Phoenix Investment Adviser LLC

ITEM 5 FEES AND COMPENSATION

Compensation received by Phoenix (or its affiliates) generally consists of fees based on a percentage of
assets under management (“Management Fees”) and performance-based compensation, such as
performance fees or allocations to which investors in the Funds (and separately managed account Clients)
may be subject (“Performance Fees”).

Private Funds

Management Fees and Performance Fees relating to the Funds are set forth in each applicable Fund’s
offering memorandum. Management Fees typically range between .50% and 1.5% of net assets per
annum. Management Fees are generally payable quarterly in advance and are adjusted pro rata for any
subscriptions, transfers, redemptions or withdrawals during a calendar quarter.

Performance Fees received by Phoenix and/or its affiliates range generally between 10% and 20% of net
profits (including realized and unrealized gains), after deducting Management Fees and after making up
for any losses carried forward from prior periods and, in certain instances, subject to a “hurdle rate”. The
timing of allocations/distributions related to Performance Fees varies depending on the Fund and, within a
particular Fund, on the terms of each class of interest or shares of such Fund, as set forth in the relevant
Fund’s Governing Documents, however, Performance Fees are generally deducted, or allocated away,
from the assets of investors in the Funds, on an annual basis or at the time an investor withdraws from the
Fund or upon dissolution of the Fund.

Phoenix reserves the right to waive, reduce, rebate, or calculate differently the Management Fee and/or
Performance Fee with respect to any investor in a Fund, including, without limitation, the current or
former Phoenix principals and employees and their family members and any other entity organized or
formed by any of the foregoing for tax, estate planning or charitable purposes.

Separately Management Accounts

Phoenix does not maintain a standard fee schedule for separately managed accounts, thus Management
Fees and Performance Fees for separately managed accounts are negotiated on an individual basis. Other
terms applicable to separately managed accounts, including but not limited investment restrictions and
other investment guidelines, are subject to negotiation and vary from each other and from those applicable
to the Funds.

Expenses

Each Fund generally pays expenses incurred by it and reimburses Phoenix or its affiliates for certain
indirect expenses incurred on its behalf. Such expenses include, without limitation, the Management Fee
for the applicable Fund, the fees and expenses paid to a Fund’s administrator, accounting, tax, auditing,
legal and compliance, consulting, insurance and other professional fees and expenses, custodial, clearing
and transfer agency fees and expenses, printing and mailing expenses, other promotional expenses,
organizational expenses, the cost of maintaining a Fund’s existence, the costs and expenses of products
and services relating to research concerning a Fund’s investments or potential investments, and the pro
rata portion of the same fees relating to the master fund in each master-feeder fund complex, if applicable,
and underlying transaction costs, including but not limited to commissions, “mark-ups” and “mark-
downs” on trades, odd-lot differentials, transfer taxes, handling charges, exchange fees (including foreign
currency exchange fees), interest to cover short positions, wire transfer fees, electronic fund fees, and
other fees and taxes on brokerage accounts and securities transactions. For a description of the fees and
expenses borne by each Fund, please see the applicable Fund’s Governing Documents.

Separately managed account Clients will incur operating and transactions fees, and costs and expenses
associated with maintaining their accounts imposed by custodians, brokers, prime brokers and other third
parties. Examples of these charges include but are not limited to custodial fees, commissions, “mark-ups”
and “mark-downs” on trades, odd-lot differentials, transfer taxes, handling charges, exchange fees
(including foreign currency exchange fees), interest to cover short positions, wire transfer fees, electronic
fund fees, and other fees and taxes on brokerage accounts and securities transactions. These fees and
expenses are separate and in addition to the advisory fees charged by Phoenix for managing Client
accounts.

Phoenix bears its own operating, general, administrative and overhead costs and expenses.

Neither Phoenix nor any of its supervised persons accepts compensation for the sale of securities or other
investment products.

ITEM 7 TYPES OF CLIENTS

As noted in Item 4 above, Phoenix provides investment management services on a discretionary and non-
discretionary basis to domestic and offshore private investment funds (each, a “Fund” and collectively
with the Mercer Fund and the IDF, the “Funds”) and to separately managed accounts. Investors in the
Funds and separately managed account Clients may be individuals or institutions or other entities
(including pension and profit sharing plans, trusts, estates, charitable organizations, corporations,
partnerships, funds of funds, sovereign wealth funds and other business entities). Further, Phoenix
currently provides investment advisory services to the Mercer QIF Fund PLC, a multi-sub-fund umbrella
fund incorporated as a variable capital limited liability investment company in Ireland and authorized by
the Central Bank of Ireland, in its capacity as a sub-investment manager (the “Mercer Fund”). Phoenix
also currently provides investment advisory services to the JLP Credit Opportunity IDF, which is a series
of the SALI Multi-Series Fund, L.P., a Delaware series limited partnership (the “IDF”). Phoenix also acts
as a sub-advisor to the capital of its affiliated entities, certain of its employees and potentially independent
investors through participation in one or more “stop loss” investment vehicles. Under such arrangements,
Phoenix (through its affiliated entities), certain of its employees and potentially independent investors
contribute capital to a separate account within such investment vehicles and Phoenix manages such
capital through sub-advisory arrangements. The primary intent of such vehicles is to enable Phoenix (and
its affiliated entities) and certain of its employees to manage proprietary capital on a leveraged basis.

Investors in the Funds and separately managed account Clients may include pension plans, foundations,
funds of funds, charitable organizations, trusts, estates, corporations, sovereign wealth funds, other
institutional investors, and high net worth individuals. The minimum initial subscription amount for
investing in the Funds (as set forth in their respective Governing Documents) is $1,000,000 for all
Phoenix-sponsored Funds, generally subject to change or waiver at the discretion of Phoenix, or a Fund’s
general partner or board of directors, as applicable. Separately managed account relationships are subject
to significantly higher account minimums that are negotiated on a case by case basis.