Terrapin Asset Management LLC

Fees and Compensation
    Compensation received by the Advisers from the Client Funds generally consists of fees based on a
    percentage of assets under management and/or performance-based amounts.

    The Advisers’ discretionary asset-based fees range up to 2.00% per annum, although reductions may
    be negotiated with investors on a case-by-case basis. The Advisers’ asset-based fees are generally
    billed monthly. The Company’s management fees are generally paid at the end of each month and are
    not refundable. TICO’s management fees are paid at the beginning of each month or up to one month
    in advance and are not refundable.

    PART 2A OF FORM ADV                                                                         PAGE 4 OF 17

TERRAPIN ASSET MANAGEMENT, LLC · 3535 CURTIS LANE · MIAMI, FLORIDA 33133 · TEL (305) 230 4000

    With respect to the management of the Client Funds, the Advisers charge fees to each investor’s
    capital account. In accordance with each TAM Fund’s governing documents, investors generally will
    be permitted to make complete or partial redemptions. Redemptions from the TICO Client Funds are
    prohibited. With respect to the TICO Fund, in accordance with the TICO Fund’s confidential private
    placement memorandum (“PPM”), the TICO Fund has discontinued reinvestment of capital. With
    respect to all TICO Client Funds, distributions are made to investors as investments mature or are sold
    by each TICO Client Fund.

    In addition to the Advisers’ fees, investors will bear indirectly other fees and expenses charged to the
    Client Fund in which they are invested. Those fees and expenses will vary, but typically will include
    fees associated with making or selling portfolio investments, legal, compliance, and accounting fees,
    taxes, commissions and brokerage fees, registration expenses, fees to government regulatory
    agencies, the cost of directors’ and officers’ liability insurance, travel expenses and other expenses
    associated with research and due diligence, and other expenses such as the cost of litigation. The
    Client Funds will bear all out-of-pocket costs and expenses incurred directly or indirectly by the Advisers
    in connection with the Client Funds’ or the Advisers’ regulatory or self-regulatory filings with the SEC,
    CFTC, or any other regulatory or self-regulatory body (whether U.S., non-U.S., state, federal, or local)
    related to the Client Funds or the Advisers’ activities in connection with the Client Funds. The Client
    Funds may also bear their allocable share of the salaries (but not benefits or bonuses) payable to the
    Advisers’ personnel that perform audit, tax, fund accounting, internal legal services, and related
    functions that the Company determines to be attributable to the Client Funds. Investors should review
    all fees charged to fully understand the total amount of fees to be paid by the Client Funds and,
    indirectly, their investors.

    Each Client Fund sets forth its specific fee structure (including how it charges fees) and expense policy
    in a confidential offering memorandum or similar offering document provided to prospective investors.

    Performance-Based Fees and Side-by-Side Management
    The Company may receive an incentive allocation as of each December 31 with respect to the capital
    accounts of limited partners in a TAM Fund of up to 15% of the amount by which the net asset value
    (“NAV”) of each capital account exceeds the investor’s “High Water Mark”, as such term is defined in
    each TAM Fund’s offering documentation. The Company may waive all or part of any limited partner’s
    Incentive Allocation in any fiscal period.

    TICO may receive performance-based Carried Interest, as defined in the TICO Fund’s PPM, with respect
    to the accounts of limited partners of up to 20% of the net capital appreciation of such Limited
    Partner’s account from time to time, subject to and/or in excess of specified performance thresholds
    as set forth in the TICO Fund’s PPM provided to prospective investors. TICO may receive incentive fees
    with respect to the value, if any, of any equity instruments that may be owned by the Eighth TICO Co-
    invest Fund of up to 20% of the value realized by such instruments or of the value of the instruments
    if distributed to the limited partners in-kind (the “Incentive Fees”). Due to the structure of the TICO
    Fund and the Eighth TICO Co-invest Fund, and the nature of their investments, investors generally are
    not permitted to make redemptions. TICO may waive all or any portion of Carried Interest or the
    Incentive Fees with respect to any limited partner in any fiscal period.

    Performance-based fees, Incentive Fees, and incentive allocations are based on a share of capital
    gains on or capital appreciation of assets of a Client Fund. An adviser charging performance fees to
    some accounts faces a variety of conflicts because the adviser can potentially receive greater fees
    from its accounts having a performance-based compensation structure than from those accounts it
    charges only a fee unrelated to performance (e.g., an asset-based fee). As a result, such adviser may

    PART 2A OF FORM ADV                                                                         PAGE 5 OF 17

TERRAPIN ASSET MANAGEMENT, LLC · 3535 CURTIS LANE · MIAMI, FLORIDA 33133 · TEL (305) 230 4000

    have an incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of,
    the account that pays a performance fee. Performance-based fee arrangements may also create an
    incentive for advisers to make investments on behalf of Client Funds that are riskier or more
    speculative than would be the case in the absence of such compensation. Performance-based fees
...

