S3 Capital Advisors LLC

Item 5 Fees and Compensation

       The specific manner in which the Firm charges fees is described in each Client’s Governing
       Documents. The fees payable to the Firm can vary from Client to Client and could be different
       from the fees and compensation payable in respect of any prior or successor Client. Fees payable
       by Clients are subject to negotiation. All investors should review the Governing Documents of the
       relevant Client in conjunction with this Brochure for complete information on the fees and
       compensation payable with respect to that particular Client.

       Management Fees

       In exchange for the investment advisory services provided to certain Funds and SMAs, the Firm
       and/or the General Partner receives a management fee, payable on a quarterly basis (the
       “Management Fee”). The details of how the Management Fee is calculated are found in each
       Client’s Governing Documents. The Firm or a General Partner, in their sole and absolute
       discretion, is entitled to waive, reduce, or delay payment of Management Fees related to any
       fiscal quarter. In certain circumstances the Management Fee will be offset by other revenues
       received by S3 or its affiliates according to the terms of each Clients’ Governing Documents.

       Origination Fees

       As described in more detail in certain Clients’ Governing Documents, the Firm receives placement,
       origination, exit, topping, transaction, commitment, construction monitoring fees for
       construction loans, closing or amendment fees (up to a certain amount of the total loan amount)
       paid by the borrower in connection with Loans. For other Clients, these fees are paid to the Client
       (other than portions of origination and/or exit fees payable to any employee of an affiliate of the
       Firm for the performance of services in connection with the origination of an investment).

Fees and Cost Reimbursements from Borrowers

In accordance with the Clients’ Governing Documents, the Firm or its affiliates are entitled to
receive directly or indirectly from borrowers, fees for legal services and other similar loan-related
fees and cost reimbursements with respect to investments. These fees and cost reimbursements
with respect to an investment (a) generally initially are paid by a borrower to a subsidiary of a
Fund, which shall in turn pay the amount of such fee or reimbursement to S3 or its affiliate and
(b) shall not offset the Management Fee.

Backstop Guarantee Fees

In the event a Fund or another Subsidiary Company enters into guaranty agreements for a Fund,
(each, a “Backstop Guarantee”), the applicable “Backstop Guarantor” (as defined in a Fund’s
Governing Documents) shall be entitled to an annual fee (each, a “Backstop Guarantee Fee”),
payable by the applicable Subsidiary Company.

Other Fees

S3 and its affiliates charge carried interest or an incentive fee (“Incentive Fees”) discussed herein
and further described in “Item 6”, Performance-Based Fees and Side-By-Side Management,”
below. In addition to Incentive Fees, S3 or its affiliates may receive servicing, monitoring, or
administration fees in connection with Loans (subject to the limitations outlined in each Client’s
Governing Documents). These fees compensate S3 or its affiliates for related servicing functions.
All fees are negotiated and documented within the Governing Documents.

Expenses

Except as otherwise set forth in the Governing Documents of each Client, the General Partners or
the Firm are responsible for all of their ordinary overhead, administrative expenses attributable
to their activities, including all routine, recurring non-partnership expenses incident to their
activities, compensation and expenses of the employees of S3, and fees and expenses for office
space, facilities and utilities (but excluding, for the avoidance of doubt, any Organizational
Expenses (as defined below)). As permitted by the Governing Documents, the Clients are
responsible for all of their respective costs and expenses of operating the Clients (collectively,
“Client Expenses”), including, without limitation, (i) all Organizational Expenses (as defined
below) of the Funds, the General Partner and certain of its affiliates involved with the organization
and operation of the Funds, including, without limitation, all Organizational Expenses incurred by
the General Partner and its affiliates on behalf of the Funds; (ii) all Organizational Expenses of the
Subsidiary Companies in which it holds a direct or indirect equity interest, including, without
limitation, all Organizational Expenses incurred by the General Partner and its affiliates on behalf
of such Subsidiary Companies; (iii) all Operational Expenses (as defined below) of the Funds, the
General Partner and certain of its affiliates involved with the organization and operation of the
Funds, including, without limitation, all Operational Expenses incurred by the General Partner and
its affiliates on behalf of the Funds; (iv) all Operational Expenses of the Subsidiary Companies in
which it holds a direct or indirect equity interest, including, without limitation all Operational
Expenses incurred by the General Partner and its affiliates on behalf of such Subsidiary

Companies; (v) all other costs and expenses incurred in connection with the normal operations of
the Funds and the Subsidiary Companies in accordance with and subject to the terms hereof; (vi)
all other amounts payable by the Funds to third parties, including, without limitation, obligations
in connection with the assets and obligations to Subsidiary Companies, (vii) all amounts that are
due and payable in connection with investor margin call loans and (viii) all amounts placed into
the working capital reserve.

Except as otherwise set forth in the Governing Documents of each Client, “Organizational
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Item 7 Types of Clients

       S3 provides discretionary and non-discretionary investment advisory services to the Clients that
       are exempt from registration under the Investment Company Act and SMAs. Investment advice is
       provided directly to the Clients not individually to underlying investors in the Clients. The Clients’
       investors may include, but are not limited to, high net worth individuals, family offices,
       endowments, foundations, trusts, charitable organizations, insurance companies, pension plans,
       sovereign wealth funds and other U.S. and non-U.S. entities. Details concerning applicable
       investor suitability criteria and minimum investment are set forth in the respective Client
       Governing Documents. The General Partner or S3 maintains discretion to accept less than the
       minimum investment threshold specified in such documents.

       Certain of the Clients admit only investors that are “accredited investors” within the meaning set
       forth in Regulation D under the Securities Act, and “qualified purchasers,” as defined in Section
       2(a)(51)(A) of the Investment Company Act. Each investor in a Fund and each SMA that pays
       carried interest must represent that it is a “qualified client,” pursuant to Rule 205-3 under the
       Advisers Act. Each investor is required to satisfy applicable eligibility and suitability standards,
       and S3 undertakes procedures to obtain information to form a reasonable basis to believe each
       investor in a Fund and each SMA that will pay carried interest meets these suitability
       requirements. Interests in the Funds are offered only to investors whom S3 believes satisfy the
       qualification criteria under applicable securities laws. It is anticipated that any future pooled
       investment vehicle managed by S3 will have eligibility standards similar to those of the current
       Funds. An investment in a Client should be made after careful analysis of the prospective
       investor’s overall portfolio, investment objectives, liquidity needs, risk tolerance and
       management, and diversification goals.