Systima Capital Management LLC

ITEM 5. FEES AND COMPENSATION

Systima receives compensation in several forms. Its primary source of fees is from its Clients according to
the Governing Documents. As provided under the Governing Documents of each Client, the Adviser will
receive from such Client (1) a quarterly or monthly management fee (the “Management Fee”) at a fixed
rate and/or (2) a portion of the profits of such Client (a “Performance Fee”), as described further below
and/or (3) an acquisition fee at a fixed rate. Systima may also receive origination, consulting,
administration, and advisory service fees, as well as other income, from separate engagements or related to
Client assets as described below.

The Adviser may negotiate Management Fees or a Performance Fee or an acquisition fee on a client-by-
client basis with other separately managed account clients or funds that it manages in the future. Different
Client facts and circumstances will be considered in determining such Management Fees or Performance Fee
or acquisition fees, including the Client’s investment strategy, assets under management, account
composition, reporting requirements, economies of scale, if any, and any other factors the Adviser deems
relevant. All such fees will be set forth in agreements with such clients and may not conform to the
descriptions below. Investors in Clients should review all Governing Documents to understand the fees
charged by Systima, and the nature of any fee offsets to fully understand the amount of fees paid directly by
a Client or potentially out of Client assets and, therefore borne indirectly, by its investors.

Management Fees

As of the end of each calendar month or quarter, the Management Fee, an aggregate fixed fee calculated
and payable in arrears and calculated on invested capital of each pooled investment fund Client shall be
paid to the Adviser for its services, pursuant to the terms of the applicable Governing Documents. These
fund Client management fee calculations are on a fixed fee calculated on the month end invested notional,
invested cost or posted collateral, according to the Governing Documents. The Management Fee on the
separately managed account Client is an aggregate fixed fee calculated and payable quarterly in arrears and
is calculated on the month end market value of the investments and shall be paid to the Adviser for its
services, pursuant to the terms of the applicable Governing Documents. Newly created closed end fund
Clients are expected to have a management fee calculated off of partner commitments for the initial
investment period of the fund life and then revert to a management fee calculated off of invested capital
thereafter. If the Adviser does not provide services for the full calendar month or quarter, the Management
Fee will be pro-rated.

Certain Governing Documents allow for reductions or offsets to the Management Fee for Origination Fees,
as described below, received by Systima or its affiliates. The Investment Manager, in its sole discretion,
may waive or modify the Management Fee for any Investor.

Performance-Based Fees or Profit Allocations

The Adviser receives performance-based fees or investment profit allocations in the form of a Performance
Fee with respect to certain Clients. These fees are discussed more fully in Item 6 below.

Acquisition Fees

The Adviser receives acquisition fees calculated as a one-time fixed percentage of certain Clients’ capital
contributions with respect to certain Clients. These Client level acquisition fees do not always apply and
are dependent on the Governing Documents of the Client. The ability to charge such a fee may create an
incentive for the Adviser to disproportionately allocate investments or time to Clients that include such
fees. This was only included in one Client with a specific investment plan that is not actively investing in
new opportunities.
Origination Fees

Systima, and its affiliates collect origination fees from issuers and borrowers in respect to certain assets in
the Funds. Origination Fees, structuring fees, or acquisition fees generated in connection with a given
investment in fund assets may not fully reduce the Management Fee payable by the Funds or otherwise be
fully shared with the Clients. The reduction of Management Fees in full or in part by some, but not all,
Clients of these Origination Fees may create an incentive for the Adviser to disproportionately allocate time,
services or functions to Clients not reducing Management Fees or to Clients reducing Management Fees at
lower percentages based on Governing Documents.

Administration / Servicing Fees
For loans and securities that were originated or structured by Systima, and its affiliates, Systima can earn
administration or servicing fees related to on-going reporting and maintenance of the new loan or security.
Unless otherwise specified in the terms and conditions of the Governing Documents, these fees generated
in connection with a given investment do not reduce the Management Fee payable by the Funds or otherwise
get shared with the Clients, as they are meant to offset the on-going and recurring maintenance and reporting
costs of administration and servicing. These fees on Fund assets may create an incentive for the Adviser to
disproportionately originate or structure these types of assets to Clients for the additional fees.

Other Fees
Systima, and its affiliates charge and/or collect from the structured deals, equity investments and credit or
other investments of the Clients a variety of fees such as: advisory fees, directors fees or directing certificate
holder fees, consent fees, monitoring fees, exit fees or other similar fees (collectively, “Other Fees”). In
accordance with the terms and conditions of the Governing Documents, certain Other Fees generated in
connection with a given investment do not reduce the Management Fee payable by the Funds or otherwise
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ITEM 7. TYPES OF CLIENTS

The Adviser currently provides investment advisory services to a separately managed account of a pension
plan, as well as pooled investment funds. Interests in the Clients are not registered under the U.S. Securities
Act of 1933, as amended, and the investment funds are not registered under the U.S. Investment Company
Act of 1940, as amended. Generally, investors are required to meet certain suitability and net worth
qualifications, such as (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under
the Securities Act, (ii) a “Qualified purchaser” as defined in Section 2(a)(51) of the Investment Company
Act, and/or (iii) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company
Act, depending on the applicable eligibility requirements of the respective Client.

The Adviser does not have a minimum size for a Client account.

The Adviser may in the future provide advisory services to additional pooled investment vehicles and other
separately managed accounts for United States and/or foreign high net worth individuals, trusts, estates,
charitable organizations, pension plans, corporations, superannuation funds, insurance companies, defined
benefit plans, foundations, limited partnerships, limited liability companies, and similar entities.

The Adviser on its own behalf and/or on behalf of the Client without the approval of any investor or any
other person may enter into a side letter or similar agreement (an “Other Agreement”) to or with an investor
in a Client which has the effect of establishing rights under, or altering or supplementing the terms of, the
Governing Documents. Investors should further recognize that any terms contained in an Other Agreement
with an investor shall govern with respect to such investor notwithstanding the provisions of the Governing
Documents. Other Agreements may grant certain investors additional reporting and informational rights, as
well as address other matters. The Adviser will not enter into an Other Agreement if it believes the terms
thereof would have a material adverse impact on the other investors.