Machine Investment Group LP

Item 5 - Fees and Compensation

      In general, the Adviser receives a management fee from each of the Funds that it manages as
compensation for the investment advisory services rendered to the applicable Fund. The Adviser also

typically receives performance-based compensation or carried interest pursuant to the applicable
Governing Documents for the Clients.

       The Adviser or its affiliates may receive additional compensation in connection with
management and other services performed for portfolio investments of the Funds, and such additional
compensation generally will offset in whole or in part the management fees otherwise payable to the
Adviser in accordance with the relevant Governing Documents. Investors in a Fund also bear certain
expenses, as set forth in the Governing Documents of such Fund.

         The precise amount, the manner of calculation and the manner and timing of payment of any
such management fee, carried interest, or performance-based compensation for each such Fund are
established by the Adviser, as modified by negotiations with Investors in the applicable Fund, and are
set forth in such Fund’s Governing Documents provided to each Investor prior to investment in such
Fund. Nonetheless, the structure of the management fee and carried interest which the Adviser currently
employs and which the Adviser expects to employ with respect to future Funds going forward is
summarized below.

        Management Fees

         A management fee (the “Management Fee”) will be paid by each Fund to the Adviser. The
Management Fee is determined by the Governing Documents of each Fund, but will generally be equal
to a fixed percentage per annum of each Investor’s capital commitments during the investment period
and generally equal to the same fixed percentage per annum of the sum of (i) the aggregate capital
contributions by Investors that have been used to make Portfolio Investments which have not been fully
realized or fully written off and (ii) the aggregate amount of all committed amounts with respect to
ongoing Portfolio Investments. The Management Fee will be payable quarterly in advance.

         Management Fees will commence as of the initial closing in respect of Investors, regardless of
the date on which an Investor is admitted to a Fund. Management Fees will be payable from Investors’
capital contributions, but after the end of the investment period may instead be paid out of the amounts
otherwise distributable to the Investors.

        Installments of the Management Fee payable for any period other than a full three-month period
generally are adjusted on pro rata basis according to the actual number of days in such period. The
Management Fee generally is reduced by a specified percentage of a Fund’s share of Portfolio
Investment Fees, generally excluding Closing Fees and Servicing Fees each as defined and discussed
below and as more fully detailed and subject to the terms set forth in the relevant Governing Documents.
The Management Fee may also be reduced by placement fees paid by a Fund and in certain cases,
Organization Expenses as is discussed further below.

         The Governing Documents for certain Funds permit the Adviser to waive or agree to reduce
the Management Fee. Waived or reduced Management Fees are not subject to the Management Fee
offsets described above, and the amount of such waived or reduced Management Fees has the potential
to be significant. Due to waived or reduced Management Fees by the Adviser and/or timing of receipt
of compensation subject to offsets (as described above), it is possible that Management Fee offsets will
be delayed.

        Carried Interest

         The Adviser will receive a carried interest with respect to the Funds equal to a fixed percentage
of all realized profits subject to a fixed percentage compound preferred return, as more fully described
in the applicable Governing Documents of each Fund. The carried interest distributed to the Adviser is
subject to a potential giveback at the end of life of the Funds if the Adviser has received excess
cumulative distributions and at certain interim intervals as provided in the Governing Documents. It is
expected that any future Funds will have a similar fee structure.

        Interests are offered and sold solely to “qualified purchasers” as defined in Section 2(a)(51) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”) (or qualified
knowledgeable Adviser personnel), and, as such, information regarding the fees and compensation
payable by Clients is not required to be provided herein.

        Partnership Expenses

        The Partnership shall pay or reimburse the General Partner, the Management Company or any
Person advancing payment of such expenses, all partnership expenses. In addition, the Partnership, the
General Partner, the Management Company or any member thereof may charge a portfolio investment
and/or a potential portfolio investment for any expenses to the extent the General Partner reasonably
determines such expenses are attributable to such portfolio investment and/or potential Portfolio
Investment or the Partnership’s investment or prospective investment therein or liquidation thereof.
The General Partner or the Management Company may engage placement agents and incur Placement
Fees.

          The General Partner, the Management Company or any of their respective affiliates may
provide to the Partnership, any of its affiliates and/or any Portfolio Investment all accounting, financial,
reporting, fund administration, tax, internal audit, legal, debt placement, technology-related services,
brokerage, sales agent, property-related services (including property management, leasing, construction
management, development and other property-related services) and any other services in lieu of third
parties providing such services to such Persons, and in connection with the provision of such services,
...

