Cerberus Capital Management LP

FEES AND COMPENSATION

A.      Advisory Fees.

Management Fees

With respect to Clients that are structured as hedge or liquid funds, the Adviser or one of its
Affiliates is generally paid a quarterly management fee of 1% to 2% per annum of the aggregate
net asset value of each investor’s capital account or series of shares, as applicable. With respect
to Clients that are structured as private equity or commitment funds, the Adviser or one of its
Affiliates is generally paid a quarterly management fee of 1% to 2% per annum of total
committed capital, called capital invested (at cost), total assets under management or net asset
value. Management fees are generally paid quarterly in advance but may be paid quarterly in
arrears or may be paid on an annual basis. Fees applicable to a specific Client are detailed in
each Client’s Governing Documents and certain Clients may pay different fee rates and/or
additional fees compared to other Clients. Such additional fees negotiated by specific Clients
include both fixed fees, and fees calculated as a percentage of certain assets or all assets held.

Performance-Based Allocations or Fees

With respect to Clients that are structured as hedge or liquid funds, an Affiliate of the Adviser
is generally allocated or paid an annual performance-based allocation or fee of 15% to 20% of
the net gain earned by each investor subject to a high-water mark and, in certain cases, a hurdle
rate (as set forth in the Client’s Governing Documents). Certain Clients structured as hedge or
liquid funds subject this performance-based allocation or fee to a preferred return to investors
and a catch-up allocation to the Affiliate. With respect to Clients that are structured as private
equity or commitment funds, an Affiliate of the Adviser is generally allocated or paid a
performance-based allocation or fee of 15% to 25% of the proceeds realized upon the
disposition of the assets of such Client, subject to the return of capital contributions to investors
and, often, subject to a preferred return to investors (as set forth in the Client’s Governing
Documents), catch-up distributions to the Affiliate and/or other performance hurdles; provided
that certain Clients are not subject to a preferred return. In certain cases, a Client structured as
a private equity or commitment fund pays an Affiliate a portion of its performance-based
allocation or fee prior to the disposition of the assets of such Client. Fees applicable to a
specific Client are detailed in each Client’s Governing Documents.

Transaction-Related Fees

In connection with investments made by certain Clients and as part of our advisory
compensation, the Adviser, its affiliates, or its personnel will receive, directly or indirectly,
arrangement, origination, underwriting, placement, commitment, closing, upfront, ticking,
prepayment, agency, structuring, monitoring, syndication, consent, amendment, modification,
waiver, consulting, advisory, asset management, portfolio investment transaction, servicing,
financing, directors’ or other transaction or investment-related fees, points or equivalents or
similar fees, proceeds or other compensation, including break-up fees and termination fees,
from portfolio investments, issuers or borrowers in which one or more Clients invest or propose

to invest. The potential for the Adviser, its affiliates, or its personnel to receive these economic
benefits creates a conflict of interest, as the Adviser has an incentive to seek to invest in
portfolio investments that provide such benefits. To help mitigate such conflict, a pro rata
portion of such transaction-related fees that the Adviser, its affiliates or personnel receives and
retains are generally offset against management fees otherwise payable to the Adviser by the
relevant Client or Clients or otherwise provided for the benefit of such Clients or Clients, in
each case, to the extent set forth in such Clients’ Governing Documents. See Item 10,
“Ancillary Fees; Management Fee Offsets.” However, for certain Clients, to the extent set
forth in such Clients’ Governing Documents, the Adviser, its affiliates or personnel will receive
and retain certain categories of such transaction-related or portfolio investment-related fees,
proceeds or other compensation as a part of the Adviser’s compensation and such amounts will
not be offset against management fees payable by such Clients or otherwise be provided for
the benefit of such Clients. As a result, certain types of fees or other proceeds or compensation
could be offset against management fees for, or otherwise provided for the benefit of, some
Clients and not others. The Adviser is not obligated to offer any particular fee, offsetting or
other economic arrangements to any Client when we offer such arrangements to other Clients
except as set forth in the relevant Governing Documents. Where certain types of transaction-
related or portfolio investment-related fees, proceeds or other compensation are received and
retained by the Adviser, its affiliates or personnel without any offsetting arrangements or with
only partial offsetting arrangements, determining whether the applicable economic benefit
received in connection with a portfolio investment is deemed to be of the type that is fully,
partially or not offset against management fees requires that the Adviser exercise judgment,
which creates a conflict of interest between Clients and the Adviser. Additionally, in such
circumstances, the Adviser is incentivized to structure transactions to generate the type of fees,
proceeds and other consideration that would be so retained or partially retained by it, its
affiliates or its personnel and not be offset, or only be partially offset, against management
fees.

Collateralized Loan Obligations

With respect to Clients structured as collateralized loan obligations (“CLOs”), an Affiliate of
the Adviser is generally paid a quarterly management fee of 1% per annum. For any Clients
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TYPES OF CLIENTS

The Advisers provide investment management services and advice to the Clients (including
CLOs, single investment SPVs and managed accounts) and certain Co-Investors.

The offering documents of each Client may set minimum amounts for investment by
prospective investors in such Clients. These minimum amounts may be waived by the Adviser
or an Affiliate.