CIFC Investment Management LLC

Item 5. Fees and Compensation

The Advisers’ fees are negotiable. For CLOs, these fees typically include a senior management fee, a
subordinated management fee and incentive management fees. For non-CLOs, these fees typically include
management fees and/or incentive fees.

Specific fee rates and fee calculation methodology are agreed upon at the time the Client is established and

are described in the Client’s governing documents.

The Advisers do not have a set fee payment schedule. Although fees are typically determined and paid
quarterly (other than incentive management fees, which are paid following satisfaction of certain investment
performance criteria), fees can be payable monthly or quarterly, either in arrears or in advance, depending
on the Clients’ governing documents. Fees are calculated as a percentage of either the assets under
management (“AUM”), the net asset value or the aggregate investment acquisition cost of the relevant
Client’s portfolio, as agreed upon by the Advisers and the Client.

For CLO Clients, the Advisers’ fee rates generally remain for the life of the CLO. For non-CLO Clients, the
Advisers and the Client may agree on revised fee rates at a later date following initial onboarding. The
Advisers maintain the discretion to waive or reduce all or part of its fees with respect to certain Clients, or
the Advisers’ employees and affiliates who invest in Clients.

The Advisers’ fees are described in each Client’s governing documents, which are finalized when the Client
advisory relationship is established. Fees are calculated periodically by the Client’s administrator and/or
custodian (or in the case of the CLOs, the trustees), with the exception of certain Clients that require the
Advisers to calculate the fees (based on the specific fee rates and methodology in each Client’s constituent
documents), and paid by the administrator and/or custodian or the Adviser (if no administrator or custodian)
on behalf of the Client to the Adviser. Fees are deducted from Client assets by the administrator, custodian
and/or Adviser (e.g., where there is no administrator or custodian).

Under the Clients’ governing documents, Clients generally reimburse the Advisers for certain out-of-pocket
expenses incurred by the Advisers, or by third parties engaged by the Advisers or by the Client directly, in
connection with the advisory services provided.

Among other things, Clients may reimburse the Advisers for fees and expenses, which include but not limited
to: legal (including organizational and offering expenses); registration, government fees, and registered
office fees; accounting or bookkeeping fees; tax preparation and filing; consultant, independent appraiser or
auditors, accountants or other professional expenses; expenses relating to compliance-related matters and
regulatory filings; administration, custodial or depositary fees (including expenses related to appointments
or changes of such); bank service fees; finder fees, assignment fees, trade execution and settlement fees
(including related counsel fees), brokerage fees and commissions; reporting expenses; investment
administrative systems, software license and any information technology expenses related to the research,
making, holding, monitoring and disposing of investments, including systems, software, hardware, licensing,
payments made to consultants and costs and expenses for research-related market data and other services
used in connection with the investment activities of the Client and the maintenance of such infrastructure;
related travel (including those related to conferences, portfolio company on-site visits or the Advisers’
involvement in portfolio companies’ board of directors (or similar) meetings); rating agency, market related
data, investment related subscriptions, investment pricing and valuation services (e.g., Bloomberg, Markit,
Lincoln International LLC); expenses related to any limited partner advisory committee or investor meetings;
portfolio management services, charges, duties, fees and any other costs (including broken-deal costs),
incurred in acquiring, holding, selling or otherwise managing or disposing or hedging against any changes
in the value of a Client’s assets or investment opportunities, income withholding or transfer taxes; litigation
(including discovery requests) and other extraordinary expenses; insurance expenses, marketing-related
expenses; third party support expenses (including for marketing, settlement, technology and research not
otherwise described herein), and any other out-of-pocket, third-party expenses that the Advisers determine
to be allocable to a Client, if any.

A service provider may be affiliated with the Advisers, in which case the Advisers use commercially
reasonable efforts to ensure that the services are on terms that are no less favorable than would apply in an

arms-length transaction. Expenses are generally allocated among Clients monthly, typically based on each
Client’s AUM as of the previous month-end, and invoiced quarterly. Such allocations may not necessarily
be on a pro rata basis and a Client may bear more than its pro rata share of expenses.

The Advisers’ Clients generally pay other fees and expenses in connection with the Advisers’ advisory
services relating to the establishment or ongoing operation of the relevant Client. The types of such fees and
expenses depend on the nature of the Client and the written agreement with the Client. The additional fees
and expenses may include those of a trustee, custodian, collateral administrator, administrator, accountants,
lawyers, registered agent, rating agencies and regulators. If the Client is an investment fund, the additional
fees may include certain of the above fees and also franchise taxes, ongoing entity maintenance fees payable
in jurisdictions where the applicable fund is organized and/or doing business, securities brokerage
...

Item 7. Types of Clients

CIM provides discretionary investment management services to Investment Companies (pursuant to a sub-
advisory arrangement with the Investment Companies’ investment advisers).

The Advisers collectively provide investment management services primarily to CLOs, to private funds and
to separately managed accounts (including funds-of-one) that invest in corporate, structured and
opportunistic credit, and/or in direct lending.

Minimum initial investment and eligibility criteria for each CLO or private fund is described in the applicable
fund's offering documents or subscription application materials. The private funds generally require a
minimum initial investment of $5 million, subject to the sole discretion of each fund’s general partner to
accept lesser amounts.

The Advisers’ relationships also include Co-Investors, who are generally not advisory Clients of the Advisers
in the same capacity as the Clients described herein.