River Cities Management Inc FKA Mayfield & Robinson Inc

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to RC Capital vary among its Clients. In general, these fees
are not negotiable. However, RC Capital may waive or reduce fees for certain Investors in its
discretion. The range of compensation is as follows:
        1.      Management Fee
With respect to the Funds, RC Capital typically receives a quarterly asset-based management
fee calculated as a percentage of each Investor’s capital account, payable quarterly in
advance. The management fee is generally between 0% and 2.5%.
        2.      Performance-based Fees
Each Fund’s General Partner, as applicable, generally receives a carried interest equal to a
percentage of all realized profits, as described more fully in each Fund’s Governing
Documents. The carried interest is generally subject to a clawback at the end of life of the
Funds if the General Partner, as applicable, has received excess cumulative distributions.
The carried interest will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
        3.      Fee Comparison
Client expenses, including the management fee and any performance-based fees may
constitute a higher percentage of average net assets than could be found in other investment
programs.
B.      Payment of Fees
Management fees, performance-based fees and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid in advance, are withdrawn at
the beginning of the quarter. Performance-based fees are calculated as of the last business
day of the calendar quarter but are only paid when the Funds distribute realized proceeds
pursuant to the Fund’s Governing Documents.
C.      Third-Party Fees
Clients shall pay such costs and expenses as RC Capital shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which RC Capital reasonably determines to be directly related to the
investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs
and expenses of third-party service providers that provide such services; and, (v) any
extraordinary expenses, among other expenses.

                                                                               Part 2A of ADV:
                                                         River Cities Management, Inc. Brochure

RC Capital’s fees are exclusive of brokerage commissions, transaction fees and other related
costs and expenses which shall be incurred by the Clients. Such charges, fees and
commissions are exclusive of and in addition to RC Capital’s management fee and RC Capital
shall not receive any portion of these commissions, fees and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.     Prepayment of Fees
The Funds invest in the securities of private companies on a long-term basis. Accordingly, all
fees are paid during the term of the Funds and Investors are generally not permitted to
withdraw or redeem Interests in the Funds. Fees paid at the beginning of a fiscal period (such
as management fees) will not be refunded or prorated for partial periods.
E.     Outside Compensation for the Sale of Securities
Neither RC Capital nor its supervised persons accept compensation for the sale of securities
or other investment products outside of its association with RC Capital.
The foregoing discussion in Items 5 represents RC Capital’s basic compensation
arrangements. The management fees and carried interest described above are
structured to comply with Rule 205-3 under the Advisers Act and applicable state laws.
Fees and other compensation are negotiable in certain circumstances and
arrangements with any particular Investor may vary. Although RC Capital believes its
fees are competitive, lower fees for comparable services may be available from other
investment advisers.

Item 7 – Types of Clients

 RC Capital provides investment advice and management to private investment vehicles,
including the Funds and SPVs.
RC Capital intends to restrict the number of Investors in the Funds and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Constituent Documents, which set forth all of the terms in detail.
Though the Clients generally pursue the same strategy, offering terms may differ. Terms for
Separate Accounts are generally similar to the Funds but can be negotiated on a case by case
basis and may differ from those of the Funds.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933) and must meet other criteria as specified in the Constituent
Documents. The minimum initial investment is $1,000,000, subject to waiver at the discretion
of RC Capital.