Riverside Partners LLC

Item 5.         Fees and Compensation

For our services to the Funds, we charge a management fee as described below. In addition, each
Fund’s General Partner, an affiliate of Riverside through common ownership and control, will
receive Carried Interest, a form of performance-based compensation, as described below.

Management Fees and Carried Interest:

Management fees are charged to the Funds in two distinct stages. Generally, while the Fund is in
an investment stage, that is, when we are actively seeking to identify potential platform
investments and portfolio companies, and conducting due diligence and negotiations regarding
those investments, the Management Fee is charged as a percentage of each Fund Limited
Partner’s capital commitment. Once this investment period is complete, we have launched a new
Fund, or, in some cases, a predefined number of years have elapsed since the Fund’s final closing,
the basis for the Management Fee then changes to be based, generally, on funded commitments
(acquisition cost basis) remaining invested in portfolio companies.

Management Fees are typically 2% of committed capital during a Fund’s investment period and
then 2% of outstanding investment capital after the expiration of a Fund’s investment period.
Fees are charged in semi-annual installments on each January 5 and July 5 (5 days in arrears and
the remaining days of each such six month period in advance). Carried Interest, typically 20%, is
allocated upon the sale of any portfolio company or realization of an investment or dividend.
Limited Partners should refer to the appropriate Fund offering documents for detailed information
regarding fees and fee offsets.
Fund V CF-A and Fund V CF-B have a different fee structure. The fee for both of these funds is
based on the Net Asset Value paid by the secondary investors, the fee percentage steps down
from 2% on defined anniversary dates and the carried interest calculation is based on a different
waterfall.

It is also important to note that any new Fund launched by Riverside may have similar or
materially different terms than those summarized above.

Other Fees, Expenses and Off-Sets

Riverside investment professionals are frequently appointed as directors to portfolio companies in
which Riverside has made an investment. Riverside investment professionals closely monitor the
business activities of the portfolio companies and frequently provide strategic advice and access
to industry resources. As compensation for this service Riverside may charge annual monitoring
fees to portfolio companies. Annual monitoring fees are negotiated and agreed upon with the
portfolio company at the time of purchase. Other transaction fees may be charged by Riverside
or our affiliates to compensate us or our affiliates for facilitating successful transactions involving
acquisitions, add-ons, debt financings or other purchases for or sales of portfolio companies and
securities.

The payment of such fees by portfolio companies will, in some, but not all, circumstances create
a conflict of interest between Riverside and its affiliates and the Funds and their investors because
the amount of these fees and reimbursements are often substantial and the Funds and their
investors do not share in these fees and reimbursements. Riverside determines the amount of
these fees for the services provided and reimbursements based on agreements with sellers, buyers,
management teams, the board of directors of or lenders to portfolio companies, and/or third party
co-investors in its transactions. In some cases, there is not an independent third-party involved on
behalf of the relevant portfolio company. Therefore, a conflict of interest exists in the
determination of any such fees and other related terms in the applicable agreements with the
portfolio company.

Management Fees are generally reduced by a percentage (60% to 100%) of monitoring and
transaction fees paid by portfolio companies to Riverside. However, certain expenses for services
provided to portfolio companies by Operating Partners, as well as expenses incurred by Riverside
in connection with the making, monitoring and disposing of such portfolio companies, may not be
subject to the Management Fee offset under the applicable fund offering and organizational
documents. Due to waived or reduced Management Fees and/or the timing of receipt of
compensation subject to offsets, Fund investors may not receive the full benefit of reductions or
offsets (e.g. during periods when Riverside no longer receives Management Fees or compensation
that would otherwise be subject to offset).

Additionally, a portfolio company will often reimburse Riverside for expenses, which often
include expenses for travel, meals and entertainment. Such reimbursements are generally not
subject to the fee offsets described above.
If a proposed transaction is not consummated and no such co-investment vehicle will have been
formed, the full amount of any expenses relating to such proposed but not consummated
transaction (“Dead Deal Costs”) would therefore be borne by the Fund or Funds selected by
Riverside as proposed investors for such proposed transaction. Similarly, co-investment vehicles
are not typically allocated any share of fees paid or received in connection with such an
unconsummated transaction. As a general matter, no co-investor will bear Dead Deal Costs or
receive any portion of any fees until they are contractually committed to invest in the prospective
investment.

Investors must understand the proposed method of compensation and its risks prior to investing
in any of the Funds. Prospective investors in any new Fund launched by Riverside should refer

to the appropriate Fund offering and organizational documents for information regarding the
fees charged by Riverside and/or the General Partner, as applicable.

GENERAL INFORMATION:

Investments in Funds: The General Partner for each Fund is affiliated with Riverside through
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Item 7.         Types of Clients
We provide investment management services to several private equity funds and associated co-
investors as disclosed at Item 4 of this Brochure.
Except as was permitted by us or the appropriate Fund General Partner, in accordance with the
appropriate Fund’s offering documentation, the minimum required aggregate capital commitment
to the Funds is $10 million.

Prospective investors in any new Fund launched by Riverside should refer to the appropriate
Fund offering documents for information regarding that Fund’s minimum required capital
commitment and any additional qualifications required for investment.