Origin Credit Advisers LLC

Fees and Compensation

The compensation payable by a client to the OCA Parties may not be on terms that would result from arm’s -length
negotiations between unaffiliated parties, and the management fee is payable to us regardless of the quality of the
investments acquired, the services provided to a client or whether a client makes distributions to its investors. The
management fee, which is payable without regard to a client’s performance, could motivate us to gather more assets
than it can manage effectively, thereby diluting returns to investors. In addition, we are entitled to receive
performance-based compensation with respect to a client. Performance-based compensation could motivate the
OCA Parties to make investment decisions that are riskier or more speculative than would be the case if such
arrangements were not in effect.

Furthermore, with respect to private fund clients, we may determine all matters concerning valuation of such client’s
investments. This creates a conflict of interest because certain of the OCA Parties’ fees and compensations will be
based on such valuation. Accordingly, OCA is incentivized to increase the value of a private fund client’s holdings in
order to increase our compensation.

Related Party and Principal Transactions

The OCA Parties do not anticipate entering into related party or principal transactions but if they occur, the OCA
Parties will comply with applicable law.

Structuring

Investors may have conflicting investment, tax and other interests with respect to their investments in a client,
including conflicts relating to the structuring of investment acquisitions and dispositions. Conflicts may arise in
connection with decisions made by us regarding an investment that may be more beneficial to one investor than
another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, we generally
will consider the investment and tax objectives of a client and its investors as a whole, not the investment, tax or
other objectives of any investor individually.

Legal Representation

Legal counsel to the OCA Parties also represents OCA’s clients from time to time in a variety of matters. It is not
anticipated that, in connection with the organization or ongoing operation of such fund, the fund will engage
separate counsel. Legal counsel is not responsible for any acts or omissions of any OCA client, OCA (including their
compliance with any guidelines, policies, restrictions or applicable law or the selection, suitability or advisability of
their investment activities) or any administrator, accountant, custodian or other service provider to a client or OCA.

Side-by-Side Management

An OCA client and its investors are subject to significant potential and actual conflicts of interest with respect to
side-by-side management with other clients (including other funds) managed by the OCA Parties. Side-by-side
management is the simultaneous management of multiple accounts that follow the same or similar investment
strategies.

The OCA Parties advise, and may advise in the future, other investment vehicles, separately managed accounts or
other clients that may invest in similar or different investments. The investment professionals of the OCA Parties
make the investment decisions for all client accounts. In addition, the investment professionals may be personally
invested in certain client accounts and entitled to different fees from clients. Accordingly, the investment
professionals are incentivized to favor one client over another to the extent an investment professional is personally
invested in a client.

In managing multiple accounts, the OCA Parties may determine that an investment opportunity is appropriate for a
particular client, but not for another client. To the extent that certain clients invest in a limited investment
opportunity such as where an investment has limited capacity or is closing to new or additional investment, the
ability of other current or future clients to invest in that same investment opportunity may be adversely affected.
In allocating such limited investment opportunities, not all clients may end up participating in an opportunity.

Situations may arise in which accounts managed by the OCA Parties have made investments that would have been
suitable for investment by one client but, for various reasons, were not pursued by, or available to, another client.
This could arise with respect to an investment that, for example, places stringent restrictions on the number of
investors whose money it will manage or their aggregate assets under management. As a result, certain investments
to which the OCA Parties would like to allocate assets may limit, or be unable or unwilling to accept, an allocation of
such client’s assets. To the extent that entities affiliated with the OCA Parties invest in investments, the ability of a
client to invest in the same investment may be adversely affected by any limitation on availability of the investment.
In addition, the OCA Parties may have to allocate limited investment opportunities in investments among clients, to
the possible detriment of another client.

There may be instances when allocating investments among clients where some clients may participate in certain
opportunities made available to the OCA Parties while other clients may not. Where accounts have competing
interests in a limited investment opportunity, the OCA Parties do not typically allocate investment opportunities pro
rata among clients but rather allocates investment opportunities on the basis of numerous other considerations,
including, without limitation, an account’s cash flows, investment objectives and restrictions, participation in other
opportunities, appropriate design and balancing of investment portfolios of such account, compliance with

applicable laws, and tax concerns as well as the relative size of different accounts’ same or comparable portfolio
holdings.
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ITEM 7. TYPES OF CLIENTS

We provide discretionary investment advisory services to ORECF, a fund registered under the Investment Company
Act, and to SCF Parallel, a pooled investment vehicle exempt from registration as investment companies pursuant
to Section 3(c)(7) of the Investment Company Act. The SMA’s investors are accredited investors, qualified clients,
and/or qualified purchasers .