ACME Credit Partners LLC

Item 5.          Fees and Compensation

Private Funds

Management Fees

Investors in each Private Fund pay management fees that are generally calculated as a percentage based on
the client’s or investor’s pro rata share of total assets under management of such Private Fund (subject to
certain exceptions as described below), calculated and payable quarterly in advance on the first day of each
calendar quarter based on assets under management as of the last day of the prior calendar quarter.
Management Fees will accrue daily and will be pro-rated for any partial period. If an investor should withdraw
from a Private Fund or a client terminate a separate account before the end of a billing period, unearned, pre-
paid fees (prorated for the remaining portion of the billing period) will be refunded directly to the Private
Fund, underlying investor, or separate account in accordance with the terms of the Private Fund’s offering
documents, organizational documents and/or investment management agreement, as applicable. Acme may
negotiate fees with each client or investor, and may, in its discretion, waive fees for certain investors.

In certain instances, Acme and/or its affiliates receive break-up fees, closing fees, commitment fees,
monitoring fees, directors’ fees, transaction fees, management consulting fees and other similar fees from
portfolio companies in connection with the Private Fund and its investments and potential investments (“Other
Fees”). 100% of such Other Fees, if any, may be applied to reduce the management fee for the quarterly period
(net of certain expenses). To the extent any offset would reduce the management fee for a given quarterly
period below zero, such offsets will be carried forward and reduce future instalments of the management fee.
In certain circumstances, Acme may retain a portion of such fees without a corresponding offset.

Performance-Based Allocations or Fees

For the Private Funds it is anticipated that the Firm will generally receive a performance-based allocation
(subject to certain exceptions as described below) on terms set forth in the offering documents for the Private
Funds; subject to the return of capital contributions to investors and subject to a preferred return to investors
of generally 8%, catch-up distributions to the affiliate and/or other performance hurdles as more fully
described in the offering documents for the Private Funds.

Compensation to the Firm is negotiable and is set forth and described in each Client’s offering documents,
organizational documents and/or investment management agreement. Certain investors in the Private Funds
may negotiate for and pay reduced performance-based allocations or fees and/or reduced management fees.
Acme may waive performance-based fees for certain clients or investors.

Separate Account Management

Separately managed account (“SMA”) fees are negotiated on a case-by-case basis and are charged as outlined
in the relevant investment management agreement with the applicable Client. SMA account fees may consist
of both asset-based fees and a performance-based component.

Additional Expenses and Fees

Clients and investors are anticipated to bear some or all of the following costs and expenses, which will be
outlined in full in the relevant offering document, organizational document or investment management
agreement:

(i)     all fees, costs and expenses incurred in connection with the organization and startup of a Private Fund
        or other Client, any feeder vehicles sponsored by the Firm, a general partner or managing member of
        a Private Fund or its affiliates, including legal and accounting fees, printing costs, travel and out-of-
        pocket expenses, and all costs and expenses incurred in connection with the offering of interests in a
        Private Fund or other Client, including compliance with any blue sky laws and AIFMD and costs and
        expenses incurred in connection with the preparation, distribution, printing and negotiation of any
        offering document (including any amendments or supplements thereto), any other marketing
        documents and organizational documents;

(ii)    all expenses attributable to investment activities, operations and administration of a Client, or a
        general partner or managing member of a Private Fund and Acme on behalf of a Client;

(iii)   any and all fees, costs and expenses incurred in connection with the evaluation, diligence, discovery,
        sourcing, investigation, development, researching, negotiation, financing, structuring, acquisition,
        consummation, monitoring, holding, maintaining, hedging, management or disposition of
        Investments (whether or not consummated) and temporary investments, including (A) sales
        commissions and fees, non-refundable deposits and costs and expenses, loan fees, syndication fees,
        private placement fees, brokerage and sales fees and commissions, appraisal fees, research fees,
        dealer spreads, interest and clearing and settlement charges, bank charges, commitment fees, transfer
        taxes and premiums, underwriting commissions and discounts, expenses relating to short sales, break-
        up fees; (B) fees and expenses related to market data (including, without limitation, expenses incurred
        in connection with any multimedia, analytical, database, news or third-party research or information
        services, systems, reports and subscriptions and similar items, including participation in industry
        investor conferences); (C) professional fees and expenses, including legal (including costs of
        specialist internal counsel where a Client would otherwise engage external counsel), accounting,
        auditing, investment banking, third-party industry and due diligence experts (including, without
        limitation, for asset, credit and risk analytics, and loss mitigation), valuation and appraisal fees,
...

Item 7.         Types of Clients

Acme provides discretionary investment management to Private Funds and may in the future provide
discretionary investment management to separately managed accounts and SPVs. Underlying investors in
Clients include high net-worth individuals, family offices, financial institutions, corporations, endowments,
pension funds and other investment funds.

For the Private Funds, each underlying investor must be an “accredited investor” as defined in Regulation
D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in the 1940 Act.
Certain employees of Acme who qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act
may be permitted to invest directly or indirectly in the Private Funds. The offering and organizational
documents of each Private Fund will set forth the minimum amounts required for investment by prospective
investors in such Private Funds. These minimum amounts may be waived by Acme or an affiliate. Investors
should read the offering and organizational documents in full and consult with their advisors prior to making
an investment.