First Citizens Institutional Asset Management LLC

Item 5 – Fees and Compensation

How FCIAM is Compensated for Advisory Services

FCIAM is compensated for its investment advisory and management services to Clients through receipt of
investment management fees as provided in applicable Governing Documents. FCIAM can also receive an
incentive and/or performance fee based upon performance measurements. The management fee for
Private Funds and the SMAs varies based on the Client, but it is generally based on the aggregate balance
of a Client’s portfolio loans and leases as of the determination date, as reduced by certain defaults and
charge-offs in accordance with generally accepted accounting principles (“GAAP”).

Management fees and incentive fees are negotiated between FCIAM and each Client on a case-by-case
basis. There are no set fee schedules. Private Fund management fees are generally payable quarterly in
arrears. SMA management fees are generally payable in arrears on a management fee payment date, as
defined in the investment advisory agreement. Both management and incentive fees are calculated in
accordance with the Governing Documents for the applicable Client. FCIAM or a Private Fund could enter
into side letter arrangements providing different or more favorable terms, including with respect to fees,
to an investor. Decisions to grant fee waivers and rebates, or otherwise to offer more favorable terms,
are solely at FCIAM’s discretion. Except as otherwise agreed, or when required by applicable law, FCIAM
is not obligated to inform any other investor of the terms of any side letter or to offer equivalent terms
to any other investor.

Asset-based management fees can create conflicts of interest if FCIAM controls or influences the timing
and/or the amount of borrowings used by a Client to make investments because increased borrowings by
a Client will generally lead to an increase in the outstanding balance of the Client’s portfolio and, thus, an
increase in management fees payable to FCIAM. Consequently, FCIAM has an incentive to allocate
investment opportunities to Clients that employ more leverage; FCIAM seeks to mitigate this conflict
pursuant to its allocation policies and procedures (See Items 11 and 12, below).

In addition, FCIAM has the authority to enter into loan and/or lease servicing agreements with or for
certain Clients in connection with credit facilities or asset securitizations for such Clients and pursuant to
which FCIAM services a pool of loans and/or leases for a separate fee. Further information on this
authority is included in each Client’s relevant Governing Documents.

FCIAM incurs Client-related expenses that may be reimbursable by Clients, including, for Private Funds,
an allocable portion of personnel and related overhead expenses of FCIAM and its affiliates incurred or
expended for the benefit of Clients. Further information as to which expenses are reimbursable by a Client
is included in each Client’s relevant Governing Documents.

FCB and its affiliates originate loans and leases, some of which, or some portion of which, can be acquired
by Clients, and some of which, or some portion of which, will be retained on the balance sheet of FCB or
by its affiliates. FCB or its affiliates will receive compensation or fees from loan and lease obligors in

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connection with loans and leases. Such fees can include, but are not limited to, structuring, commitment,
origination, syndication, monitoring, agent, and/or other fees. For certain clients, FCIAM or its affiliates
are entitled to receive all or a portion of “Closing Fees” paid in respect of a portfolio loan or lease, as set
forth in the applicable Governing Documents. “Closing Fees” includes all agency, arranger, syndication, or
similar fees paid or payable by, or on behalf of, the related loan or lease obligor in respect of the closing
of a portfolio loan or lease. FCB and its affiliates receipt of fees for such services represents a conflict of
interest in that FCIAM would have an incentive to cause or recommend that a Client invest in such loans
or leases. For more information on sourcing and allocation decisions for Clients, see Items 11 and 12,
below.

Private Funds managed by FCIAM generally will have their fees deducted by FCIAM from the cash flow
generated from their assets. SMA clients will be invoiced for their fees payable under their relevant
Governing Documents.

Other Types of Fees or Expenses

Private Funds

Private Funds also bear direct and indirect costs, fees, and expenses incurred by or on behalf of such
vehicles including, among others, (i) expenses and costs of legal advisers, consultants, and other
professionals retained by FCIAM, on behalf of the Client, in connection with the services provided by
FCIAM under the advisory agreement (including without limitation those expenses and costs relating to
advice rendered by such professionals in connection with the disposition, potential disposition,
preservation, and/or maintenance of any investment), (ii) reasonable travel expenses (airfare, meals,
lodging, and other transportation) incurred by FCIAM as are reasonably necessary, (iii) all third-party out-
of-pocket expenses reasonably incurred in connection with actual and potential investments, including,
without limitation, research expenses and travel costs, (iv) all reasonable fees and disbursements of
counsel employed to perform legal due diligence and documentation in connection with the acquisition,
or proposed acquisition, maintenance, workout, or insolvency of any investment, (v) any and all costs and
expenses incurred in connection with the sourcing, underwriting, carrying, or management of the
investments and (vi) fees or expenses of FCIAM or its affiliates reasonably incurred in connection with the
cost of investment related software acquisition, plus maintenance costs of such software. Fund investors
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Item 7 – Types of Clients

Clients will generally consist of (i) Private Funds which are joint ventures between FCB and one or more
third-party institutions and (ii) SMAs for third-party institutions. Investors in Private Funds will generally
consist of financial institutions, insurance companies, and other institutional investors. As a general
matter, investors in Private Funds are (i) accredited investors within the meaning of Regulation D
promulgated under the Securities Act, and (ii) qualified purchasers within the meaning of the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.

Private Funds will be organized as U.S. or non-U.S. companies, limited partnerships, limited liability
companies, corporate trusts, or other legal entities, as determined to be appropriate by FCIAM and/or
joint venture participants. As a general matter, each Private Fund will be managed in accordance with its
investment objectives, strategies, and guidelines and is not tailored to the individualized needs of any
particular investor in the Private Fund. In addition, an investment in a Private Fund does not, in and of
itself, create an advisory relationship between the investor and FCIAM, and FCIAM is not obligated to

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assess whether any investment is suitable for the investor. Investors, therefore, must consider whether
the Private Fund meets their investment objectives and risk tolerance prior to investing in a Private Fund.
Information about each Private Fund will be provided in its relevant Governing Documents, which will be
available to current and prospective investors only through an authorized party.

SMAs will be managed in accordance with the applicable investment advisory agreement and any related
agreements or other Governing Documents.