Iron Park Capital Partners LP

Fees and Compensation

         As detailed below, Iron Park receives certain fees, which may include a management fee and/or a
performance allocation in connection with providing advisory services to the Funds. Iron Park and other Iron
Park entities or affiliates do not intend to receive any brokerage commissions or other transaction fees in
connection with acquisitions, dispositions or financings, or receive from any third parties any additional
compensation in connection with an investment or potential investment for the account of the Funds. To the
extent Iron Park earns any such compensation with respect to an investment, such additional compensation will
offset in whole the management fees otherwise payable to Iron Park. Investors in the Funds also bear certain
Fund expenses, which are described in further detail below under “Expenses Charged to the Funds.”

       The following provides a general description of fees, performance-based fees or allocations, fund
expenses and fee waivers for the Funds. With respect to any particular Fund, while the description below may
be generally applicable, fees and expenses may vary, and Fund investors should review the applicable
Governing Documents for further information.

Management Fees

         As described in the applicable Governing Documents, Iron Park generally charges the Funds an annual
management fee ranging from 0.50-1.5% of the net asset value of each limited partner’s capital account balance.
Iron Park in its discretion and from time to time, may further reduce or eliminate the management fee with
respect to any limited partner and will eliminate the management fee with respect to affiliated investors. All
management fees received for the Atlantic Park Funds will be equally shared between Iron Park and the Co-
Adviser. As detailed further in the applicable Governing Documents, Iron Park and the Co-Adviser will reduce
the amount of the management fee applicable to fee-paying investors in the Atlantic Park Funds by an amount
equal to 100% of certain Fee Income (as defined below). “Fee Income” generally includes directors’ fees,
origination fees, monitoring fees, transaction or closing fees, break-up fees, arrangement fees, structuring fees,
consent fees, amendment fees, syndication fees or commitment fees received by Iron Park, the Co-Adviser, and
certain of their affiliates and partners, managers, members, shareholders, officers and employees in respect of
the Atlantic Park Funds’ investments.

        The Governing Documents for each Fund set forth the full list of terms under which management fees
will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified management fee rate in the Governing Documents until they are reduced in the circumstances and on
the date(s) specified therein.

Types of Clients

         Iron Park’s clients are the Funds. Investment advice is provided directly to such Funds and not
individually to the limited partners of such Funds. The Funds may include investment partnerships or other
investment entities formed under domestic or foreign laws and operated as exempt investment pools under the
Investment Company Act of 1940, as amended. The investors participating in the Funds may include high net-
worth individuals, banks or thrift institutions, sovereign wealth funds, pension and profit-sharing plans, trusts,
estates, charitable organizations or other corporations or business entities and also may include, directly or
indirectly, past or current service providers, principals or other employees of Iron Park. Certain Iron Park
principals and employees are invested in the Funds.

        Typically, the WIN Fund and Opportunistic Capital Fund require a minimum investment amount of $5
million and the Atlantic Park Funds require a minimum investment amount of $25 million, but such
requirements may be waived.

        Fund interests will be offered and sold generally to investors that are (i) “accredited investors” as
defined under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and (ii) “qualified
purchasers” or other “knowledgeable employees” of Iron Park, each as defined under the Investment Company
Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Methods of Analysis, Investment Strategies and Risk of Loss
General

        Iron Park is a private investment firm focused on providing investment advice related to both public
and private non-investment grade and non-rated securities, including, without limitation, leveraged loans, high-
yield bonds, investment grade bonds, credit and equity indices, emerging market bonds, distressed securities,
second-lien loans, mezzanine securities, equity securities and credit derivatives. Iron Park’s investment
advisory services to its Funds consist of identifying and evaluating investment opportunities, negotiating,
managing, financing and monitoring investments and achieving dispositions for such investments.

          The following is a summary of the investment strategy and methods of analysis generally used by Iron
Park on behalf of its Funds. A more detailed description of each Fund’s investment strategy and methods of
analysis is included in the Governing Documents for each Fund. The summary below should not be interpreted
to limit in any way each Fund’s investment activities. There can be no assurance that Iron Park will achieve the
investment objectives of its Funds and a loss of investment is possible.

Investment Strategy

         The WIN Fund. The WIN Fund seeks to identify and invest in investments that it believes offer an
attractive risk adjusted return. Investments shall include, without limitation, (a) debt instruments, equity
securities and related derivatives of non-investment grade companies in North America and Europe and (b)
debt instruments, equity securities and related derivatives of funds and other pooled vehicles that hold such
instruments. The WIN Fund will seek to maintain a diversified portfolio, perform intensive investment analysis
and research and actively monitor all investments. The WIN Fund intends to invest its assets primarily in
securities and other instruments of North American and Western European issuers or issuers holding securities
and other instruments of such issuers.

        The Atlantic Park Funds. The Atlantic Park Funds will seek to invest in companies with proven and
sustainable business models with large addressable markets. Such companies may be backed by a private equity
sponsor, be publicly traded or privately held. The Atlantic Park Funds will be focused on companies with
operations primarily in the U.S. and Europe, and will have a broad industry focus, targeting companies across
sectors where Iron Park and the Co-Adviser have deep expertise (Technology, Financial Services, Consumer
and Healthcare), and from time to time, may also invest in sectors where the investment team previously may
have focused, such as industrials. The Atlantic Park Funds will not invest in upstream oil and gas companies.

        The Opportunistic Capital Fund. The Opportunistic Capital Fund will seek to achieve attractive risk-
adjusted returns primarily by investing during a period of market dislocation in corporate credit, including
investments in investment-grade corporate bonds, primary market opportunities, leveraged loans, and high-
yield bonds. The Opportunistic Capital Fund’s investments will include, without limitation, (a) debt
instruments, equity securities and related derivatives, both long and short, of corporate issuers and borrowers
in North America and Europe and (b) debt instruments, equity securities and related derivatives of funds and
other pooled vehicles which hold such instruments.

The Funds generally reserve the right to invest its excess funds in money market instruments, commercial
paper, certificates of deposit and bankers’ acceptances, among other instruments.