OnyxPoint Global Management LP

FEES AND COMPENSATION

        In general, OnyxPoint receives a management fee from each of the Investment Vehicles
that it manages as compensation for the investment advisory services rendered to the applicable
Investment Vehicle. OnyxPoint also typically receives performance-based compensation which
may include profits interests, incentive fees or carried interest to the extent provided by the
applicable Governing Documents for such Fund or Managed Account.

        The precise amount, the manner of calculation and the manner and timing of payment of
any such management fee, carried interest, or performance-based compensation for each such
Investment Vehicle are established by OnyxPoint, as modified by negotiations with investors in
the applicable Investment Vehicle, and are set forth in such Investment Vehicle’s Governing
Documents provided to each investor prior to investment in such Investment Vehicle. Fees charged
to each Investment Vehicle vary depending on the specific vehicle and strategy. The Hedge Funds
and Managed Accounts typically pay a management fee based on a percentage of net asset value
at fixed annual rates with certain exceptions for side-pocket investments of the Hedge Funds,
where the management fee is based on the cost of such investments. The Private Equity Funds
typically pay a management fee based on the amount of commitments or the amount of investment
contributions at fixed annual rates. The management fee for private market investments generally
will not be reduced based on reductions in investment value, except where specified by the relevant
Governing Documents. As a general matter, management fees during a Fund’s term extension will
be payable unless otherwise agreed with investors.

       OnyxPoint may receive additional compensation in connection with management and other
services performed for portfolio companies of the Investment Vehicles, and such additional
compensation in certain cases may offset in whole or in part the management fees otherwise
payable to OnyxPoint in accordance with the relevant Governing Documents. Investors in an
Investment Vehicle also bear certain expenses, as set forth in the Governing Documents of such
Investment Vehicle.

        OnyxPoint may receive compensation of the type referred to in the preceding paragraph on
behalf of or with respect to co-investors in an investment, as well as other fees or profit interests
relating to the structuring and administration of co-investment arrangements. The receipt of such
compensation will not reduce any management fee payable by any Fund(s) (and, to the extent
applicable, any Managed Account(s)) that have also invested in such investment, and as a result a
Fund (or Managed Account) will, in most cases, only benefit with respect to its allocable portion
of any such compensation and not the portion of any compensation that relates to such co-investors
(which could include co-investment vehicles managed by OnyxPoint, third parties, portfolio
company management or employees and/or others), which may be significant. Unless otherwise
agreed with investors, such additional compensation generally will be payable without further
offset during term extensions, even if management fees are reduced or eliminated during the
extended term. In certain circumstances, OnyxPoint expects that co-investors or other parties, from
time to time, will negotiate the right to share a portion of such fees from a particular investment,
and the above-described offset will be applied after excluding any amounts paid to such persons.
Additionally, as further described below under “Consultants” and in the applicable Governing
Documents of each Fund, it is OnyxPoint’s practice to use or retain certain Consultants (as defined
below) to provide consulting services to a Fund or its portfolio companies, including, without

limitation, strategic and operational advice. Such Consultants generally would receive
compensation, which may include, but is not limited to, fees in connection with transactions and
other items detailed herein from the relevant portfolio companies or Funds to which they provide
services, and any such compensation would not result in additional offsets to any management fee.
For the avoidance of doubt, OnyxPoint also will not offset compensation received from outside
sources, such as residual employee board seats at entities that are no longer Fund portfolio
companies.

       Clients of OnyxPoint are all “qualified purchasers” as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), and, as such,
information regarding the fees and compensation payable by such clients is not required to be
provided herein.

Other Information

         In certain circumstances, the management fees payable to OnyxPoint by individual
investors in the Investment Vehicles can vary among such investors (e.g., based on size of
commitment, aggregate commitments to OnyxPoint Investment Vehicles, class of interests, timing
of admission or other strategic or relationship factors). Moreover, employees and certain business
associates and “friends and family” of OnyxPoint or its personnel typically may be exempt from,
or may pay discounted management fees, performance-based fees or carried interest with respect
to their direct or indirect investments in Investment Vehicles.

