Blue Torch Capital LP

Item 5.         Fees and Compensation
Separate Account Management

Separately managed account (“SMA”) fees are negotiated on a case-by-case basis and are charged as
outlined in the relevant investment management agreement with the applicable Client. SMA account
fees can consist of both asset-based fees and a performance-based component.

Private Funds

Management Fees
Investors in each Private Fund pay management fees that are generally calculated as a percentage based
on the client’s or investor’s pro rata share of total assets under management of such Private Fund
(subject to certain exceptions as described below), calculated and payable quarterly in advance on the
first day of each calendar quarter based on assets under management as of the last day of the prior
calendar quarter. Management Fees will accrue daily and will be pro-rated for any partial period. If an
investor should withdraw from a Private Fund or a client terminate a separate account before the end
of a billing period, unearned, pre-paid fees (prorated for the remaining portion of the billing period)
will be refunded directly to the Private Fund, underlying investor, or separate account in accordance
with the terms of the Private Fund’s offering documents, organizational documents and/or investment
management agreement, as applicable. Blue Torch has the ability to negotiate fees with each client or
investor, and can, in its discretion, waive fees for certain investors.

In certain instances, Blue Torch and/or its affiliates receive transaction, directors’, consulting, advisory,
management, monitoring, closing, break-up, servicing, disposition or administration fees and other
similar fees in connection with the investments and potential investments (“Other Fees”). 100% of
such Other Fees, if any, can be applied to reduce the management fee for the quarterly period (net of
certain expenses. To the extent any offset would reduce the management fee for a given quarterly
period below zero, such offsets will be carried forward and reduce future instalments of the
management fee. In certain circumstances, Blue Torch has the ability to retain a portion of such fees
without a corresponding offset.

Performance-Based Allocations or Fees
For the Private Funds it is anticipated that an affiliate of the Firm will in general receive a performance-
based allocation (subject to certain exceptions as described below) on terms set forth in the offering
documents for the Private Funds; subject to the return of capital contributions to investors and subject
to a preferred return to investors of generally 6%, catch-up distributions to the affiliate and/or other
performance hurdles as more fully described in the offering documents for the Private Funds.

Compensation to the Firm is negotiable and is set forth and described in each Client’s offering
documents, organizational documents and/or investment management agreement. Certain investors in
the Private Funds negotiate for and pay reduced performance-based allocations or fees and/or reduced
management fees. Blue Torch has the ability to waive performance-based fees for certain clients or

Form ADV Part 2A

investors.

Additional Expenses and Fees
Clients and investors are anticipated to bear some or all of the following costs and expenses, which will
be outlined in full in the relevant offering document, organizational document or investment
management agreement:

 (i)     all fees, costs and expenses incurred in connection with the organization and startup of a Private
         Fund or other Client any feeder vehicles sponsored by the Firm, a general partner or managing
         member of a Private Fund or its affiliates, including legal and accounting fees, printing costs,
         travel and out-of-pocket expenses, and all costs and expenses incurred in connection with the
         offering of interests in a Private Fund or other Client, including compliance with any blue sky
         laws and AIFMD and costs and expenses incurred in connection with the preparation,
         distribution, printing and negotiation of any offering document (including any amendments or
         supplements thereto), any other marketing documents and organizational documents;

 (ii)    all expenses attributable to investment activities, operations and administration of a Client, or a
         general partner or managing member of a Private Fund and Blue Torch on behalf of a Client;

 (iii)   any and all fees, costs and expenses incurred in connection with the evaluation, diligence,
         discovery, sourcing, investigation, development, researching, negotiation, financing, structuring,
         acquisition, consummation, monitoring, holding, maintaining, hedging, management or
         disposition of Investments (whether or not consummated) and temporary investments,
         including (A) sales commissions and fees, non-refundable deposits and costs and expenses, loan
         fees, syndication fees, private placement fees, brokerage and sales fees and commissions,
         appraisal fees, research fees, dealer spreads, interest and clearing and settlement charges, bank
         charges, commitment fees, transfer taxes and premiums, underwriting commissions and
         discounts, expenses relating to short sales, break-up fees; (B) fees and expenses related to
         market data (including, without limitation, expenses incurred in connection with any
         multimedia, analytical, database, news or third-party research or information services, systems,
         reports and subscriptions and similar items, including participation in industry investor
         conferences); (C) professional fees and expenses, including legal (including costs of specialist
         internal counsel where a Client would otherwise engage external counsel), accounting, auditing,
         investment banking, third-party industry and due diligence experts (including, without
...

Item 7.        Types of Clients
Blue Torch provides discretionary investment management to Private Funds, separately managed
accounts, and SPVs. Underlying investors in Clients include high net-worth individuals, family offices,
financial institutions, insurance companies, corporations, sovereign wealth funds, endowment funds,
charitable organizations, public and private pension funds and other investment funds.

For the Private Funds, each underlying investor must be an “accredited investor” as defined in
Regulation D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in
the 1940 Act. Certain employees of Blue Torch who qualify as “knowledgeable employees” under Rule
3c-5 of the 1940 Act are permitted to invest directly or indirectly in the Private Funds. The offering
and organizational documents of each Private Fund will set forth the minimum amounts required for
investment by prospective investors in such Private Funds. These minimum amounts can be waived by
Blue Torch or an affiliate. Investors should read the offering and organizational documents in full and
consult with their advisors prior to making an investment.