Riverwood Capital Management LP

Item 5: Fees and Compensation
The Firm is compensated for advisory services by a “management fee” based on capital invested
with the Firm and by a share of capital appreciation on the Funds’ investments (commonly known
as “carried interest”). The carried interest is received by a Fund’s general partner, which is an
affiliate of the Firm. This compensation is negotiated separately with each Fund.
Annual management fees are generally calculated either as (i) a percentage of a Fund’s
committed capital during the investment period and thereafter as a percentage of a Fund’s
invested capital or (ii) a percentage of a Fund’s capital contributions during the investment period
and thereafter as a percentage of a Fund’s invested capital.

  The terms “accredited investor” and “qualified purchaser” are defined, respectively, in the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended. For the purposes of this Brochure, these terms
refer to the definitions in these laws. Generally, they refer to high net worth individuals or institutions that can afford
to bear the loss of their entire investment with the Funds.

  The investment guidelines of each Fund are set forth in that Fund’s governing documents, including its limited
partnership agreement.

The management fee charged differs from Fund to Fund but is generally up to 2% annually of a
limited partner’s commitment (or for some Funds, 2% annually of a limited partner’s capital
contributions), during such Fund’s investment period or until management fees are payable to a
successor Fund. After the investment period, or when management fees are payable to a
successor Fund, a Fund generally charges a management fee based on a limited partner’s
invested capital (and, for some Funds, less aggregate net losses from writedowns). “Invested
capital” equals the capital contributions by a limited partner in respect of portfolio investments
held by the Fund that have not been subject to disposition. If a portfolio investment is deemed
“worthless” it is considered a disposition. Unless a Fund’s limited partnership agreement sets out
specific criteria for determining when a portfolio investment is worthless, a portfolio investment
will be deemed worthless when the general partner of a Fund determines, in accordance with
the Firm’s valuation policy, that it can be recognized as a realized loss under the Internal Revenue
Code (i.e., when the security is worth nothing and there is no reasonable expectation of any value
in the future). Worthlessness is often presumed to result from an identifiable event, such as
bankruptcy, liquidation, or termination of business activities. However, such an event is not
necessarily required for making a claim of worthlessness if the business is completely insolvent.
Once a portfolio investment is deemed worthless, an amount equal to the capital contribution
made by a limited partner in respect of such worthless portfolio investment will be removed from
the limited partner’s invested capital, and such reduction will impact management fees
calculated beginning in the quarter following the issuance of a Fund’s quarterly financial
statements to limited partners reflecting that such portfolio investment has been deemed
worthless. The general partner of the applicable Fund will determine whether to deem a portfolio
investment to be worthless at the aggregate portfolio company level, unless such general partner
reasonably expects to realize on the investment at the individual security level rather than
collectively for the interests in the portfolio company. “Aggregate net losses from writedowns”
equals, with respect to a Fund, the excess (if any) of the aggregate capital contributions of all
partners of such Fund to fund such Fund’s unrealized portfolio investments minus the aggregate
fair market value of all unrealized portfolio investments of such Fund.
Management fees are generally due quarterly in advance. Such fees are deducted from a limited
partner’s account on an accrual basis and called from limited partners in a future capital call. In
the unlikely event that an advisory contract is terminated before the end of a management fee
period, the Firm will refund the overpayment of the management fee (computed on the basis of
the number of days elapsed).
The Firm and/or its partners, managers, members, shareholders, officers and employees
(collectively, “Riverwood Persons”) may receive certain fees from portfolio companies, such as
transaction fees, directors’ fees or monitoring fees, in connection with activities performed on
behalf of the Funds. Generally, 100% of such fees paid to the Firm and/or the Riverwood Persons,
net of expenses related to the activities leading to the receipt of such fees, will reduce the
management fee paid by investors of the relevant Fund(s). Such fees that reduce the
management fee do not include the fees, salaries, equity compensation or expenses of Executive
Advisors, Growth Advisors, operating executives, consultants and other advisors to the Firm, its
affiliates or the portfolio companies and individuals providing strategic value to the Firm or its
affiliates (in each case other than employees of the Firm or its subsidiaries) paid by portfolio

companies, if any. Please see Item 11 for further information regarding the reduction of the
management fee for such fees.
Carried interest is calculated as a percentage of profits after limited partners have received a
preferred return. Typically, carried interest payable by a Fund is 20%, but there are variations in
the carried interest rate for different Funds.
Some investors in the Funds who are affiliates, employees, and friends and family of the Firm do
not pay management fees and/or carried interest in connection with their investment in the
Funds. Additionally, special purpose vehicles or co-investment funds that are established by the
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Item 7: Types of clients
The Firm provides investment advice to private pooled investment vehicles, which are referred
to as a “Fund” or collectively, the “Funds” throughout this Brochure. Investors in the Funds
include institutions, trusts, pension plans, endowments, foundations, other pooled investment
vehicles (e.g., funds-of-funds), other corporate or business entities, as well as high net worth
individuals and family offices. The Funds are neither registered under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), nor are their interests registered
under the Securities Act of 1933. Accordingly, interests are offered exclusively to investors
satisfying the applicable eligibility and suitability requirements either in private placement
transactions within the United States or in offshore transactions.

The minimum initial investment varies by Fund; however, generally limited partners commit a
minimum of $1 million to $10 million. Lesser amounts are accepted at the Firm’s discretion.