Merchants Investment Partners LLC

ITEM 5 – FEES AND COMPENSATION

        All fee arrangements are disclosed in the relevant Partnership offering documents. All Limited
Partners should read the offering documents thoroughly before participating in an offering.

       In general, the Adviser and its affiliates receive a management fee and servicing fees in connection
with advisory services. Lower fees for comparable services may be available from other sources.
Furthermore, the Partnership and Limited Partners also bear certain expenses as detailed below:

        Management Fees. For its services to the Partnership, the Manager receives a management fee
        (the “Management Fee”) which is generally based on a percentage of the aggregate total value of
        the Investment Assets of the Partnership.

        Servicing Fees: The Servicer shall be paid by the Partnership a servicing fee (the “Servicing Fee”),
        payable monthly in an amount equal to a percentage, per annum, of the principal balance of each
        Investment Asset as of the first day of the month. The Servicer shall service the Investment Assets
        in accordance with a servicing agreement, and in compliance with all guidelines within the
        Memorandum and Partnership Agreement.

        Organizational Expenses (of the Partnership). The Partnership will bear all legal, accounting,
        filing and other organizational and offering expenses (including expenses incurred by the Manager,
        the General Partner and the Sponsor, and out-of-pocket expenses of any third-party consultants
        other than capital introduction or placement fees) incurred in connection with the formation of the
        Partnership, the Manager and the General Partner (the “Organizational Expenses”) up to a
        maximum amount equal specified with the Memorandum and Partnership Agreement.

        Partnership Expenses. The Partnership will pay all expenses that are incurred by or arise out of
        the operation of the Partnership (or shall reimburse the General Partner, the Manager and any of
        their affiliates for having actually incurred any such expenses), including, without limitation: (i)
        specified Organizational Expenses; (ii) the costs and expenses of identifying, investigating,
        conducting due diligence on, acquiring, owning, servicing, monitoring, financing and disposing of
        Investment Assets, including, but not limited to, inspection, appraisal, audit, fund administration
        and management, finder, legal, modeling, auditing, consulting, financing, accounting,
        administration and custody fees and expenses (including compensation for in-house attorneys,
        accountants and other professionals to the extent such costs are generally consistent with costs
        customarily charged by third-party professionals); (iii) legal, auditing, accounting and consulting
        expenses in connection with the preparation of Schedule K-1s, fund statements, financial
        statements, tax returns and reports to the Partners (including compensation for in-house attorneys,
        accountants and other professionals to the extent such costs are generally consistent with costs
        customarily charged by third-party professionals); (iv) other expenses associated with the
        acquisition, financing, holding and disposition of Investment Assets, including, without limitation,
        expenses relating to the analysis, formation, arranging and implementation of any Special Purpose
        Investment Entity or any Partnership Financing, and any extraordinary expenses; (v) taxes, fees or
        other governmental fees and charges levied against the Partnership or any Special Purpose

        Investment Entity; (vi) insurance costs, including director and officer insurance for the Manager,
        the General Partner and each of their directors and officers; (vii) expenses incurred in connection
        with any litigation, claim or proceeding; (viii) damages in the amount of any judgments or
        settlements; (ix) all principal and interest in connection with borrowings, financings or derivatives
        entered into in connection with the Investment Assets, the Partnership or any Special Purpose
        Investment Entity; (x) administrative expenses; (xi) out-of-pocket expenses incurred in connection
        with transactions not consummated; (xii) all expenses incurred in connection with meetings among
        the General Partner and Limited Partners; (xiii) indemnification expenses; (xiv) all expenses
        incurred in connection with any audit with respect to taxes; (xv) all expenses incurred in connection
        with the liquidation of Investment Assets and the Partnership; (xvi) all costs and amounts incurred
        in connection with the negotiating and closing of any Partnership Financing; (xvii) all amounts
        incurred in connection with compliance-related matters and regulatory filings relating to the
        Partnership’s activities (including, without limitation, expenses related to the preparation of Form
        PF or reports filed with the U.S. Commodity Futures Trading Commission) or meetings of the
        Investment and Advisory Committee (as defined below) (including related out-of-pocket costs of
        the members thereof to attend such meetings); (xviii) reasonable additional due diligence costs and
        expenses incurred by the Investment and Advisory Committee in connection with its review of
        proposed Investment Assets; and (xix) all amounts to be contributed or advanced to any Special
        Purpose Investment Entity or Investment Asset for the purpose of such entity or investment paying
        any cost of the type described in the foregoing clauses (ii) through (xviii) (collectively, the
        “Operating Expenses”).

The Adviser neither deducts fees from the Partnership’s assets nor bills the Partnership directly. The
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ITEM 7 – TYPES OF CLIENTS

         The Adviser intends to provide investment advice to the one or more investment funds, which are
its “clients” for purposes of the Advisers Act. Such investment funds may include investment partnerships
or other investment entities formed under domestic or foreign laws and operated as exempt investment
pools under the Investment Company Act of 1940, as amended. 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.

        The Funds generally have a minimum investment amount of $500,000 for third-party investors,
and interests are offered and sold solely to “qualified purchasers” and “accredited investors” that are also
“qualified clients” for purposes of the Advisers Act (or qualified knowledgeable Adviser personnel). Such
minimum investment amount may be waived by Adviser.