Cohen & Company Financial Management LLC

Item 5         Fees and Compensation

SPAC Series Fund Clients

CCFM and/or its affiliates are compensated separately with respect to each series of the SPAC
Series Fund Clients (each, a “Series”). In addition, with respect to all Series, one or more affiliates
of CCFM receive, for a nominal price, a portion of the Founders Shares that were eligible for
purchase by the applicable Series in connection with its investment in the applicable special
purpose acquisition company’s sponsor (as described in Item 4). Accordingly, despite the fact that
no Series is subject to a management fee or performance-based compensation, CCFM and/or one
or more of its affiliates are effectively compensated in connection with each Series, and such
compensation does not reduce any expense reimbursements or performance-based compensation,
as applicable, distributable or payable to CCFM and/or its affiliates by the Portfolio.

SPAC sponsors typically charge the SPAC for certain administrative expenses. Where the sponsor
entity of the SPAC, in which a SPAC Series Fund Client invests, that is either affiliated with
CCFM or one in which individuals associated with COHN or the Operating LLC, including Daniel
Cohen are officers, a conflict of interest exists. These fees may or may not be negotiated and may
or may not be market rate and will not offset or reduce any fees payable to CCFM.

The Managing Member/Adviser, in its sole discretion, may waive or reduce the Management Fee
and/or performance-based compensation for Limited Partners/Members that are principals,
employees or affiliates of the Adviser or the Managing Members, relatives of such persons, and
for certain large or strategic investors.

Dekania CDOs

Advisory fees are typically comprised of a senior collateral management fee that is paid prior to
any distributions to the CDO’s note holders of up to .25% per annum and a subordinate collateral
management fee of up to .25% per annum following distributions to the CDO’s note holders and
the payment of various operating expenses. In addition, the Adviser is paid its fee in connection
with any auction subject to the expense cap set forth in the governing documents of the Client.

Insurance JV

Advisory fees are comprised of a senior servicing fee of .75% per annum and an incentive fee 20%
of distributions after investors have received distributions equal to their capital contributions plus
a non-cumulative return of 6% per annum which is capped at .50%. The incentive fee is paid one-
half on an annual basis as a senior preferred servicing fee via issuance of additional equity to
CCFM and one-half as a junior preferred servicing fee upon liquidation of Client.

Other Fees

In addition to management fees, performance-based fees and other fees, investors will bear
indirectly the fees and expenses charged to the Clients. Those fees and expenses will vary by
Client, but typically will include, expenses relating to its ongoing structure and operation, including
legal, accounting (including third-party accounting services), administration, audit, and other
professional fees and expenses, out-sourced trading expenses, research expenses (including

research-related travel), investment expenses such as commissions, interest, borrowing charges on
securities sold short, trading-related technology and software costs deemed by the Adviser to
benefit the Client such as order and risk management systems, Bloomberg terminals, expenses of
third-party valuation agents (if any), compliance expenses of the Client (including expenses related
to various filings (or portions thereof) the Adviser is required to make as a result of managing the
Client’s portfolio, such as Form PF and expenses related to registration, filing, and/or reporting
requirements in any jurisdiction in which the limited liability company interests are offered or
sold), insurance (including D&O and E&O insurance premiums for the Adviser), organizational
expenses, custodial fees, bank service fees and other expenses related to the acquisition, workout,
disposition, preservation or transmittal of Client assets.

The Adviser may from time to time pay expenses on behalf of the Client. The Client will reimburse
the Adviser for any expenses paid on its behalf.

Investors and prospective investors should review the applicable governing documents for more
detailed information about the fees and expenses borne by the Clients.

The Adviser may enter into agreements (sometimes referred to as "Side Letters") with certain
prospective or existing investors whereby such investors are subject to terms and conditions that
are more advantageous than those set forth in the offering documents for a Client. For example,
such terms and conditions may provide for special rights to make future investments in the Client,
other investment vehicles or managed accounts; special withdrawal rights, relating to frequency
or notice; a reduction or rebate in fees to be paid by the Member and/or other terms; rights to
receive reports from the Client on a more frequent basis or that include information not provided
to other investors (including, without limitation, more detailed information regarding portfolio
positions) and such other rights as may be negotiated by the Adviser and such investors. The
modifications are solely at the discretion of the Adviser and the Client and may, among other
things, be based on the size of the investor’s investment in the Client or affiliated investment entity,
an agreement by an investor to maintain such investment in the Client for a significant period of
time, or other similar commitment by an investor to the Fund. The Client is not required to disclose
the terms and conditions of any Side Letter to other investors.

In addition, certain of Adviser’s investment professionals have economic interests in the Managing
Member and General Partner and/or are compensated based, in part, upon the revenue generated
...

Item 7         Types of Clients

The Adviser provides investment advisory services to Clients, based on the particular investment
objectives and policies of each as described in its governing documents. The Adviser may in its
discretion manage other funds or accounts with different objectives, higher or lower fees, and
different fee structures than the Clients. The Adviser does not currently manage individual
separately managed accounts for clients.

The Adviser generally requires investors to complete and submit a subscription agreement that
requires, among other things, that the investor meet the legal and suitability requirements for
investment. As a condition for starting and maintaining a relationship, the Adviser generally
imposes a minimum initial investment of $1,000,000 but may accept lesser based upon certain
criteria including, but not limited to, anticipated future earning capacity or anticipated future
additional assets, the nature of the prospective client, or pre-existing relationships. The minimum
capital contribution for Interests in the SPAC Series Fund Clients is $100,000, subject to reduction
in the sole discretion of the Managing Member.