GoldenTree Asset Management LP

Item 5         Fees and Compensation

Clients are typically charged a management fee that is generally based on the net asset value
(“NAV”) of the assets under management at a negotiated rate depending upon the type of fund
or account managed and strategy. With respect to certain close-ended Funds and separately
managed accounts with private equity-like terms, management fees may be based on funded
commitments to such funds or NAV. For CLOs managed by GoldenTree, the management fee
will be based on the aggregate deal size or the amount of assets managed taking into account the
effects of leverage.

Certain Clients will also be charged an annual performance fee depending upon the investment
mandate. In such cases, the negotiated performance fee will be based on net capital appreciation
at the end of a fiscal year for GoldenTree’s evergreen alternative offerings and realized gains for
close-ended funds and separately managed accounts with private equity-like terms (after generally
the return to investors in such private equity funds of their contributed capital or the liquidation
of investment assets to the extent of net gains, and the Client achieving a certain preferred
return).

With respect to certain Funds, performance fees may be charged on distributions made to a
limited partner, subject to: (1) the return of a limited partner’s capital contributions in respect of

investments (including investments that were written down or written off and related fees and
expenses) and (2) a preferred rate of return on a limited partner’s capital contributions. In the
event of an over assessment of performance fees, the performance fee recipient is generally
subject to an after-tax “claw back” arrangement to ensure the performance fees remain
consistent with the Funds’ offering documents. The specific payment terms and other conditions
of the performance fee are described in further detail in the Funds’ offering documents.

With respect to our evergreen alternative offerings (in Fund and separately managed account
format), losses typically will be carried forward from year-to-year, depending on the Client’s
terms and conditions, so that no performance fee is charged unless some or all of such losses
incurred through the end of the period for which the fee is to be paid (or made) have been
recouped (such an arrangement being called a high water mark provision). Certain Funds (and
separately managed accounts that allow for a performance fee to be charged) may also have a
preferred rate of return that must be met prior to a performance fee being assessed.

The annual management fee is calculated and assessed at the beginning or end of each quarter
depending upon the Client. Withdrawing investors from a Fund or Clients that terminate
investment advisory services before the end of a billing period are generally refunded any prepaid
fees in excess of those applicable to the period of actual investment.

With respect to separately managed accounts, fee arrangements are negotiated prior to the
engagement of GoldenTree as an investment manager.

In regard to Funds, the respective offering documents will disclose the fee arrangements
associated with the different share classes offered to investors. A Fund’s offering documents
generally permit GoldenTree or such Fund to waive, rebate, or reduce all or part of the
management fee and/or performance fee with respect to investments made by certain investors
without waiving, rebating or reducing the fees charged/payable to other investors (such as in the
case of, but not limited to, investments in such Fund made by GoldenTree, its partners/employees
and their family members, or co-invest accounts and vehicles). In addition, in certain cases
GoldenTree, as the “Investment Manager”, will have the discretion to grant special or more
favorable rights, without limitation, with respect to fees, transfers, notices and transparency. Such
rights may be granted to any Fund investor, including, without limitation, principals, members or
employees (and their respective family members) of GoldenTree and its affiliates and other select
third parties. To effect such waivers or modifications or to grant any special or more favorable
rights, the Fund will generally enter into agreements (such as "Side Letters") or issue other classes
of shares.

Depending upon the Client and the authority granted to GoldenTree, GoldenTree will deduct its
fees from the Client based on the terms of the investment management agreement or offering
documents. Generally, separately managed accounts and CLOs will be billed and will authorize
payment to GoldenTree. For example, in the case of a CLO, payment is made through an
independent trustee signing-off on the expenses.

If received in connection with investments, fees such as break-up fees, director fees, etc. will be
remitted to Clients (or a fee/expense offset will occur that will equal such break-up fees, directors
fees, etc.). GoldenTree will not retain any such fees.

GoldenTree and/or its affiliates may receive fees, other compensation (including management
fees) or reimbursements for internal and external costs or expenses in connection with the
provision of portfolio management, asset management and operational support in connection
with asset management and/or investment advisory services (collectively, "Portfolio Management
Services") to portfolio companies that are owned by Clients in their managed accounts. No such
fees, compensation or reimbursements for costs or expenses will be paid to the Clients (or offset
against, or otherwise be applied to reduce, the management fee) provided that any such fees or
other compensation paid to GoldenTree and/or its affiliates by such portfolio companies will be
charged at rates no less favorable to such portfolio companies than the rates charged by a third
party provider of the applicable services in arms' length transactions.
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