Newport Global Advisors LP

Item 5: Fees and Compensation

    The	Investment	Management	Agreement	entered	into	between	the	Adviser	and	the	Separate
    Account	provides	that	the	Adviser	shall	be	paid	a	quarterly	management	fee	(the
    "Management	Fee')	based	on	a	percentage	of	the	cash	and	any	other	investment	assets,
    including	dividends	and	distributions	of	any	kind,	interest	and	capital	gains	thereon.	 The
    Management	Fee	shall	be	paid	out	of	the	Separate	Account's	assets	and	will	be	paid	in
    advance	of	the	First	day	of	each	Fiscal	quarter.

    In	accordance	with	their	respective	Amended	and	Restated	Limited	Partnership
    Agreements,	the	Credit	Fund	pays	the	Adviser	a	quarterly	management	fee	equal	to	a
    specified	percentage	of	its	Net	Asset	Value	as	of	the	First	day	of	the	calendar	quarter	and	the
    Opportunities	Fund	I-A	pays	the	Adviser	a	quarterly	management	fee	based	on	the	cost	or
    market	of	the	portfolio	as	of	the	First	day	of	the	calendar	quarter.

    Management	fees	are	payable	quarterly	in	advance	and	may	be	paid	out	of	current	cash
    Flow,	disposition	proceeds	of	the	Funds	or	from	drawdowns	of	unfunded	commitments.	 As
    provided	by	each	of	the	Fund’s	Amended	and	Restated	Limited	Partnership	Agreements,	no
    refund	of	a	pre-paid	investment	management	fee	is	available	if	the	investment	management
    agreement	between	the	Adviser	and	each	of	the	Funds	is	terminated	before	the	end	of	a
    billing	period.

    The	payment	of	any	performance	fees	will	comply	with	Rule	205–3	under	the	Investment
    Advisers	Act	of	1940	(the	“Advisers	Act”).

    The	management	fees	and,	to	the	extent	there	are	any	performance	or	incentive	fees,	paid	to
    the	Adviser	by	any	of	the	Advised	Client	Accounts	varies.	 The	costs	and	expenses	incurred
    by	the	Adviser	and/or	its	affiliates	in	connection	with	the	operation	and	action	of	each
    Advised	Client	Account	are	allocated	in	good	faith	by	the	Adviser	in	accordance	with	its
    allocation	policies	which	are	grounded	in	standards	of	fairness	and	the	fiduciary	duties	it
    owes	to	each	of	its	clients.

    The	Adviser	may	enter	into	arrangements	with	private	investment	funds,	taxable	and	non-
    taxable	entities	and	institutions,	and	others	whereby	it	provides	non-discretionary	advisory
    services	for	a	negotiated	management	fee.	 Currently,	the	Adviser	has	not	entered	into	any
    arrangements	whereby	it	provides	non-discretionary	investment	management	advice	or
    services.

    In	addition	to	the	advisory	fee	paid	to	the	Adviser	by	any	Advised	Client	Account,	each

NEWPORT GLOBAL ADVISORS LP (ID No. 801-66417)

    Advised	Client	Account	and,	indirectly	their	partners,	also	bears,	to	the	extent	not
    reimbursed	by	a	portfolio	company,	certain	costs	and	expenses	incurred	by	the	Adviser
    and/or	its	affiliates	in	connection	with	the	operation	and	activities	of	such	Advised	Client
    Account.	 These	expenses	include	(a)	expenses	incurred	in	connection	with	identifying,
    evaluating,	researching,	structuring	and	negotiating	proposed	investments,	including	those
    that	are	not	ultimately	consummated	by	the	applicable	Advised	Client	Account,	and	the
    acquisition,	management,	holding,	sale,	proposed	sale	or	valuation	of	investments	including,
    among	other	things,	legal,	consulting	and	accounting	expenses	and,	where	contemplated	by
    the	applicable	governing	agreement,	meals,	entertainment	and	travel	expenses;	(b)	ongoing
    administrative	expenses,	including,	among	other	things:	 telephone	charges,	directors	&
    officers	insurance	premiums,	public	relations	expenses,	costs	of	reporting	to,	and	other
    ongoing	discussions	with,	limited	partners	including	travel	expenses	relating	thereto,	and
    annual	meeting	costs	and	external	legal,	brokerage,	custodial,	accounting,	regulatory	and
    compliance	expenses	(excluding	routine	annual	costs	of	compliance	with	the	Advisers	Act);
    and	(c)	costs	of	reporting	to	Limited	Partners	and	to	governmental	authorities	with	respect
    to	the	activities	of	the	Advised	Client	Account	and	their	portfolio	companies.

    The	types	of	fees	and	expenses	that	are	charged	to	the	Advised	Client	Account	in	connection
    with	identifying,	evaluating,	structuring	and	negotiating	proposed	investments,	including
    those	that	are	not	ultimately	consummated	by	the	Advised	Client	Account,	and	the
    acquisition,	management,	holding,	sale,	proposed	sale	or	valuation	of	investments	include,
    where	contemplated	by	the	applicable	governing	agreement,	among	other	things:	 meals,
    entertainment,	lodging	and	travel	expenses	(collectively,	“travel	expenses”),	professional
    fees,	costs	associated	with	research,	attendance	at	related	industry	conferences	and	trade
    association	memberships.

    The	Adviser	allocates	each	of	the	costs	noted	above	among	the	Advised	Client	Accounts	in
    good	faith	and	in	accordance	with	the	Adviser’s	expense	allocation	policies	and	the	;iduciary
    duty	that	it	owes	to	each	of	its	clients.

    Expenses	relating	to	proposed	investments	that	are	not	ultimately	consummated	are
    generally	allocated	entirely	to	the	primary	Advised	Client	Account(s)	that	were	expected	to
    participate	in	the	investment	and	not	to	any	co-investment	vehicles	formed	speci;ically	to
    invest	in	such	proposed	investment.

    No	employee,	related	person	or	associated	person	of	the	Adviser	will	accept	compensation
    for	the	sale	of	securities	or	other	investment	products.	 The	Adviser	does	not	receive	any
    portion	of	the	commissions	or	markups	paid	by	any	Advised	Client	Account	in	connection
    with	the	execution	of	transactions.	 The	Adviser's	only	compensation	is	the	Management	Fee
    that	is	paid	by	each	Advised	Client	Account.

NEWPORT GLOBAL ADVISORS LP (ID No. 801-66417)

Item 7: Types of Clients

       As	noted	in	Item	4	above,	the	Adviser	currently	provides	investment	advice	to	pooled
       investment	vehicles	and	private	investment	funds	and	a	Separate	Account.	 Investors	in
       these	pooled	investment	vehicles,	private	investment	funds	and	the	Separate	Account	are
       generally	public	and	private	pension	and	profit-sharing	plans	and	to	a	lesser	extent,	other
       Qualified	Institutional	Buyers	and	qualified	persons.	 The	minimum	investment	in	the
       Opportunities	Fund	I-A	was	$10	Million	although	the	Adviser	exercised	its	sole	discretion	to
       permit	investments	of	less	than	$10	Million.	 The	minimum	investment	in	the	Credit	Fund
       was	$5	Million	although	the	Adviser,	as	the	Manager	of	the	Credit	Fund,	exercised	its	sole
       discretion	to	permit	investments	of	less	than	$5	Million.