Ares Capital Management LLC

Item 5 - Fees and Compensation
Compensation and Fee Schedules
All Underlying Investors and prospective investors should carefully review the Governing Documents of the
applicable Client in conjunction with this brochure for complete information on the fees and compensation payable
with respect to a particular Client.

Advisory Fees
Underlying Investors in our Clients that are structured as private investment funds (“Private Clients”) are generally
all “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act, and, as such, information
regarding the fees and compensation payable by such Underlying Investors is not required to be provided herein.
In certain circumstances, ACM and an Underlying Investor may negotiate the advisory fees and performance
compensation payable by such Underlying Investors. ACM also charges certain Clients administration, agency,
servicing fees and similar non-advisory fees and expenses.

We typically earn a fee as compensation for the investment advisory services rendered to a Client (each, an
“Advisory Fee”). Advisory Fees differ between Clients and are established and disclosed 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.
Advisory Fees charged to some Clients may differ from such fees that are 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, subject to each Client’s Governing Documents and/or applicable law. In
certain circumstances, the Advisory Fee payable to ACM by Underlying Investors of a Client will vary among such
Underlying Investors and may be negotiable. ACM and Ares Management 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, including ACM, 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. Moreover, personnel and certain business
associates and “friends and family” of ACM and Ares Management generally will not pay an Advisory Fee or
performance-based compensation with respect to their direct or indirect investments in a Client. For further
discussion of Strategic Investors and related conflicts, please refer to “Item 6. Performance-Based Fees and Side-
by-Side Management.”

Form ADV Part 2A: Firm Brochure

Advisory Fees paid by a Client are indirectly borne by its Underlying Investors. Underlying Investors and prospective
investors in a 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 Private Client may differ
among Underlying Investors of the same Client (or a similar Client).

Management Fees
We generally receive an annual management fee from our Clients that is calculated during the term of the account
as a percentage of the Client’s capital commitments, contributed capital, net asset value, total assets other than
cash and cash equivalents, cost basis of investments or invested capital. A Client’s Governing Documents set forth
the terms under which management fees will be calculated, reduced, offset or otherwise limited. Underlying
Investors should expect to bear the full specified management fee rate until it is reduced in the circumstances
and/or on the date(s) specified in the Governing Documents. In the case of partial sales of investments,
recapitalizations of investments, or distributions from investments, each Client’s Governing Documents will be used
to determine any impact on whether and the extent to which management fees for Clients will be reduced (in whole
or in part). Pursuant to the terms of each Client’s Governing Documents, the management fee may change at the
end of a Client’s investment period, the end of a Client’s term or in connection with the raise of a successor fund.

With respect to Clients for which management fees are based upon a percentage of the Client’s contributed capital,
cost basis of investments or invested capital, the amount of management fees payable will not be impacted by
fluctuations in the value of a Client’s investments, unless the circumstances causing such fluctuation separately
require a change or adjustment pursuant to the management fee calculation provisions of a Client’s Governing
Documents. A Client’s Governing Documents outline the circumstances in which the basis of a management fee
calculation would be changed or adjusted in connection with a change in investment value, which could (depending
on the terms of the Client’s Governing Documents) include a write down due to a permanent impairment, a loss for
tax purposes or a complete write-off of the investment (a “Fee Base Adjustment”).

Each Client’s Governing Documents contain specific provisions regarding the circumstances that would result in a
Fee Base Adjustment. As a general matter, the determination of whether the specific circumstances of an
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Types of Clients
ACM generally provides investment advice to various pooled investment vehicles, including public and private
investment funds, separately managed accounts and other institutional clients. Our Underlying Investors are
comprised primarily of government and private pension funds, sovereign wealth funds, endowments, foundations,
family offices, banks, investment companies, insurance companies, private corporations, and high net worth
individuals. Generally, Underlying Investors participating in our Private Clients are required to meet certain suitability

Form ADV Part 2A: Firm Brochure

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, (c) a “knowledgeable employee” within the meaning of Rule 3c-5
of the Investment Company Act or (d) a non-U.S. person, depending on the applicable eligibility requirements of the
respective Client.

In certain circumstances, we will establish certain Clients in the form of special purposes vehicles or otherwise,
including alternative investment vehicles (“Feeder Clients”) to address particular tax or regulatory requirements.
Each Feeder Client, if formed, would be a limited partner of or an investor in a Client and interests in such Feeder
Client would be held by the investors who participate in the Client through such Feeder Client. Prospective investors
should refer to the applicable Client Governing Documents for complete details on any Feeder Client established
with respect to such Client.

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 that benefit one
Underlying Investor over another Underlying Investor. In selecting and structuring investments for a Client, ACM
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 in each of the Clients is stated in its Governing Documents and generally ranges from $1
million to $25 million although we are permitted to waive this minimum at our discretion. With respect to separately
managed accounts, we generally require a minimum investment of $250 million but actual minimum sizes vary by
strategy.