Marathon Asset Management LP

FEES AND COMPENSATION

A.     Advisory Services and Fees

        While the management and performance fees vary by Client, our basic fee schedule is as
follows: the Adviser generally receives management fees based on net assets under management
(generally from approximately 0.20% to 2.00% annually, depending on the Fund or Account) and
an incentive or performance fee generally of up to 20% of the account’s profit or cash distributions,
if any, charged to each Client subject in certain cases to a loss carry forward provision or a
preferred return hurdle. Management fees for certain clients may also be calculated as a percentage
of invested or committed capital or gross assets. For certain Clients, we do not receive an incentive
or performance fee; for other Clients we may receive a higher incentive or performance fee. In
addition, we from time to time negotiate lesser or different fee schedules for particular Clients (or
underlying investors) based on a variety of factors, including the nature of the investments, the
size of the account or the length of a Client’s or investor’s commitment.

       We structure any performance or incentive fee arrangement in accordance with
Section 205(a)(1) of the Investment Advisers Act and the rules and regulations promulgated
thereunder, including the exemption set forth in Rule 205-3 permitting performance fee
arrangements with “qualified clients.”

        For CLOs, the Adviser typically receives a collateral management fee, in accordance with
the applicable CLO Documents. This fee generally includes a senior collateral management fee up
to 20 basis points and a subordinated collateral management fee up to 35 basis points, each
calculated as a percentage of the CLO’s assets under management. The Adviser may also receive
performance-based compensation, typically equal to 20% of distributions that would otherwise be
payable to the CLO’s equity holders, once the equity tranche has achieved a specified internal rate
of return.

       The applicable general partner has the unilateral discretion to waive or reduce the
application of certain provisions of the Fund governing documents for a Client with respect to an
investor (including those related to fees, performance-based compensation, and withdrawals)
without obtaining the consent of any other investor. The applicable general partner may waive all
management fees and performance-based compensation for investment vehicles that facilitate
investment by employees (and family members) of the Adviser or its affiliates.

        For the services provided and the expenses assumed by the Adviser pursuant to a RIC
Sub-Advisory Agreement, it is expected that the primary adviser of the relevant Registered Fund
will pay to the Adviser (a) a management fee equal to an agreed upon annual percentage of the net
assets of the portion of the Registered Fund that the Adviser sub-advises, and (b) a quarterly
incentive fee equal to agreed upon percentages of investment income, in accordance with the RIC
Sub-Advisory Agreement.

        For the services provided and the expenses assumed by the Adviser pursuant to a UCITS
Sub-Advisory Agreement, the primary adviser of the relevant UCITS Fund pays to the Adviser a
fee agreed upon between the Adviser and the primary adviser from time to time.

       Co-Investment Opportunities are subject to negotiated fees depending on the nature of the
opportunity and the investors participating therein.

B.     Payment of Fees

        The IMAs, PPMs or other Fund documents govern the terms of compensation and the
manner in which we charge fees to each Client. Subject to the terms of IMAs, PPMs or other Fund
documents, Clients are either billed directly for fees or authorize us to deduct fees directly from
the Client’s account. We directly deduct our fees from the Funds. Our management fees are paid
quarterly or monthly, in advance or arrears, depending on the Client, generally based on beginning
or ending net assets at the end of each month or quarter; however, for certain Funds, management
fees are calculated based on capital commitments, invested capital, average net assets or gross
assets. Incentive fees (or allocations) are generally charged annually in arrears or accrued until
cash distributions, at which time they are paid in accordance with the terms of the documents.
Fees will be prorated for partial periods. All fees attributable to CLOs are paid quarterly to the
Adviser in accordance with the terms of the applicable CLO indenture. The management fee
attributable to each CLO is calculated by the trustee and confirmed by the Adviser.

C.     Additional Expenses and Fees

        Our fees are exclusive of other charges, fees, and expenses which are paid by Clients. Such
expenses are set forth in the IMAs, PPMs, CLO Documents or other documents. As a general
matter such expenses include, among other things: external (i.e., third party) legal, audit, tax
preparation, accounting, operational, administrative, insurance, regulatory and research fees and
expenses; technology expenses; investment expenses such as commissions; regulatory filing fees;
direct fees and expenses related to the analysis, purchase or sale of investments, whether or not a
particular investment is consummated, such as legal fees, travel and due diligence expenses;
interest on margin accounts and other indebtedness; borrowing costs (including charges on
securities sold short); custodial fees; and any other expenses reasonably related to the purchase,
sale or transmittal of Clients’ assets. These charges, fees, and expenses are exclusive of and in
addition to our management and incentive fees. We do not receive any portion of these charges,
fees, and expenses and do not receive a brokerage commission or other compensation attributable
to the sale of a security or other investment product. However, we may hold interests in certain
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TYPES OF CLIENTS

        We currently provide investment advisory services to institutional managed accounts and
private investment funds that are offered to primarily high net worth financially sophisticated
individual and institutional investors. Our investment advisory services are generally intended for
investors who would qualify as a “qualified purchaser” as defined in Section 2(a)(51)(A) of the
1940 Act, including insurance companies, endowments, trusts and estates, governmental agencies,
other financially sophisticated institutional and individual investors and commingled investment
vehicles. We also from time to time serve as the sub-adviser to Registered Funds or to UCITS
Funds. In addition, we serve as a collateral manager to certain CLOs. Additional details
concerning applicable investor criteria will be provided in the applicable Fund Documents or CLO
Documents.

        The minimum account size necessary to open and maintain an account with us varies by
Client, type of Client and relevant strategy. In general, we have set a minimum investment of
$100,000 to $100,000,000 (depending on the Account or the Fund). The CLO securities issued by
Adviser-managed CLOs are expected to be issued in minimum denominations of $250,000 with
respect to secured CLO notes, and $200,000 with respect to subordinated CLO notes. The Adviser
may require a different amount, or waive the minimum investment, depending on a variety of
factors, such as a particular Client’s circumstances or investment strategies.

The minimum account size, if any, (i) for a Registered Fund is specifically negotiated by the
Adviser and the Registered Fund and (ii) for a UCITS Fund is specifically negotiated by the
Adviser and the UCITS Fund.