Churchill NCPE Advisor LLC

Item 5 – Fees and Compensation

For its investment advisory services provided to Clients, the CAM or an affiliated entity will
typically receive a base management fee at an annual rate of approximately 50 – 150 basis points
based on gross and/or net assets under management (“basic fee”), such fees are generally deducted
from Client accounts. The fee structure for CLOs and CFOs are largely determined by the market

for the products and may fluctuate over time.

The specific management fees and the manner in which such fees are charged by CAM are
disclosed in the relevant Operative Documents to which the Client is a party, with CAM. As a
general matter, fees paid to CAM for its services rendered in connection with managing the
following types of investment vehicles are also described below.

Separate Managed Account Fees

Fees for advisory services provided to separately managed accounts, CAM bills its clients
periodically (which can be as often as monthly) for the management fees for separately managed
accounts. The basic fee schedules charged by CAM for separate accounts are based on a
percentage of the total or average gross and/or net assets of each account as of a particular
determination date and will vary per mandate and may also include an incentive fee charged on a
percentage of profits or earnings above a particular threshold. The minimum account size is,
generally, not less than $100 million.

Pooled or Commingled Investment Account Fees

Fees for advisory services provided to pooled investment vehicles (e.g., commingled unregistered
funds, business development companies (“BDCs”) and closed end funds registered under the
Company Act) are established at a rate based on each investment vehicle’s particular
circumstances, including its investment program, tax, regulatory and contractual restrictions, and
any requirements of applicable law. Fees for such services will be set forth in the Operative
Documents for such client account,. Pooled investment accounts typically have higher fees and
expenses than large separate accounts because there are certain administrative and fund expenses
that do not exist for separate accounts. Pooled investment accounts each have their own
investment parameters as described in their offering materials and may offer breakpoints on fees
for larger investments.

From time to time, CAM may enter into negotiated fee arrangements that, in light of a particular
investor’s special circumstances, may result in fee schedules that differ from the basic fee
schedules referenced above. Such circumstances may include, without limitation, the type of
relationship such investor has with CAM; the complexity and extent of services provided; whether
a new account is expected to grow rapidly; the number of different accounts and total assets under
management for that investor (and its affiliates or related persons); the investment product mix
selected by the investor across any applicable funds or mandates in which it invests, and other
circumstances or factors that CAM deems relevant.

Additionally, CAM and/or the Registrant will from time to time enters into economic and/or other
fee sharing arrangements with respect to one or more their respective Clients and/or certain
limited partners thereof, the rights of which will not generally be made available to other limited

partners.

Agented Loans

Senior loans and junior capital investments purchased for certain accounts may be subject to
certain administration and agency provisions, pursuant to which CAM or its related persons may
act as the administrative agent and/or collateral agent or in a similar capacity. Under these
arrangements and consistent with market practice for senior loans and private credit investments
generally, the obligors with respect to such transactions will typically grant a lien to the agent on
behalf of the lenders and / or secured parties, including any accounts that hold such investment.
The agent is responsible for receiving and distributing payments on the debt instrument to the
lenders or holders, and for administering and enforcing remedies under the documentation
thereof. The agent may arrange for a third-party sub-agent to carry out any or all of such services.
The documentation for the applicable debt instrument may permit the agent to resign with notice
but may not in all cases permit the holders of such instrument to cause such agent to be removed.
CAM or its related persons will receive compensation from borrowers for such agency services,
which compensation generally will not offset any other fees paid to CAM for investment advisory
services.

Transaction Fees

In connection with certain investments (e.g., senior loans), CAM or its affiliates will receive
sourcing, syndication, arrangement, structuring, origination and/or similar fees from portfolio
companies or their owners (“Arrangement Fees”). CAM may receive Arrangement Fees on
investments in which one or more Client invests. The receipt of Arrangement Fees by CAM could
create conflicts of interest as such fees could incentivize CAM to invest in and/or favorably
negotiate financing terms with such portfolio companies. To mitigate such potential conflicts of
interest, CAM’s investment risk procedures are designed to ensure that CAM underwrites such
investments for purposes of its client accounts without regard to such potential economic benefits
to CAM.

CAM may agree on a case-by-case basis to wholly or partially offset such Arrangement Fees
against management fees charged to a Client that invests in the related portfolio companies in
connection with which Arrangement Fees are received. To mitigate the risk that CAM allocates
investments to Client accounts for which any such full or partial waiver does or does not apply,
CAM’s investment allocation procedures are designed to ensure that each Client account is
allocated investment opportunities in all or substantially all senior loans sourced by CAM on a
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Item 7 – Types of Clients

CAM generally provides its services and markets its Client accounts to sophisticated investors,
namely institutional investors and high-net worth individual investors capable of understanding
the risks of their investments, including the following types of investors: insurance companies;
public and private retirement and pension plans; sovereign wealth funds; charitable organizations
(e.g., endowments and foundations); family offices; investment companies; corporations, hedge
funds and funds of funds, and high net worth individuals and their trusts, and other institutional
investors other than those listed herein.

Investors in Client accounts are required to meet certain suitability and eligibility requirements as
set forth in each Accounts Operative Document and/or managed account agreement. In addition,
the minimum investment amount for CAM Account is stated in the applicable Operative
Documents and is subject to waiver. CAM also provides investment advisory and investment sub-
advisory services to Regulated Funds that are marketed to retail investors.