Raith Capital Partners LLC

ITEM 5: FEES AND COMPENSATION
A. COMPENSATION: GENERAL
   Raith is compensated through (i) management fees, (ii) performance-based compensation (where
   applicable), and (iii) in certain cases, other fees as described in the applicable Governing Documents.
   The specific terms applicable to any Client are governed exclusively by the relevant Governing
   Documents.
    EQUITY FUNDS.
    As compensation for services rendered to the Funds, Raith or its General Partner Affiliate receives from
    each such Fund, a management fee (a “Management Fee”) is calculated as described below.
    Management Fees paid by a Fund are indirectly borne by investors in such Fund. Investors participating
    in a closing after a Fund’s initial closing date bear the Management Fee from the initial closing date,
    generally in addition to an interest component payable to Raith or an affiliate. As a general matter,
    Management Fees will be payable during term extensions unless otherwise agreed with investors.

    For the Equity Funds, Raith typically is entitled to receive an annual Management Fee, payable
    quarterly in advance, up to 1.5% of capital commitments during the Investment Period; up to 1.5% of
    Actively Invested Capital after the end of the Investment Period (as such capitalized terms are defined
    in the respective Fund Documents). Raith deducts Management Fees directly from the Funds.

    To the extent specified in an Equity Fund’s Governing Documents, Raith or a General Partner Affiliate
    will be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”). An
    Equity Fund’s Governing Documents generally state that Supplemental Fees received by Raith will be
    credited against Management Fees otherwise owed to Raith in a specified percentage as set forth in the
    relevant Equity Fund’s Governing Documents. The remaining amount of such Supplemental Fees will
    be retained by Raith. To the extent that such an offset credit would reduce the Management Fee for the
    relevant period below zero, the credit will be carried forward for future application against payable
    Management Fees; if a credit remains on an Equity Fund’s final distribution of assets, Raith is expected
    to retain the benefit, except where the Governing Documents require payment to be made to limited
    partners that have not elected to waive such amount (e.g., where an adverse tax consequence potentially
    will result).

    In general, Raith is also entitled to a distribution of carried interest (the “Carried Interest
    Distribution”), based on realized profits above various return hurdle rates. Carried Interest
    Distributions, if applicable, are deducted directly from the Funds’ assets as investments realize profits
    and not on a pre-determined schedule, further described in Item 6.

    Investors in a Fund-related co-investment structure may be subject to management fees and carried
    interest on terms that are different from Fund investors.

    RAITH CREDIT FUND.
    As compensation for services rendered to the Credit Fund, Raith or its General Partner Affiliate
    typically receive from such Fund a Management Fee payable quarterly, in arrears, at a rate per year of
    up to 1.25% of each limited partner’s share of the Credit Fund’s net asset value of the Credit Fund as
    of the last business day of the calendar quarter.

    Raith may also be entitled to a Carried Interest Distribution based on total return above return hurdle
    rates, further described in Item 6.

    MANAGED ACCOUNTS.
    Raith charges its Managed Accounts an annual base management fee (the “Base Management Fee”),
    which can range from 0.15% to 1.35% of assets under management for that Client. An investor in a
    non-discretionary Managed Account may pay a Management Fee only on invested capital or a
    percentage of net cash flow. The fee structure varies by Client, and we negotiate lesser or different fee
    schedules for Clients based on a variety of factors, including the size of the Client’s (or underlying
    investor’s) account or commitment, whether an investor has commitments to multiple Raith accounts,
    and the nature of the proposed services and investments.

    On certain Managed Accounts, Raith receives performance or incentive fees paid on realized profits
    from investments that exceed a hurdle, further described in Item 6.

B. PAYMENT OF FEES
   Subject to the specific terms of the Governing Documents, Raith typically deducts its fees directly from
   the Clients’ assets, then bills its Management Fees quarterly in advance. The Credit Fund and investors
   in non-discretionary Managed Accounts pay fees in arrears.

C. ADDITIONAL FEES AND EXPENSES
   In addition to the Management Fees and Carried Interest Distribution payable to Raith and/or its
   General Partner Affiliates, each Fund bears certain expenses. As further detailed in the Fund
   Documents, a Fund bears all fees, costs, expenses, liabilities and obligations relating to the relevant
   Fund’s (and its subsidiaries’ and intermediate entities’) activities, investments and business to the extent
   not applied to reduce Management Fees, including: (i) activities with respect to the origination,
   identification and sourcing of investment opportunities, including attending and sponsoring industry
   conferences and events, meeting with consultants, finders, broker-dealers, investment banks and other
   sources of investments, and developing and maintaining an investment pipeline; (ii) activities with
   respect to pursuing, developing (including costs of tenant and capital improvements) structuring
   (including tax), organizing, negotiating, consummating, financing, refinancing, diligencing (including
   any subscriptions to any periodicals, databases and/or research services), acquiring, bidding on,
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ITEM 7: TYPES OF CLIENTS
Raith provides investment management services to the Funds and Managed Accounts whose investors
include insurance companies, state or municipal government entities, pension and profit-sharing plans,
private funds, nonprofit organizations, institutional investors, and high net worth individuals.

Interests in a Fund are offered only to persons that are (i) “accredited investors,” as defined in Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) either “qualified purchasers”
or “knowledgeable employees,” each as defined in the Investment Company Act of 1940, as amended (the
“1940 Act”), and the rules thereunder.

The minimum commitment for an investor in a Fund is typically $5 million and the minimum commitment
to a Managed Account is generally $10 million. Depending on the circumstances (including fund size,
investment strategy, and level of required portfolio servicing), Raith reserves the right to waive minimum
investment requirements that might otherwise apply to a particular Fund or Managed Account.