MD Sass-Macquarie Financial Strategies Management Company LLC

Fees and Compensation
FinStrat receives a management fee and it, or a related person, may receive a performance
allocation (see “Performance Based Fees and Side-by-Side Management” below) for providing
investment management services. Management fees are payable quarterly in advance. Both
management fees and performance allocations will be deducted by FinStrat and any related
person directly from Clients.

For the period in which new investments are being made, the management fee is 2% of the
aggregate amount of capital committed to the Client. Thereafter, the rate at which the
management fee is charged will decrease in each year by 0.2% to a minimum of 1%, and the
management fee for each year will be calculated by applying such year’s percentage to an
amount equal to the sum, without duplication, of (i) capital contributions invested in portfolio
entities that have not been disposed of or written off, (ii) capital contributions invested in seed
investments that have been disposed of, to the extent such portfolio investments had been
managed by any portfolio entities not disposed of or written off at such time, and (iii) any portion
of the capital committed to the Client that remains callable due to having been reserved for
investment in portfolio entities.

FinStrat, in its sole discretion, may waive, reduce or rebate all or a portion of the management
fee and/or performance allocation and interest thereon in respect of any Client or any investor
in a Client. No such waiver, reduction or rebate for the benefit of any Client or any investor in
a Client will entitle any other person to such waiver, reduction or rebate.

In addition to management fees and performance allocations, Investors will bear indirectly the
fees and expenses charged to the Clients. Those fees and expenses will vary, but typically will
include fees, costs and expenses related to the purchase, holding and sale of Portfolio
Investments (defined in the “Methods of Analysis, Investment Strategies and Risk of Loss”
section), and any expenses incurred in connection with transactions not consummated,
management fees, fees and unreimbursed expenses of custodians, outside counsel and
accountants, any insurance or litigation expense, any taxes, fees or other governmental charges
levied against the Client, costs and expenses of an advisory committee and annual meetings of
Investors, and extraordinary expenses. FinStrat or its related persons also may provide various
office space, back office and other services to assist the development and growth of the Portfolio
Investments and may charge the underlying investment management companies such services
at cost. Further information regarding the fees charged to Clients may be found in each Client’s
offering document and other governing documents.

In the case where a Client is invested in money market funds that pay a management fee to their
own adviser, the Client is in effect paying two management fees. Clients indirectly pay an
investment management fee to the money market fund manager which is in addition to the
investment management fee paid to FinStrat.

Either FinStrat or the Client may terminate its respective investment management agreement per
the terms negotiated therein. Notice of termination must be given to the other party in writing.
Each Client is responsible to pay for services rendered until the termination of its respective
investment management agreement. FinStrat’s policy is to make pro-rata refunds if any fees
have been paid in advance.

Performance Based Fees and Side-by-Side Management
FinStrat or a related person may be compensated based on a performance allocation that is equal
to 20% of amounts distributed to the limited partners of a Client after the limited partners have
received the total amount of the capital contributions actually paid by them to such Client plus
an amount sufficient to provide a cumulative 8% preferential return thereon, in each case
calculated as of the date of the relevant distribution.

Performance based fees may create an incentive for FinStrat to make investments that are riskier
or more speculative than would be the case in the absence of a performance fee.

Types of Clients
FinStrat provides investment advice to private investment funds.

Each Client operates as a pooled investment vehicle intended to provide management expertise
and other advantages to Investors. The minimum initial capital contribution for an investor of
the Partnership is $5,000,000. However, FinStrat maintains discretion to accept less than the
minimum investment amount, subject to limitations under applicable law.

Investors will be required to make certain representations when investing in a Client, including
but not limited to that (i) they are acquiring an interest for their own account, (ii) they received
or had access to all information they deem relevant to evaluate the merits and risks of the
prospective investment and (iii) they have the ability to bear the economic risk of an investment
in the Client. Each investor will be furnished with a copy of the applicable operative document
(e.g., limited partnership agreement, memorandum and articles of association, etc.) for each
Client.

Methods of Analysis, Investment Strategies and Risk of Loss
FinStrat’s investment strategy is to invest on behalf of its Clients in a portfolio of traditional and
alternative investment management companies (“Portfolio Companies”) and generally have a
controlling interest in each of these Portfolio Companies, either in the form of majority control
or a significant minority stake with meaningful managerial and economic control rights. The
Client’s ownership interest will entitle it to receive a share of the carried interest and profit
distributions. Each Client will provide track record capital to the investment vehicles and
accounts managed by the Portfolio Companies, which is designed to increase the companies’
growth and value by demonstrating the performance of particular investment strategies related
to appropriate risk- adjusted benchmarks (together with Portfolio Companies, the “Portfolio
Investments”). Finally, each Client will use one of several exit strategies when ending the
investment in the Portfolio Companies including: outright sales to strategic or financial buyers,
buyouts by the portfolio company management teams, or initial public offerings of either

individual companies or combinations of them.

Investments in Portfolio Investments are highly speculative, and Investors could risk a complete
loss of their investment. A successful program of investing in Portfolio Investments is subject
to risks, including without limitation, risks related to (i) the quality of management teams of the
Portfolio Investments; (ii) the ability of the management teams of the Portfolio Investments to
select successful investment opportunities; (iii) general market conditions; and (iv) the ability of
the Client to liquidate its investments. Additional information related to the risks associated with
these investments can be found in the Client’s offering documents. No guarantee or
representation is made that FinStrat will achieve its investment objective or that Clients will
receive a return of their capital. In addition, the performance of the Clients’ investments is
substantially dependent upon the skill, judgment and expertise of FinStrat’s primary portfolio
managers. The death, disability or other unavailability of any of FinStrat’s primary portfolio
managers could be material and adverse to the performance of Clients’ investments.

General Market and Economic Conditions. All advisers are affected by general economic and
market condition risks, such as global and local economic growth, interest rates, availability of
credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws
relating to taxation of clients’ investments), trade barriers, currency exchange controls, and
national and international political circumstances (including wars, terrorist acts or security
operations), and pandemics (i.e., coronavirus). These factors may affect the level and volatility
of the prices and the liquidity of Clients’ investments. Volatility or illiquidity could impair
Clients’ profitability or result in losses.

Risk of Limited Number of Investments. The Client may participate in a limited number of
investments and, as a result, the aggregate return of the Client may be substantially adversely
affected by the unfavorable performance of any single investment.

Competition for Portfolio Investments. The Client may encounter competition from other
entities having similar investment objectives. Potential competitors include other investment
partnerships and corporations, business development companies, strategic industry acquirers
and other financial investors investing directly or through affiliates. Some of these competitors
may have more relevant experience, greater financial resources and access to more personnel
than the Client. It is possible that competition for appropriate investment opportunities may
increase, thus reducing the number of opportunities available to the Client and adversely
affecting the terms upon which investments can be made. There can be no assurance the Client
will be able to identify or consummate investments satisfying the investment criteria or the
Client’s rate of return objectives. Likewise, there can be no assurance that the Client will be able
to realize upon the values of its investments or that it will be able to invest the capital committed
by the Investors. To the extent that the Client encounters competition, returns to Investors’
returns may decrease.

Force Majeure: Investments may be affected by force majeure events (i.e., events beyond the
control of the party claiming that the event has occurred, including, without limitation, acts of
God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious
public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or
electricity line ruptures, failure of technology, defective design and construction, accidents,
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