        The respective General Partner reserves the right to make any such exemption from fees
and/or performance-based fees or carried interest by a direct exemption, a rebate by OnyxPoint
and/or its affiliates, or through other Funds which co-invest with a Fund. For example, in instances
where an OnyxPoint professional (or an affiliated entity thereof) invests in a Fund, such
professional (or such affiliated entity) generally will be exempt from payment of the management
fee and performance-based fees or carried interest with respect to such Fund. Additionally, to the
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TYPES OF CLIENTS

       OnyxPoint provides investment advice solely to its Investment Vehicle clients, and
references throughout this Brochure to “clients” and to OnyxPoint’s related duties to and practices
on behalf of its clients and/or investors should be construed accordingly. The Funds generally
include investment partnerships or other investment entities formed under domestic or foreign laws
and operated pursuant to an exemption from regulation under the Investment Company Act of
1940, as amended. The investors participating in the Investment Vehicles may include individuals,

banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities and from time to time include, directly or indirectly,
principals or other employees of OnyxPoint and its affiliates and members of their families, and
Consultants or other service providers retained by OnyxPoint, as well as executives of portfolio
companies.

       Each Fund will generally have a minimum investment amount of $10 million for third-
party investors in the Funds, and Fund interests will be offered and sold solely to qualified
purchasers or qualified knowledgeable OnyxPoint personnel. Each Managed Account will
generally have a minimum investment amount of $20 million for third-party investors. OnyxPoint
generally is permitted to waive such minimum investment amounts in its sole discretion.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

Investment Strategies

        OnyxPoint is a privately held alternative asset management firm with a primary focus on
investing in businesses operating in the real assets sector with a primary focus on commodities and
materials-driven businesses. OnyxPoint employs a flexible strategy of investing in the securities,
assets or other instruments of commodities-related businesses across public and private markets.
OnyxPoint’s investment model seeks to capitalize on industry transition, uncertainty, idiosyncratic
complexity and periods of elevated volatility or economic dislocation.

         OnyxPoint may invest across the entire value chain, balance sheet and liquidity spectrum
of real assets businesses with a particular focus on North America. Within the commodities sector,
OnyxPoint seeks to invest across a mosaic of sub-sectors that may include, but are not limited to,
power, data center and AI infrastructure, upstream oil and gas, midstream, infrastructure, refined
products, oilfield equipment, engineering, construction, chemicals, metals, mining, power
generation, renewables, alternative energy, shipping and transportation or sub-sectors that are
derivatives thereon including, without limitation, industrials, materials, shipbuilding and other
industries that OnyxPoint considers to be derivatives of the commodities sector. Given the
inherent cyclicality and interconnectedness of each of these subsectors, OnyxPoint believes its
ability to cross-pollinate market insights, along with its flexible strategy of investing across the
entire capital structure, distinguishes its investment model and drives attractive risk-adjusted
returns for the Firm’s clients and partners.

         OnyxPoint may make long and short investments in a wide range of tradable instruments
including without limitation, equities, equity-linked, credit, commodities, currency instruments or
derivatives thereon including bankruptcy claims. OnyxPoint believes that having multiple avenues
through which to enter an investment in more than one asset class in public and private markets
facilitates access to a broader universe of investment opportunities that allows it to better manage
risk while generating outsized returns.

General Investment Risks

        Each Investment Vehicle and its investors bear the risk of loss that OnyxPoint’s investment
strategies entail. The risks involved with OnyxPoint’s investment strategies and with investment
in an Investment Vehicle include, but are not limited to:

        Loss of Principal; No Operating History; Reliance on the General Partner and OnyxPoint.
The Investment Vehicles consists of one or more newly organized entities that have no prior
operating history or track record. Accordingly, such Investment Vehicles do not have performance
history for a prospective investor to consider. An investor should only invest in the Investment
Vehicles as part of an overall investment strategy, and only if the investor is able to withstand a
total loss of its investment in such Investment Vehicles. OnyxPoint will have responsibility for
the Investment Vehicles’ activities and investors will not be able to make investments or any other
decisions concerning the management of such Investment Vehicles. There can be no assurance
that OnyxPoint will be able to consummate and exit any investment in a manner that will satisfy
such Investment Vehicles’ objectives or realize upon their values. While OnyxPoint intends for
the investments to have estimated returns commensurate with the expected risks undertaken, there
can be no assurances that any targeted rate of return will be achieved. As with any investment, a
complete loss of all invested capital in such Investment Vehicles is possible. Past investment
results of OnyxPoint (or investments otherwise made by the investment professionals of
OnyxPoint) are not necessarily indicative of their future performance.

        Business Risks. An Investment Vehicle will invest in a number of assets, securities,
bankruptcy claims, litigation claims, obligations and other financial instruments that entail
substantial inherent risks, including risks arising from the volatility of the global equity, currency
and fixed income markets; sovereign, political and macroeconomic risks; the risks of leverage; the
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