RiverGlade Capital Management LP

Item 5 – Fees and Compensation

RiverGlade and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided to the Funds, including management fees, carried interest, additional compensation
in connection with management services performed for the portfolio companies of the Funds and
reimbursements from portfolio companies for certain expenses advanced on their behalf. Differences
exist from Fund to Fund, and certain Funds do not charge certain fees, compensation or expenses
that other Funds charge or charge them in different amounts. The following is a general description

of fees, compensation and expenses of the Funds. Investors should refer to the Governing
Documents of the applicable Fund for a complete understanding of how RiverGlade is compensated
for its advisory services; the information contained herein is a summary only and is qualified in its
entirety by such documents.

Management Fees

RiverGlade charges the Main Funds a management fee (the “Management Fee”) of 2% per annum of
non-affiliated investors’ aggregate commitments. Specifically, Management Fees are initially calculated
at 2% per annum of each non-affiliated investor’s committed capital for the period of time during
which a Fund is making investments; thereafter, or upon a date specified in the Governing Documents
(the “Stepdown Date”), the Management Fee will be equal to 2% per annum of each non-affiliated
investor’s aggregate amount of investment contributions (including, where applicable, the amount of
any capitalized supplemental fees or expenses) made by the relevant Fund relating to the Fund’
aggregate investments in the portfolio companies that have not been realized or permanently written
down or disposed of, subject to various other factors (such investments, “Impaired Value
Investments”). The amount of Management Fees generally will not correspond with fluctuations in
the net asset value of individual investments, aggregate investments in a portfolio company or of a
Fund, including following the Stepdown Date, and will not be reduced in connection with any write-
downs, except in the case of investments that have been permanently written down. Permanent write-
down determinations are made in the discretion of the valuation committee in accordance with the
relevant Governing Documents and the Firm’s valuation policy. Except where the Governing
Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in
part) in the case of partial distributions (e.g., those resulting from a dividend recapitalization) partial
sales, reorganizations, restructurings, roll-over investments or similar transactions, in each case in
circumstances that do not result in the complete disposition of the relevant Fund’s interest therein,
and even in cases where the value of such Fund’s investment or ownership percentage in a portfolio
company has been reduced as a result of such transaction. In addition, Management Fees generally
will not be reimbursed or refunded under the Governing Documents in the event of realizations,
dispositions or partial write-downs that occur partway through the relevant calculation period.
Further, where there has been a partial disposition or permanent write-down of a Fund’s investment
and the fair market value of the investment following such event exceeds the total amount of the
Fund’s investment contributions relating to the investment, the Governing Documents do not require
Management Fees after the Stepdown Date to be reduced. In most circumstances, the post step-down
Management Fee base will include capitalized transaction-specific fees and expenses of unrealized
investments, including transaction fees charged by RiverGlade in connection with the investment,
which poses a conflict of interest in that the inclusion of such fees and expenses results in a higher
Management Fee than if such transaction fees and expenses were not capitalized into the asset base.

Assessed quarterly in advance, Management Fees are collected through a capital call, through a draw-
down on the Fund’s line of credit or offset against a distribution to investors. Management Fees were
negotiated with Fund investors during the fundraising period of the applicable Fund and are not

subject to further negotiation thereafter. Generally, investors participating in a subsequent closing
after the initial closing of a Fund are responsible for paying the Management Fee as of the date of the
initial closing of such Fund, plus interest, as applicable. In addition, Management Fees are payable
during term extensions unless otherwise notified to investors.

The General Partners are permitted, in their sole discretion, to waive all or a portion of the
Management Fee. For example, Co-Investment Funds pay reduced or no Management Fees, and
Management Fees are typically waived for RiverGlade employees, affiliates and their respective
families investing in a Fund (although in each case, these investors generally pay their pro rata share
of certain Fund expenses).

As per the provisions of the Governing Documents of Fund II, RiverGlade is permitted to waive,
defer, or reduce all or a portion of the Management Fee payable by Fund II in full or partial satisfaction
of any obligation of the Fund II General Partner and certain employees and affiliates to invest in and
alongside such Fund. Certain waived portions of the Management Fee are treated by the Governing
Documents as deemed capital contributions by the Fund II General Partner, which is effectively
invested in Fund II on the General Partner’s behalf and operates to reduce the amount of capital the
Fund II General Partner would otherwise be required to contribute to the Fund. Investor capital
contributions are generally accelerated due to waived, deferred, or reduced Management Fees and/or
the timing of receipt of fees subject to offsets, and Fund investors could thus receive less than the full
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Item 7 – Types of Clients

