Brightwood Capital Advisors LLC

Item 5 – Fees and Compensation

Advisory Fees

Brightwood is entitled to receive compensation in consideration for advisory services provided to Clients.
While the fees applicable to each Client are described in detail in the applicable Governing Documents and
side letters, a summary of the fee structures applicable to the Funds and the SMAs is included below.

BCA receives Management Fees in consideration for advisory services provided to all Funds except: (i)
one Private Fund, which pays an Acquisition Fee (defined below) to BCA, (ii) the CLO Funds, which pay
Collateral Management Fees (defined below) to SPV Advisors, and (iii) the PE Fund, which is not
charged advisory fees. Management Fees are generally a percentage of the Fund’s invested capital
ranging up to 2.00% per annum. Management Fees may be reduced or waived in respect of any Investor
at the discretion of BCA or the relevant General Partner. In the case of one Private Fund (such fund, the
“Co-Invest Fund”), BCA receives an “Acquisition Fee” instead of a Management Fee. The Acquisition
Fee is equal to 1.00% of the dollar amount of each investment made by the Co-Invest Fund.

SPV Advisors is entitled to receive compensation in consideration for collateral management services
provided to the CLO Funds. Such compensation typically consists of a Senior Collateral Management Fee
and a Subordinated Collateral Management Fee (together, “Collateral Management Fees”). Each of the
Senior Collateral Management Fee and the Subordinated Collateral Management Fee is generally equal to
0.25% per annum of the principal balance of a CLO Fund’s collateral portfolio during the relevant
payment period. The Senior Collateral Management Fee has a higher priority in a CLO Fund’s payment
waterfall than the Subordinated Collateral Management Fee, which generally ranks below principal and
interest payments to senior note holders in the payment waterfall. Accordingly, SPV Advisors will
generally earn a Subordinated Management Fee only if over-collateralization and other interest coverage
tests have been satisfied for all senior note holders. Collateral Management Fees may be reduced or
waived in respect of any CLO Fund at the discretion of SPV Advisors.

In addition to the advisory fees received from the Funds, BCA receives Management Fees in
consideration for advisory services provided to the SMAs. The Management Fee charged to each SMA is
generally equal to a percentage of the SMA’s average monthly account balance for each calendar quarter.
BCA in its sole discretion may waive all or portion of the Management Fee charged to an SMA.

Calculation and Deduction of Advisory Fees

The specific manner in which Brightwood calculates and deducts advisory fees is set forth in the
Governing Documents for each Client. As a general matter, Management Fees and Collateral Management
Fees, as applicable, are charged quarterly in arrears for the SMAs and all Funds except the SBIC Funds,
which are charged Management Fees quarterly in advance and reconciled at quarter end. The Co-Invest
Fund is charged an Acquisition Fee at the time of each investment. Brightwood deducts Management Fees
and the Acquisition Fee from the applicable Fund’s assets. Note that Brightwood does not deduct Collateral
Management Fees from the assets of the CLO Funds and does not deduct Management Fees from the assets
of the SMAs.

Other Fees and Expenses

Note: The fees and expenses discussed in this section are intended to provide a description of the types of
fees and expenses that are typically charged to the Funds (and have been charged to certain Funds).
Certain of the fees and expenses discussed below may not apply to all Funds and fees and expenses

charged to future advisory clients may differ. The specific fees and expenses applicable to each Fund are
set forth in the relevant Governing Documents. Prospective investors should carefully review the
Governing Documents prior to making an investment in any Fund.

                         Additional Fees Received by Brightwood and Affiliates

BCA’s wholly owned subsidiary, Brightwood Loan Services LLC (“BLS”), receives syndication, agency,
and servicing fees for services provided to the Funds and outside parties. BLS serves as syndication agent
for certain loans originated by subsidiaries of the Funds, such as BCOF (defined below). One hundred
percent of the syndication fee income received by BLS in connection with such services is used to offset
the Management Fee charged to the relevant Fund(s). BLS also serves as administrative agent for certain
loans owned by the Funds and unrelated parties. Agency fees are paid to BLS by the borrowers, not the
Funds, and retained by BLS.

In addition to the collateral management services provided to the CLO Funds, SPV Advisors provides
managerial and administrative services to special purpose vehicles (“SPVs”) that are each wholly owned
subsidiaries of Private Funds that utilize leverage in connection with their investment strategies (such
Private Funds, the “Leveraged Funds”). Each of the SPVs was formed by its parent company for the
primary purpose of holding certain of the Leveraged Funds’ investments that are pledged as collateral for
loans issued by third party lenders. SPV Advisors is entitled to fees for the managerial and administrative
services provided to the SPVs. Such fees are charged directly to the relevant SPVs (and consequently are
indirect expenses of the Leveraged Funds) and may be waived in whole or in part at the discretion of SPV
Advisors.

In addition to investment advisory services, BCA provides business advisory and consulting services to a
portfolio company held by the PE Fund. The referenced portfolio company pays “Monitoring Fees” to
BCA in consideration for such services.

Brightwood’s affiliates, BCOF Capital, LP (“BCOF”), BCOF Capital V, LP (“BCOF V”), and BCOF
Capital VI, LP (“BCOF VI”) originate loans and, in certain cases, purchase loans in the primary or
...

Item 7 – Types of Clients

Brightwood provides advisory services to the Funds on a discretionary basis. Investors include
commercial banks, trusts, pension plans, foundations, endowments, family offices, private funds, and high
net worth individuals. Generally, each 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 Investment
Company Act of 1940, as amended (the “1940 Act”). Certain employees of the Advisor who qualify as
“knowledgeable employees” in accordance with Rule 3c-5 under the 1940 Act may also be permitted to
invest directly or indirectly in the Funds.

Each Fund’s minimum investment amount is stated in the Fund’s Governing Documents. Note that the
minimum investment amount for any Investor may be reduced or waived at the discretion of the relevant
General Partner.

Brightwood provides advisory services to the SMAs on a discretionary basis. There is no minimum
investment amount to establish an SMA relationship. Brightwood in its sole discretion determines whether
to enter into an advisory agreement with a prospective SMA.