Clearlake Capital Asset Management LLC

Item 5 Fees and Compensation

In consideration for CCAM’s investment advisory and other services, CCAM generally is entitled to receive
management fees, and performance fees, with respect to the CLOs. While the fees and compensation
applicable to each Client are described in detail in the applicable governing/ constituent documents and/or
collateral management or investment management agreements, an overview of CCAM’s basic fee schedule
is summarized below. A potential investor should read and review all governing documents in their entirety
before making any investment decisions.

Fee Schedules

CLOs

    CCAM receives management fees in connection with the investment management services it provides
    to each of its CLO clients and is also permitted to receive performance fees, carried interest, or other
    incentive compensation related to the performance of each CLO. Such management fees, carried
    interest, performance fees, or other compensation are generally established at the beginning of the
    advisory relationship with each CLO. Specific details of such compensation and its method of
    calculation are set out in the offering materials, disclosure documents, collateral management
    agreements, and the constituent documents of each CLO. Such compensation, once the relevant CLO
    is established, is generally not negotiable, though CCAM has, and may in the future, enter into strategic
    partnerships, side letter agreements, or other arrangements with specific investors in the CLOs whereby
    such investors receive direct or indirect reductions of management fees or other compensation payable
    with respect to their investments managed by CCAM, in each case consistent with the constituent
    documents of each CLO. CCAM receives management fees from its CLO clients as part of the regular
    quarterly distributions for each CLO as set forth in the indenture for each CLO and CCAM’s collateral
    management agreement for such CLO.

    CLO Management Fees

    CCAM charges management fees at an annual rate of up to approximately 0.50% of the defined asset
    value calculated for each CLO for which it provides investment advisory services. Such management
    fees are generally structured with a portion of such fee payable as a senior management fee and a portion
    payable as a subordinated management fee. Management fees are typically payable quarterly in arrears
    and are dependent in part on certain cash distribution constraints set forth in the constituent documents
    for each CLO. The specific management fees, payment terms, and calculation and valuation methods
    for each CLO are described in detail in the offering documents for each CLO.

    CLO Performance-Related Compensation

    CCAM is also permitted to receive performance fees, carried interest, or other incentive compensation
    from the CLOs. Such performance fees generally constitute an amount of up to 20% of the CLO’s
    excess cash flow in excess of the relevant preferred return or hurdle rate for each CLO. The specific
    performance fees, payment terms, and calculation and valuation methods for each CLO are described
    in detail in the offering documents for each CLO.

   Other Expenses Related to CLOs

   In accordance with the terms of the CCAM’s collateral management agreements with the CLOs, the
   CLOs generally reimburse CCAM from time to time for certain out-of-pocket expenses related to the
   services provided by CCAM and third parties to the funds. Among other things, the CLOs typically
   reimburse CCAM for fees and expenses relating to establishing the fund, accountants, rating agencies,
   loan pricing services, software providers, custodial fees, commissions, trade settlement fees, legal and
   consultant fees and expenses, software or information technology fees and expenses of CCAM
   primarily related to the provision of services to the client account, exchange fees, bank service fees,
   income withholding or transfer taxes, and fees of other service providers. To the extent such expenses
   relate to more than one CLO managed by CCAM, such expenses are allocated among fund accounts,
   typically pro-rata based on net assets of each CLO for the applicable allocation period.

   The CLOs typically also pay other fees in connection with CCAM’s advisory services relating to the
   establishment or ongoing operation of the funds. These additional fees may include those of the CLO’s
   trustee, collateral administrator, administrator, accountants, lawyers, rating agencies, and regulators.
   The CLOs also bear any brokerage commissions, mark ups/downs or other transaction fees for the
   CLO’s investment and brokerage transactions. As noted above, the CLOs bear expenses related to
   portfolio transactions. Please see Item 12 – Brokerage Practices for a discussion of CCAM’s brokerage
   practices.

   Pursuant to the mandates of certain non-CLO clients, CCAM may and does invest such client assets in
   the equity and debt tranches of various CLOs, including but not limited to CLOs managed by CCAM
   and Trinitas. When a client invests in a CLO, they will pay two sets of fees and expenses, those charged
   and incurred/allocated by CCAM, and those charged and incurred/allocated by the CLO manager.
   Neither CCAM nor Trinitas apply any management fee offset for client assets invested in a CCAM or
   Trinitas CLO. To the extent CCAM causes a client to invest in a CCAM or Trinitas CLO, there
   potentially will be an apparent conflict of interest, because CCAM and/or its affiliate will collectively
   earn two sets of management fees on the same assets.

RIC

   Subject to the provisions of a sub-advisory agreement with the RIC, CCAM will provide a continuous
   investment program for the Client and determine the composition of the assets of the Client, including
   the determination of the purchase, retention or sale of the securities, cash and other investments for the
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Item 7 Types of Clients

As discussed in Item 4 of this Brochure, CCAM provides investment advisory services to CLOs, a Private
Fund, and certain Institutional Accounts, and investment sub-advisory services to the RIC and other
Institutional Accounts. Investment in the CLOs is generally only available to institutional investors and
certain high net worth individuals that are “accredited investors” and “qualified purchasers” or non-“U.S.
persons” within the meaning of the Securities Act of 1933 (the “Securities Act”) and the 1940 Act, as
applicable. The CLOs may have a specified minimum investment amount set forth in their offering
documentation. These minimum amounts may be subject to discretion on the part of CCAM to permit a
smaller investment amount with respect to any investor in a particular CLO. CCAM anticipates that a broad
range of institutional investors and high net worth individuals meeting the criteria set forth above will invest
in CLOs managed by CCAM.

In addition, CCAM may, from time to time serve as the general partner or manager, or otherwise
administrate, certain private funds formed for the purpose of facilitating investments by investors in the
CLOs it manages, potentially during the term of a CLO.

Generally, investors participating in the Private Fund are required to meet certain suitability and net worth
qualifications, such as being either (i) an “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act and that, in each case, are also a “qualified purchaser”
as defined in Section 2(a)(51) of the 1940 Act; or (ii) a non-U.S. person in accordance with the requirements
of Regulation S under the Securities Act and applicable eligibility requirements of the Private Fund; and
(iii) in accordance with any other applicable law. As such, the Private Fund, CCAM manages is exempt
from registration as an investment company through the exemption provided by Section 3(c)(7) of the 1940
Act.

This Brochure is not an offer (or solicitation of an offer) to invest in Funds or otherwise obtain CCAM’s
advisory services. Prior to investing in any Fund, an investor should review the relevant offering materials
for important information concerning the objectives, policies, strategies, risks, fees, and other important
information regarding a Fund as set forth in the prospectus, confidential private offering circular, or private
offering memorandum for such Fund. Although this publicly available Brochure describes investment
advisory services and products of CCAM, persons who receive this Brochure should be aware that it is
designed solely to provide information about CCAM as necessary to respond to certain disclosure
obligations under the Advisers Act. As such, the information in this Brochure may differ from information
provided in the relevant governing documents for the Funds. More complete information about each Fund

is included in its relevant governing documents. To the extent that there is any conflict between discussions
herein and similar or related discussions in any governing documents for a Fund, the relevant governing
documents shall govern and control.