RiverGlade provides investment advice to its Funds, which are exempt from registration under the
Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder
(“Investment Company Act”). The Funds limit their respective investors to: (i) “accredited investors”
as defined in the Securities Act of 1933, as amended (“Securities Act”), and (ii) “qualified purchasers”
or “knowledgeable employees,” each as defined in the Investment Company Act, or (iii) “qualified
clients,” as defined in the Advisers Act. Investors in the Funds must also meet certain other
suitability qualifications prior to making an investment in the Funds. The Funds are not registered
or required to be registered under the Investment Company Act; are not made available to the general
public; their securities are not registered or required to be registered under the Securities Act; and
Fund interests are privately placed to qualified investors. Qualified investors include individuals or
entities to which Fund interests are permitted to be sold, which generally includes (i) in the United
States, people or organizations who meet certain net worth, income and/or financial sophistication
requirements as described above or (ii) in other countries, as permitted by the relevant securities laws
in such jurisdiction and in compliance with any foreign offering provisions applicable to RiverGlade
and/or the Funds. The Funds typically require capital commitments from each investor of $5 million,
depending on the Fund, although the applicable Fund’s General Partner has accepted capital
commitments of lesser amounts in its sole discretion.

The investors participating in the Funds include high net worth individuals, other investment entities
such as insurance companies and fund-of-funds, university endowments, family offices, pension plans,
trusts, estates or charitable organizations, corporations, limited partnerships, limited liability
companies or other business entities, and typically include, directly or indirectly, principals or other
employees or third-party professionals of RiverGlade.

On occasion, RiverGlade offers co-investment opportunities for certain investors to invest alongside
a Fund in certain Fund portfolio companies. As referenced in Item 4 above, co-investments have
been structured either as (i) a separate Co-Investment Fund or (ii) a direct investment by certain
investors into a portfolio company or its holding or operating company. When structured as a Co-
Investment Fund, RiverGlade considers the investment to be a Fund client, identifies the Fund in its
Form ADV Part 1, Schedule D, Section 7.B.(1), obtains an audit for the Fund, reserves the option to
assess a Management Fee and Carried Interest on such Fund and includes the amount of assets of
such Co-Investment Fund in the Firm’s regulatory assets under management. In the case of direct
co-investments, RiverGlade does not consider the investment to be a Fund or a client, does not act
as the investment manager to the co-investment portion of the investment, does not charge
Management Fees or Carried Interest to the investment, does not have custody of the investment or
include the amount of assets of the co-investment in the Firm’s regulatory assets under management.
In such direct co-investment opportunities, RiverGlade will perform management, advisory and other
services for the portfolio companies in which these co-investors invest, generally at no cost to such
vehicles except portfolio company fees and expenses (which such fees and expenses are recorded at
the portfolio company).

Opportunities to participate in a co-investment transaction arise when RiverGlade has the opportunity
for an investment in an existing or prospective portfolio company and RiverGlade determines that (i)
an investment requires additional capital, (ii) all or a portion of the applicable opportunity is not
required to be offered to a Fund, (iii) the full investment opportunity is not appropriate for a Fund
whether due to concentration restrictions contained in the Fund’s Governing Documents or otherwise
or (iv) RiverGlade believes the Fund will benefit from the participation of the co-investor(s). Such
determinations are based on the provisions of the applicable Governing Documents, side letter
agreements, agreements with lenders and such other factors as RiverGlade will consider in its sole
discretion, including those specified in its policies on investment allocation and co-investments.
Subject to any restrictions contained in the Governing Documents of the relevant Fund or any side
letter or other terms negotiated with respect to such Fund, in general no investor has a right to
participate in any co-investment opportunity. RiverGlade’s exercise of discretion in allocating co-
investment opportunities will not always result in proportional allocations among such co-investors
and such allocations can be more or less advantageous to some co-investors relative to other co-
investors. When co-investment opportunities are permitted, it is possible that the size of the
investment opportunity otherwise available to RiverGlade’s Fund(s) will be less than it would
otherwise have been without the inclusion of such co-investors.

While one or more investors in the Main Funds are on occasion invited to co-invest in a Fund’s
portfolio companies, RiverGlade is authorized in its sole discretion to offer any or all of a co-
investment opportunity to investors that are not investors in the Funds. Co-investment opportunities
are made available to select Fund investors and third parties, including, without limitation,
management or founders of the applicable portfolio company, strategic investors, lenders, deal sources
(including finders and consultants), other sponsors (including other private equity or venture capital

firms), service providers, third-party professionals (including Executive Healthcare Advisory Council
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