WestRiver Management LLC

Item 5          Fees and Compensation

A.      Management Fees

Pursuant to the operating agreements of all our Fund(s), we offer investment advisory services and are
compensated through management fees as described below:

        Fixed Fee
        We charge fixed investment management fees that are generally based on either a budget agreed to
        by the investment committee of the applicable Client, or a percentage of the capital invested in the
        Fund by our investors. The fixed investment management fees are payable quarterly in advance.
        If the investment management agreement between the Firm and the client is terminated, the client
        will be responsible for paying a pro-rated fee for the quarter in which the account was terminated.
        If an agreement with a client that pays fees in advance is terminated, the Firm is not required to
        refund any portion of any prepaid fee.

        Performance-Based Fees (Carried Interest Distributions)
        The Firm and its affiliates act as the managing member of each of the Fund(s). We are entitled to
        receive carried interest distributions from each Fund in accordance with the terms of the Fund's
        operating agreement. Typically, the carried interest is structured as a right to receive a specified
        percentage of any additional distributions after the Fund's investors have received back their capital
        contributions plus a preferred return. In some contexts, after the investors have received their
        capital contributions and preferred return, we may be entitled to catch-up distributions
        commensurate with the preferred return paid to our investors. Following the catch-up (if
        applicable), any additional distributions are split between the investors, on the one hand, and the
        Firm, on the other hand, in accordance with the carried interest percentage as specified in each
        Fund(s) operating agreement.

        Alternative Fee Arrangements
        The Firm may, at our discretion, be willing to consider and negotiate fee arrangements that are
        different than those described above (e.g., basis points assessed on percentage of assets under
        management).

B.      Additional Fees and Expenses

Unless otherwise agreed to with a client, our fees do not include transaction charges (more information
regarding our transaction practices can be found under Item 12 - Brokerage Practices), custodial fees,
transfer taxes, exchange fees, interest charges, electronic fund and wire transfer fees, or any charges, taxes
or other fees mandated by any federal, state or other applicable law or otherwise agreed to with the client.
In addition, if we acquire a mutual fund, pooled fund or similar investment vehicle for a client account, the
client will be responsible for the fees and expenses charged by the underlying fund.

The Firm’s general policy is not to charge portfolio companies any additional fees. However, the Firm’s
affiliates may receive compensation as officers, directors or consultants for some of the portfolio companies
of the Funds. Generally, these fees are not offset against the fees described above.

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WESTRIVER MANAGEMENT, LLC BROCHURE

In addition to the management fees described above, the individual Fund(s) are responsible for a number
of expenses that are incurred by or on behalf of the Fund(s). WestRiver will charge fees and allocate and
expenses to each Fund strictly in accordance with (a) its fiduciary obligation to treat each Fund fairly and
equitably and (b) the guidelines disclosed in Fund offering documents and any other applicable agreements.
Below is a list of general expenses and fees that could be expected to be incurred by a Fund:

      Fees and expenses associated with the organization of the Fund and the offer/sale of interests;
      Costs of selecting, acquiring, holding, monitoring and disposing of investments;
      All expenses relating to litigation and threatened litigation involving the Fund;
      Legal, auditing, tax and accounting services, brokerage, travel, marketing and other fees,
       commissions and expenses incurred by the Fund;
      Taxes, insurance, and any costs incurred from dissolving and liquidating the Fund.

Generally, all expenses payable by Fund(s) are negotiated in advance and approved by respective
investment committees of the applicable Fund in the form of a budget. Thus, the above list is not all-
encompassing and only provides a sampling of the fees and expenses that may be incurred in running an
investment Fund. For more information, please refer to each Fund’s operating agreement.

C.       Compensation for Sale of Securities or Other Investment Products

Neither the Firm nor any of its supervised persons accepts compensation for the sale of securities or other
investment products.

Item 7           Types of Clients
The Firm provides investment advisory services to the privately offered pooled investment Funds, and
various institutional clients such as endowments, other investment advisers and charitable organizations, as
discussed above in Item 4 - Advisory Business. Certain Fund(s) may require investors to make a specified
minimum investment as specified in each Fund(s) operating agreement. The terms and amount of each
investment in each of the Fund(s) are privately negotiated. Fund investors may include pension and other
Fund(s) subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Each
Fund may require certain customary representations or assurances from Benefit Plan Investors (as defined
in 29 C.F.R. §251 0.3-1 01) to determine the Fund’s compliance with legal provisions applicable to them.

Interests in the Funds are currently offered on a private placement basis, and where applicable, in reliance
on Section 3(c)(1) and 3(c)(7) of the Company Act, to persons who generally are “accredited investors” as
defined under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as
defined under the Company Act, and who are subject to certain other conditions, which are fully set forth
in the Offering Documents of each of the Funds.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified client” as
defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder.