NXT Capital Investment Advisers LLC

Item 5. Fees and Compensation

In connection with the advisory services provided by NXT Advisers, Clients pay asset management fees
which are generally based on the actual amount of Client assets under management rather than the Client’s
total investment commitment. Assets under management for purposes of calculating these fees are generally
based on the aggregate outstanding principal balance of Loans less any specific reserves and the fair value
of Client assets other than Loans, such as equity investments. We can also negotiate on a case-by-case basis
with Clients asset management fees on various factors, including but not limited to fees that are based on
the performance of the assets owned by the Client.

In connection with its advisory services to Clients, NXT Advisers can receive a management fee
(“Management Fee”) and performance-based compensation through carried interest, performance fees,
and/or an allocation of profits or similar method of sharing in realized profits (collectively referred to as
“Carried Interest”).

In addition, Clients will bear certain expenses incurred in connection with NXT Advisers’ management of
their account. Fees, compensation, and expenses will vary among Clients as the relevant Governing
Document provides the details. All asset management and origination fees are specifically negotiated with
each Client. We do not have a general fee schedule.

Governing Documents related to certain multi-investor loan funds we manage allow , in our sole discretion,
to waive, defer, reduce or rebate all or any portion of our asset management fees for certain investors,
including but not limited to, its employees, former employees, affiliates (including ORIX USA and its
subsidiaries) (collectively, “ORIX USA Group”) and other affiliates, their respective employees and family
members of such employees or former employees, their officers, directors, principals, members and
consultants (collectively, “ORIX Persons”), and persons related to NXT Capital’s former owners. We have
waived all management fees in these multi-investor loan funds for ORIX Persons . These management fee
waivers do not impact management fees paid by any other investors in these loan funds or Client accounts.

Additionally, our affiliates receive loan fees which, absent a requirement in the relevant Governing
Documents (or otherwise in our sole discretion), are not rebated to Clients (e.g., structuring, underwriting,
administrator or agent fees). The management fees payable by a Client will not be reduced in connection
with our (or our affiliates’) receipt of any origination fees, loan fees, or Other Fees, compensation, or
reimbursements payable by or with respect to Clients.

We calculate these asset management fees and invoice our Clients for monthly payment or quarterly in
arrears in accordance with the Governing Documents. Generally, Clients bear all expenses as defined in
the Governing Documents, including, without limitation, (1) organizational, offering, legal, filing,
recording, auditing, consulting, valuation,, administration, accounting, tax, insurance, banking, rating
agency and other professional fees and expenses; (2) expenses associated with periodic reporting and any
amendments to Governing Documents; (3) expenses associated with financial statements and tax returns;
(4) insurance, interest and other expenses incurred in respect of borrowings, if any; (5) other expenses
associated with the acquisition, credit ratings, holding, monitoring, settlement, workout and disposition of
a Client’s investments (including, without limitation, any brokerage, transaction, custody or hedging costs,
and any other third party professional fees such as legal and consulting fees and valuation or appraisal fees);
(6) the costs and expenses of any custodians, lenders, independent review parties, fund administrators,
investment banks and other financing or banking sources and providers; (7) any indemnity expenses; and
(8) the costs and expenses of any litigation involving a Client.

Unless otherwise agreed with a fund’s investors, Advisory Fees will continue to be payable during
any term extensions.

Performance-Based Compensation

NXT Advisers and/or its affiliates expect to receive Carried Interest from Clients that have agreed as such
pursuant to Governing Documents. Generally, Carried Interest is paid or distributed upon the partial or full
realization of investments, after invested capital has been returned and such Client has achieved a preferred
return (whether calculated on an investment basis or calculated with respect to multiple or all investments).
Performance-based fees or other performance-based compensation generally will be calculated as a
percentage of the realized profits of Client investments and are generally payable to NXT Advisers or an
affiliate of NXT Advisers on a quarterly or annual basis or as investments are realized and/or capital is
distributed. NXT Advisers does and may in the future, in its sole discretion, waive, reduce, or defer the
Carried Interest for a Client and does and expects to do so in the future for investments by ORIX Persons.
With regard to Client accounts managed by the investment teams, NXT Advisers will generally be entitled
to retain an incentive fee based on the proceeds of investments subject to a predetermined preferred return
to the investor as described in the applicable Governing Document of each Client. The timing and
calculation of performance-based fees are described in the relevant Governing Documents of each Client.

In addition, NXT Advisers and/or its affiliates expect to receive Carried Interest from one Client in that
such Carried Interest is paid or distributed quarterly upon the partial or full realization of investments, after
invested capital has been returned and such after Client has achieved a preferred return for the
quarter. Performance-based fees or other performance-based compensation generally will be calculated as
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Item 7. Types of Clients

Our Clients will generally consist of entities established in conjunction with structured finance transactions
such as collateralized loan obligations, privately placed pooled investment vehicles, investment
partnerships, trusts or separate investment accounts that invest in Loans.
Except as otherwise described herein, investments for a Client are managed in accordance with the
respective Client’s particular investment objectives, strategies, restrictions and guidelines as outlined in the
respective Governing Documents and not tailored to the individualized needs of any particular investor of
the Client. At inception, however, NXT Advisers, in consultation with prospective investors, will work to
establish specific investment criteria for a Client. Such criteria has included specific industry restrictions
and concentrations, investment product type concentrations, geographic restrictions, and investment size
restrictions among others.
NXT Advisers currently does not require a minimum account size, except for investors in certain Clients
organized as pooled investment vehicles and securitized vehicles as described in the relevant Governing
Documents. NXT Advisers requires minimum initial subscriptions as outlined in the relevant Governing
Documents from investors that are organized as a pooled investment vehicle and can accept lower
subscription amounts than any such minimum at the sole discretion of NXT Advisers or the general partner
of such vehicle, including from ORIX USA Group entities or ORIX Persons.