Cordiant Capital Inc

Item 5 – Fees and Compensation
As mentioned in Item 4 above, Cordiant acts an investment manager to one US registered fund for which CLSA
serves as the principal management company. For these services, Cordiant receives a portion of the management
fee that CLSA charges the Fund. Fees are based on the Class of Units. Its sole investor holds Class 1 units and the
following fees are reflective of the investor units held.

Management Fee
Specific information about the Management Company Fee (the “Management Fee”) for providing management
services to the Fund can be found in the Investor’s Subscription Agreement. The Management Company receives,
out the assets of the Fund, a management fee payable monthly in arrears equal to a percentage of Invested
Capital. The Management Fee is calculated using the schedule below:

                                                             Maximum Annual Management Fee Calculated
                 Capital Commitment
                                                                 As a Percentage of Invested Capital
                Up to USD 24.999 Million                                           1.25%

      From USD 25 Million to USD 49.999 Million                                    1.125%

      From USD 50 Million to USD 99.999 Million                                    1.00%

               USD 100 Million and above                                         Negotiable

The Management Fee will be charged at the highest applicable rate on the Invested Capital out of the assets of
the Fund. The Management Company (i) will determine (annually/quarterly) the amount of Management Fee
which has been charged to each Unitholder on the basis of its share of the Invested Capital and (ii) will thereafter
proceed with the relevant retrocession to the extent necessary. The Investment Manager Fee is paid out of the
Management Company fee.

Incentive Fee
The Management Company receives an amount equal to fifteen percent (15%) of cash distributions to Unitholders
after the Unitholders will have been repaid their respective Paid-Up Amount plus 800 basis points per net IRR per
annum of Invested Capital (principal invested in any given year) (the “Hurdle Spread”). The Incentive Fee is
calculated using a so-called “European Waterfall” and will be payable only after the date when the Unitholder’s
Net Distributed Amount exceeds its total Hurdle Income, at which point the Management Company will receive
15% of the excess of the Unitholder’s Net Distributed Amount, provided that the net IRR on Invested Capital
exceeds 8%. No Drawdowns will be made once the Management Company has been paid any amount of Incentive
Fee.

Front-End Fees
Cordiant will, by focusing on origination and providing value-added structuring advice to borrowers, seek to boost
investor returns by securing payment of various types of fees to the Fund. This fee income paid to the Fund by
Investees in relation to an Investment by the Fund, including front-end fees and structuring fees, will be divided
50% to the Investor and 50% to the Management Company (CLSA). This fee income allocated to the Investor will
be pro rata to their Fund Commitment. For purposes of clarity, transaction fee income does not include fees for
facilitation services.

Cordiant, the investment manager, receives a fixed percentage of the revenue (management fee + incentive fee
+ front-end fees) net of all expenses according to its portfolio management agreement with the Management
Company.

A Fund investor may, through separate agreement with the Management Company and the investment manager,
negotiate economic terms that differ from those applicable to other investors, including reduced management
fees, reduced or waived incentive allocations, or other fee-related concessions. These arrangements are typically
based on factors such as the size of the investor’s commitment, the timing of the investment, or the nature of the
investor relationship. As a result, Cordiant directly or indirectly has an incentive to offer more favorable terms to
certain investors, which creates a conflict of interest, as such investors may bear lower fees than other investors
in the same fund. Cordiant seeks to ensure that any such arrangements are consistent with its fiduciary duties and
appliable law; however, there can be no assurance that all investors will be offered or will receive comparable
terms.

Other Fees and Expenses
Cordiant’s fees for advisory services are exclusive of other fees and expenses that a client will incur, such as (i)
custodial charges, brokerage fees, commissions, and other costs and expenses related to the purchase, sale or
transmittal of assets (including trade tickets) and management company investment processing fees; (ii) interest
expense; (iii) taxes, duties and other governmental charges; (iv) transfer and registration fees or similar expenses;
(v) costs associated with foreign exchange transactions; (vi) valuation expenses; (vii) legal, fund administration
and audit/accounting expenses (including third party accounting services or other third party administrative
services); (viii) recordkeeping expenses; (ix) distribution expenses and (x) other portfolio expenses.

Item 7 – Types of Clients
Cordiant provides discretionary investment advisory services to pooled investment vehicles in certain European
Union (“EU”) jurisdictions and the United Kingdom, and an exchange listed investment vehicle on the London
Stock Exchange. Investors in those vehicles are typically sophisticated institutional investors, pension funds,
government organizations/ agencies, insurance companies. Cordiant does not do direct business with retail
clients.

Cordiant’s investment minimum is approximately $10 million within the Luxembourg based Cordiant Capital
Funds, subject to a waiver of such minimum in Cordiant’s full discretion. Investors may be required to meet certain
suitability and net worth qualifications such as being: (i) “accredited investors”, as defined in Rule 501(a) under
the Securities Act of 1933; and (ii) “qualified client”, as defined in the Advisors Act rule 205-3, and certain Canadian
or EU requirements depending on the investor’s domicile.