Turn/River Management LP

Item 5 – Fees and Compensation

Turn/River and its affiliated General Partners receive fees and compensation in exchange for advisory
services provided 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 may charge them in different amounts. The
following is a general description of fees, compensation and expenses of the Funds. Investors should
refer to the Governing Documents of the applicable Fund for a complete understanding of how
Turn/River 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

Turn/River charges each Fund a management fee (the “Management Fee”), which for the Funds
(excluding the Co-Investment Funds) is up to 2.5% per annum of each non-affiliated investor’s
commitments, depending on the Fund. Generally, Management Fees are initially charged based on a
percentage of each non-affiliated investor’s committed capital until the earlier of the period of time
during which each Fund has completed its investment period or the date Turn/River begins to accrue
Management Fees from a successor fund with aggregate capital commitments not less than the most
recently raised Fund. Thereafter, the Management Fee is reduced by amounts as specified in each Fund’s
Governing Documents. For more recent Funds, after the eighth anniversary of the Fund closing, the
Management Fee will be further reduced based on various accelerated stepdown percentages depending
on the Fund’s remaining aggregate investment cost and number of remaining investments.

Prior to the eighth anniversary of a Fund’s closing, the amount of Management Fees will not correspond
with fluctuations in the net asset value of individual investments, aggregate investments in a portfolio
company or of a Fund, and will not be reduced in connection with any write downs. Except where the
Governing Documents expressly provide to the contrary, prior to the eighth anniversary of a Fund’s
closing, Management Fees will not be reduced (in whole or in part) in the case of partial distributions
(e.g., those resulting from a dividend recapitalization), 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 post-year eight calculation period. Further, also during the post-year eight
calculation period, 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 accelerated stepdown date to be reduced.

Assessed quarterly in advance, the Management Fee charged to each Fund is described in full detail in
the relevant Fund’s Governing Documents. Management Fees are collected through a capital call,
through a draw-down on the Fund’s line of credit or offset against a distribution to the investors. All
Management Fees were negotiated with investors during the fundraising period of the applicable Fund
and are not subject to negotiation thereafter. Generally and unless waived by the General Partner,
investors participating in a subsequent closing after the initial closing of a Fund are responsible for paying
the Management Fee as of the date of the initial closing of such Fund, plus interest, as applicable.

The General Partners are permitted, in their sole discretion, to reduce or waive all or a portion of the
Management Fee. Management Fees differ from one Fund to another and in certain limited instances,
among investors in the same Fund. For example, Management Fees are not charged on the General
Partner’s investment in a Fund, although the General Partners pay their pro rata share of Fund expenses.
Similarly, co-investors in a Co-Investment Fund generally pay a reduced Management Fee on the co-
investment portion of their investment.

As permitted for certain Funds pursuant to the Governing Documents, the relevant General Partner is
permitted to reduce all or a portion of any capital contribution it is required to make in satisfaction of
its respective commitment to the applicable Fund. In such cases, the Management Fee that would
otherwise be payable by investors in the applicable Fund is waived or reduced by an amount equal to
the reduction in the General Partner’s capital contribution to such Fund. Waived portions of the
Management Fee are treated by the Governing Documents as deemed capital contributions by the
relevant General Partner, which is effectively invested in the relevant Fund on such General Partner’s
behalf, and operates to reduce the amount of capital the applicable General Partner would otherwise be
required to contribute to the Fund. In the event a Fund utilizes a Management Fee waiver, then such
Fund’s investors are required to make a pro rata capital contribution on the General Partners’ behalf
according to their respective commitments to the participating Fund in connection with any such waiver
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Item 7 – Types of Clients

Turn/River provides investment advisory services to the Funds, which are exempt from registration
under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Investment Company Act”). The Funds limit their respective investors to: (i)
“accredited investors” as defined in the Securities Act of 1933, and (ii) “qualified purchasers” or
“knowledgeable employees,” each as defined in the Investment Company Act, and (iii) “qualified
clients,” as defined in the Advisers Act. Investors in the Funds must also meet certain other suitability
qualifications prior to making an investment in a Fund. The Funds are not registered or required
to be registered under the Investment Company Act, are not made available to the general public, their
securities are not registered or required to be registered under the Securities Act of 1933 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 Turn/River and/or the Funds. The
Funds typically require capital commitments of at least $5 million from each institutional investor,
depending on the Fund, although the applicable Fund’s General Partner has, in its sole discretion,
accepted lesser amounts.

The investors participating in the Funds generally include high net-worth individuals, banks or thrift
institutions, other investment entities, university endowments, sovereign wealth funds, family offices,
private foundations, fund-of-funds, discretionary asset managers, pension and profit-sharing plans,
trusts, estates or charitable organizations or other corporations or business entities and from time to
time include, directly or indirectly, principals or other employees of Turn/River and its affiliates and
members of their families, service providers retained by Turn/River, as well as executives and former
executives of Turn/River portfolio companies.

On occasion, Turn/River offers co-investment opportunities for certain investors to invest alongside a
Fund in certain Fund portfolio companies. Opportunities to participate in co-investment transactions
arise when Turn/River has the opportunity for an investment in an existing or prospective portfolio
company and Turn/River 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) Turn/River believes the Fund will benefit from the
participation of the co-investor(s), including but not limited to timing, sourcing and other structuring
considerations. Such determinations are based on the provisions of the applicable Governing
Documents (which for some Funds include a minimum investor capital commitment to be considered
eligible for co-invest), side letter agreements, agreements with lenders and such other factors as
Turn/River will consider in its sole discretion, including those specified in its policies on investment
allocation and co-investments. Turn/River’s exercise of discretion in allocating co-investment

opportunities 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 co-
investment opportunities are permitted, it is possible that the size of the investment opportunity
otherwise available to the Fund will be less than it would otherwise have been without the inclusion of
such co-investors.

Turn/River will select the investors that are permitted to or eligible to participate in a co-investment
opportunity in its sole discretion based on various factors, including those detailed in its Governing
Documents and as outlined in its internal policies and procedures. While one or more investors in the
Funds may be invited to or eligible to co-invest alongside the Fund in certain investment opportunities,
Turn/River is authorized in its sole discretion to offer co-investment opportunities to investors that are
not investors in the Funds. Co-investment opportunities are made available to select Fund investors and
may also from time to time be made available to third parties, including, without limitation, management
or founders of the applicable portfolio company, co-sponsors, strategic investors, lenders, investment
bankers, deal sources (including finders and consultants), other sponsors (including other private equity
or venture capital firms), service providers, sector experts, strategic advisors, other persons or entities
affiliated, associated or otherwise known to Turn/River or its personnel. Certain service providers,
including lenders and individuals who source transactions, have in the past and may in the future
negotiate co-investment rights or co-investment priority rights as a component of their compensation in
connection with the services provided and in those cases, may decrease the amount of co-investment
opportunities available for other eligible co-investors before a co-opportunity is presented.

Turn/River can cause some co-investors in a Co-Investment Fund to bear a Management Fee, Carried
Interest or other fees while not imposing a Management Fee, Carried Interest or other fees (or imposing
different fees) on other co-investors. Some co-investors can be provided a board seat or observer rights
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