DW Partners LP

Item 5. Fees and Compensation

(A)       Generally.

DW generally receives compensation for managing Client assets based on the total net value of the assets under
management and the performance achieved for each Client’s account.

DW generally receives a management fee (the “Management Fee”) that is payable monthly or quarterly in
arrears, equal to an annual rate of between 0.25% and 1.0% of net assets. DW also generally receives an annual
performance allocation or fee of between 10% and 20% of investment proceeds, if any, subject to a high-water
mark and in some cases a preferred return or a performance hurdle with general partner catch-up (the “Incentive
Compensation”).

DW has the ability to reduce the fees charged to an investor based on certain variables, including the total
amount invested with the Firm. DW also has the ability to waive, reduce or rebate fees attributable to any
investments held by or on behalf of any other party, including, without limitation, any employee, agent or affiliate
of DW. Partners, employees and certain affiliates of DW currently invested in the DW Funds are not charged
Management Fees and Incentive Compensation.

The above information is a summary. The Management Fee and Incentive Compensation are subject to
additional terms as outlined in the Clients’ Governing Documents.

(B)       Compensation Deduction.

Management Fees and Incentive Compensation earned by DW with respect to the DW Funds are deducted
automatically from the DW Funds’ accounts pursuant to their respective Governing Documents. The Sub-
Advised Funds and the SMAs are billed for Management Fees and Incentive Compensation payable to DW.

(C)       Other Fees and Expenses.

Subject to certain restrictions and caps set forth in their respective Governing Documents, the Clients bear their
own organizational expenses, investment expenses, and operating expenses. Below is a summary of such
expenses. Please refer to the Clients’ Governing Documents for a full list of expenses.

         Organizational Expenses: Expenses incurred in connection with the organization and initial issuance of
          the fund.
         Investment Expenses: Expenses associated with the investment program of the fund, including, without
          limitation: brokerage expenses; commissions, dealing and spread costs (which vary depending on a
          number of factors, including, without limitation, the bank, broker or dealing counterparty utilized for
          the transaction, the particular instrument traded and the volume and size of the transaction); execution,
          give-up, exchange, clearing and settlement charges; initial and variation margin; principal; regulatory
          filings, commissions and fees; delivery; custodial fees; escrow expenses; insurance costs; third party
          research; interest and borrowing charges on margin accounts and other indebtedness; bank, broker and
          dealer service fees; interest expenses; consulting, advisory, investment banking, legal, tax advisory,

          accounting and other professional fees and expenses relating to particular investments or
          contemplated investments; expenses relating to risk reporting services and trade management systems
          and all other research expenses (including, without limitation, travel expenses related to research);
          costs of acquiring membership in exchanges; and all other costs, expenses, fees and charges relating to
          the acquisition, disposition, and holding of fund investments, as applicable (including, without limitation,
          taxes, costs and expenses of any special purpose vehicle or any investment made directly by a feeder
          fund) or otherwise directly or indirectly related to a fund’s investment program.
         Operating Expenses: Expenses associated with the operation of the fund, including, without limitation:
          management fees; administrative expenses; custodial expenses; legal expenses; compliance and
          regulatory expenses (including, without limitation, third-party expenses incurred by DW, a fund, or any
          of their affiliates); board of directors’ fees and expenses (if any); costs of insurance (if any) for the
          benefit of the board of directors; internal and external accounting expenses; audit and tax preparation
          expenses, interest; taxes; communication expenses with respect to investor services and expenses of
          partner or shareholder meetings and of financial and other reports; all expenses incurred in connection
          with the offer and sale of Interests or shares in the fund, as applicable; and all other expenses associated
          with the operation of the fund, as applicable, including, without limitation, costs and expenses relating
          to the reorganization and all extraordinary expenses (such as the cost of litigation or indemnification
          payments, if any).

For Clients with a master-feeder structure, each feeder fund bears its own organizational, investment and
operating expenses as set forth above, and a pro rata share of such expenses incurred by their related master
fund. Expenses specifically attributable to a single investor or group of investors are charged solely to such
investor or group of investors, as applicable.

The Sub-Advised Funds and SMAs bear their pro-rata portion of all expenses associated with their investments.
Such expenses include, but are not limited to, due diligence fees, transactional fees, legal, audit (if any) and
accounting fees, trustee fees, third party valuation service fees, administration fees, custodial fees, brokerage
commissions, clearing fees, interest and withholding or transfer taxes incurred, and similar expenses incurred by
the seller of an asset or by DW in connection with its management of the relevant asset.

For certain investment opportunities, DW engages with joint venture partners (“JVPs”) that provide
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Item 7. Types of Clients

DW provides investment advice to the private investment funds, separately managed accounts and sub-advised
accounts described in Item 4.

The minimum initial investment amount for DW 80S and the Evergreen Funds is $5,000,000 each. The
minimum initial investment amount for Domain Metric, Domain Solaris, DW RMBS and DW Recovery is
$1,000,000. DW may, in its discretion, accept lesser amounts for any investment in DW RMBS, DW Recovery,
or Domain Metric.

The minimum initial investment amount for all other Clients is negotiated between DW and the Client.