Kah Capital Management LLC

FEES AND COMPENSATION

 A.        Fees and Compensation

 As of the date of this filing, KCM’s only Clients are the Flagship Funds. With respect to
 each Fund, KCM charges the following fees:

 Management Fee

  KCM generally charges an annual management fee ranging between 1% to 1.5% (the “Management
  Fee”). The Management Fee is charged (i) during the investment period, on committed capital of
  the Flagship Funds, and (ii) upon expiration of the investment period, on the aggregate amount of
  invested capital. The Management Fee is payable monthly or quarterly in advance, based on
  committed or invested capital, as applicable, and will be due to KCM even if the fair value of the
  relevant remaining investments is below cost or even zero.

 Collateral Management Fee

 Affiliates of KCM (the “Collateral Managers”) provide collateral management services to a
 securitization trust for which the Flagship Funds own related mortgage-backed securities, if
 provided for in the related transaction documents, in consideration for the following fees
 (collectively, the “Collateral Management Fee”):

        (a)     For less “clean” re-performing loans (“RPLs”) and seasoned performing loans
 (“SPLs”) (i.e., spotty pay and moderately delinquent pools, and pools of esoteric loans, as
 determined by KCM in its reasonable, good faith discretion, after taking into account applicable
 industry standards): Collateral Management Fee in an amount equal to ten (10) basis points of
 unpaid principal balance (“UPB”) on a deal and collateral basis, or as otherwise mutually agreed
 by the Collateral Manager and the Flagship Funds; and

         (b)    For “clean” RPLs and SPLs: Collateral Management Fee in an amount equal to five
 (5) basis points of UPB on a deal and collateral basis, or as otherwise mutually agreed by the
 Collateral Manager and the Funds.

        The Collateral Managers provide certain administrative and ministerial tasks on behalf of
 mortgage assets held in securitization trusts, but do not provide investment advice with respect to
 the purchase, sale or holding of any such security held in a securitization trust.

 Incentive Allocation and Carried Interest

 An affiliate of KCM shall be entitled to a performance-based profits allocation (the “Incentive
 Allocation”) with respect to each Client based on distributions in excess of the investors’ invested
 capital, allocable fees and expenses (including Management Fees paid), a preferred return and catch-
 up allocations, as specified in the governing documents for each Client. A limited partner’s Incentive
 Allocation ranges between 10% to 20% per annum. KCM can, in its discretion, waive or modify the
 Incentive Allocation with respect to any investor, including the general partner, affiliates and
 employees.

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 Other Fees and Compensation

 KCM expects to advise other Clients and to provide advisory services in exchange for fees based
 as percentage of committed capital, invested capital or otherwise, as well as performance-based
 compensation.

 The management fees and performance-based compensation, if any, payable by each Client or its
 affiliate will be set forth in detail in each Client’s governing documents or investment
 management agreement, as applicable. Generally, KCM will receive a management fee from each
 Client that is equal to a percentage of the assets of such Client that are managed by KCM. In
 addition, KCM, or the general partner or managing member of a Client (each, a “General
 Partner”), which is or will be an affiliate of KCM, may be entitled to a performance-based fee or
 allocation from such Client, as described in Item 6. The fees and payments listed above will be
 negotiated and agreed upon in advance. Typically, the management fees will be deducted from a
 Client’s account (or the account of its beneficial owners) at the beginning of each calendar month
 or quarter and the performance-based fee or allocation will be deducted or debited, as applicable,
 from a Client’s account (or the account of its beneficial owners) as set forth in the relevant fund
 documents for each Client. KCM may waive, reduce or calculate differently the incentive
 distribution with respect to certain Client investors or investors in a Client.

 B.        Additional Fees and Expenses

 Additional Fees

 There are no additional fees payable by the Flagship Funds to KCM or any of its affiliates.

 Manager Expenses

 Except as otherwise provided under Fund Expenses below, the normal operating expenses
 incidental to day-to-day management services of KCM as the manager of the Flagship Funds (in
 such capacity, the “Investment Manager”), including salaries and benefits provided to members,
 managers, partners, or employees of KCM or its affiliates, rent and similar overhead expenses are
 paid by KCM.

 Fund Expenses

 The Flagship Funds will be responsible for all costs and expenses that are not paid or reimbursed
 in connection with investments, including without limitation, (i) the Management Fee, (ii) fees,
 costs and expenses attributable to due diligence, structuring, organizing, acquiring, managing,
 holding, valuing, winding up, liquidating, dissolving and disposing of the Flagship Funds’
 investments, including follow-on investments, refinancings and margin calls, (iii) third party due
 diligence and other out-of-pocket expenses related to unconsummated transactions, (iv) general
 portfolio expenses (such as interest, brokerage, custodian, and finder’s and registration fees) and
 market data charges (such as Bloomberg, Moody’s, Intex, etc.), (v) premiums for insurance, (vi)
 all legal, accounting, appraisal, consulting, financing and auditing fees and expenses, (vii)
 expenses associated with the preparation and distribution of the Flagship Funds’ financial
 statements, (viii) all costs and expenses of any meetings of the Flagship Funds’ advisory committee
...

TYPES OF CLIENTS

 KCM provides investment advice to the Flagship Funds and intends to provide investment advice
 to other Clients in the future, which will consist of pooled vehicles and separately managed
 accounts. With regard to each Fund, the constituent documents set minimum amounts for
 investment by prospective investors and KCM expects the constituent documents for other Clients
 to set minimum amounts for investment by prospective investors for each such Client. KCM may
 modify or waive such minimum investment requirements from time to time. Generally, interests
 in a Client that is a pooled vehicle may only be acquired by certain investors that meet the criteria
 of an “accredited investor,” as defined in Regulation D under the Securities Act of 1933, as amended
 (the “SecuritiesAct”), or a “qualified purchaser,” as defined in Section 2(a)(51) of the Investment
 Company Actof 1940, as amended (the “Investment Company Act”).

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