Fairbridge Asset Management LLC

Item 5 - Fees and Compensation

FEE SCHEDULE
All fees are subject to negotiation based on several factors including, but not limited to,
investment size.

In general, Fairbridge receives a management fee based on net asset value (“NAV”), and
receives a portion of all originations, extension and exit fees received from borrowers. In
addition, Fairbridge deducts management and performance fees from clients’ assets. NAV
statements are distributed typically monthly. The management fee is generally payable
quarterly in arrears at an annual rate of up to 3.5%. The management fee will be prorated
for any period that is less than a full fiscal quarter and will be adjusted for subscriptions and
withdrawals.

The management fee is payable to Fairbridge by the Funds as compensation for the activities
conducted by Fairbridge.

Fairbridge receives fees in connection with the origination or acquisition of loans or other
assets or the holding of a loan or asset, including origination fees, unused facility fees,
prepayment premiums, amendment fees, extension fees, exit fees, late fees and other similar
fees, payments or compensation. Origination and extension fees are the most common fees
received with origination fees generally in the 1%-3% range and extension fees generally in
the 0.5%-1.5% range for a six-month extension. Generally, origination, extension, and exit
fees are shared between Fairbridge and the Funds. However, this is not always the case with
every Fund. In addition, Fairbridge may generate fees in respect of loans when it is the lead
arranger of such loans, which may include structuring and/or underwriting and
arrangement fees from loan syndication activities and/or other similar fees. Such fees will
be retained by Fairbridge and will not offset the fees paid by, or otherwise shared with, the
Funds.

In addition to the management fee, Funds will incur out-of-pocket costs and expenses
including (i) ongoing offering expenses, administrative and extraordinary expenses and
legal, tax, audit, escrow, fund accounting, marketing and printing expenses; (ii) interest
expenses on any borrowings it may make; (iii) fees in connection with the custody of assets,
and (iv) extraordinary expenses, including expenses relating to litigation, proceedings or
examinations by or involving the Internal Revenue Service or other governmental bodies or
self-regulatory organizations.

Fairbridge generally calculates its fees after the deduction of certain expenses as further
detailed in the respective Funds’ Governing Documents.

                            FAIRBRIDGE ASSET MANAGEMENT
                              Form ADV, Part 2A BROCHURE

Item 7 - Types of Clients

Fairbridge provides discretionary investment advice to the Funds. Any initial and additional
subscription minimums are disclosed in the applicable Governing Documents for such
pooled investment vehicle. Fairbridge can waive such minimums for an investor at its
discretion. The minimum size for non-pooled investment vehicles is determined by
Fairbridge on a case-by-case basis.

Interests in the Funds are not registered under the Securities Act of 1933, as amended (the
“Securities Act”), and such Funds are not registered under the Investment Company Act of
1940, as amended. Accordingly, interests in the Funds are offered and sold exclusively to

                             FAIRBRIDGE ASSET MANAGEMENT
                               Form ADV, Part 2A BROCHURE

investors satisfying the applicable eligibility and suitability requirements, as set forth in such
Fund’s Governing Documents. Generally, investors participating in the Funds are required
to meet certain suitability and net worth qualifications, such as being an “accredited
investor” within the meaning of Rule 501 of Regulation D under the Securities Act, “qualified
client” as defined in the Advisers Act and/or “qualified purchaser” as defined in Section
2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”). Also, investors of the Funds will be required to make certain representations when
investing, including, but not limited to, that (i) they are acquiring an interest for their own
account, (ii) they received or had access to all information they deem relevant to evaluate
the merits and risks of the prospective investment and that (iii) they have the ability to bear
the economic risk of an investment.