KM Capital Management Ltd

Item 5 – Fees and Compensation

     Managed Account Client Advisory Fees
     The fees and expenses applicable to each Managed Account Client are set forth in detail in the advisory
     services agreements. KMC maintains a fee schedule for its Managed Account Clients that is similar to
     the table below. However, advisory fees are often negotiated individually and may result in a reduced
     fee or other fee arrangement, such as, being charged either a flat fee or a fee based on a percentage of
     assets (including amounts invested directly by the Firmor amounts invested in Direct Private
     Placements).

     Advisory fees are generally billed quarterly in advance. Fees will be debited directly from the Managed
     Account Client’s account within the first ten business days of the first month following the most recently
     completed calendar quarter. Fees will be calculated based upon the market value of the portfolio,
     including cash equivalents, determined as of the close of business of the last day of such preceding
     calendar quarter (or, in the case of new Managed Account Clients, on the day the first portfolio account
     is opened), as reported by the custodian. Any deposits or withdrawals made during the billing quarter
     will be pro-rated and billed accordingly.

     As described in Item 12, Brokerage Practices, Managed Account Clients may have custodial or brokerage
     accounts with multiple custodians. As such, the custodians may report different prices for identical
     bonds. In those situations, KMC typically bills advisory fees based off of the pricing provided by the
     account custodian. Accordingly, the billable value of a Managed Account Client’s portfolio may vary
     depending on the custodian pricing the assets.

     For non-discretionary investments in Direct Private Placements and similar private offerings for which
     KMC provides advice to Managed Account Clients, KMC will generally negotiate advisory fees at the
     lower of initial cost, par value (if performing), or market for these assets, which is documented with the
     Managed Account Client at the time of the investment recommendation. Pricing and valuations used
     for fee calculations are generally based on the valuations of the underlying private placement sponsor,
     in accordance with the terms and conditions of the respective governing agreement of the investment
     vehicle. In the event that a quarter‐end valuation for a certain asset(s) is unavailable, KMC will use the
     most recent value known to KMC with respect to such asset(s). There is a risk when relying on third
     party managers or sponsors to value investments that are not readily marketable valuations, as well
     as the time lag that KMC receives the valuations, that could negatively (or favorably) affect advisory
     fees that KMC charges. KMC believes this risk is mitigated because it generally charges fees based on
     lower of initial cost, par value (if performing), or market for these assets. In addition, KMC has
     implemented operational due diligence policies and procedures that, among other things, periodically
     assesses third-party managers’ valuation policies and internal reviews for further impairment
     considerations. On occasion, and in lieu of an asset-based fee for Direct Private Placements, KMC may
     charge negotiated performance fees, consulting, due diligence, or monitoring fees which are disclosed
     in writing to each Managed Account Client in advance of the transaction. When a Managed Account
     Client invests in Direct Private Placements where a separate management fee is charged or shared with
     KMC, advisory fees will be reduced by any management fees paid as a result of the investment, or the

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                                      KM Capital Management, Ltd.

     Direct Private Placement assets will not be included in fee calculation if a consulting fee has been
     received to avoid the “double fees”.

                                                  Fee Schedule
                                   Account Size                             Annual Fee
                     $0 to $999,999                                           1.50%
                     $1,000,000 to $4,999,999                                 1.25%
                     $5,000,000 to $9,999,999                                 1.00%
                     $10,000,000 and above                                  Negotiable

     Household accounts will be aggregated to determine the quarterly fee. KMC utilizes the following fee
     formula for calculating the quarterly fee:

     Advisory fee % multiplied by Custodial Account Value / 365 multiplied the number of days in the
     calendar quarter

     KMC’s advisory fee payable upon initial implementation of the account and all subsequent periods will
     be paid through direct debit of Managed Account Client accounts. Authorization for KMC to direct debit
     the advisory fees from Managed Account Client accounts is contained in the advisory services
     agreement. Managed Account Clients will be provided with a fee invoice that identifies the advisory fee,
     the value of the account and how the fee was calculated. Additionally, Managed Account Clients will be
     provided with an account statement reflecting the deduction of the advisory fee direct from the account
     custodian. If the account does not contain sufficient funds to pay advisory fees, KMC has limited
     authority to sell or redeem securities in sufficient amounts to pay advisory fees. Managed Account
     Clients may reimburse the account for advisory fees paid to KMC, except for ERISA and IRA accounts.

     In addition to the advisory fees above, Managed Account Clients may pay fees for third-party custodial
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