Octagon Asset Management LLC

Fees and Compensation
For the Partnerships and the separately managed accounts, OAM receives a carried interest along
with a management fee for providing investment management services. Management fees are
generally payable quarterly in advance and these are payable for any period that is less than a full
quarterly period.

For the Partnerships and the separately managed accounts, OAM receives a carried interest along
with a management fee for providing investment management services. Management fees are
generally payable quarterly in advance and these are payable for any period that is less than a full
quarterly period. The management fee paid by the Partnerships for any quarter is 0.5% (2.0% per
annum) of the aggregate amount of the capital commitments of the Partnership, and 0.5% (2.0%
per annum) of the aggregate amount of the funded contributions of the Partnership after the end of
the applicable Partnership investment period. However, with respect to the extent the management
fees are payable by the Offshore Feeders, no fixed fees are charged by the Master Fund.
Management fees are charged directly to the Partnerships. Each Partnership may enter into
separate agreements, commonly referred to as “side letters,” to change the management fees
applicable to certain investors (please see “Types of Clients” below).

The Partnerships are also subject to a carried interest of 20% of profits on distributions derived
from the disposition of investments or securities, with a preferred return of up to 5% per annum.

In addition, OAM and/or the General Partner, in its sole discretion, may waive, reduce or rebate
all or a portion of the management fee and/or carried interest and interest thereon in respect of any
limited partner. No such waiver, reduction or rebate for the benefit of any limited partner will
entitle any other limited partner to such waiver, reduction or rebate.

Detailed information regarding the fees charged to the Partnerships is provided in each
Partnership’s confidential private offering memorandum and other governing documents. In
addition to management fees and carried interest, limited partners of the Partnerships will bear
indirectly the fees and expenses charged to the Partnerships. Those fees and expenses will vary,
but typically will include fees associated with making or selling portfolio investments, legal and
accounting fees, taxes, commissions and brokerage fees, registration expenses, fees to government
regulatory agencies, the cost of directors’ and officers’ liability insurance and other expenses, such
as litigation or broken deal expenses. Investors should review all fees charged by OAM, its
affiliates, and others to fully understand the total amount of fees to be paid by the Partnerships
and, indirectly, their limited partners.

Limited partners of the Partnerships are not permitted to make voluntary withdrawals. Limited
partners of the Partnerships may be subject to compulsory withdrawals in the event the General
Partner reasonably believes that such limited partner subscribed for a Partnership interest on the
basis of a misrepresentation, or such limited partner’s investment would put the General Partner,
the Partnership, OAM or other limited partners at a material tax, legal, regulatory or pecuniary
disadvantage. In such event, such limited partner would receive the value of its Partnership
interest, which will be determined by the General Partner in its sole discretion. The General
Partner may cause the Partnerships to pay such amounts in cash or in kind.

The management fee and carried interest paid by Clients other than the Partnerships are negotiable
and not subject to any standard fee schedule.

Either OAM or the Client (other than any Partnership) may terminate its respective investment
management agreement per the terms negotiated therein. Notice of termination must be given to the
other party in writing. Upon termination, the fees charged for investment management services will
be pro-rated, and a refund for any unearned fees will be issued. Each Client (other than any
Partnership) is responsible to pay for services rendered until the termination of its respective
investment management agreement.

Performance Based Fees and Side-by-Side Management
Each Client pays a carried interest of up to 20%. The carried interest may create an incentive for
OAM to make more speculative investments and make different decisions regarding the timing
and manner of the realization of such investments, than would be made if such carried interest
were not allocated to OAM or its affiliates.

Types of Clients
OAM provides investment management services to the Partnerships and institutional clients
through separately managed accounts and other investment vehicles.

