Metropolitan Partners Group Management LLC

ITEM 5: FEES AND COMPENSATION

             Funds

     The specific manner in which Metropolitan and its affiliates charge fees to the Funds is established and
     described in greater detail in the Governing Documents of the Funds. Fund Investors should refer to the
     Governing Documents for a complete understanding of how Metropolitan and its affiliates are
     compensated for their advisory services. The information contained herein is a summary only and is
     qualified in its entirety by such documents.

             Management Fees

     Metropolitan or its affiliates typically receive(s) a management fee of up to 2% per annum, based on
     capital under management, capital commitment amounts or the fair market value of all portfolio
     investments, including the portion of any portfolio investment funded with leverage, at the fund level. For
     the avoidance of doubt, the fair market value of all portfolio investments for purposes of calculating the

                                                     850 THIRD AVENUE, FLOOR 18
                                                         NEW YORK, NY 10022
                                                   WWW.METPG.COM +1 (212) 561 1250

METROPOLITAN PARTNERS GROUP

     management fee will not be reduced by the amount of indebtedness of the respective Fund. Management
     fees are paid quarterly either in advance or in arrears, based on the Governing Documents. The
     management fee is pro-rated for any period of less than a full calendar quarter.

     The management fee will be deducted from the capital contributions to a Fund and from a Fund’s gross
     returns prior to making distributions to Fund Investors. In the event of an early termination of an advisory
     agreement, Metropolitan will return to the Client the proportionate amount of the management fee
     attributable to the period after the termination date consistent with the terms of the applicable advisory
     agreement.

     The management fee may be waived or reduced, and the waiver or reduction may be included in Side
     Letters.

     Metropolitan may also apply a different fee schedule to Fund Investors who are Metropolitan employees,
     their family members and other investors.

     In addition to the management fee, Metropolitan may receive onboarding fees from new borrowers,
     which are not shared with Clients. In addition, fixed monthly or quarterly monitoring fees are collected by
     Metropolitan from some portfolio companies. A portion of the monitoring fees are subject to being
     rebated to the Funds in the form of a reduced management fee based on each Fund’s Governing
     Documents. Metropolitan also receives amendment fees from defaulting borrowers from time to time
     and, in certain circumstances, shares a portion of such fees with Clients. Decisions as to whether to share
     such amendment fees are made by the Firm in the Firm’s sole discretion and where required under the
     applicable Governing Documents.

     In addition, typically, Metropolitan or its affiliates will be compensated under a performance-based
     arrangement (“Performance Fee” or “Carried Interest”). In such instance, Metropolitan is generally
     entitled to receive a Carried Interest of 15% to 20% of profits generated through the Fund’s investments
     above a cumulative annual hurdle rate (or preferred return) that is generally 8%, but may vary, calculated
     on the basis of each Fund Investor’s contributed capital. The Carried Interest is assessed on realized profits
     from the investment activity and is subject to a distribution waterfall in which each investor must have
     been distributed their capital contribution and preferred return prior to the distribution of any Carried
     Interest. As outlined in a given Client’s Governing Documents or contract governing their relationship with
     Metropolitan, a Client or other relevant vehicle may make annual tax distributions to persons entitled to
     receive Carried Interest to cover required tax payments before the return of that investor’s capital
     contributions and preferred return. These tax distributions are an advance on the future Carried Interest
     that may be distributed after each investor’s capital contributions and preferred return are paid.

     From time to time, Metropolitan or its affiliates may receive other compensation in respect of a co-
     investment opportunity, including a management fee, upfront fee or a share in some or all of the return
     belonging to the applicable Co-Investor.

                                                     850 THIRD AVENUE, FLOOR 18
                                                         NEW YORK, NY 10022
                                                   WWW.METPG.COM +1 (212) 561 1250

METROPOLITAN PARTNERS GROUP

             Other Expenses

     In addition to the fees listed above, the Funds generally bear, or have borne, each of their own operating
     and investment-related expenses. The expenses paid by the Funds are set forth in detail in the Governing
     Documents of the relevant Fund. Fund Investors and prospective Fund investors should review the
     applicable Governing Documents carefully because such documents, and not the summary in this
     Brochure, describe more specifically the expenses such person will bear. As applicable, the Funds will pay
     the Firm for other fees, costs, expenses, liabilities and obligations relating to the Funds’ activities, business
     or actual or potential investments, all as more fully described in the applicable Governing Documents.
     These items include, for example:

     •   organizational and formation expenses subject to certain limitations;
     •   expenses incurred in dissolving, winding-up and terminating each Fund;
     •   expenses related to the organization or maintenance of any entity used to directly or indirectly
...

ITEM 7: TYPES OF CLIENTS

     The Firm provides discretionary and non-discretionary investment advisory services to Funds and Co-
     Investors’ accounts. Fund Investors include domestic and offshore high net worth individuals, family
     offices, foundations, endowments, business entities, public and private pension funds, affiliates of
     Metropolitan and employees of Metropolitan. The minimum commitment for a Fund Investor is outlined
     in each Fund’s Governing Documents; however, Metropolitan maintains discretion to accept, and has
     accepted, Fund Investors with commitments below the outlined minimum commitment threshold.

     Fund Investors are required to meet certain suitability qualifications, such as being an “accredited
     investor” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Fund
     Investors will be required to make certain representations when investing in a Fund, including, but not
     limited to, representations 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 Fund. Details

                                                     850 THIRD AVENUE, FLOOR 18
                                                         NEW YORK, NY 10022
                                                   WWW.METPG.COM +1 (212) 561 1250

METROPOLITAN PARTNERS GROUP

     concerning applicable investor suitability criteria are set forth in the respective Fund’s Governing
     Documents, which are furnished to each prospective investor.