BW Asset Management Ltd

ITEM 5 – FEES AND COMPENSATION

Fee Arrangements vary by matter and Client and are subject to the specific provisions in
each Investment Management and Advisory Agreement.

    A. Advisory Fees and Compensation

    The fees applicable to each Client are set forth in detail in each of BW’s Investment
    Management and Advisory Agreements and/or the Client’s Governing Documents
    (including any side letters between the Client and its underlying investors).

    The fees applicable to each individual Client will generally be based upon pre-existing fee
    structures in place with respect to the Client’s prior investment adviser and/or its affiliates
    and may be adjusted or modified based upon the specific activities required for each
    Client as set forth in the applicable Investment Management and Advisory Agreement.
    However, fees are generally expected to take the form of either or both:

       1. Management Fee. The Management Fee is generally calculated as a percentage
           of assets under management or alternatively may be agreed as a fixed fee or
           another arrangements agreed in the applicable Investment Management and
           Advisory Agreement. Management Fees will generally be assessed monthly or
           quarterly, in advance or in arrears, and deducted from the assets of the Client
           funds managed by the Investment Adviser. Management Fees collected in
           advance will be refunded to Client pursuant to the termination provisions of the
           governing documents which could differ for each Client; and/or

       2. Performance Fee. The Performance Fee, if applicable, is a conditional
           compensation subject to performance of the Client for any given year or portion
           thereof. For further information regarding the Performance Fee, please see Item
           6.

    The Investment Adviser may waive all or part of any of these fees in respect to any
    Client by rebate or otherwise and all fees are subject to negotiation.

B. Retainer Fees

The Investment Adviser reserves the right to charge a retainer fee (which may be paid
in advance, provided, that in no event will such fees be paid more than six months in
advance) to certain Clients, which will be individually negotiated between the
Investment Adviser and any such Client.

C. Additional Fees and Expenses

The Investment Adviser generally pays the expenses and costs that it incurs in connection
with carrying out advisory services, including its operating, rent, utilities and similar
overhead expenses, in addition to the compensation of its employees. However, Clients
are generally required to reimburse the Investment Adviser subject to, and depending on
the terms of the relevant Investment Management and Advisory Agreement and the
Governing Documents of the Client, for their operating and other expenses that the
Investment Adviser incurs with respect to such Client, which may include, without
limitation, expenses directly or indirectly related to its operations and trading transactions
and positions for its account, such as the Management Fee and investment management
expenses, interest expense, brokerage commissions, custodial fees, research and due
diligence fees and expenses (including any research and/or due diligence related travel)
and materials (including online news and quotation services, computer hardware and
software used for research, Bloomberg service, etc.), order management systems,
withholding and transfer taxes imposed on it, blue sky fees, initial and periodic legal, audit,
administration and accounting fees and expenses, investor reporting costs, insurance
expenses, consulting fees and expenses, professional fees and expenses, and other
similar fees and expenses.

Notwithstanding the foregoing, the precise expenses that are reimbursable to the
Investment Adviser are set forth in the applicable Investment Management and
Advisory Agreement and/or the Governing Documents of each Client and are generally
not negotiated by the Investment Adviser. The Investment Adviser fairly allocates such
reimbursable expenses considering economic benefit to Client and pursuant to an
expense allocation policy.

D. Additional Compensation and Conflicts of Interest

As certain vendors and/or service providers may have already been engaged by a Client
prior to the Investment Adviser entering into the applicable Investment Management and
Advisory Agreement, the Investment Adviser could have conflicts of interests with such
pre-existing vendors and/or service providers, which could lead the Investment Adviser
to make changes or adjustments to the providers or the provision of services to mitigate
the conflicts of interest.

Neither the Investment Adviser nor any of its supervised persons accepts compensation
(e.g., brokerage commissions) for the sale of securities or other investment products.

Affiliates of the Investment Adviser may receive fees from companies in which the
Clients have existing investments for other financial advisory, restructuring and
administrative, management and consulting services (including services related to the
sale of a company), secondment services of key and delegated personnel (including,
without limitation, travel, lodging, relocation expenses and meal expenses) and,
occasionally, director, officer and similar fees. These types of fee arrangements present
the possibility for a conflict of interest between the Investment Adviser and its Clients.
In some cases, the Investment Adviser and its affiliates will forego, postpone or delay
payment of these fees. The Investment Adviser has policies and procedures in place to
identify, mitigate and disclose conflicts of interest such as these.

Other Potential Conflicts of Interest

Affiliates of the Investment Adviser (“Kroll Affiliates”) provide a broad range of services
(“Services”) to third-party clients (including Clients and their portfolio investments),
...

ITEM 7 – TYPES OF CLIENTS

The Investment Adviser provides investment advisory services to Clients that are registered
investment companies, liquidating trusts, pooled investment vehicles (“Funds”) and special
purpose vehicles and issuers that are specifically in need of the unique combination of
expertise, capabilities and resources of the Investment Adviser.

The minimum account size of any Client accepted by the Investment Adviser will generally
be USD 5,000,000, provided that the Investment Adviser may reduce or waive this
minimum, in its sole discretion at any time, and may do so for some Clients and not others.

Minimum investment into Clients will vary from Client to Client, although we do not
anticipate accepting new capital into any Clients once we have assumed management
responsibilities for such Client.