Ospraie Management LLC

Fees and Compensation
Management fees may vary with each client and are explained more fully in each client’s Governing
Documents or IMA. Ospraie Management is generally paid a management fee on either a monthly or
quarterly basis according to the terms of the relevant agreement with each client. The management fee may
be up to 2.0% (annualized) of (i) the net asset value of the shares or interests of each Fund held by investors
and certain Managed Accounts, and (ii) the notional value of certain other Managed Accounts.

Ospraie Management and/or the General Partners generally receive annual or quarterly performance-based
compensation of up to 20% of the realized and unrealized net profits of a Fund or Managed Account as
defined and calculated in the applicable Governing Documents or IMA. Certain clients will not bear
performance-based compensation on annual (or quarterly) net profits until any respective aggregate net
losses from any prior period (or in some instances, legacy investment vehicles) are recovered. OAS has
established a profit sharing plan in which affiliates of Ospraie Management will participate based on a
percentage of appreciation in the net asset value of OAS over the applicable measurement period subject to
an annual hurdle rate. In respect of ORA and Managed Accounts that trade securities, Ospraie or one of its
affiliates will participate based on a percentage of appreciation in the net asset value of ORA or such
Managed Account over the applicable measurement period.

Ospraie Management and/or a General Partner will only receive performance-based compensation if the
receipt of such compensation is in compliance with Rule 205-3 under the Investment Advisers Act of 1940,
as amended (the “Advisers Act”).

Management fees are prorated for partial periods. Performance-based compensation is charged at fiscal
year-end (or quarterly, as the case may be) but may be charged during a fiscal year (or quarter) upon the
termination of a Managed Account or upon an investor’s redemption from a Fund. Ospraie Management
and a General Partner may waive, modify or calculate differently the management fee and any performance-
based compensation paid with respect to any client or investor in a Fund on a case-by-case basis.

Unless otherwise agreed upon with a client, management fees and performance-based compensation are
generally debited directly from Fund accounts and are generally billed to the Managed Accounts.

The IMA and account documentation relating to each Managed Account will specify the fees payable to
Ospraie Management. Such fees include management fees and performance-based compensation.

No Ospraie Management employee is compensated for the sale of securities or other investment products.
Ospraie may share a portion of fees with certain placement, sales or referral agents.

OAS Transaction Fees
Certain affiliates or personnel of Ospraie Management may receive transaction, consulting, advisory,
directors’ (including in the form of options or warrants), break-up and other similar fees (collectively,
“Transaction Fees”) associated with investments or proposed investments or commitments made by OAS.
To the extent that such Transaction Fees are provided to individuals affiliated with Ospraie Management,
they will typically not be shared with OAS.
Management Offset Fees
From time to time, Ospraie Management and certain affiliates receive transaction fees, commitment fees,
success fees, syndication fees, financial consulting fees, monitoring fees, advisory fees, break-up fees and
similar fees from transactions or proposed transactions with certain portfolio companies in which ORA is
invested. In these cases, it is generally Ospraie Management’s policy to allocate the fees to offset the

Management Fee payable to Ospraie Management by ORA. Also, from time to time, employees or partners
of Ospraie Management serve as directors with respect to portfolio companies in which ORA invests, and
compensation is paid to Ospraie Management, its affiliates, or its employees or partners for the provision
of the director’s services. In these instances, it is generally Ospraie Management’s policy to allocate
compensation received for serving as a director to offset the Management Fee of ORA.

Expenses
As more fully described in each Fund’s respective Governing Documents and the IMA establishing each
Managed Account, the Funds and the Managed Accounts will generally bear expenses in connection with
their trading and investment activities, which may include, without limitation, brokerage costs (which vary
depending on a number of factors, including the broker utilized for the transaction and any research-related
services provided by such broker, the particular security or other instrument traded, and the volume and
size of the transaction) (See Item 12 – Brokerage Practices), execution, give-up, exchange, clearing,
clearinghouse, principal, and regulatory commissions and fees, delivery, custody, storage, warehousing,
and escrow expenses, research fees and expenses (including research subscriptions, expenses related to
Bloomberg subscriptions, newsletters, and research fees and expenses paid to advisors or consultants
established by former employees of the Manager), fees paid to third-party consultants (including third-party
risk management consultants), finder’s fees paid for the introduction of transactions, insurance costs
(including directors’ and officers’ insurance, errors and omissions insurance and other similar policies),
directors’ fees, professional fees, entity-level taxes, shipping surcharges, customs levies, offloading charges,
handling fees, grading fees, assay charges, interest and borrowing charges on margin accounts, borrowed
money, investments, and other indebtedness, bank, broker, and dealer service fees, and related expenses
and costs. Expenses that are common to multiple clients of Ospraie Management are typically borne by
...

Item 7 – Types of Clients

Ospraie Management primarily provides investment advice to the Funds and the Managed Accounts, as
described above. It may provide investment advisory services to additional clients in the future. Ospraie
Management is under no obligation to accept any client and may decline acceptance of a client in its sole
discretion.

Interests in the Funds are offered on a private placement basis, and where applicable, in reliance on Section
3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), or on another applicable
exclusion from the definition of an “investment company” under the Company Act, to persons who
generally are “accredited investors” as defined under the Securities Act of 1933, as amended (the “Securities
Act”), and “qualified purchasers” as defined under the Company Act, and who are subject to certain other
conditions, which are fully set forth in the offering documents of such Funds.

At this time, it is not anticipated that Ospraie Management will provide advice to advisory clients that are
“retail investors” as defined by Rule 204-5(d)(2) under the Investment Advisers Act of 1940, as amended

(“Advisers Act”). Investors in Funds are not Clients of Ospraie Management by virtue of their investment
in a Fund. Each Fund’s Governing Documents impose a minimum contribution for investment, which varies
from Fund to Fund, and is subject to Ospraie Management’s sole discretion to accept contributions in lesser
amounts. Ospraie Management may waive the minimum investment or contribution amount with respect
to any Client in its sole discretion.

In order to invest in a Fund that is subject to a performance fee, an investor must be a “qualified client” as
defined by Section 205 of the Advisers Act, and Rule 205-3 thereunder.