Crescent Capital Group LP

FEES AND COMPENSATION

        Typically, we are compensated for our services through the payment of base management fees
that are expressed as a number of basis points of assets under management (“Management Fees”). In
some situations, we are also entitled to performance allocations (see Item 6, below).

         Management Fees for Funds typically are set at the Fund’s first closing as set forth in the Fund
Documents, and as such are generally non-negotiable. In open-ended Funds that periodically accept new
investors, these fees typically are charged quarterly in arrears while in closed ended Fund management
fees are charged quarterly typically, but not always, in advance. In either case, fees may be deducted
directly from the Funds’ assets. To the extent that fees are assessed or paid in advance by an investor
and the investment is terminated, Crescent would promptly credit any unearned portions of the fee in
accordance with the Fund Documents.

         We also receive compensation from certain borrowers for loan administration services received in
connection with certain private deals in which a Fund invests, Typically, we offset such fees against our
Management Fees, to the benefit of the Fund investors. However, Crescent, including affiliated entities,
retains a portion of such fees in proportion to their investment in a Fund’s General Partner.

        Management Fees for separately managed accounts are negotiable. These fees typically are charged
quarterly in arrears, and investors are typically billed for fees incurred. Crescent may also receive fixed-fee
compensation for non-discretionary services, which is generally lower than its fee for providing investment
advisory services where it has full discretion.

       Certain clients and/or investors may negotiate fees based on the aggregate value of assets managed
by Crescent across all of their separately managed accounts and/or investments through Funds.

        Other Fees and Expenses Associated with Advised Accounts or Funds. Crescent’s Clients and
investors may bear certain other fees, expenses and costs (in addition to the Management Fees, payable to
Crescent) which are incidental or related to the maintenance of a Client account, the operation of Funds or

the buying, selling and holding of investments. These fees may include, but are not limited to: (1)
custodial charges; (2) credit support fees; (3) brokerage fees; (4) fees for administrative services provided
by third parties and/or affiliated entities; (5) fees for professional services provided in-house for Crescent
(to the extent there is a tangible benefit of such services to a Client); (6) commissions and other related
transaction costs and expenses, such as deal fees, origination fees and deferred sales charges; (7)
governmental charges, taxes and duties; (8) transfer fees, registration fees and other expenses associated
with buying, selling or holding investments, such as wire transfer and electronic fund fees; (9) withholding
taxes payable and required to be withheld by issuers or their agents; (10) legal fees incurred in
connection with the discharge of its investment management responsibilities; (11) travel (including first
class airfare if business class is unavailable) and meal expenses; (12) expenses incurred with respect to
investor or limited partner communication, meetings and conferences; (13) audit fees; (14) insurance
expenses; (15) third party valuation services and (16) fees associated with investments in pooled investment
vehicles (the “Other Expenses”). Other Expenses are memorialized in Fund Documents for each respective
Fund.

         Crescent will allocate such Other Expenses in a manner consistent with its fiduciary duty and in
accordance with its relevant policies (as amended from time to time). Often, Crescent will undertake due
diligence with respect to an investment that is not completed (i.e., Crescent incurs “broken deal” expenses).
Crescent seeks to allocate broken deal expenses on a pro rata basis across accounts, Funds and other
investors that regularly co-invested with a Fund in similar deals during the prior year. In certain
circumstances (for example, where a co-investor does not regularly participate in co-investments in similar
deals), Crescent allocates pre-commitment broken deal expenses only to the accounts, funds and other
investors that regularly participate in similar deals and does not allocate such expenses to any co-investors
that do not regularly participate in similar deals.

         Generally, expenses will be charged to the Client(s) on whose behalf the expense was incurred.
Crescent from time to time incurs fees, costs and expenses on behalf of more than one Client. To the extent
fees, costs and expenses are incurred for the account or benefit of more than one Client, each Client typically
will bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment
in the activity or entity to which the expense relates (subject to the terms of each Client’s applicable
governing documents) or in such other manner as Crescent considers fair and equitable under the
circumstances.

         Crescent may on behalf of one Client purchase an interest in another Client when, with respect to
each Client such transaction is i) consistent with its investment thesis, ii) permitted under its controlling
documents and investment guidelines and iii) in accord with Crescent’s fiduciary obligations and in the best
interest of both Clients. Such transactions create actual and potential conflicts of interest if Crescent
receives compensation from each Client and by one Client’s contribution of capital to another Client.
Therefore, as it deems appropriate considering the facts and circumstances of each such transaction,
Crescent may reduce the advisory fees of a Client on whose behalf it invests in another Client by the amount
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TYPES OF CLIENTS

         Crescent primarily provides investment advisory services to private funds, special purpose or single
investor funds, separate accounts and structured products. Crescent manages assets for and markets its
private funds and separate accounts primarily to persons who are “qualified purchasers” (as defined in the
Investment Company Act) and “accredited investors” (as defined in Regulation D under the Securities Act).

        Investors and Clients generally are, but are not limited to, institutional investors (including
insurance companies and public and private pension funds), trusts, estates, foundations, endowments and
other charitable organizations, corporations and high net worth individuals or family offices.

        Fund investors typically invest in excess of $3 million, and separate accounts are generally in
excess of $30 million.

        Client accounts are of varying sizes. If a particular account size is too small, it is possible that a
Client will be unable to participate in certain investments because of a lack of available investment capital
or a minimum investment limit.

         Crescent may from time-to-time enter into letter agreements or other similar arrangements
(collectively, “Side Letters”) with one or more investors that have the effect of establishing rights under,
or altering or supplementing the terms of, the Partnership Agreements or any Subscription Agreement. As
a result of such Side Letters, certain investors may receive additional benefits that other investors will not
receive. Such rights or terms include: (i) additional reporting obligations of the General Partner; (ii) the
waiver of certain confidentiality obligations; (iii) the consent of the General Partner to certain transfers by
such investor; (iv) rights or terms necessary in light of particular legal, regulatory or public policy
characteristics of an investor; (v) agreements to assist with the taking or defending of tax positions, (vi)
different redemption rights or (vii) different economic terms which may be more favorable than those of
the Partnership Agreements. The General Partner is not required to notify any or all of the other investors
of any such Side Letters or any of the rights or terms or provisions thereof, nor will the General Partner be
required to offer such additional or different rights or terms to any or all of such other investors.