Hawks Point Capital Partners LLC

Item 5.      Fees and Compensation

Separately Managed Accounts
For the first SMA, HPCP receives a management fee of 0.40% per annum, payable monthly and
calculated on an investor’s capital invested from the investor’s capital commitment during SMA’s
investment period, and on an investor’s funded commitment thereafter.

For the second SMA, HPCP receives a quarterly servicing fee equal to (1/4) of 1.125% of the total
gross amount of the outstanding principal amount of such target investment as of the fee calculation
date. In addition, HPCP receives a performance fee at the time of such Target Investment’s final
repayment as outlined below:

Note: “TR” = Target Gross Internal Rate of Return for such Target Investment

Notwithstanding the foregoing, HPCP may agree with investors in the SMAs to management fees
and/or carried interest arrangements that differ from those described above.

We or any of our separately managed accounts clients may generally terminate the advisory
agreement without penalty upon advance written notice. Any fees that have been prepaid shall be
refunded on a pro-rata basis based upon the number of calendar days remaining after the termination
date in the period as to which fees were prepaid.

Expenses of the SMA
For the first SMA, the clients are generally responsible for all expenses related to formation,
management, operation, administration, transactions, investments and reporting, including, but not
limited to, expenses of custodians, taxes and tax professionals, administrators, auditors, legal counsel,
reporting, data and insurance providers, valuation experts, placement agents, consultants, brokers,
agents, advisors, professionals and other service providers, and HPCP will be reimbursed by our
SMA clients for all such expenses, fees and other costs as set forth and governed by the governing
documents of the SMA Investment Management Agreement. HPCP remains separately responsible
for its ordinary administrative and overhead expenses, including rent, salaries, communication, and
other similar charges.

For the second SMA, the clients are generally responsible for reasonable documented fees, costs,
taxes, and expenses, if any, incurred in connection with the operation and management of the SMA.
Specific types of expenses may include “dead deal” expenses, legal, due diligence, investment
banking, reporting, reporting, projection, valuation service, tax, accounting, travel and other related
fees, indemnification and similar extraordinary expenses and out of pocket costs, administration, data
processing, environmental, market research, servicing, investment level management and servicing
market research, hedging, insurance brokerage, risk management or other similar services; provided
that the expenses attributable to the pursuit of potential investments shall be capped at twenty-five
thousand dollars annually unless such cap is raised by the client via written notice. Each of the Client
and the HPCP shall bear their own fees and expenses in connection with organizing and structuring

of the SMA, including without limitation, the negotiation and preparation of the SMA and any other
agreements or other arrangements entered into by HPCP and/or the client in connection with the
establishment of the SMA.

Item 7.         Types of Clients

HPCP currently provides investment management services only to the SMA clients. Investors in the
SMA Funds may include, without limitation, individuals, family offices, trusts, other pooled
investment vehicles and corporations. HPCP has the discretionary authority to buy, hold and sell, and
determine the securities (and amount thereof) to buy, hold or sell for the SMA.
HPCP advisory services to the SMA clients include the identification of private credit opportunities,
due diligence on investments, monitoring and reporting services, without limitation, identification,
review and benchmarking of Private Credit investments and other investment opportunities,
evaluation of portfolio or investment risk, negotiation and other related services. Monitoring and
reporting services include, without limitation, portfolio tracking, analysis and monitoring,
compilation of performance data, review of various legal documentation, general research and
education.
HPCP has no retail clients or wrap fee accounts.

Item 8.         Method of Analysis, Investment Strategies and Risk of Loss

HPCP provides investment management services for its Americas-focused credit investing across a
private markets strategy.

SMAs Private Credit
For the SMAs Private Credit strategy, HPCP seeks income and capital appreciation by pursuing a
strategy of making portfolio investments in private debt instruments using a variety of transaction
structures and types, including, without limitation, special purpose and other investment vehicles,
senior secured or unsecured operating or holding company loans, preferred and subordinated
obligations, and certain derivative instruments such as credit default swaps, total return swaps, and
credit-linked notes. As part of this strategy, HPCP also seeks, where relevant and appropriate,
customized covenants designed to optimize lender negotiating leverage, enforceability, and the
realization of target portfolio returns.

HPCP’s investment process entails a thorough assessment of the global macroeconomic environment
and opportunities in the United States, Canada and in selected Latin American countries that HPCP
believes are benefiting from significant positive changes such as political and economic reforms and
stability, a strengthening economy, increases in capital inflows, a favorable inflation rate and investor
confidence. In selecting investments, HPCP also gives emphasis to the underlying financial condition,
prospects and other qualities of issuers or borrowers, as applicable, as well as the extent to which
market interest rates may impact the potential investment return.

GENERAL RISK FACTORS

Overall Investment Risk. All investments risk the loss of capital and there can be no assurance that
the HPCP’s SMA investments will not incur losses (or that investors therein will not lose some or all
of their invested capital).

Dependence on Key Personnel. The success of HPCP’s investment activities depend upon the
experience and expertise of HPCP personnel and, in particular, HPCP’s managing partners. The loss
of the services of one or both of HPCP’s managing partners could have a material adverse effect on
the operations of the investment strategies of HPCP.

Risks of Emerging Markets Investing. Emerging markets such as those in Latin America are
generally subject to greater market volatility, political, social and economic instability, uncertain
trading markets and more governmental limitations on foreign investment than more developed
markets. In addition, emerging markets may be subject to lower trading volume and greater price
fluctuations than companies in more developed markets. Securities law and the enforcement of
systems of taxation in many emerging market countries may also be less robust and change quickly
and unpredictably. In addition, investments in emerging markets securities may also be subject to
additional transaction costs, delays in settlement procedures, and lack of timely information.

Competitive Market for Investment Opportunities. The activity of identifying, completing and
realizing on attractive investments involves a high degree of uncertainty. There can be no assurance
that any of HPCP’s investments will be able to locate and complete attractive investments that fall
within such HPCP’s SMA investment objective and strategy, or that HPCP will be able to invest
fully their subscribed capital in a manner consistent with its investment strategy.

Interest Rate Risk. Investments by HPCP are generally subject to interest rate risk, which generally
causes the value of a fixed income portfolio to decrease when interest rates rise. The HPCP
investment strategy may be subject to a greater risk of rising interest rates due to the current period
of historically low rates and the effect of potential government fiscal policy initiatives and resulting
market reaction to those initiatives. Interest rate fluctuations tend to have a greater impact on fixed
income-securities with a greater time to maturity and/or lower coupon. In periods of market volatility,
the market values of fixed income securities may be more sensitive to changes in interest rates.

Additional Risks of Debt Investments and Debt Securities. Additional risks affecting the HPCP
investments as a result of their investment in debt securities are:

•   Credit risk – the risk that an issuer or counterparty will fail to pay its obligations when they are
    due. As a result, the relevant HPCP investments’ income might be reduced, the value of such
    investment might fall, and/or such investments could lose the entire amount of its investment.
    Changes in the financial condition of an issuer or counterparty, changes in specific economic,
    social or political conditions that affect a particular type of security or other instrument or an
    issuer, and changes in economic, social or political conditions generally can increase the risk of
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