Thornburg Bow River Advisers LLC

Item 5:      Fees & Compensation
The following is a general description of the fees, compensation and other expenses of the Private Funds.
Each Private Fund’s governing documents describe fees, compensation, and expenses in greater detail.

Investors should refer to such governing documents of the applicable Fund for a complete understanding
of how the Firm is compensated for its advisory services. The information provided herein is qualified in
its entirety by such governing documents.

With respect to each Private Fund, the General Partner, in its sole discretion, may enter into and at present
has entered into side letters and other agreements granting more favorable rights or terms to specific
investors. These rights or terms may include among other items: special rights with respect to future
investment capacity, rights to receive additional, more frequent or specialized reports, and rights to
reduced or waived performance fees, breakpoints, limits, co-investments and/or management fees. The
General Partner may base its waiver and/or discount decision upon certain criteria, including but not
limited to historical relationships, anticipated future investments, and/or size of investment.

Thornburg Bow River Advisers does not intend to receive management or performance-based fees from
Executive Funds that will invest in or alongside the Funds. As a result, the fee-adjusted performance of
an Executive Fund will generally be higher than its parallel Fund counterparts. Investments in Executive
Funds will typically only be made available to current or former employees, family of employees, service
providers, or other related parties of the Firm or its affiliates in the discretion of the General Partner.
Management Fee Payable to Thornburg Bow River Advisers

The Private Funds generally compensate Thornburg Bow River Advisers for its advisory services through
the payment of a management fee (the “Management Fee”). The Firm intends to receive a Management
Fee for its investment management services equal to: (i) for Tranche A Interests – 1.00% of capital
commitments during the Initial Investment Period and 1.25% of net invested capital for subsequent
investment periods; (ii) for Tranche B Interests – 1.50% of net invested capital or (iii) for Tranche C
Interests – 1.25% per annum on net invested capital. Investors also pay a fee of 1.00% per annum on
their proportionate share of leveraged investments. Certain investors meeting qualifications set forth in
the offering documents, as determined by the General Partner in its discretion, may be offered Founder
Share interests, for which no Management Fee is charged for the Initial Investment Period.

To the extent the Firm receives Management Fees paid in advance, in the unlikely event that the Firm’s
services are terminated before services are provided for the applicable period, fees paid in advance will
generally be returned to investors pro-rated from the date of termination.

Performance-Based Fee Payable to the General Partner upon Distribution/Realization of Investment
Proceeds

The Firm’s General Partner is eligible to receive a performance-based fee, which may be referred to as
carried interest, incentive allocation or promote (collectively referred to herein as “Carried Interest”)
on distributions made by the Private Funds, except for the Executive Funds, for which no such
performance based fee is charged. The Firm will typically receive on an annual basis an Incentive
Allocation of 17.5%, above a 6% cumulative preferred return for the Private Funds.

Expenses

Except as discussed in a Private Fund’s offering documents, the Firm and/or the General Partner will
generally bear all ordinary administrative and overhead expenses incurred in connection with
maintaining and operating its offices, including compensation for employee salaries, rent and equipment
expenses, utilities and similar expenses, as well as the services of consultants or sub-advisers engaged to
assist the Firm in rendering management or advisory services.

Each Private Fund is responsible for organizational and startup expenses up to a specified limit, including
syndication costs, the amount of which may vary for each Private Fund (“Organizational Expenses”).
Organizational Expenses in excess of a specified limit will be borne by the Firm, or by the Private Fund,
subject to an offset in Management Fees payable by the Private Fund.

The Private Funds will generally bear all costs and expenses incurred in purchases, sales or exchanges
made in connection with the Private Funds’ investment activities. Such expenses will typically include,
but are not limited to (i) management fees, (ii) all general investment expenses (i.e., all expenses which
the Firm reasonably determines to be directly related to the investment of Client assets); (iii) all
administrative, legal, accounting, auditing, record-keeping, tax, compliance and consulting costs and
expenses; (iv) expenses of the members of the Advisory Board and (v) fees, costs and expenses of third-
party service providers that provide such services to the Fund.

All expenses will be described more fully in a Private Fund’s Offering Memorandum.

Executive Funds typically will bear all expenses related to the organization and formation of the vehicles,
as well as other expenses incurred solely for the benefit of such vehicle. Thereafter, such vehicles
generally bear their pro rata portion of investment and operational expenses. However, if a proposed
transaction is not consummated (a “Broken Deal”), then the full amount of fees and expenses associated
with evaluating and structuring that proposed transaction (e.g., attorneys’ fees, due diligence fees,
consulting fees, etc.) are borne by the Fund, unless specific co-investors have already contractually
committed to bear their share of such Broken Deal expenses.

Expenses that are attributable to the Firm and/or one or more Private Funds will be allocated in a manner
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Item 7:       Types of Clients
As mentioned in Item 4, Advisory Business, Thornburg Bow River Advisers will provide investment
advisory services to the Private Funds as described above.

The Private Funds are offered privately to a limited number of sophisticated investors, including
institutional investors and individuals who qualify to invest in the Funds because they have sufficiently
high income or net worth, or other qualifications as determined by the SEC from time to time. Investors
in the Funds generally must be an “accredited investor” (as defined in Regulation D under the Securities
Act of 1933), a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act
of 1940, as amended), and must meet other criteria as specified in a Fund’s governing documents. The
minimum capital commitment for each Private Fund generally ranges from $500,000 (for individuals) to
$5,000,000 (for institutions) depending on certain characteristics of the Private Fund investor. The Firm
maintains discretion, however, to accept less than the minimum investment threshold.