Rock Island Capital LLC

Item 5 – Fees and Compensation

RIC and its affiliated General Partners receive fees and compensation in exchange for providing
investment advisory services 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.
The Funds are also responsible for bearing certain expenses as detailed below and in each Fund’s
Governing Documents. 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.
RIC’s management fees, carried interest and other compensation payable to RIC and its Funds’
General Partners are determined by RIC at the time of the establishment of the relevant Fund and are
negotiated with participating limited partners and/or co-investors prior to making their investment.
Once the relevant Fund has been established and commenced operations, such fees and compensation
are generally not negotiable. At its discretion, RIC is permitted to waive all or a portion of its
management fee for certain Funds and for certain limited partners, including principals and employees
of RIC and their respective family and Operating Advisors. The specific manner in which RIC charges
fees is established in the relevant Fund’s Governing Documents. Limited partners should refer to the
applicable Governing Documents for a complete understanding of how RIC 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

Fund I

Fund I no longer pays management fees. The receipt of any portfolio company renumeration is shared
with Fund I on a 50/50 basis.

Fund II

Fund II no longer pays management fees. The receipt of any portfolio company renumeration is
shared with Fund II on a 50/50 basis.

Fund III and Fund IV

Management fees for Fund III and Fund IV are calculated with respect to each limited partner (other
than those whose fees are waived by the General Partner in its sole discretion) and payable quarterly
in advance, beginning as of the Fund III and Fund IV initial closing date, in an amount equal to 2.25%
and 2%, respectively, per annum of the capital commitment of such limited partner. After the earliest

to occur of: (i) the permanent expiration or termination of the investment period, (ii) the date RIC,
the General Partner or an affiliate begins to accrue management fees from a successor fund, and (iii)
the date that Fund III/Fund IV is fully invested or committed in the good faith judgment of the
General Partner and including reserves for expenses, obligations, liabilities and follow-on investments,
the management fee with respect to each limited partner will be reduced in Fund III and maintained
in Fund IV at 2% per annum of such limited partner’s aggregate capital contributions in respect of
portfolio investments, less such limited partner’s share (based on relative capital commitments) of (x)
the cost of all portfolio securities/investments that have been fully realized and disposed of, (y) the
cost basis of portfolio investments that have been written off, and (z) the cost basis of a portfolio
investment that has been written down due to a permanent impairment of value, in each case, as
determined on the first day of the period with respect to which a determination is being made.
Management fees for Fund III/Fund IV will be paid until the one-year anniversary of the expiration
of the Fund’s term, unless otherwise approved by the Fund’s advisory board pursuant to the
Governing Documents. Generally, limited partners participating in a subsequent closing after the
initial closing of the 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 limited partners.

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, 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 RIC in connection
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Item 7 – Types of Clients

RIC provides portfolio management services to its clients, which consist of the Main Funds and SPVs.
The Funds and SPVs generally limit their respective limited partners to: (i) “accredited investors” as
defined in the Securities Act of 1933, as amended (the “Securities Act”); and (ii) “qualified purchasers”
or “knowledgeable employees,” each as defined in the Investment Company Act of 1940, as amended
(the “Investment Company Act”); or (iii) “qualified clients” as defined in the Advisers Act. As Fund
I was formed prior to RIC’s registration with the SEC, not all limited partners in Fund I are qualified
clients.

The Funds are not registered or required to be registered under the Investment Company Act; the
Funds 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 RIC and/or the Funds. Limited partners must also meet certain
suitability and net worth qualifications prior to making an investment in the Funds. Each Fund’s
Governing Documents specifies a minimum contribution from a limited partner; however,
commitments less than these minimums were accepted at the sole discretion of each Fund’s General
Partner.

Limited partners in the Funds typically include high net worth investors, other investment advisers,
university endowments and others. In addition, RIC principals, employees, Operating Advisors,
friends and family of the foregoing and other persons associated with RIC and/or its affiliates have
made capital contributions to the Funds or are direct investors in a portfolio company and/or SPV.

On occasion, RIC offers co-investment opportunities for certain limited partners and third-party
investors to invest alongside a Fund in certain Fund portfolio companies. As mentioned above in
Item 4, co-investments have been structured either as (i) an SPV or (ii) a direct investment by certain
investors into a portfolio company or its holding or operating company. When structured as an SPV,
RIC 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 SPV and includes the amount of assets of such
SPV in the Firm’s regulatory assets under management. In the case of direct co-investments, RIC
does not consider the investment to be a Fund or an SPV, 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, RIC will perform management, advisory and other services for the portfolio companies
in which these co-investors invest, generally at no additional cost to such co-investors except portfolio
company fees and expenses (which such fees and expenses are recorded at the portfolio company).

Opportunities to participate in co-investment transactions arise when RIC has the opportunity for an
investment in an existing or prospective portfolio company and RIC 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) RIC
believes the Fund will benefit from the participation of the co-investor(s). RIC will select which
limited partners or third-party investors are permitted to co-invest in a particular portfolio company
based on various factors, including the sophistication of the investor, the amount of a limited partner’s
investment in a Fund, the ability of the investor to fund and complete the investment on a timely
basis, provisions in side letters and for strategic or other reasons as more fully described in the

applicable Fund’s Governing Documents or in RIC’s policies and procedures on co-investment. RIC
is not obligated to make co-investment opportunities available to any particular limited partner and,
subject to any restrictions contained in the Governing Documents (including any side letter or other
negotiated terms), in general no limited partner has a right to participate in any co-investment
opportunity. Portfolio company management, strategic, financial and other institutional investors
participating directly in a transaction are not considered co-investors and will not be subject to RIC’s
co-investment policy or co-investment expense sharing considerations. Additionally, certain
individuals who source transactions or provide financing have in the past and are expected in the
future to negotiate co-investment rights or co-investment priority rights as a component of their
compensation or other arrangements with the relevant Fund(s). RIC’s exercise of discretion in
allocating co-investment opportunities often will not always result in proportional allocations among
co-investors and such allocations can be more or less advantageous to some co-investors relative to
other co-investors. When a co-investment opportunity has been offered, the size of the investment
opportunity otherwise available to RIC’s Fund(s) is expected to be less than it would otherwise have
been without the inclusion of co-investors.
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