Item 7 - Types of Clients

         As described in Item 4. “Advisory Business”, the Adviser provides investment advisory
services only to Funds, which are investment partnerships, or similar entities, which are exempt from
registration under the Investment Company Act. The Investors participating in the Funds may include
individuals, banks or thrift institutions, other investment entities, university endowments, sovereign
wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities and may include, directly or indirectly, Principals or other
employees of the Adviser and its affiliates and members of their families, and Consultants or other
service providers retained by the Adviser.

        Each Fund will generally have a minimum investment amount between $5 million and $10
million for third-party Investors in the Funds, and the Funds’ interests will be offered and sold solely
to qualified purchasers or qualified knowledgeable personnel of the Adviser. Such minimum
investment amounts may be waived by the Adviser.

Item 8 - Investment Strategies, Investment Philosophy and Risk of Loss

        The Funds represent an opportunity to invest in opportunistic, distressed, and special situations,
including equity and debt positions. The Funds are focused on investments primarily located within the

country’s top 25 MSAs with positive underlying growth trends and fundamental tailwinds. Importantly,
the Funds will target middle market opportunities where it believes its reputation as a reliable
counterparty, solutions-oriented approach, and extensive lender relationship network distinguishes it
from the competition.

        The Senior Management Team has developed a strong track record of successfully sourcing
and executing complex transactions and has established institutional operating processes and systems
to mitigate risk. With a keen focus on downside protection and cash flow, Machine believes it is well
positioned to capitalize on the abundance of compelling opportunities resulting from the ongoing
pandemic.

        The General Partner believes it maintains a competitive advantage vis-à-vis its competition
through multiple attributes, namely its broad investment experience, flexible approach, diverse
sourcing channels, strict risk discipline, and institutional operating processes developed over many
years.

          Broad Investment Experience
          Machine is a cycle-tested manager whose Founders previously invested approximately $1.5
billion of equity capital during their tenure at Garrison, where they developed an expertise in
opportunistic, distressed and special situations investment strategies. These prior investments included
exposure to a variety of sectors, markets, and capital structures representing nearly 50 transactions and
over 250 assets. Importantly, unlike many of its competitors, Machine has no ongoing legacy issues as
all of its investments have been made in a post-COVID environment. The Funds will employ a similar
investment strategy primarily focused on the top 25 markets nationally, with the ability to invest in
what it believes to be the most attractive positions throughout the capital stack.

         Flexible Approach
         The Funds will leverage Machine’s broad investment experience to employ a flexible
investment approach. Over the years, Machine investment professionals have developed valuable
structuring expertise across both debt and equity investments, including workouts. The Funds
will leverage the firm’s collective expertise to seek to craft a diversified portfolio of investments
based upon prevailing market dynamics.

         Diverse Sourcing Channels
         Machine investment professionals have built a deep relationship network developed over many
years resulting in access to deal flow. Acquisition channels include both traditional and non-traditional
sources of deal flow, such as joint venture operating partners, REITs, brokers, consultants, advisors,
bond holders, and other third-party relationships. Machine has developed an organized coverage model
designed to ensure a broad pool of contacts remain consistently engaged, leading to off-market
opportunities and a competitive advantage in brokered situations. The Funds will leverage the General
Partner’s relationship network to seek attractive investment opportunities with compelling return
profiles.

        Strict Risk Discipline
        Machine is keenly focused on risk mitigation and capital preservation. As such, Machine
emphasizes attractive entry points, optionality, and underwrites investments on an unlevered basis with
multiple sensitivities. In general, Machine seeks to avoid binary outcomes and a reliance on macro
assumptions, including cap rate compression and market rent growth, to justify pricing.

        Institutional Operating Processes
        With deep institutional pedigrees, Machine has developed disciplined, unemotional operating
processes and systems that have been refined over multiple cycles. Having previously managed and
invested sizable pools of institutional capital over several years, the Machine team has significant
fiduciary experience.

       The Machine investment philosophy has been cultivated by the firm’s extensive experience
and many years working together. The firm’s principles are rooted in their belief that excellent investing
begins with being an excellent partner. As such, Machine is focused on providing consistent,
opportunistic returns for limited partners, while also minimizing losses.

        Seek advantageous entry points
        Machine focuses on current cash flow and arbitrage opportunities in order to seek to minimize
risk. As such, advantageous entry points, with attractive current cash flow, a significant discount to
replacement cost or a cap rate differential across market buyers are important components of a Machine
investment.
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