Ares Capital Management II LLC

Item 5 - Fees and Compensation
Compensation and Fee Schedules
In general, ACM II receives a management fee in connection with the advisory services provided to each Client. The
information below summarizes the compensation that ACM II receives; however, investors and prospective
investors should carefully review the Governing Documents of each applicable Client in conjunction with this
brochure for complete information on the fees and compensation payable with respect to a particular Client.

Advisory Fees
Different Clients are subject to different advisory fees as compensation for the investment advisory services
rendered to the applicable Client (each, an “Advisory Fee”). ACM II also charges certain Clients administration,
agency, servicing fees and similar non-advisory fees and expenses. Advisory Fees paid by public investment fund
Clients are asset-based fees ranging from 0.3% to 1.5%.

Advisory Fees are set forth in each Client’s Governing Documents. The precise amount of, and the manner and
calculation of, the Advisory Fees for each Client are intended to be reflective of the underlying investment mandate
and associated investment risks of the Client and are established by ACM II and disclosed in each Client’s Governing
Documents. Advisory Fees charged to some Clients may differ from fees charged to other Clients; in those and
other situations, such differences are subject to separately negotiated terms and may (or may not) be disclosed to
other Clients or underlying investors. In certain circumstances, the Advisory Fee payable to ACM II by underlying
investors of a private Client will vary among such underlying investors and may be negotiable. Ares Management
and affiliates have entered into, and expect to continue to enter into, strategic relationships, accounts or programs
with underlying investors (such underlying investors, “Strategic Investors”), either programmatic or customized,
whereby such Strategic Investors commit capital to, or provide sponsor capital for, one or more existing or future
strategies managed by Ares Management and its affiliates, as well as co-investment opportunities alongside
current or prospective Clients. In addition to non-economic benefits, such arrangements provide Advisory Fee
discounts and other preferential terms for certain Strategic Investors, including where specified investment
thresholds are met across multiple Clients. As a result, Strategic Investors typically pay lower overall fees than other
underlying investors in the same Client. In addition, underlying investors that participate in co-investment
opportunities are expected to bear a lower overall fee impact relative to their exposure to assets held by Clients.
For further discussion of Strategic Investors and related conflicts, please refer to “Item 6. Performance-Based Fees
and Side-by-Side Management.”

Advisory Fees paid by a Client are indirectly borne by the underlying investors in such Client. Investors and
prospective investors in each Client should note that similar advisory services may (or may not) be available from
other investment advisers for similar or lower fees and that the allocable share of Advisory Fees paid by a Client
may differ among underlying investors of the same Client (or a similar Client).

Deduction of Fees; Timing of Payments; Termination
If applicable, the Governing Documents will authorize ACM II to charge and deduct Advisory Fees directly from the
assets of the Client account, at the times and in the amounts set forth in such Governing Documents. Advisory Fees
are either deducted or directly billed to the Client, depending on the nature of the account.

Advisory Fees for certain of ACM II’s Client accounts are generally payable on a quarterly basis and may be payable
in advance or in arrears in accordance with the terms of the applicable Governing Documents.

Clients have the right to terminate ACM II’s advisory services in accordance with the terms of the applicable
Governing Documents. ACM II’s general policy is to repay any Advisory Fees paid by a Client account managed by

Form ADV Part 2A: Firm Brochure

ACM II in advance in excess of the pro rata portion earned by ACM II (based on the number of days during the
period) through the termination date.

Other Fees and Expenses
In circumstances, ACM II incurs fees, costs, and expenses for the account or benefit of more than one Client. Under
these circumstances, each such Client will typically bear an allocable portion of any such fees, costs, and expenses
in proportion to the size of its investment in or commitment to the activity or entity to which such expense relates
(subject to the terms of each Client’s Governing Documents) or in such other manner as ACM II considers fair and
equitable under the circumstances. In the event that a Client’s Governing Documents do not permit the payment
of a particular expense, ACM II will generally bear the amount allocable to such Client. In certain other
circumstances, ACM II elects to bear expenses that a Client’s Governing Documents permit the Client to bear and
may make such election for some Clients, but not others. The differences in expenses borne by Clients, even with
overlapping investment strategies, are subject to separately negotiated Governing Documents and are typically not
disclosed among all Clients. ACM II endeavors to allocate fees, costs, and expenses in a manner that it believes is
fair and equitable under the circumstances to each Client relative to other Clients, taking into account the terms of
the relevant Governing Documents.

There are four general categories of expenses allocated to and among Clients. As discussed further below, these
categories are: (1) Organizational Expenses; (2) Administrative Expenses; (3) Sourcing and Diligence Expenses; and
(4) Oversight Expenses. Please refer to the individual Client’s Governing Documents for more detailed information
...

Types of Clients
ACM II generally provides investment advice as an investment adviser or sub-adviser to various pooled investment
vehicles, including public and private investment funds. Generally, underlying investors participating in our private
Clients are required to meet certain suitability and net worth qualifications, such as being (a) an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”),
(b) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the

Form ADV Part 2A: Firm Brochure

“Investment Company Act”), or (c) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment
Company Act.

Underlying investors may have conflicting investment, tax and other interest with respect to Client investments. The
results of a Client’s activities may affect underlying investors differently, depending on their different situations. As
a consequence, conflicts of interest may arise in connection with decisions made by ACM II that benefits one
underlying investor over another underlying investor. In selecting and structuring investments for a Client, ACM II
will consider the investment and tax objectives of the Client as a whole and not the objectives of any individual
underlying investor. However, there can be no assurance that a result will not be more advantageous to some
underlying investors than to other underlying investors.

Minimum Investment Requirements
The minimum investment is stated in the applicable Governing Documents; however, ACM II’s Clients generally do
not have investment minimums.