the Monitoring Fees and Transaction Fees paid by Portfolio Companies to
the Management Company of a specific Fund will partially offset the Management Fee payable
by that Fund to that Management Company, as specified in the applicable LPA and further
described herein. Monitoring Fees and Transaction Fees that are paid by a Portfolio Company
that is owned by two or more Funds are allocated pro rata based on each Fund’s ownership.

The Funds also incur certain operating expenses as described below and as further specified in
each Fund’s respective LPA. Any expenses incurred by the Management Company on behalf of
a Fund are reimbursable by the Fund to the Management Company subject to the terms of the
applicable LPA. If any expenses are associated with two or more Funds, such expenses will be
allocated to each Fund in a fair and reasonable manner based on the Management Company’s
good faith judgement, notwithstanding its interest (if any) in the allocation.

Management Fees
The Management Company receives a Management Fee from the Funds as generally described
below. The terms of any fee charged by future funds formed by the Management Company or its
affiliates may differ materially from those described below:

       River VII, L.P.

       River VII, L.P. pays a Management Fee to River Associates Investments, L.P. quarterly, in
       advance, equal to (i) before the Fee Reduction Date, 0.50% (i.e., 2.00% annually) of the
       total capital contributions made or committed to be made, and (ii) after the Fee
       Reduction Date, 0.50% (i.e., 2.00% annually) of the net capital invested in Portfolio
       Companies. The Fee Reduction Date for this Fund occurred on June 30, 2022.

       River VIII, LP

       River VIII, LP pays a Management Fee to River Associates Investments, L.P. quarterly, in
       advance, equal to (i) before the Fee Reduction Date, 0.50% (i.e., 2.00% annually) of the
       total capital contributions made or committed to be made, and (ii) after the Fee
       Reduction Date, 0.50% (i.e., 2.00% annually) of the net capital invested in Portfolio
       Companies. The Fee Reduction Date for this Fund has not yet occurred as of this date per
       the terms of the Fund’s LPA.

Because (a) Management Fees, for the period after the Fee Reduction Date, are typically based
upon the amount of deployed capital; and (b) certain investors who are affiliates of River
Associates typically are not charged their pro rata portion of the Management Fees per the terms
of the applicable LPA, the Management Fee structure may create an incentive for River
Associates to cause the Funds to make investments that it may not otherwise make if this
structure was not in place, which presents a potential conflict of interest. River Associates
believes that its Principals’ investments in the Funds generally serve to align their interests with
the Funds’ Limited Partners in this respect. The Funds generally invest on a long-term basis. As
such, Management Fees and other fees are expected to be paid, except as otherwise described
in the relevant LPA, over the term of the relevant Fund, and investors generally are not permitted
to withdraw or redeem interests in the Fund.

Portfolio Company Fees and Expenses, Management Fee Offsets
In general, and as more fully described in each Fund’s LPA, the Management Fee of the Funds
will be partially reduced by a portion of the Monitoring Fees, directors’ fees, financial consulting
fees, advisory fees, break-up fees, or Transaction Fees paid by Portfolio Companies or prospective
Portfolio Companies of a Fund to River Associates. To the extent any Management Fee is subject
to an offset amount that would reduce the Management Fee for a given year below zero, a credit
against the Management Fee will be carried forward and added to the fees subject to offset in
future periods. The Management Company has general discretion over the amount of such fees,
if any, to charge to the Portfolio Companies. Because the amount of such fees retained by River
Associates (i.e., the amount in excess of the offset amount to Management Fees) is substantial,

such fees could create a conflict of interest between a Fund and River Associates, particularly in
instances where the Fund’s ownership percentage of the Portfolio Company exceeds the
percentage by which such fees paid by the Portfolio Company offset the Management Fee.

Additionally, Portfolio Companies may reimburse the Management Company for certain
expenses that it incurs on behalf of the Portfolio Company. Examples include, but are not limited
to, Directors and Officers insurance, travel and travel-related expenses incurred by the
Management Company or the Principals for Portfolio Company-related events (such as board
meetings, management meetings, and industry trade shows), and legal and other third-party
professional expenses related to Portfolio Company matters. In instances where the
Management Company receives negotiated discounts with certain third-party vendors, such
...

Item 7 – Types of Clients

River Associates provides investment advisory services to the Funds. Investment advice is
provided directly to each Fund, subject to the direction and control of the general partner of the
Fund, and not individually to the Limited Partners of the Funds. The Limited Partners participating
in the Funds may include individuals, banks, trusts, charitable organizations, profit sharing plans,
public and private institutional pension plans, endowments, and foundations, and may include,
directly or indirectly, principals, other employees, or affiliates of River Associates.

As a purchaser of the limited partnership interests in a private placement not registered under
the Securities Act of 1933 (the “Securities Act”), each purchaser will be required to represent that
it is acquiring the limited partnership interests purchased by it for investment and not with a view
to resale or distribution and that it is an accredited investor within the meaning of Regulation D
of the Securities Act and a qualified client as defined in Rule 205-3 of the Advisers Act. Further,
each purchaser must be prepared to bear the economic risk of the investment for an indefinite
period, since the limited partnership interests cannot be sold unless they are subsequently
registered under the Securities Act or an exemption from such registration is available. It is
unlikely that the limited partnership interests will ever be registered under the Securities Act.

Minimum investment commitments established for Limited Partners in the Funds are stated in
each Fund’s PPM. Each Fund’s general partner reserves the right to waive this minimum in its
sole discretion.