Cross Ocean Partners Management LP

Item 5. Fees and Compensation

Compensation received by Cross Ocean and/or an affiliate for investment management services to the
Clients is comprised of management fees based on a percentage of assets under management and
performance-based fees. The following is a general summary of fees, which will be described in greater
detail in the confidential private placement memorandum (“PPM”) of each Fund or the investment
management agreement of each Account.

Prospective investors and clients should be aware that Cross Ocean’s fees and performance allocation may
change over time and that different fees may apply if Cross Ocean adopts new investment strategies.

Management Fee

Cross Ocean does not maintain a fixed fee schedule for the Clients. Generally, Cross Ocean will receive a
management fee (“Management Fee”) from each Client of up to 2.0% per annum of the net asset value of
the relevant fund, drawn capital, employed capital, committed capital or any combination of the foregoing.
These fees will generally be payable monthly or quarterly in arrears.

Other Fees, Management Fee Offset and Fees of Service Companies

Cross Ocean or an affiliate may receive transaction, directors’, consulting, advisory, management,
monitoring, closing, break-up, servicing, disposition or administration fees and other similar fees from
portfolio companies in connection with a Client and its investments and potential investments (“Other
Fees”). Although arrangements may vary from Client to Client, as described in the pertinent offering and/or
governing agreements for each Client, generally 100% of such Other Fees will be applied to reduce the
Management Fee for such quarterly period (net of any unrecouped expenses associated with the Client’s
investments). To the extent such offsets 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.

With respect to certain Funds, certain Other Fees may not be applied to reduce the Management Fee (such
as fees received with respect to securitization vehicles in which such Fund participates, provided that the
Fund does not effectively bear any fees attributable to its own capital in any such securitization vehicles).
The investment program of certain Funds is expected to include investing in assets subject to fees or profit-
sharing arrangements payable to servicers of specific assets owned by the Funds (“Service Companies”)

based upon the specialized expertise, systems or other relevant considerations with respect to each Service
Company. Services are typically provided pursuant to service or management agreements between the
holding companies in which a Fund owns a direct or indirect interest and the Service Companies that can
provide for the payment of servicing or other fees. These Fees, which are in addition to the pertinent
Management Fees and carried interest distributions, may be determined in accordance with one or more of
the following methods: (i) a percentage of the value of the assets being serviced, (ii) a percentage of the
equity invested in the assets being serviced, (iii) a percentage of the cash flows from the assets being
serviced, (iv) a percentage of the net return from the assets being serviced or (v) a flat fee per asset serviced
or service. It is possible that certain Service Companies may receive performance-based compensation,
even though the pertinent Funds, as a whole, do not have net capital appreciation.

With respect to such Funds, Cross Ocean and/or its affiliates may act as Service Companies and receive
compensation from such Funds’ portfolio companies (e.g., securitization vehicles) or third parties,
including without limitation management, servicing and disposition fees from third parties in connection
with the Funds’ investments. Fees payable to any affiliated Service Companies will typically be structured
so that the pertinent Funds do not effectively bear any such amounts with respect to its allocable portion of
the applicable investments. This can be accomplished through special allocation of the relevant fees to
investors other than the Funds, or if the Funds are subject to such fees payable to Cross Ocean or its
affiliates, such amounts (net of related expenses) will be applied to offset the pertinent Management Fees.
In the case of transaction fees received by Cross Ocean or an affiliate from any third parties solely as a
result of the Funds’ investments, such fees will reduce the Management Fees on a dollar-for-dollar basis.
For the avoidance of doubt, the offset shall not apply with respect to any portion of such fees that are not
attributable to the Funds or activities that are not on behalf of the Funds (for example, if the Funds co-invest
with any other Cross Ocean funder third party co-investors in any investment, the offset will apply solely
with respect to a pro rata portion of transaction fees based on the Funds’ participation percentage in the
relevant investment).

With respect to certain of Cross Ocean’s managed Clients, in respect of certain targeted investments, after
the initial investment decision is made by the Client’s investment committee, ongoing monitoring and the
authority to make investment decisions on behalf of such Clients may be vested with affiliated investment
advisors or sub- advisors of Cross Ocean or an independent board of an underlying offshore special purpose
vehicle rather than the investment committee.

Performance Allocation

Cross Ocean or an affiliate will generally receive a performance allocation or carried interest in accordance
with the distribution waterfall of the relevant Client which will, in general, not exceed 20% of all net profits
generated by the Client. Certain of Cross Ocean’s Funds are assessed an incentive allocation of up to 20%
of net profits allocable to the Fund during a particular performance period (which may be annually or for
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Item 7. Types of Clients

Cross Ocean provides investment advice to private investment funds (defined previously as the “Funds”)
and separately managed accounts (defined previously as “Accounts”). Investment advice is provided
directly to the Clients and not individually to the Client investors.