Each Partnership operates as a pooled investment vehicle intended to provide management
expertise and other advantages to its investors. The minimum capital commitment for a limited
partner of each Partnership is $1 million; however OAM and/or the General Partner maintains
discretion to accept less than the minimum investment threshold. In addition, each Partnership
may enter into separate agreements, commonly referred to as “side letters”, with certain investors,
to waive certain terms, or allow such investors to invest on different terms than those specifically
described in the offering documents. Under certain circumstances, these agreements could create
preferences or priorities for such investors with respect to other limited partners.

Investors will be required to make certain representations when investing in a Partnership,
including but not limited to 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 that (iii) they have the ability to bear the economic risk of an
investment in the Partnership. Each investor will be furnished with a copy of the applicable
Agreement of Limited Partnership.

Methods of Analysis, Investment Strategies and Risk of Loss
OAM’s strategy includes the direct origination of corporate debt with predominantly privately
held agricultural commodity producers, processors, distributors and marketers/traders in the
Americas, and the investment in and acquisition of corporate debt, equities or convertible debt of
such companies across the capital spectrum and in secondary market transactions when deemed
appropriate. Investment decisions will be based on maximizing returns after assessing credit risk
and loss given default profiles.

OAM will primarily target agriculture, industrial and energy sector companies that generally will
be comprised of the sub-sectors outlined below:

   Soft Commodities              Agro-                  Edible Oils                Biofuels
                            industrial/Grains

         Sugar                  Soybeans                    Palm             Ethanol (sugar/corn)
        Coffee                    Corn                    Soybean                Bio-diesel
        Cocoa                     Wheat                    Canola                 Biomass
        Cotton                    Oats                    Rapeseed
        Rubber                    Rice
      Fruit Juices             Other Grains
      Pulp/Paper
       Tobacco

         Other                  Livestock               Industrials                Energy

      Aquaculture                 Poultry                    Iron                 Crude Oil
        Fruits                     Hogs                   Iron-Ore                Petroleum
                                                                                  Distillates
      Vegetables                  Cattle                   Metals                   LNG
       Logistics
     Opportunities                                       Steel Slabs                Coal
    Transportations
      Equipment                                            Billet
     Animal Based
        Proteins                                          Metcoke
       Fertilizers
         Seeds
     Agri Logistics
   Agri Infrastructure
   Other Agricultural
         Inputs

Investments will be selected on the basis of past performance, Caldwell Mead Welles’( the
“Managing Principal”) direct knowledge of a company’s managerial traits/skills, and company
performance during strong and weak markets, its value proposition to the market, human capital
assessment, logistics and other competitive advantages. Specifically, OAM’s investment criteria
will include the following assessments:

    ●​ Strength of management, management culture and its receptivity to change;
    ●​ Assessment of market position and competitive advantage;
    ●​ Sustainability of cash flow;
    ●​ Assessment of current and future cash flows to assess whether or not the firm is fully
       valued;
    ●​ Assessing quartiles of cost structure via a peer class review;
    ●​ Scalability of present or future strategies;

   ●​ Strategy or product extensions; and
   ●​    Appropriate investment structure to ensure capital preservation while participating
        in appreciation and upside to maximize value for investors.

OAM intends to structure collateral and repayment sources with a view toward reducing risks
while preserving capital. Through the taking of collateral and/or tightly structuring debt, a credit
arbitrage is expected to be created whereby high yields are produced, yet underlying risks are
reduced.

OAM’s investment strategy involves a number of risks. An investment with OAM may be
deemed a speculative investment and is not intended as a complete investment program. It is
designed for sophisticated investors who fully understand and are capable of bearing the risk of
an investment with OAM. No guarantee or representation is made that OAM will achieve its
investment objective or that Clients will receive a return of their capital.

All investing involves a risk of loss and the investment strategy offered by OAM could lose
money over short or even long periods. The description contained below is a brief overview of
different market risks related to OAM’s investment strategy.

General Business and Management Risk - Investments in portfolio companies subject the
Clients to the general risks associated with the underlying businesses, including market
conditions, changes in regulatory requirements, reliance on management at the company level,
interest rate and currency fluctuations, general economic downturns, domestic and foreign
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