Hunt Capital Management LLC

Item 5 - Fees and Compensation

A.       We, or our affiliates, generally receive compensation from Clients that in most cases is calculated
         based on (i) a percentage of assets or capital managed, and/or (ii) performance achieved on
         behalf of a Client’s account. With respect to our Clients, we or one of our affiliates generally may
         receive one or more of the following types of compensation:

              •   management fees (a) of up to 1% per annum of (i) the committed or invested capital of a
                  Client, or (ii) the average monthly balance, fair market value, gross asset value, or net
                  asset value of investments made by a Client (which may be inclusive or exclusive of
                  leverage) or (b) in the case of certain Clients advised jointly through a joint venture, up to
                  1.5% of invested capital plus 0.75% of committed capital, which fees are split with the
                  applicable joint venture partner in accordance with the terms of such joint management
                  relationship;

              •   acquisition fees of up to 1% of the purchase price of a Client’s assets; and/or

              •   performance-based compensation, structured as a carried interest or incentive allocation
                  or fee, of up to 20% of (i) profits derived from the disposition of a Client’s assets (following
                  the payment of net invested capital), or (ii) net realized and unrealized capital
                  appreciation of the net asset value of the applicable Client (subject to certain hurdle
                  provisions (such as a preferred return)).

The amount, structure, and type of fees paid by a Client may vary from the compensation terms outlined
above and may be negotiated. Clients may pay fees that are different , more or less than the fees (or
types of fees) set forth in this Brochure, or more, or less than similar Clients or Clients invested in similar
strategies. We or our affiliates may waive or reduce management fees and/or carried interest allocations
for certain investors including, without limitation, our supervised persons (“Supervised Persons”) and
“friends and family” investors. Management fees and incentive and carried interest allocations for co-
investment vehicles are separately negotiated in each case.

B.       We typically deduct (or otherwise receive) all asset-based compensation in accordance with each
         Client’s Account Documents, but we may also bill Clients directly for any fees incurred. Our Clients
         typically pay these fees quarterly, in arrears; however, in certain instances, fees are calculated
         and paid to us as part of a scheduled distribution of cash flow or capital proceeds in accordance
         with the applicable Account Documents.

         The performance-based compensation (carried interest and incentive fees or allocations) we
         receive from certain Clients is generally based on realized proceeds in excess of capital
         committed, earnings exceeding a defined target, or net invested capital, although other fee
         arrangements, including arrangements based on net realized and unrealized capital appreciation,
         may be utilized with respect to certain Clients. We do not receive performance-based
         compensation on a regularly-scheduled basis. Instead, the amount, structure and timing of
         performance-based compensation we receive varies based on the type of Client and/or the type
         of assets managed.

         Our Clients and/or companies in which our Clients have an interest may pay us and/or our
         affiliates servicing fees in connection with the provision of certain administrative or other services.

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         In addition, in connection with certain investments and/or activities of certain Clients, our
         affiliates may be retained to provide certain ongoing asset management, servicing, and other
         related services and be paid a fee for doing so. One or more of our affiliates may also be retained
         to perform certain administration services and certain back office services for Clients and may
         also provide such services to us. In the case of Clients managed jointly via a joint venture
         relationship, the joint venture partner (or an affiliate thereof) may provide similar services to
         Clients. These arrangements may create conflicts of interest, as we could be incentivized to
         choose our affiliates or a joint venture partner (or its affiliate) to provide these services rather
         than an unrelated third party, and we and our affiliates may have an interest in obtaining fees and
         other amounts for such services which are favorable to us. We have policies and procedures in
         place to address these conflicts.

         Detailed information regarding the fees and expenses charged to Clients is provided in the
         respective Account Documents of each Client.

         Different Clients may have different termination rights with respect to our services. For example,
         Hunt Capital Management and the beneficial owner(s) of such Client account generally have the
         right to terminate services with notice. In many instances, if an agreement is terminated (other
         than at a previously specified period), fees may be prorated to the termination of the agreement
         and we may be entitled to receive other fees and expenses incurred through the date of
         termination. We may also agree with a Client that, upon termination of the advisory agreement,
         we will continue to receive fees on invested assets until their disposition.

C.       In connection with our services, Clients typically bear all of their own expenses (ordinary and
         extraordinary) which may include, without limitation:

              •   organizational and offering expenses;
...

Item 7 - Types of Clients

We provide discretionary and non-discretionary portfolio management and advisory services to Private
Funds, co-investment vehicles, joint ventures, special purpose vehicles, corporations, partnerships, and
other business entities.

None of our Clients are registered as investment companies with the SEC under the Investment Company
Act of 1940.

We determine, in our sole discretion, any requirements for entering into an investment advisory contract
with a Client or otherwise opening or maintaining an account, including whether a Client is large enough
to implement its desired investment program. In the case of private fund Clients managed jointly via a
joint venture relationship, the criteria for entering into an advisory relationship to manage a private fund
is determined by Adviser and the co-manager of such private fund, and, in each case, as set forth in the
Account Documents of such Client. Investors in Clients that are private funds are required to be
“accredited investors” (as defined in Regulation D promulgated under the Securities Act of 1933, as
amended) and must satisfy such other investor qualification requirements in order to satisfy applicable
securities laws.

Investors and other recipients of this Brochure should be aware that while this Brochure may include
information about certain of our Clients, as necessary or appropriate, this Brochure should not be
considered to represent a complete discussion of the features, risks, or conflicts associated with any
Client. More complete information about each Client is included in such Client’s Account Documents. In
no event should this Brochure be considered to be an offer of interests in a Client or be relied upon in any
determination to invest in a Client. It is also not an offer of, or agreement to provide, advisory services
directly to any recipient of this Brochure. Rather, this Brochure is designed to provide information about
the Adviser for the purpose of compliance with the Adviser’s obligations under the Advisers Act.
Accordingly, this Brochure responds to relevant regulatory requirements under the Advisers Act, which
may differ from the information provided in a Client’s Account Documents. To the extent that there is
any conflict between discussions herein and similar or related discussions in any Account Document or
public filing of a Client, the relevant Account Document or applicable public filing shall govern.

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