Greywolf Capital Management LP

ITEM 5 FEES AND COMPENSATION

A. Advisory Services and Fees

        While the management and performance fees vary by Client, our basic fee schedule is currently as
follows: the Adviser receives a management fee of up to 1.5% annually of net assets under management and an
incentive or performance fee or allocation of up to 35% of the annual profit, if any, charged to each client subject
in certain cases to a hurdle, loss carry forward or high water mark provision. In addition, each Client is
responsible for research and certain administrative expenses or pays a fixed administrative fee of up to 0.5%
annually to cover such expenses, as described under “C. Additional Expenses and Fees” below.

       From time to time, we may negotiate different fee schedules than those discussed above for clients (or
underlying investors) based on a variety of factors, including nature of investments.       We structure any
performance or incentive fee or allocation arrangement in accordance with Section 205(a)(1) of the Investment
Advisers Act and the rules and regulations promulgated thereunder, including the exemption set forth in Rule
205-3 permitting performance fee arrangements with “qualified clients.”

B. Payment of Fees

         The IMAs, PPMs, MAA or other Fund documents, govern the terms of compensation and the manner
in which we charge fees to each Client. Subject to the terms of IMAs, PPMs, MAA’s or other Fund documents,
our Clients may authorize us to directly deduct fees from the Client’s account or we may send our Clients
invoices for our fees. Our management and administrative fees are generally paid quarterly in advance,
depending on the Client, based on beginning net assets at the start of each quarter. For certain Funds,
management or administrative fees may be paid at the end of a quarter. Management and administrative fees
will be prorated for partial periods. Performance or incentive fees or allocations are generally paid annually in
arrears.

C. Additional Expenses and Fees

        In general, the Funds bear certain expenses in connection with their operations, including, but not limited
to, investment-related expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees,
interest expenses, consulting and other professional fees relating to particular investments or contemplated
investments, investment-related travel and lodging expenses, and research-related expenses, including, without
limitation, news and quotation equipment and services and the cost of certain investment management related
software), legal expenses, accounting, audit and tax preparation expenses, organizational expenses, expenses
relating to the offer and sale of interests and shares, as the case may be, management fees, fees to the
administrator, extraordinary expenses and other similar expenses related to the Funds. From time to time a Client
may invest in mutual funds and exchange-traded funds, which also charge management fees and expenses.
Certain Funds may also bear other expenses, including premiums for directors’ and officers’ liability insurance (if
any, as applicable), remuneration to members of the respective Fund’s board of directors and/or advisory boards,
expenses related to the maintenance of each Fund’s registered office and corporate registrations. Certain Funds
may also bear their pro-rata share of certain of our affiliates’ investment-related and other expenses respectively.

        These charges, fees, and expenses are exclusive of and in addition to our management and incentive
fees. We shall not receive any portion of these charges, fees, and expenses and shall not receive a brokerage
commission or other compensation attributable to the sale of a security or other investment product. However,
in lieu of reimbursement to the Adviser of research and certain administrative expenses otherwise payable by
the Funds, certain Funds will pay an administrative fee, under terms described in their IMA, MAA, PPM or
other operative or organizational documents.

D. Prepayment of Fees

        Certain Funds and Clients, depending on the IMA, MAA, PPM or other operative document, pre-pay
management fees on a quarterly basis. If a client (or underlying investor in the case of a Fund) pre-pays a fee
and then terminates its advisory contract before the end of the billing period, the client may obtain a refund by
contacting the Adviser or the refund will automatically be credited to the client (or underlying investor) as
specified in the relevant IMA, MAA, PPM or other Fund document. The amount of the refund will be prorated
for the partial period.

E. Additional Compensation and Conflicts of Interest

        We do not receive a brokerage commission or any other compensation attributable to the sale of
securities or investment products and our personnel do not receive such compensation.

ITEM 7 TYPES OF CLIENTS

        We currently provide investment advisory services to (i) private investment funds that are primarily
offered to institutional investors and financially sophisticated high net worth individuals and (ii) separately
managed accounts, primarily for the foregoing types of investors. Our investment advisory services are generally
intended for fund of funds, pension and profit sharing plans, insurance companies, trusts, estates, family offices,
charitable organizations, corporations, partnerships and limited liability companies.

        The minimum account size necessary to open and maintain an account with us varies by client and type
of client. We, an affiliate or the Funds themselves, have set minimum investment amounts that are specified
in the governing PPM or MAA, but we may require a different amount or waive the minimum investment,
depending on a variety of factors, such as a particular client’s circumstances or our investment strategies.