Elm Park Capital Management LLC

Item 5 – Fees and Compensation
Funds
For its services to the Funds, the Adviser receives a management fee (the “Management Fee”) of
1% of committed capital during the Funds’ investment period. In certain circumstances thereafter,
as specifically defined in the Funds' private placement memoranda, the Management Fee is
calculated on invested capital. The Management Fee is billed to investors (the “Limited Partners”)
and payable quarterly in advance.

Limited Partners are also required to fund an amount necessary to reimburse each such Limited
Partner’s share of the organizational expenses of the Fund.

The Adviser also charges the Funds an incentive fee (the “Incentive Fee”) of approximately fifteen
percent (15%) to eighteen percent (18%) of profits, with an eight percent (8%) hurdle rate. A hurdle
rate requires the Funds’ profits to exceed a specified rate of return before the Adviser receives its
performance compensation.

The Adviser has the discretion to reduce the Management Fee or the Incentive Fee in appropriate
circumstances. Generally, the Funds bears all fund expenses as defined in each Fund’s respective
offering memoranda. For a more complete discussion of Fund fees and compensation, please refer
to the Funds’ private placement memoranda.

Sub-Advisory Services
The Adviser’s fees and compensation for sub-advisory services are governed by the terms and
conditions of each sub-advisory agreement. Each such agreement is individually negotiated, and
therefore fees and compensation vary greatly between them. Fund investors should reference the
Funds’ private placement memoranda for a more complete discussion of these sub-advisory
agreements.

Special Consultants
Additionally, as may be described in the Funds’ governing documents, the Adviser may retain
certain other companies and individuals (“Special Consultants”) to provide services to, or in
connection with one or more investment opportunities or a certain current or prospective portfolio
investment. Such Special Consultants generally provide services in relation to the identification,
acquisition, holding, and/or improvement of investment opportunities. Special Consultants
receive compensation that may include cash fees, retainers, transaction fees, co-investment rights
or other incentive-based compensation, which may be determined according to one or more
methods. Additionally, the Adviser may provide opportunities for Special Consultants to invest in
such portfolio opportunities and reimburse costs and expenses incurred by Special Consultants.
Special Consultants also may receive remuneration from the Adviser or affiliates and/or be
entitled to other forms of compensation. Such investment opportunities, reimbursements and other
compensation paid to a Special Consultant generally will not offset the Management Fee.

 Elm Park Capital Management, LLC

Item 7 – Types of Clients
The Adviser provides investment management services for six privately pooled investment
vehicles, Elm Park Credit Opportunities Fund, L.P., Elm Park Credit Opportunities Fund II, L.P.,
Elm Park Credit Opportunities Fund III, L.P., Elm Park Credit Opportunities Fund (Canada), L.P.,
Elm Park Credit Opportunities Fund II (Canada), L.P., and Elm Park Credit Opportunities Fund III
(Canada), L.P. The Adviser also provides non-discretionary sub-advisory investment management
services to an SEC registered investment adviser. The minimum initial investment for the Funds is
one million dollars ($1,000,000), though lesser amounts may be accepted at the sole discretion of
the Fund’s General Partner.