Calumet Capital Partners LLC

Item 5 - Fees and Compensation

         In general, the Adviser receives a management fee from each Client to which it provides
investment advisory services as compensation for the services rendered to such Client, including, with
respect to each of the Funds, as compensation for the investment advisory services rendered to the
applicable Fund. The Adviser also typically receives performance-based compensation or carried
interest pursuant to the applicable Governing Documents for the Clients.

       The Adviser or its affiliates expect to receive additional compensation in connection with
management and other services performed for Portfolio Borrowers of the Funds, and such additional
compensation generally will offset in whole or in part the management fees otherwise payable to the
Adviser in accordance with the relevant Governing Documents. Investors in a Fund also bear certain
expenses, as set forth in the Governing Documents of such Fund.

         The precise amount, the manner of calculation and the manner and timing of payment of any
such management fee, carried interest, or performance-based compensation for each such Fund are
established by the Adviser, as modified by negotiations with investors in the applicable Fund, and are
set forth in such Client’s Governing Documents. Nonetheless, the structure of the management fee and
carried interest which the Adviser currently employs is summarized below.

        Management Fees

        A management fee (the “Management Fee”) may be paid by the Client to the Adviser. The
Management Fee is determined by the Governing Documents applicable to the specific Client, but will
generally be equal to a fixed percentage per annum of each investor’s capital commitments during the

investment period and generally equal to the same fixed percentage per annum of the sum of (i) the
aggregate capital contributions by investors that have been used to make Portfolio Investments which
have not been fully realized or fully written off and (ii) the aggregate amount of all committed amounts
with respect to ongoing Portfolio Investments. The Management Fee will be payable quarterly in
advance.

            Management Fees will commence as of the initial closing in respect of investors, regardless
of the date on which an investor is admitted to a Fund. Management Fees will be payable from
drawdowns of the investors’ unfunded capital commitments, but after the end of the investment period
may instead be paid out of the amounts otherwise distributable to the investors.

        Installments of the Management Fee payable for any period other than a full three-month period
generally are adjusted on pro rata basis according to the actual number of days in such period. The
Management Fee generally is reduced by a specified percentage of a Fund’s share of Portfolio
Investment Fees, generally excluding Closing Fees and Servicing Fees each as defined and discussed
below and as more fully detailed and subject to the terms set forth in the relevant Governing Documents.
The Management Fee may also be reduced by placement fees paid by a Fund and in certain cases,
Organization Expenses as is discussed further below.

         The Governing Documents for certain Clients permit the Adviser to waive or agree to reduce
the Management Fee. Waived or reduced Management Fees are not subject to the Management Fee
offsets described above, and the amount of such waived or reduced Management Fees has the potential
to be significant. Due to waived or reduced Management Fees by the Adviser and/or timing of receipt
of compensation subject to offsets (as described above), it is possible that Management Fee offsets will
be delayed.

        Carried Interest

         The Adviser will receive a carried interest with respect to the Funds equal to a fixed percentage
of all realized profits subject to a fixed percentage compound preferred return, as more fully described
in the applicable Governing Documents of each Fund. The carried interest distributed to the Adviser
is subject to a potential giveback at the end of life of the Funds if the Adviser has received excess
cumulative distributions and at certain interim intervals as provided in the Governing Documents. It is
expected that any future Funds will have a similar fee structure.

         Additionally, the Adviser will receive a carried interest with respect to certain other Clients
equal to a fixed percentage of all realized profits subject to a fixed percentage compound preferred
return, as more fully described in the applicable Governing Documents of each Client.

         Interests in the Funds are offered and sold solely to “qualified purchasers” as defined in Section
2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) (or
qualified knowledgeable Adviser personnel). Only Clients which are “qualified purchasers” will pay
a carried interest to the Adviser.

        Fund Expenses

         The Funds will pay all costs, expenses, liabilities and obligations relating to the Fund’s
activities, investments and business (to the extent not borne or reimbursed by a third party), including
without limitation, (i) Management Fees, (ii) any taxes, fees, duties or other governmental charges or
costs imposed on the Funds and any fees and expenses for the preparation and filing of any

governmental or regulatory reports relating to the Funds or any Portfolio Investment or proposed
Portfolio Investment, (iii) commitment fees and other fees and expenses incurred in connection with
(including expenses of the lender which are required to be paid and legal, accounting, administrative,
audit and other expenses incurred in connection therewith), and principal and interest payable under,
any indebtedness, credit facility or other credit arrangement of the Funds, (iv) accounting fees, third
party fees, fees and expenses of consultants, advisors, third party administrators and custodians,
...

Item 7 - Types of Clients
         As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
to the Funds, which are investment partnerships, or similar entities, which are exempt from registration
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The
investors participating in the Funds may include individuals, banks or thrift institutions, other
investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-
sharing plans, trusts, estates or charitable organizations or other corporations or business entities and
may include, directly or indirectly, the Principal or other employees of the Adviser and its affiliates and
members of their families, and Consultants or other service providers retained by the Adviser. Each
Fund will generally have a minimum investment amount of $5 million for third-party investors in the
Funds, and Fund interests will be offered and sold solely to accredited investors who are also qualified
clients. Such minimum investment amounts may be waived by the Adviser.
         Other Clients may be special purpose vehicles arranged for a single underlying investor.
Finally, the Adviser’s separate account Clients may be other types of institutional investors.