Apogem Capital LLC

ITEM 5 – FEES AND COMPENSATION

The fee arrangements with Clients will vary depending on a variety of factors such as the structure of the
Fund or vehicle, the size of the account, and the investment strategy.

It is critical that Fund investors and Managed Account Clients refer to the relevant confidential private
placement memorandum, investment management agreement, limited partnership agreement, operating
agreement and/or other governing documents for a complete understanding of fees and expenses they
will pay. The information contained herein is a summary only and is qualified in its entirety by such
documents.

        A.      Advisory Fees and Compensation

As a general matter, the limited partnership agreement, operating agreement or investment management
agreement for each Client describes the fees payable to Apogem and its affiliates. Fees charged by Apogem
and its affiliates vary from Client to Client but generally include a management fee and incentive
allocation/fee, which are at rates and terms described in the Client’s relevant documents and are generally
not negotiable. However, some large investors or investor groups will receive more favorable economic
terms than other investors. In some circumstances, Apogem will also offer economic discounts (including
reduced fees) to investors participating in a Fund’s early closing(s) or to investors that Apogem has
determined, in its discretion, to be strategic investors. Apogem reserves the right to enter into similar
arrangements in the future. In addition, investments by Apogem, its employees and/or related persons, and
certain affiliates and their employees are not typically subject to the fees described above.

For Funds, a management fee of up to 2.0% is charged, though some Funds will not be charged a
management fee. In some cases, the management fee will decrease in the later years of a Fund’s life.
Management fees vary by Client, and are generally based on: (i) capital commitments; (ii) invested capital;
(iii) invested capital plus remaining capital commitments during the investment period of underlying fund
commitments, and following the end of such investment period, invested capital; (iv) the average monthly
value; (v) the outstanding principal amount of the Client’s loan portfolio plus the fair value or principal
amount of other assets in the Client’s portfolio; or (vi) some other methodology as described in the Client’s
governing documents.

Certain Funds will potentially pay a performance allocation to Apogem or affiliates of Apogem, in addition
to the management fees described above. Certain Funds will potentially pay a periodic performance
allocation up to 20.0% which represents a percentage of the value of the assets in a portfolio above a
threshold as of a calculation date and as described in the governing documents. Certain other Funds will
potentially pay a performance allocation, known as a “profit share” or “carried interest,” to Apogem or
affiliates of Apogem, up to 20%. Not all Funds will pay a performance allocation and the details of any
performance allocation, as applicable, are described in the Client’s governing documents.

Subject to applicable law and each Fund’s governing documents, Apogem or its affiliates have and will
enter into side letter agreements with certain investors. Side letters have the effect of altering or
supplementing the terms of the investors’ investments in the Funds, including waivers or reductions of the
management fee and the performance allocation, access to portfolio information, rights to make
withdrawals, and circumstances under which withdrawals are required.

Advisory fees for Managed Accounts depend on a variety of factors including the nature and size of the
account and services to be provided. Managed Account fees typically include an up to 1.0% management
fee and an up to 20.0% performance allocation/fee, though some Managed Accounts will not have a
management fee or performance allocation/fee.

For the Registered Fund, Apogem receives an asset-based investment consultant fee from the adviser to the
Registered Fund based on sourced opportunities that are consummated by the Registered Fund.

        B.       Payment of Fees

Apogem’s fees are generally paid from the assets of the Client(s) in accordance with the terms of the
governing documents or investment management agreement. Fund investors do not have the ability to
choose to be billed directly for fees incurred. Upon termination of Apogem’s investment management or
investment advisory role, any earned, unpaid fees would be due and payable. The timing of when fees are
paid depends on the individual governing documents of the Client. Fees are typically assessed quarterly or
semi-annually, and in advance or in arrears as prescribed in the Client’s governing documents. Capital is
called to pay fees, or fees are deducted from current account balances, pending distributions, or from lines
of credit.

Performance allocations are calculated and allocated for the life of the Client. In some cases, performance
allocations are paid periodically, generally annually, based on portfolio value above a threshold on the
calculation date. For Funds, performance allocations are typically realized later in the life cycle of the Fund
after the Fund has returned invested capital plus a preferred return. Certain Funds, however, realize
performance allocations on an annual or other periodic basis, deal-by-deal basis or by different methods
depending on the type of gain.

Generally, performance fees or allocations are calculated and charged separately with respect to each
investor in a Fund and are not affected by the profit or loss received by any other Investor.

        C.       Additional Fees and Expenses

In addition to the fees discussed above, investors, through their investment in the interests, equity or shares
of the Funds (“Interests”), bear their proportional share of all fund expenses incurred including those
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ITEM 7 – TYPES OF CLIENTS

Apogem provides investment advisory services to Funds and Managed Accounts. The Funds offer Interests
only to certain qualified investors such as pension plans, banks, sovereign wealth funds, endowments, other
investment advisers, corporations, insurance companies, and high net worth individuals. Admission to the
Funds is not open to the general public. An investment in a Fund is generally restricted to investors which
qualify as “accredited investors,” as that term is defined under rule 501(a) of Regulation D of the Securities
Act of 1933, as amended. These Funds are exempt from registration as investment companies with the SEC
pursuant to Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. Most Funds further require investors to
qualify as “qualified clients” and/or “qualified purchasers” as well as additional requirements. Our Funds
generally require a minimum capital commitment of $1 million or greater in order to invest. Investors
should refer to a specific Fund’s private placement memorandum for more information on its minimum
capital commitment. The respective general partners of our Funds retain the ability to waive the minimum
capital commitment requirement and have periodically done so for certain investors.

Apogem also serves as a non-discretionary investment consultant for a closed-end fund that is registered under
the 1940 Act pursuant to which Apogem sources investments and assists in the due diligence process.