Newmark Capital LLC

ITEM 5. FEES AND COMPENSATION
The Adviser’s fees are negotiable and typically include a senior management fee, a subordinated
management fee and incentive management fees. Fees are not required to be paid in advance,
and we do not have a set fee schedule. Specific fee rates and the methodology for calculating
fees are agreed to at the time a particular Fund closes, are described in each Fund’s investment
advisory agreement. The senior and subordinate management fees are determined and paid
quarterly in arrears, depending on certain cash distribution constraints governing the Funds,
generally calculated as a percentage of the assets under management ("AUM") within a particular
Fund. However, once a CLO has closed, fees for the life of the Fund are not negotiable, but the
Adviser may, in its discretion, waive all or a portion of its fees.

In addition to paying investment management fees and any applicable performance-based fees,
the Funds may also be subject to ongoing operation expenses such as trustee, collateral
administrator, portfolio administrator, accountants, and lawyers, rating agencies, and regulators.
If an account is structured as an investment fund, the additional fees may include investment
expenses such as commissions, due diligence expenses, research fees and expenses, interest
on margin accounts and other indebtedness. The Funds generally reimburse the Adviser from
time to time for certain out-of-pocket expenses related to the services provided by the Adviser to
the Fund. The Funds may also incur brokerage and other transaction costs; please reference Item
12 of this Brochure for additional information.

None of NewMark’s officers, partners, directors, employees or any other person that provides
investment advice or otherwise subject to our supervision or control (so-called "supervised
persons") accepts any compensation for the sale of securities or other investment products
offered by NewMark.

NewMark RID Asset Management Fee – NewMark RID shall be entitled to an asset
management fee computed at an annual rate of 1.0% of the Net Assets of the Account (“Asset
Management Fee”). Account means a total market value of client’s assets managed by NewMark
RID at the end of the calendar quarter. The asset management fee shall be calculated and
accrued at the rate of one-fourth of 1.0% of the Net Assets of the Account on the last day of each
calendar quarter, and shall be payable as of the first day of the following calendar quarter. In the
event the Manager is not acting as the Manager for an entire calendar quarter or in the event that
assets are added to the Account or withdrawn from the Account during any quarter, the asset
management fee payable for such quarter shall be appropriately prorated on a daily basis. “Net

Assets” shall mean the total assets in the Account, including all cash and cash equivalents,
accrued interest and the market value of all securities and other assets, less all liabilities, including
brokerage commissions (but excluding the Manager’s asset management fee being computed)
payable with respect to the Account. NewMark is not charging its individual investors a
performance fee. NewMark RID clients are responsible for brokerage commissions and
maintenance fees payable to Raymond James Financial (Alex-Brown), NewMark RID’s
custodian. NewMark does not receive any compensation in the form of “soft dollars” or otherwise
from Raymond James Financial (Alex-Brown). NewMark receives no compensation from a broker
based on the amount or number of trades executed by NewMark RID.

ITEM 7. TYPES OF CLIENTS
NewMark’s principal clients are predominantly CLOs, the interests in which are offered pursuant
to exemptions from registration under the Securities Act of 1933, as amended, and the CLO’s are
exempt from registration pursuit to the Investment Company Act of 1940, as amended. These
CLOs are issued at discrete points in time and typically are closed to new investors once a deal
has been underwritten. CLO investors are generally insurance companies, banks, structured
credit funds, hedge funds, public and private employee benefit plans, trusts, and corporations,
other sophisticated institutional investors, including private investment funds and endowments,
and high net-worth individuals. NewMark’s RID client accounts are retail investors and such
individuals may not qualify for high net worth status.

Together, these investors form the collateral pool to which NewMark serves as investment
adviser. Thus, the client is the CLO, and not the underlying note-holders within the structures.
The Adviser actively manages the pooled collateral in order to pay interest and principal and will
regularly report to the underlying investors as to the performance of the aggregate portfolios. It is
important to note that each CLO has a finite life and has certain time frames during which a
manager can actively manage a portfolio. Minimum note denominations for CLOs (USD
denominated notes) are approximately USD 250,000, which can be waived at our discretion.

NewMark also provides investment advice to other types of investors, generally through
separately managed accounts, including individuals as part of its new retail investment advisory
business, NewMark RID. The minimum to open an account at NewMark RID is USD 5,000
unless waived by senior management.