Hunt Investment 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 (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 of up to 1.75% per annum of (i) the committed or invested capital of a
                 Client, or (ii) the gross asset value or net asset value of investments made by a Client
                 (which may be inclusive or exclusive of leverage);

             •   carried interest or incentive allocations 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 loss carry-forward and/or other hurdle provisions (such as a preferred
                 return)); and

             •   acquisition fees of up to 1% of the purchase price of a Client’s assets.

         The amount, structure, and type of fees paid by a Client (or, as applicable, any investor in a Client)
         may vary and may be negotiated. Clients may pay fees that are different from, 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.

         Detailed information regarding the fees and expenses charged to Clients is provided in the
         respective governing documents or management agreement of each Client.

         With regard to certain Private Funds, upon a vote of a majority of such Private Fund’s members,
         partners, or shareholders, our services can be terminated either (i) upon written notice for any
         reason or (ii) for cause upon written notice (subject to certain limitations). With regard to certain
         Managed Accounts, Hunt Investment Management and the beneficial owners of such Managed
         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 will 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.

B.       We typically deduct (or otherwise receive) all asset-based compensation in accordance with each
         Client’s governing documents, management agreement, or Managed Account agreement, but we
         may also bill Clients directly for any fees incurred. Our Clients may pay these fees quarterly, in
         advance, or in arrears.

         Any performance-based compensation (carried interest and incentive fees) we receive from our
         Clients is generally based on sales proceeds of the assets managed in excess of a targeted internal
         rate of return or earnings exceeding a defined target. As a result, we do not receive performance-

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         based compensation on a regularly scheduled basis. We may also receive other types of fees such
         as acquisition and commitment fees.

         From time to time, we may invest Client assets in mutual fund shares. In these instances, the
         Client will pay the additional management (or other) fee charged by the mutual fund.

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

             •   organizational and offering expenses;

             •   fees, costs, and expenses directly related to the contracting, acquisition, holding,
                 renovation, development, financing, refinancing, and sale or other disposition of Client
                 investments, and the evaluation of potential investments regardless of whether the
                 potential investments are made, including brokerage commissions, borrowing charges,
                 clearing and settlement charges, travel, lodging, professional fees, and expenses of
                 experts;

             •   any expenses related to making temporary investments and any interest expenses;

             •   expenses of any administrators, custodians, counsel, accountants (including the audit and
                 certification fees, and costs of printing and distributing reports to a Private Fund’s
                 investors), investor relations, proxy solicitors, brokers, printers, rating agencies, third
                 party advisors, independent contractors, consultants, managers, and transfer agents;

             •   any insurance, indemnity, or litigation expense;

             •   certain taxes and tax-related expenses;

             •   any fees or other governmental charges levied against a Client;

             •   rent and other fees relating to offices, utilities, furniture, equipment, and other office
                 overhead expenses required for our Clients’ operations;

             •   compensation expenses paid to corporate finance, tax, accounting, internal audit, legal
                 risk management, operations, compliance, and other non-investment personnel; and

             •   expenses for transactions not completed, including amounts payable to third parties and
...

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, alternative investment vehicles,
feeder vehicles, Managed Accounts, high net worth individuals, family offices, insurance companies,
pension plans, trusts and estates, public and private corporations, partnerships, and other business
entities, in each case, from time to time.

Our Clients are Private Funds or Managed Accounts that rely on certain exclusions from the definition of
“investment company” in the Investment Company Act of 1940, as amended (the “Investment Company
Act”), or are otherwise not required to register pursuant to the Investment Company Act. None of our
Clients are registered as investment companies with the SEC.

The underlying investors in our Private Funds may include high net worth individuals or family offices,
affiliated entities and employees, pension plans, trusts and estates, insurance companies, corporations,
partnerships, or other business entities.

Private Fund investors 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.

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 accordance with the governing documents of a Private Fund, we may enter into side letter agreements
or other similar agreements with certain Private Fund investors, which agreements provide such investors
with rights and terms (including, without limitation, rights and terms relating to management fees, the
performance allocations, access to information/reporting obligations, the ability to be charged fees
associated with the engagement of placement agents, “most favored nation” provisions, and rights or
terms requested or necessary in light of particular investment, legal, regulatory, or public policy
characteristics of a Client investor) that are different or in addition to the general terms of the governing
documents of an applicable Client. We are not obligated to offer such additional or different rights or
terms to all investors in any Private Fund.

Occasionally, we may permit non-U.S. investors to invest in our Private Fund clients. Under these
circumstances, any non-U.S. investors would need to qualify under any applicable non-U.S. securities laws
in addition to any applicable U.S. 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 governing documents
and offering documents. In no event should this Brochure be considered to be an offer of interests in a
Private Fund Client or be relied upon in any determination to invest in a Private Fund 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

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Client’s governing documents. To the extent that there is any conflict between discussions in this Brochure
and similar or related discussions in any Client governing document, or offering documents, the relevant
governing document, or offering document shall govern.

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