Theorem Partners LLC

Item 5.   Fees and Compensation

Theorem charges an annual management fee of 1.5% of the net assets of each client account. If the
General Partner permits a Limited Partner to make an initial Capital Contribution to the Funds that
is less than the standard minimum amount, the monthly management fee charged by written
agreement between the Limited Partner and the General Partner is 1.75%. Theorem has reduced or
waived the management fee for certain early “seed” investors and other strategic investors and
reserves the right to do so for new investors.

Management fees are generally payable monthly in advance at the beginning of each calendar month
based on the net asset value of each investor’s account on the date the fee accrues and becomes
payable. Fees are debited directly from investor accounts. No management fee is charged on
contributions for the month in which a subscription date occurs.

The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to
the Employee Retirement Income Security Act of 1974 and that invests in an investment limited

partnership of which Theorem is general partner, to use the “alternative reporting option” to report
Theorem’s compensation as “eligible indirect compensation” on the Schedule C of the plan’s Form
5500 Annual Return/Report of Employee Benefit Plan.

The Funds bear all costs of their organization and operation, including, without limitation, the costs
of carrying out their investment program (e.g., all trading costs and expenses, research and diligence
costs, lending platform fees (such as origination, servicing and recovery fees), interest and related
costs of borrowings), maintenance costs such as tax preparation, governmental and regulatory
filings, custody, administration, insurance and professional fees (e.g., accountants, auditors and
attorneys).

Generally, full withdrawals from the Funds can only occur in accordance with the process described
in each of the Funds’ offering documents, often requiring at least a 90-day notice (see the offering
documents for each Fund for specific requirements). Due to the nature of the withdrawal process,
there is no refund of management fees.

Additional Compensation

Theorem receives a monitoring and structuring fee for securitizations sponsored by the Funds,
typically equal to 50bps (0.50%) of the assets of the securitization vehicle annually. To the extent
the equity is retained by the Funds, Theorem will rebate the fees to the Funds, but to the extent the
equity is sold to third parties, that portion of the fees will be retained by Theorem. The presence of
such a fee may adversely affect the price received by the Funds in the event of such an equity sale
and could create an incentive for Theorem to sell such equity.

Pagaya Tech and/or its affiliates receive fees from its commercial relationships with banking
institutions, consumer lending platforms, point of sale lenders and other intermediaries for access
to and rights to use Pagaya Tech’s proprietary technology and other services related to loan
originations and other activities, including loans that may be purchased by the Funds. These fees
include fees referred to as AI network integration fees, model fees, feature fees or incentive fees,
and currently generally range from 0.05% to 6.50% of the principal amount of loans originated
through the use of Pagaya Tech’s proprietary technology. Pagaya Tech and its affiliates also receive
management, sponsorship, administration and other fees from certain securitizations in which the
Funds may invest, including administrative fees (sometimes referred to as accrued loan or
receivable purchasing fees and/or loan or receivable monitoring fees) typically equal to
approximately 50bps (0.50%) - 75bps (0.75%) of the assets of the securitization vehicle annually,
and in certain circumstances Pagaya Tech and its affiliates also may retain a portion of the servicing
fee that is charged to a securitization vehicle (generally ranging from approximately 10bps to 50bps
(0.10% - 0.50%) of the assets of the securitization vehicle annually). Pagaya Tech and its affiliates
may also recognize revenues in connection with securitizations equal to the excess of the net
proceeds of a securitization offering over the amounts needed to purchase loans for the
securitization, and may earn performance fees when certain securitizations exceed contractual
return hurdles. Such fees received by Pagaya Tech and its affiliates will not offset or reduce the
management fees payable to Theorem by the Funds.

Other Conflicts
Theorem and Pagaya Tech and their affiliates have, and may in the future have, business

relationships, such as the engagement of services providers, with companies who are investors in
the Funds. A potential conflict of interest exists in recommending the retention or continuation of a
service provider if such recommendation, for example, is motivated by a belief that the service
provider will continue to invest in a Theorem fund. To mitigate this risk, Theorem strives to
negotiate all such arrangements at an arms-length basis in accordance with its fiduciary duty to the
Funds.

Item 7.   Types of Clients

Theorem provides investment advisory services to the Funds. Investment advice is provided directly
to the Funds, subject to the direction and control of the General Partner of such Fund, and not
individually to the investors in the Fund. Interests in the Funds are or were offered pursuant to
applicable exemptions from registration under the Securities Act of 1933 (the “Securities Act”) and
the Investment Company Act of 1940, as amended. Investors in the Funds include high net worth
individuals, financial institutions, corporate pension plans, charitable organizations, university
endowments, funds-of-funds, corporations and other investment entities, as well as certain former
employees of Theorem.
Generally, Theorem requires that each investor in a Fund be (i) an “accredited investor” as defined
in Regulation D under the Securities Act, and (ii) a “qualified purchaser” or “knowledgeable

employee”, within the meaning of the Investment Company Act of 1940, as amended.

Investors in the Funds are generally required to invest a minimum of $5,000,000 or $10,000,000
(depending on the fund), but Theorem may waive this minimum. The Firm may accept or reject
subscriptions in whole or in part.