Chamonix Partners Capital Management LLC

Item 5. Fees and Compensation

 Real Assets Business

 Clients of the Real Assets Business will typically pay an asset-based fee based on the aggregate
 face amount of all Loans for that client, as provided in the applicable Client Documents. Fee
 arrangements are customized and will be debited from such client’s separately managed custodial
 account or other vehicle and paid to the Adviser quarterly.

 SAS Business

 The fees applicable to clients of the SAS Business will be set forth in detail in the Client Documents
 for the relevant client. We anticipate that all clients will pay periodic asset-based fees (typically
 monthly, quarterly or semi-annually) that are due and payable in arrears. Given the nature of the
 transactions and the underlying collateral, at this time it is not expected that CLOs and other clients
 of the SAS Business will be expected to pay performance-based incentive fees. In most instances,

24005964735-v4                                      -5-                                            80-41026575

 an unaffiliated third party, such as a trustee, will pay the Adviser’s fees by applying an appropriate
 portion of the cash flows from the client’s underlying assets toward payment of the Adviser per
 the agreed-upon periodic schedule.

 For both the SAS Business and the Real Assets Business, the Client Documents permit us to
 negotiate each client’s fees and to waive fees for certain of our affiliates, current and former
 partners and employees, and accounts managed by such persons. Further, the Adviser may enter
 into agreements with clients in the future providing for other types of billing procedures. Such
 billing practices will be addressed in each client’s respective Client Documents. The Adviser may
 remit a portion of the advisory fees received by it to one or more of its affiliates or accounts or
 funds managed by it or its affiliates or to certain third-party investors. The Adviser may from time
 to time enter into other arrangements to waive or rebate other portions of its advisory fees.

 To the extent any fees are paid in advance, the Adviser will provide a pro rata refund to the relevant
 client if the investment advisory agreement were terminated prior to the end of a billing period
 subject to the provisions of the governing Client Documents.

 Detailed information concerning compensation and fee arrangements for clients is further outlined
 in the applicable Client Documents. As further noted in Item 12 below, Chamonix does not receive
 “soft” or commission dollars.

 Expenses

 In addition to the advisory fees described above, each client of Chamonix will pay certain other
 fees and expenses, including certain expenses reimbursed to the Adviser (although the Adviser
 will be responsible for its ordinary rent, office expenses and employee salaries incurred in the
 performance of its obligations under the applicable Client Documents). Clients will often bear, to
 the extent permitted under the relevant Client Documents, the following, without limitation: fees
 and expenses related to the analysis, development, purchase, holding, monitoring, valuation, and
 disposition of investments, including in connection with transactions not consummated; taxes, fees
 or other governmental charges levied against a client; auditing and tax preparation expenses;
 custodial expenses; brokerage commissions or fees; expenses related to rating agencies and
 preparing reports to investors; reasonable travel expenses undertaken in connection with the
 Adviser and its employees performing their duties and other out-of-pocket Adviser expenses,
 including fees and expenses incurred in connection with the marketing and placement of any
 securities issued by the client; fees and expenses of accountants and external counsel, including
 external counsel to the Adviser and external counsel to other transaction parties (e.g., the trustee,
 the arranger, etc.); costs of insurance; litigation and indemnity expenses; the cost of asset pricing
 and asset rating services, compliance services and other costs of reporting or regulatory
 compliance; software, accounting, programming and data entry costs associated with the Adviser’s
 investment activities; fees and expenses of risk retention valuation agents; costs of forming,
 maintaining, dissolving and winding up investment vehicles; and other expenses otherwise agreed
 to by the Adviser and the client. A more detailed description of the expenses borne by each client
 will be included in the client’s Client Documents.

 In certain cases, as described in the applicable Client Documents, certain of such expenses may be
 paid to affiliates of Chamonix for services provided by such affiliates to a client. In addition,
 certain of the expenses borne by a client may also be incurred by, or allocable to, other clients of
 the Adviser. Therefore, the Adviser may be required from time to time to determine how certain
 costs and expenses are to be allocated among multiple clients, or between clients and the Adviser,
 or both. To the extent a client, on the one hand, and the Adviser or one or more other clients, on
 the other hand, incur costs or expenses that are applicable to more than one of them, the Adviser
 will allocate such costs and expenses in a manner that it determines to be fair and reasonable,
 considering the applicable facts and circumstances. In addition, the Adviser has a conflict of
 interest where a service provider (e.g., legal counsel or accountants) provides services directly to

24005964735-v4                                    -6-                                           80-41026575

 the Adviser or its affiliates and separately provides services to one or more clients, in that the
 Adviser or an affiliate thereof may potentially obtain services at a lower cost than it otherwise
 could have as a result of the service provider’s work performed on behalf of, and the compensation
...

Item 7. Types of Clients

 Chamonix provides advisory services only to clients that are qualified purchasers as defined in
 Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and that are also
 qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933.

 Real Assets Business

 With respect to its Real Assets Business, Chamonix provides advisory services to its clients,
 primarily through separately managed accounts or other vehicles established for such clients
 participating in the Co-Lending Platform or the Sub Debt Platform, which in each case, will only
 be made available to institutional clients. Chamonix does not intend to market to or have individual
 retail clients or high net worth individual in the future and therefore is not required to file Form
 CRS.

 SAS Business

 With respect to its SAS Business, the Adviser’s clients are expected to include private funds that
 are exempt from registration under the federal securities laws as well as separately managed
 accounts. Private fund clients are expected to include CLOs and other types of investment
 structures. With respect to any private fund client that is an investment fund, it is expected that
 investment advice will generally be provided directly to the investment fund and not individually
 to its investors.

 Investment minimums for clients of both the SAS Business and the Real Assets Business are set
 forth in the applicable Client Documents.