Allstate Investment Management Company

Item 5 - Fees and Compensation

AIMCO does not have a fee schedule and instead negotiates its fees and compensation, if any,
with each client. All of AIMCO's fees are negotiable.

AIMCO currently has the following fee arrangements with its clients:

   1. AIMCO does not charge its affiliate-sponsored retirement plans or Allstate foundations
      for their advisory services.

   2. AIMCO charges the CLOs a specifically negotiated base management fee together
      with incentive fees payable if and when the holders of the equity of the specific CLO
      have realized various levels of return on their investment. The base management fee
      is a quarterly fee, payable in arrears, calculated by applying a basis point charge set
      forth in the applicable client agreement to the assets under management at the time of
      the prior payment. AIMCO has and expects that it will, from time to time, enter into
      various fee sharing or other arrangements with one or more holders of CLO notes,
      participants in CLO transactions or CLO leverage providers. Such other fee
      arrangements may include the waiving or sharing of all or a portion of one or more of
      the base management fees, the subordinated management fees and/or the incentive
      management fees.
   3. AIMCO may charge fees to its affiliated entities with portfolio values greater than or
      equal to $25 million based on the types of assets and the cost of managing such
      investments. The total fees, if any, are determined by the asset mix in the portfolios.
      The fees are negotiable, with either party having the right to terminate an agreement
      upon six months' notice. The fees are lower than those that would be charged to
      unaffiliated entities.

   4. AIMCO charges its affiliate Canadian insurance companies an advisory fee of 6.5 basis
      points on an annualized basis, calculated on the average of the monthly amount of the
      investments, namely, the amount obtained by dividing the sum of the market value of
      the investments managed under the terms of the applicable IMA at end of each month
      in the period by the number of months in the period. Such fees are to be paid in arrears,
      15 days after receipt of the invoice for the month for which the services were rendered.
      For investment management services, AIMCO charges its affiliate Canadian insurance
      companies a fee based on the types of assets and the cost of managing such
      investments. The total fees are determined by the asset mix in the portfolios. The fees
      are negotiable, with either party having the right to terminate an agreement upon six
      months’ notice. The fees are lower than those that would be charged to unaffiliated
      entities.
   5. Unless otherwise noted herein, AIMCO does not charge its affiliate entities with
      portfolio values of less than $25 million for their advisory services. AIMCO analyzes
      the values of the portfolios on an annual basis to determine if they are below the $25
      million threshold.
   6. AIMCO does not charge the Allstate Short Term Pool a management fee with respect
      to its role as either managing member or investment manager; however, the Allstate
      Short Term Pool does reimburse AIMCO for operating and overhead expenses incurred
      with providing services both as managing member and investment manager. AIMCO,
      may, from time to time, waive its right to reimbursement from the Allstate Short Term
      Pool for operating and overhead expenses associated with providing management and
      investment management services.

AIMCO bills its paying clients for its advisory services; it does not deduct the fees from clients'
assets. AIMCO bills its clients on a monthly, quarterly or annual basis as negotiated with each
client. AIMCO does not charge clients any other fees or expenses, such as custodial or referral
fees. For additional information about AIMCO’s brokerage practices, see Item 12.

AIMCO's clients may pay AIMCO's fees in advance but are not required to do so. When a
client discontinues doing business with AIMCO, if the client has paid fees in advance, AIMCO
will refund any unearned fees. Upon such discontinuation, AIMCO will determine the
percentage of the prepaid fee that was unearned and refund that percentage to the client. If a
client has questions relating to any prepaid fees, the client may contact the AIMCO employee
listed in the notice provision of the client’s IMA.

Item 7 - Types of Clients

AIMCO does not have clients that are individuals or investment companies. AIMCO generally
provides investment advice to pension/profit sharing plans, charitable organizations, non-
domestic insurance companies, corporations and/or other business entities. AIMCO acts as
managing member and investment manager for the Allstate Short Term Pool. AIMCO also
acts as collateral manager for various collateralized debt obligation trusts.

AIMCO does not have minimum account size requirements for opening or maintaining an
account with AIMCO.