Coliseum Capital Management LLC

Item	5:       Fees	and	Compensation

A. Fee	Schedule;	Prepayment	of	Fees	and	Refunds,	Payment	Method

Private	Investment	Funds

We receive management fee and performance-based compensation for our advisory services to
CCP, CCP II, CCC III and CCC IV. Investors in CCP, CCP II, CCC III and CCC IV are all “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act, and, as a result,
further information regarding the fees and compensation payable by CCP, CCP II, CCC III and CCC
IV in connection with our advisory services is not required to be provided herein.

Our investment management agreement with each Fund is terminable upon expiration of the
Fund’s term, dissolution or the withdrawal of the General Partner. Investors may be limited in
their ability to terminate their investment in the Fund. Investors should refer to each Fund’s
Governing Documents for additional or supplementary information regarding such limitations as
well as the fees paid by the Fund.

Separate	Accounts	and	Consulting	Clients

We deliver our brochure only to clients or prospective Clients that are “qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act, and, as a result, further information
regarding the compensation payable by such Clients in connection with our advisory and
consulting services is not required to be provided herein.

B. Other	Fees	and	Expenses

Each Fund bears the expenses of its organization (subject to any maximum amount set forth in
the Governing Documents) and all operational expenses incurred in connection with the
purchase, sale, financing and refinancing of investments, and the fees and expenses of
third-party service providers to the Fund. Such expenses generally will include but are not
limited to the following, but vary depending on the applicable Fund:

       (a) all trading costs and expenses (such as, for example, brokerage commissions and
       charges, expenses relating to short sales, clearing and settlement charges, option
       premiums and custodial and service fees, including, for avoidance of doubt, charges
       related to outsourced trading services, costs or expenses of portfolio and trading
       related software or equipment, for example, trade order management software and
       portfolio and risk management systems, and quotation services such as those provided
       by Bloomberg, Reuters or similar providers,
       (b) interest and commitment fees on loans and debit balances (on margin or
       otherwise),

       (c) the costs and expenses of negotiating and entering into contracts and arrangements
       and making investments in the ordinary course of the Fund’s activities (such as
       brokerage, legal, accounting, investment banking, appraisal and other professional and
       consulting fees and expenses arising from particular investments and potential
       investments), and similar expenses in terminating those contracts and arrangements
       and disposing of the Fund’s investments, including, for avoidance of doubt,
       research-related fees and expenses, such as the costs and expenses incurred in
       connection with (1) any third-party research consulting, (2) research reports and
       services, and (3) research-related data, software and equipment (such as subscription
       fees, data feeds and publications, technical and performance measuring data, newswire
       charges and online research fees),
       (d) all expenses incurred in visiting companies and attending research conferences (for
       example, air fare, hotel accommodations and meals),
       (e) costs associated with registering the Fund’s restricted securities,
       (f) costs and expenses associated with regulatory filings of the Fund, Coliseum and
       Coliseum’s affiliates relating to the Fund (including, but not limited to, Form PF and
       filings required by section 13 of the Securities Exchange Act of 1934, as amended, the
       Corporate Transparency act, Bureau of Economic Analysis or FinCEN),
       (g) all costs and expenses incurred in attempting to protect or enhance the value of the
       Fund’s investments (including the costs of instituting and defending lawsuits or
       engaging in proxy contests or tender offers),
       (h) income taxes, gross receipts taxes or other taxes related to the Fund, withholding
       taxes, transfer taxes and other governmental charges and duties,
       (i) fees and reimbursement for out-of-pocket expenses of any administrator,
       (j) fees and charges of custodians, clearing agencies and banks,
       (k) bookkeeping, recordkeeping, legal, accounting, auditing, tax preparation and all
       professional, expert and consulting fees and expenses arising in connection with the
       Fund’s activities, including (1) fees and expenses of counsel for the Fund and Coliseum
       or one or more officers, members or managers of Coliseum and (2) fees, costs and
       expenses of accounting, bookkeeping and recordkeeping services of any administrator
       or any other service provider retained by Coliseum to assist it in performing services
       for the Fund,
       (l) all fees, costs and expenses of offering and selling Interests and communicating with
       Investors (including, without limitation, airfare, hotel accommodations, meals and other
       travel expenses, communications costs, the costs of printing and distributing offering
       materials, subscription materials, reports and notices, legal and accounting fees and
       expenses and governmental and self-regulatory agency filing fees, costs and expenses),
       (m) insurance policies as Coliseum considers appropriate, insuring the Fund, Coliseum
       and their affiliates against liabilities that may arise in connection with the business or
       management of the Fund,
       (n) proxy voting services and class action services, and
...

Item	7:       Types	of	Clients

We provide investment advisory services to the Funds, Separate Accounts and Consulting
Clients. We do not provide any services to Investors in the Funds other than certain Separate
Account clients or Consulting Clients with whom we have advisory or consulting agreements. In
the past, we required a minimum of $50 million to open a Separate Account, but we may waive
or increase that minimum if we were to consider managing other Separate Accounts in the
future. At this time, it is not anticipated that Coliseum will provide advice to Separate Account
clients or Consulting Clients that are “retail investors” as defined by Rule 204-5(d)(2) under the
Advisers Act.

We generally require Investors and Clients to make representations concerning their financial
sophistication and ability to bear the risk of loss of their entire investment in the Fund or
Separate Account.

Investors in the Funds must be “accredited investors” under Regulation D under the Securities
Act and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act.
Certain employees of Coliseum who qualify as “knowledgeable employees” under Rule 3c-5 of
the Investment Company Act may be permitted to invest directly or indirectly in the Funds.