Arena Investors LP

ITEM 5. FEES AND COMPENSATION

Arena’s Clients, and the investors in the Arena Funds, are generally qualified purchasers, as
defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”). As such, a detailed Client fee schedule is not included in this
brochure. However, Arena Fund investors will pay some or all of the following fees to Arena:

(i)     An annual management fee, typically payable monthly or quarterly in advance, which
will be up to 2.0% per annum of the applicable investor’s capital account balance or assets under
management (a “Management Fee”), as applicable. The specific payment terms and other
conditions of the management fees payable to Arena are set forth in the Offering Documents or
the IMAs of each respective Client; and
(ii)    In the case of open-ended private funds, the performance fee (or in the case of certain
other Clients, an “incentive allocation”; the phrase “Carry” is used throughout this brochure to
refer to both a performance fee or an incentive allocation) will generally be up to 20% of the net
capital appreciation of such investor’s capital balance at the end of the relevant fiscal period
(generally subject to a “high water mark” based on prior high net values and loss carryforward
limitation) and, in certain instances, subject to a soft hurdle. Carry will be taken on assets that
are set aside (the “Set Aside Carry”) to be tracked separately in connection with a withdrawal
(the “Set Aside Portion”) and such Set Aside Carry will not be “netted” against the profits and
losses associated with any amounts that are not being withdrawn. With respect to certain clients
structured as closed-end vehicles, a carry may be made subject to an all-capital back waterfall
and a preferred return. See, Offering Documents or IMAs for details.
(iii) In the case of closed-ended private funds, performance fees are also charged on similar
terms, but distributions will be collected exclusively by investors until such investors receive
their initial contributions and/or any preferred returns. See, Offering Documents or IMAs for
details.
In certain cases, Arena will waive or reduce Management Fees and Carry for certain investors,
including employees and affiliates. The Carry will be payable or allocable to the general partners
of each Arena Fund (collectively, the “General Partners”), each an affiliate of Arena.
Arena negotiates fees with regard to its separately managed accounts.
As disclosed in the relevant Offering Documents or IMAs, Arena and certain of its affiliates also
charge a fee generally equal to 40 bps (0.40%) per annum to 150 bps (1.50%) per annum,
depending on the level of sophistication of the relevant mandate, on the fair value of the illiquid
portion of the portfolios managed by Arena or up to 25 bps (0.25%) of the total net asset value
in connection with the management and servicing of Client account assets. This fee is in addition
to the Management Fee borne by the Arena Fund (and its investors) or SMA accounts, is not
offset by any Management Fee or other fees, and is used to offset the expense of engaging
personnel and incurring other overhead costs to manage loans assets of Clients accounts in lieu
of hiring an unaffiliated third‐party loan servicer (please see “Certain Asset Servicing Expense”

and Item 11 for information relating to conflicts of interest). Some Clients will be assessed a
higher Asset Servicing Expense (as defined below) depending on the investment mandate.
Affiliates of Arena will also charge other fees to cover services which are not included in the
customary items covered by the Management Fee, and which could be provided by unrelated
third parties at the expense of the Arena Funds or SMA accounts (See below “Additional Fees
and Expenses”).
Arena shall make investments on behalf of Clients either directly or indirectly through
investments in accounts, including private pooled investment funds (or other pooled investment
vehicles), with other investment advisers, in which case the Client will generally be subject to
additional fees payable to such other investment adviser, as well as its proportionate share of
costs and expenses, including where the relevant co-manager or other investment adviser will be
paid out of the assets of a joint venture vehicle in which the Client is invested. Arena also will
place a portion of a Client’s investable assets in Arena‐affiliated investment funds, in which case
the Client will not be subject to any additional Management Fee or Carry but will bear its
proportionate share of costs and expenses.

Arena will deduct Management Fees from Clients’ assets, typically in advance, and/or bill Clients
for fees incurred, on a monthly or quarterly basis, depending on the Client involved. As a result
of limitations on withdrawals from an Arena Fund, Management Fees will in some cases have
been earned at the time of withdrawal. In the unusual situation in which (i) an investor withdraws
from an Arena Fund, (ii) the Arena Fund terminates its operations or (iii) a Client or Arena
terminates the IMA between them, in each case prior to the end of a quarter or month, as
applicable, the Management Fee for the quarter or month in question will be prorated for the
number of days that, as applicable, (i) the investor held an interest in the fund, (ii) the fund was
in operation or (iii) the investment management agreement was effective, and any unearned
portion of the Management Fee will be refunded, as applicable, to the fund and investor. More
detailed information about specific fees and expenses is provided in the pertinent Offering
Documents or IMA.

Additional Fees and Expenses

Arena and any affiliated General Partners will be generally responsible for all of their respective
overhead costs and expenses, to the extent that such costs and expenses are not otherwise borne
by one or more Clients.
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ITEM 7. TYPES OF CLIENTS

As described in Item 4 above, Arena offers investment advisory services to various funds and
managed accounts, including managed accounts beneficially owned by affiliates, foreign and
domestic limited partnerships, companies, limited liability companies, or trusts not registered
under the Investment Company Act. In addition, the securities issued by the Clients are not
registered or required to be registered under the Securities Act of 1933, as amended (the “Securities
Act”).

With limited exceptions where permitted by applicable law, Arena will require that the
underlying investors in the Arena Funds and the SMAs that it advises be “qualified purchasers”
as that term is defined in Section 2(a)(51) of the Investment Company Act (with the exception
of certain Arena personnel who qualify as “knowledgeable employees” under Rule 3c‐5 of the
Investment Company Act). Generally, the minimum subscription amount for investors in the
Arena Funds varies between USD $1,000,000 and USD $15,000,000, which can be waived at
the discretion of the General Partner of the applicable Arena Fund. Any waiver in the minimum
subscription amount will not fall below the minimum amount required by law.