Types of Clients
    The Advisers provide investment advice to privately-offered investment funds structured as limited
    partnerships and limited liability companies. The Client Funds have minimum investment amounts
    and investor suitability criteria which are set forth in their respective offering documents and
    subscription agreement materials. Investors will be required to make certain representations when
    investing in a Client Fund, including but not limited to that (i) they are acquiring an interest for their
    own account, (ii) they received or had access to all information they deem relevant to evaluate the
    merits and risks of the prospective investment and (iii) they have the ability to bear the economic risk
    of an investment in the fund. The Advisers may manage investments for other clients, other than the
    existing Client Funds referenced herein, with different objectives, higher or lower fees and different
    fee structures.

    Methods of Analysis, Investment Strategies and Risk of Loss
    Investing in securities involves risk of loss that investors should be prepared to bear, including the
    potential for total capital loss.

    TAM

    TRF Client Fund

    With respect to the TRF Client Fund, the Company’s research efforts focus on identifying and
    evaluating investment opportunities in securities issued by or related to special purpose acquisition
    companies (“SPACs”). The Company also identifies and evaluates investment opportunities in
    securities of companies, directly or indirectly, subject to or affected by, or expected to be subject to or
    affected by, major corporate events, including, but not limited to mergers, acquisitions, contests for
    control, recapitalizations, spin-offs, other types of restructuring, bankruptcies, liquidations, significant
    litigation, and legislative or regulatory change. While the TRF Client Fund pursues the abovementioned

    PART 2A OF FORM ADV                                                                         PAGE 6 OF 17

TERRAPIN ASSET MANAGEMENT, LLC · 3535 CURTIS LANE · MIAMI, FLORIDA 33133 · TEL (305) 230 4000

    opportunities, subject to applicable law and any express restrictions set forth in its offering documents,
    the Company is not limited in pursuing, directly or indirectly, any other investment strategies it
    considers appropriate and in the best interest of the TRF Client Fund.

    The TRF Client Fund’s investment strategies may involve all types of fixed income, equity security,
    currency, loan, contract, or derivative thereof, including, without limitation, notes, bonds, bank
    obligations, trade claims, swaps, including credit default swaps, and other notional principal contracts,
    asset-backed securities, common or preferred stock, equity indices, money market funds, exchange-
    traded funds, and other investment funds, contracts based on indices, contracts that transfer risk,
    such as total return swaps, futures, options, and forward contracts, which may be held for investment
    or hedging purposes. Such investments may be made on exchanges and over the counter, as well as
    through private placements. The TRF Client Fund may take long or short positions and the strategies
    are expected to include the utilization of substantial leverage.

    The Company’s research efforts focus on identifying new investment opportunities and regularly
    reevaluating existing positions in securities and other financial instruments. The Company generates
    its own fundamental research on prospective securities and other financial instruments internally and
    acquires third-party research reports to the extent accessible by the Company through its broker-
    dealers and other industry contacts. When evaluating a prospective investment, the Company
    performs certain analyses. The research steps the Company generally performs includes, but is not
    limited to:

    •   Identification of opportunities through corporate press releases, the Company’s broker-dealer
        relationships, and other industry contacts, as well as from the use of screening software and news
        services;
    •   Review of financial filings, corporate presentations, merger and other agreements;
    •   Detailed financial modeling to evaluate potential securities’ financial quality and to compare
        underlying fundamental company performance to that of similar companies;
    •   Downside risk analysis;
    •   Creation of investment reports;
    •   Analysis of sector allocation and exposure levels.

    The Company’s research efforts are overseen by the Company’s chairman and chief investment officer,
    and are supported by the Company’s director of quantitative analysis and an analyst. With respect to
    the main sources of information the Company uses to support its research process, the Company
    licenses databases for accessing regularly updated performance data from a wide range of
    prospective investment opportunities and maintains its own internal database tracking prospective
    investment opportunities. Additionally, the Company licenses a Bloomberg terminal in order to execute
    transactions as well as access financial news, corporate filings, and other general market information.

    The Company believes that its investment program has the potential to achieve investment
    performance without the levels of volatility and risk that broad market indices may experience. Each
    prospective investment is evaluated both on a stand-alone basis and in the context of the overall
    anticipated TRF Client Fund portfolio. The investments are identified and monitored on an ongoing
    basis by the Company. The description provided above is a brief overview of the investment strategy
    and is not intended to be complete.

    The Company regularly monitors risk parameters of individual positions, sub-strategies, and the TRF
...