Nassau Alternative Investments LLC

Item 5.     Fees and Compensation
            A. Compensation

Compensation to the Firm for services provided to the Nassau CFOs takes the form of management fees
and an incentive fee. The Firm does not receive compensation for managing the Internal SPV.

It is anticipated that compensation to the Firm for services provided to other CFOs and other clients may
take the form of management or performance fees, carried interest or other incentive-based compensation
related to the performance of such CFOs or other client accounts. Such compensation may be paid to the
Firm or an affiliate of the Firm. In some cases, it is possible that these fees may be negotiated with a client
prior to engagement. It is also anticipated that the Firm will not receive compensation for managing other
Internal SPVs.

            B. Payment of Fees

Management fees paid by NAM are based on the net asset value of the assets managed by the Firm less
certain liabilities, and are paid quarterly in arrears. Management fees paid by the Nassau CFOs are based
on the cash and net asset value of the assets held within such Nassau CFO, and are paid quarterly in arrears.
Incentive fees paid by the Nassau CFOs are expected to be payable later in each such Nassau CFO’s life
after investors have received a specified target return.

Management fees and performance-based fees paid by other Firm clients will be tailored for each such other
client.

Although the foregoing is a brief summary of the management fee arrangements applicable to the Firm’s
clients, please note that this brief summary is not a substitute for the detailed terms provided in the advisory
agreement, offering document, organizational agreement or other governing documents of the Firm’s
clients.

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            C. Additional Expenses

The expenses paid by the Firm’s clients are set forth in detail in the advisory agreement, offering document,
organizational agreement or other governing documents of the relevant client. Such expenses may differ
among clients and within clients. Thus, although the following is a summary of expenses the Firm’s clients
may generally bear, it is not an exhaustive or complete list with respect to all clients. Clients, prospective
clients, CFO investors and prospective CFO investors should therefore review the applicable advisory
agreement, offering document, organizational agreement or other governing documents carefully because
such documents, and not the summary in this brochure, describe more specifically the expenses such client
will bear.

Generally, each of the Firm’s clients will bear its own operating and other expenses, which may include,
but not be limited to:

           Organizational, start-up, structuring and ongoing operating expenses, including legal,
            accounting, travel, filing and other organizational expenses, associated with the formation and
            ongoing operation of the CFOs, the CFOs’ general partners and any related vehicles;
           Fees and expenses incurred in connection with services provided by legal advisers, consultants,
            rating agencies, accountants, auditors and brokers;
           Fees and expenses incurred in connection with asset pricing, modeling and rating services,
            compliance services, software programs and services and programming and data entry services;
           Management fees and performance-based compensation paid to the Firm;
           Expenses and fees related to the evaluation and development of investments (e.g., investment-
            related travel, meal and lodging expenses, quotation service expenses, appraisal fees,
            consulting fees, rating agency fees and expenses, pricing and valuation fees, and other due
            diligence expenses), regardless of whether a transaction for such investment is consummated;
           Fees and expenses related to the acquisition, hedging and disposition of investments (e.g.,
            private placement fees, arranger fees, syndication fees, investment banking fees, attorneys’
            fees, commitment fees, servicing fees, brokerage fees and commissions, mark-ups or mark-
            downs, settlement fees, breakup fees, trade clearing and settlement expenses, trade
            confirmation and reconciliation expenses, other trading-related expenses, and other transaction
            fees and expenses);
           Fees and expenses related to the monitoring and holding of investments (e.g., interest expense,
            recordkeeping expenses, custody fees, bank charges, fees and expenses of trustees and other
            service providers and risk management expenses);
           Fees and expenses related to bookkeeping, accounting, record keeping and preparing reports to
            investors;
           Interest and expenses related to client borrowings and indebtedness;
           Legal fees and expenses;
           Costs associated with regulatory compliance (e.g., expenses related to anti-money laundering
            monitoring, expenses related to investor-related compliance obligations (such as AIFMD and
            FATCA), expenses related to investment-specific regulatory filings (such as Hart-Scott-Rodino
            notifications), and expenses related to non-position-specific regulatory filings (such as Forms
            PF and Forms D));

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             Fees and expenses related to forming, maintaining and winding up private investment fund
              vehicles and transaction vehicles or subsidiaries (e.g., formation and organizational expenses,
              expenses related to the maintenance of offering documents and disclosure, trustee expenses
...

Item 7.       Types of Clients

The Firm’s primary activity is to provide investment advisory services to CFOs, which are pooled
investment vehicles generally offered to investors that are, in the case of U.S. investors, both “qualified
purchasers” (“QPs”) as defined in the Investment Company Act of 1940 (the “Investment Company Act”)
and “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act of 1933 (the

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“Securities Act”). The Firm generally provides investment advice to its clients (including the CFOs), and
not individually to the investors in the CFOs or any other clients. The Firm also advises, indirectly via a
subadvisory agreement with NAM, insurance companies with which the Firm is affiliated. The Firm also
manages the Internal SPV, which is a special purpose vehicle that will invest in a limited number of
investments.

With respect to any client that is a CFO, Internal SPV or other pooled investment vehicle, minimum
subscription or investment amounts will be disclosed in the relevant offering memorandum or other
documentation.