Virgo Investment Group LLC

Fees and Compensation

A.      The Firm’s Client investors are “accredited investors” as defined in Rule 501 under the Securities
Act of 1933, and “qualified purchasers” as defined in the Investment Company Act. The specific terms of
VIG’s fee arrangements with the Clients are set forth in each Client’s limited partnership agreement.

B.       VIG generally receives a management fee (the “VIG Management Fee”), as specified in each
Client’s limited partnership agreement. In addition, certain investors have special Management Fee rates,
per the terms of their Limited Partnership Agreements or side letters with the applicable Client. VIG makes
capital calls or deducts VIG Management Fees directly from the Clients’ assets, as specified in each Client’s
limited partnership agreement. The Firm also may be entitled to a performance-based fee (the “Carried
Interest Distribution”), based on realized gains from investments above a performance benchmark.
Carried Interest Distributions, if applicable, are deducted directly from the Clients’ assets as investments
realize gains and not on a pre-determined schedule. Certain investors may have individualized rates for the
assessment of Carried Interest Distributions, per the terms of their limited partnership agreements or side
letters. Please refer to the relevant Client’s governing documents for a complete understanding of each
Client’s Carried Interest Distribution.

In addition to the VIG Management Fee and in connection with the affairs of a Client, the Firm receives
fees relating to deal completion, portfolio company monitoring, agency services, board fees, termination,
cancellation or abandonment of any consummated or proposed investment, including origination fees, or
other related services in relation to investments (“Additional Fees”). For example, employees of the Firm
have received, and may again in the future receive, a salary and discretionary bonus for work performed for
one of the Firm’s portfolio companies while on secondment. The salary and bonus (as applicable) are paid
directly to the Firm and treated as a fee offset, or reduction in the management fees charged to the Fund that
holds the portfolio company. For the Fund IV Vehicles, one hundred percent of Additional Fees attributable
to its pro rata share of any investment or proposed investment will generally be distributed to investors or
applied as an offset to the VIG Management Fee otherwise payable to VIG. Note that VIG may retain
Additional Fees with consent of the Client’s advisory board and/or limited partners as applicable. With
regard to ZAP, one hundred percent of certain Additional Fees attributable to its pro rata share or any
investment or proposed investment will generally be applied as an offset to the VIG Management Fee
otherwise payable to VIG. Please refer to ZAP’s governing documents for the Additional Fees related to
ZAP that will not be used to offset VIG Management Fees otherwise payable to VIG. With regard to VSFI,
one hundred percent of Additional Fees attributable to its pro rata share of any investment or proposed
investment will generally be distributed to investors or applied as an offset to the VIG Management Fee
otherwise payable to VIG.

C.       Each Client will bear separately its own formation expense and operating costs, including but not
limited to: legal, accounting, tax, auditing, consulting and other professional expenses (including valuation
firms and other experts); fees charged by third parties, including operating partners of the Firm (the
“Operating Partners”) to provide investment consulting services to, or for the benefit of, the Clients
(provided that such consulting fees do not exceed the rate typically charged by third parties engaged in
such consulting); fees payable to sub-advisors; management fees; professional liability insurance
(including costs relating to directors' and officers' liability insurance and errors and omissions insurance);
banking and custodial fees; investment-related fees and expenses; other expenses related to the
purchase, monitoring, sale, settlement or transmittal of portfolio investments (directly or through trading
affiliates) as will be determined by the Firm in its sole discretion (including costs associated with systems
and software used in connection with investment management); administrative expenses; legal,
regulatory and registration expenses relating to the Firm’s operations; entity-level taxes; filing fees; costs
of winding up and liquidating the Clients; and other expenses associated with the operation of the Client
and its investment activities, including extraordinary expenses such as litigation, workout and
restructuring and indemnification expenses, if any.

In addition, certain Clients have engaged Zephyrus Aviation Capital (the “Servicer”), an affiliate of VIG, to
act as a servicer with respect to the Funds’ Investments. In such capacity, the Servicer oversees the
leasing/releasing and ongoing maintenance of the Funds’ Aircrafts. Fees paid to the Servicer are treated
as fund expenses, as further outlined in the servicer agreement.

Please refer to the relevant Client’s governing documents for a complete understanding of each Client’s
fees and expenses. The information contained herein is a summary only and is qualified in its entirety by
the relevant Client’s offering memoranda.

Clients may incur brokerage and other transaction costs. Please see Item 12 “Brokerage Practices” for
more information.

D.     Management fees are paid quarterly. Upon termination of an advisory contract, any prepaid,
unearned management fees will be promptly refunded, based on the actual number of days remaining in
the quarter during which the advisory contract was terminated.

E.     Neither VIG, VIS, nor any of its covered persons receive, directly or indirectly, any compensation
from the sale of securities or other investment products.

Types of Clients

The Firm provides investment advisory services to the Clients, which are separately managed accounts
and private funds that are exempt from registration under the Investment Company Act. As noted in Item
5, above, the Clients are limited to “qualified purchasers,” as defined in the Investment Company Act and
“accredited investors,” as defined in the Securities Act of 1933.

VIG generally requires a minimum investment of between $2,000,000 and $5,000,000 for its Clients,
although VIG may make exceptions at its discretion. VIS does not impose a minimum account size across
all accounts, but will, as appropriate, observe minimum dollar thresholds on accounts for Clients when
negotiated as part of those Clients’ limited partnership agreements or side letter arrangements.