Diameter Capital Partners LP

Item 5. Fees and Compensation

A brief summary of the fees and compensation that is paid to the Firm for its advisory services is provided below with
respect to each Advisory Client, but this summary is qualified in its entirety by the governing documents of each
Advisory Client. Depending on the type of Advisory Client, such governing documents include private placement
memoranda or offering circulars, limited partnership agreements, memorandum and articles of association, indentures
and collateral management agreements (the “Governing Documents”). It is critical that investors invested in any
Advisory Client carefully review the Advisory Client’s Governing Documents in order to fully understand how
the Firm and its affiliates are compensated for its advisory services and reimbursed or paid for their expenses.

Management Fee paid by Funds (Asset-Based Compensation)

The management fee applicable to each Advisory Client varies and is described in detail in the applicable Governing
Document of each Advisory Client.

With respect to the Evergreen Funds, the Firm is paid an asset-based management fee generally charged at a rate that
ranges from 1.125% to 1.625% per annum (depending on the series of interests/shares) of the net assets of the
respective fund. With respect to the Dislocation I Funds, the Firm is paid an asset-based management fee generally
charged at 1.0% to 1.5% per annum (depending on the date and the amount of capital commitment). With respect to
the Dislocation II Funds, the Firm is paid an asset-based management fee generally charged at 1.25% to 1.5% per
annum (depending on the date and the amount of capital commitment). With respect to the Dislocation III Funds, the
Firm is paid an asset-based management fee generally charged at 1.00% to 1.50% per annum (depending on the date
and the amount of capital commitment). With respect to the IG Fund, the Tree Fund, the PCF Fund and the DIF Fund,
the Firm is paid an asset-based management fee charged at less than 1.0% per annum. The Firm does not earn a
management fee from the DCMALT Fund or the BBB Fund. The Firm does not earn a management fee directly from
the CLO Equity Fund, though the CLO Equity Fund will invest in certain CLOs managed by the Firm, and the Firm
will receive management fees from those vehicles. The management fees for the applicable Funds are charged and
paid quarterly in advance to the Firm, based on the value of the assets as of the beginning of each quarter, and are
charged pro rata to each investor’s interests in the respective Fund. The management fee with respect to a Fund is
calculated by the Fund’s administrator and deducted by the administrator and paid to the Firm pursuant to instructions
from the Firm. If an investor invests in a Fund during a quarter or makes an additional subscription during a quarter,
the management fee will be charged as of the effective date of the subscription or the date of the additional subscription
based on the value of the assets as of the applicable date and will be prorated for the number of months remaining in
the quarter. If an investor withdraws from an Evergreen Fund, the IG Fund, the Tree Fund, the PCF Fund or the DIF
Fund prior to the end of a calendar quarter, the investor will generally be granted a pro rata reimbursement of any
management fees paid for the remaining quarter. There are no withdrawal rights associated with the Dislocation
Funds.

Incentive Allocation (Performance-Based Compensation)

The performance-based compensation, or incentive allocation, applicable to each Fund is described in more detail in
the applicable Fund’s Governing Documents. The General Partner (or another affiliate of the Firm) receives an annual
incentive allocation from the Evergreen Funds and the DCMALT Fund, which is calculated, in each case, based on a
share of net capital appreciation of the assets of an investor in the Evergreen Funds or the DCMALT Fund,
respectively. The performance-based compensation applicable to each Evergreen Fund varies, and will generally be
calculated at a rate that ranges from 12.5% to 21.0% (depending on the series of interests/shares) and is subject to a
loss carryforward. With respect to certain of the series of interests/shares, other factors apply to the calculation of the
incentive allocation, which may result in a further reduced and/or no incentive allocation to the General Partner. The
performance-based compensation applicable to the DCMALT Fund will generally be calculated at a rate of 10.0%
and is subject to a loss carryforward. There is no performance-based compensation applicable to the IG Fund, Tree
Fund, the PCF Fund, the DIF Fund or DPRR. Incentive allocations are generally determined at year end. Exceptions
occur when an investor withdraws/redeems from a Fund, in which case the incentive allocation is determined and
allocated at such time. Details related to the calculation of incentive allocation are provided in each applicable Fund’s
Governing Documents.

The incentive allocation with respect to a Fund is calculated by the Fund’s administrator, and deducted by the
administrator and reallocated to the General Partner pursuant to instructions from the Firm. Incentive allocation is
made to the General Partner as a reallocation of profits.

Carried Interest (Performance-Based Compensation Based on Distributions)

The carried interest applicable to the Dislocation Funds, the BBB Fund and the CLO Equity Fund is described in
greater detail in the relevant Fund’s Governing Documents. The general partner receives carried interest once it has
made a distribution to all limited partners in the fund that exceeds the capital contributed by the limited partners and,
to the extent applicable, a hurdle rate of return that can vary from fund to fund. There is a general partner catchup,
after which distributions are split between the general partner and the limited partners pursuant to the relevant carried
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Item 7. Types of Clients

DCP provides investment advisory services to the Funds, which are evergreen and closed-end investment funds, CDOs
and CLOs. DCP also provides investment advisory services to customized funds. DCP may provide investment
advisory services to additional Advisory Clients, including separately managed accounts in the future.

With respect to the Funds, any initial and additional subscription minimums from investors are disclosed in the
relevant Governing Documents; however, the General Partner has discretion to waive the minimum amounts and
accept lesser subscription amounts. The General Partner exercises its discretion to waive the minimum subscription
amounts on a case-by-case basis. With respect to the CDOs and the CLOs, the Governing Documents of the CDOs
or the CLOs, as applicable, specify any minimum investment amounts.

Generally, the minimum investment in the Advisory Clients for investors who are not affiliated with DCP ranges from
$50,000 to $10,000,000 (depending on the Advisory Client and specific series of interest being subscribed to).

Investors in the Advisory Clients can include institutional investors (including funds of funds, pension plans,
charitable organizations, and sovereign/governmental investors), high net worth individuals, family offices and
employees of the Firm. U.S. investors must be “accredited investors” under the meaning of Regulation D of the
Securities Act of 1933, as amended and “qualified purchasers” or “knowledgeable employees” (as defined in Section
2(a)(52) of the Investment Company Act of 1940, as amended). Certain employees of DCP, their family members, or
entities formed for the benefit of these individuals can also invest in the Advisory Clients, to the extent permitted by
applicable laws and regulations.