Setpoint Management LLC

Fees and Compensation

Asset-Based Compensation

The Adviser charges each Client account an investment management fee based on the value of the
Client account’s assets under management (the “Management Fee”), in accordance with the respective
offering memoranda, limited partnership agreements and/or other governing documents (the “Governing
Documents”) of each Client. The information provided in this brochure is not intended to be complete or
final and is qualified in its entirety by the Governing Documents.

The Adviser is paid an asset-based investment Management Fee ranging from 0.4% to 2.0% per annum
of the net assets of the respective Client account. The Adviser may, in its sole discretion, waive, defer,
reduce or rebate all or any portion of the Management Fee for the benefit of any investor.

Management Fees are charged (i) in the case of the Adviser’s separately managed account Client,
monthly on the 25th day of each month, and (ii) in the case of the Adviser’s other Clients, either (A) each
quarter in arrears based on the total amount of called capital throughout such quarter, or (B) each quarter
in arrears based on the total amount of called capital and income attributable to certain capital accounts
that have elected to retain such income throughout the prior quarter. If a new Client account is established
during a quarter or a Client makes an addition (or, if applicable, withdrawal) to its account during a
quarter, the Management Fee will be charged as of the effective date of the investment management
agreement or the date of the additional contribution (or withdrawal) based on the value of the assets as of
the applicable date and will be prorated for the number of days remaining in the quarter.

The Adviser deducts the Management Fee from Client accounts (i) on a monthly basis for its separately
managed account Client (by instructing each separately managed account Client’s custodian), and (ii) on
a quarterly basis for its other Clients.

Performance-Based Compensation

The general partners of the Clients or their affiliates are also entitled to receive carried interest or similar
profit distributions (the “Carried Interest”) from the Clients. Carried Interest is a performance-based profit
allocation based on a share of the income and gains of the assets of each Client. Carried Interest
distributions are typically 17.5% to 20.0% of distributions after investors have received a return of their
capital contributions plus a preferred return and a general partner catch-up.

Expenses

In addition to paying the Management Fee and, if applicable, performance-based compensation, Client
accounts will also be subject to other investment expenses in accordance with the Client’s Governing
Documents such as custodial charges, brokerage fees, commissions and related costs; interest
expenses; taxes, transfer and registration fees or similar expenses; regulatory and compliance fees and
expenses; annual audit fees, costs and expenses; and costs, expenses and fees (including, investment
advisory and other fees charged by investment advisers with, or funds in which the Client’s account
invests) associated with products or services that may be necessary or incidental to such investments or
accounts.

The allocation of expenses by the Adviser between it and any Client and among Clients represents a
conflict of interest for the Adviser. The Adviser allocates expenses to each Client in accordance with the
Client’s arrangements with the Adviser (including applicable Client disclosures). The Adviser seeks to
allocate shared expenses for products and services benefitting the Adviser and the Client and not
covered in the Client’s arrangements in a fair and reasonable manner. The Adviser allocates common
Client expenses among multiple Clients in a manner that it believes in good faith is fair and equitable

under the circumstances and considering such factors as it deems relevant, such as, for example, asset
size and the number of Clients receiving related benefits.

Item 7. Types of Clients

The Adviser’s Clients consist of one separately managed account and four pooled investment vehicles,
including Setpoint Credit Fund III Offshore L.P. (the “Offshore Fund”), a Cayman Islands exempted limited
partnership that operates as a feeder fund into Setpoint Credit Fund III L.P. through an intermediate
blocker entity.

With respect to any Client that is a pooled investment vehicle, any initial and additional subscription
minimums are disclosed in the offering memorandum for the pooled investment vehicle. Minimum
investment amounts have been, and may in the future be, waived at the sole discretion of the Adviser,
subject to applicable laws.