Fair Oaks Capital Limited

Item 5 – Fees and Compensation

General Description

Fair Oaks typically charges management or advisory fees based on assets under
management as well as performance fees or carried interest based on the net appreciation
of an Account over a particular hurdle. Management or advisory fees may be charged at
rates up to 1.70% per annum and performance fee or carried interest rates range from 5%
to 30% over applicable hurdles.

Fair Oaks does not maintain a fixed fee schedule. With respect to our pooled investment
vehicles, listed vehicle and UCITS funds, the fees are generally non-negotiable and are
set forth in the relevant Offering Materials. Fees for separately managed accounts will
typically be negotiated with the client prior to the account being opened.

The placing agents acting on behalf of FOIL will be remunerated for their placing agent
services and Fair Oaks UK may also occasionally receive from such placing agents a
portion of a placing agent’s fee where Fair Oaks UK introduces investors to that placing
agent and those investors then invest in FOIL. Whilst this practice may present a conflict
of interest as Fair Oaks UK will be incentivised to introduce investors to the placing
agents acting on behalf of FOIL, Fair Oaks will ensure that in introducing such investors
it will act in accordance with the Code of Ethics described in further details in “Item 11 –
Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”
below and such conflict has been disclosed in the prospectus for FOIL.

The solicitor acting for Fair Oaks US under a cash solicitation agreement shall be entitled
to receive compensation from Fair Oaks US for any clients that become advisory clients
of Fair Oaks US equal to a proportion of the gross advisory fees paid by such clients to
Fair Oaks US.

Fair Oaks UK and Fair Oaks US each provide the other certain intra-group services in
connection with the provision of advisory services, with the result that Fair Oaks UK
makes a monthly payment to Fair Oaks US as reimbursement for certain costs incurred.
Additionally, Fair Oaks US occasionally makes capital and/or interest payments to Fair
Oaks UK related to an intra-company loan.

Payment of Fees

Fees paid to Fair Oaks are generally deducted from the assets of the relevant Account,
although in certain cases may be billed directly to the Client. Management or advisory
fees are generally deducted on a quarterly or monthly basis in arrears. If applicable, any
performance-based fees are typically paid (or allocated to the Firm or an affiliate) on an
annual basis whereas any carried interest fee is accrued and typically paid at or towards
the end of the life of the relevant Account.

Additional Fees and Expenses

Please note that the information provided in this section is intended to be a general
overview of the additional expenses born by Accounts. Please refer to the applicable
offering document, partnership agreement and/or investment management agreement
for additional disclosures on expenses.

In addition to the range of fees described above, each Account will generally bear fees,
costs and expenses related to the purchase, holding and disposition of assets (please see

Item 7 – Types of Clients

Fair Oaks provides discretionary investment management services or non-discretionary
advice to pooled investment vehicles, CLO issuers and separately managed accounts on
behalf of institutions, pension plans and family offices.

Minimum investment amounts for separately managed accounts are negotiated at the
time the account is established. In respect to pooled investment vehicles and CLO issuers,
minimum investment amounts or investor eligibility requirements are typically set forth
in the relevant offering document or partnership agreement.