Rivonia Road Capital LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Rivonia Road are negotiable and vary among its Clients.
However, the range of compensation is generally as follows:
        1.      Management Fee
Rivonia Road 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
equal to 0.5% (a 2% annual rate). Rivonia Road may, in its sole discretion, reduce, waive or calculate
differently the management fee with respect to any Investor.
Investors who are not “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of
1940 (“Advisers Act”) may be charged a higher management fee in lieu of the incentive allocation
(described below), pursuant to a side letter agreement between Rivonia Road and such non-qualified
clients.
        2.      Incentive Allocation
Rivonia Road generally receives an incentive allocation equal to a percentage of the net income
allocated to each Investor for the quarter, but only to the extent net income allocated to that Investor
exceeds any cumulative losses that were allocated to that Investor for earlier periods and that have
not been recovered (a “high water mark”). This incentive allocation is generally 20% and is typically
made at the end of each calendar quarter.
The incentive allocation only be charged to accounts of those Investors who are “qualified clients” as
defined in Rule 205-3 of the Advisers Act, in accordance with the provisions of the Section 260.234
of Title 10 of the California Code of Regulations.
        3.      Fee Comparison
The expenses of the Client, including the management fee and incentive allocation may constitute a
higher percentage of average net assets than would be found in other investment vehicles or with
other investment advisers.
B.      Payment of Fees
Management fees, incentive allocations 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 Management fees, which are paid in advance, are withdrawn at the beginning of the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. Incentive allocations are allocated as of the last business day of each calendar quarter and
as of any date on which an Investor makes a withdrawal or receives a distribution from such
Investor’s capital account(s).
C.      Third-Party Fees
The Client shall pay such costs and expenses as Rivonia Road shall reasonably determine to be
necessary, appropriate, advisable or convenient to realize the Client’s investment objective, including
but not limited to: (i) management fees; (ii) all general investment expenses; (iii) all operating and
administration expenses, including but not limited to, all custodial fees, accounting, brokerage

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commissions, clearing fees, borrowing charges, interest on margin and other borrowings, and taxes
incurred in connection with the Client’s account; and (iv) such other expenses as may be set forth in
the Constituent Documents.
Rivonia Road’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 Rivonia Road’s management fee, and Rivonia Road shall not receive
any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.     Prepayment of Fees
Rivonia Road will pro rate the management fee for Interests held for less than a full quarter.
E.     Outside Compensation for the Sale of Securities
Neither Rivonia Road nor its supervised persons accepts compensation for the sale of securities or
other investment products outside of its association with Rivonia Road.
The foregoing discussion in Item 5 represents Rivonia Road’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act and Section 260.234 of Title 10
of the California Code of Regulations. Fees and other compensation are negotiable in certain
circumstances and arrangements with any particular Investor may vary. Although Rivonia
Road believes its fees are competitive, lower fees for comparable services may be available
from other investment advisers.

Item 7 – Types of Clients
Rivonia Road provides investment advice and management to the Client.
Rivonia Road intends to restrict the number of Investors and will offer Interests only through non-
public transactions in order to maintain the Client’s exclusion from “investment company” status
under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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Prospective Investors generally must be “accredited investors,” as defined in Regulation D under the
Securities Act of 1933, and must meet other eligibility criteria as specified in the Constituent
Documents. Rivonia Road may, in its sole discretion, waive any admission standard with respect to
any Investor.
The minimum initial investment by an Investor in the Client is $250,000, and the minimum additional
investment is $100,000, subject to waiver at the discretion of Rivonia Road.