Elmwood Asset Management LLC

Item 5. Fees and Compensation

    A. Advisory Fees and Compensation

    Elmwood generally receives management fees, incentive fees (or “performance fees”) or both in connection with the
    investment management and/or collateral management services it provides to Clients. The particular fees applicable
    to a Client are set forth in the investment advisory agreement applicable to such Client or, in the case of a Fund, are
    described in the applicable governing documents or disclosure documents, as applicable.

    Existing and prospective investors should be aware that Elmwood’s fees may change over time and that different fee
    schedules may apply if Elmwood adopts new investment strategies or adds Clients in an existing strategy, or a
    prospective investor negotiates a different fee schedule. Thus, different investors (including those with the same
    investment strategy), including different investors in the same Fund, may pay different fees based on, among other
    things, rebates and investment dates.

    Elmwood does not maintain a fixed fee schedule for Clients. Specific fee arrangements applicable to any Client are
    generally subject to negotiation in Elmwood’s sole discretion based on, among other factors, the nature of the strategy
    and services to be provided by Elmwood, total market value invested with Elmwood, regulatory and reporting
    requirements, requested customization, and any other relevant factors, including employment or familial relationships
    with Elmwood, its affiliates, or the principals thereof. Fees may be calculated based on various factors, including in
    the case of certain Clients, the total principal amount of assets held by the Client.

    Management Fees. CLO management fees are generally structured such that a portion of the fee is payable as a senior
    management fee and another portion is payable as a subordinated management fee. The senior management fee has a
    higher priority in a CLO’s priority of payment waterfalls whereas the subordinated management fee generally ranks
    below principal and interest payments to senior note holders in the payment waterfalls. Management fees in respect of
    other Clients may vary from Client to Client as described above and may be based on a Client’s total assets, net assets,
    aggregate principal amount of loans held, or any other basis, or a combination of any of the foregoing.

    Incentive Compensation (Performance-Based Compensation). Elmwood may receive incentive fees in connection with
    CLOs for which it serves as collateral manager (and may receive similar performance-based compensation or carried
    interest in connection with other Clients in the future). Such compensation constitutes a percentage of a CLO’s cash
    flow in excess of a specified preferred return or hurdle rate for the CLO. The specific performance-based
    compensation, payment terms, and calculation and valuation methods applicable to a CLO are described in such CLO’s
    governing documents.

    B. Payment of Fees

    Management fees are deducted from each CLO’s assets quarterly. Investors do not have the ability to choose to be
    billed directly for fees incurred. Incentive Compensation is paid following the satisfaction of certain investment
    performance criteria.

    C. Additional Fees and Expenses

    Consulting Fees

    Elmwood may be compensated for consulting services subject to the scope and terms of individual consulting service
    arrangements.

    Other Expenses

    Each Client will pay certain other fees, expenses, and costs (in addition to the Firm’s management fees and
    performance-based compensation, if applicable). Such fees, expenses and costs will typically include, but are not
    limited to: fees, costs and expenses related to the purchase, holding and disposition of assets (to the extent not
    reimbursed); research expenses, consultants, operator or servicer fees; due diligence related to the analysis, monitoring

    or valuation of investments, including transactions not consummated; costs and expenses related to indebtedness
    incurred by a Client; taxes, fees or other governmental charges levied against a Client; investment-related expenses;
    auditing and tax preparation expenses; custodial expenses; brokerage commissions or fees; professional fees; expenses
    related to rating agencies and preparing reports to investors; reasonable travel expenses undertaken in connection with
    Elmwood and its employees performing their duties; fees and expenses of accountants and counsel; costs of insurance;
    litigation and indemnity expenses; the cost of asset pricing and asset rating services, compliance services, software,
    accounting, programming and data entry costs associated with Elmwood’s investment activities; costs of dissolving
    and winding up investment programs; and other extraordinary expenses. In the case of each Client, a more detailed
    description of the expenses borne by the Client will generally be included in such Client’s governing documents. In
    certain cases, as described in the applicable governing documents, certain of such expenses may be paid to Elmwood
    or its affiliates based on the extent of services provided by them to a Client (e.g., certain administrative and compliance
    expenses, software-related expenses and overhead of Elmwood or its affiliates).

    Certain of the expenses borne by a Client may also be incurred by, or allocable to, other Clients or Elmwood. Therefore,
    from time to time, Elmwood will be required to determine how certain costs and expenses are to be allocated among
    multiple Clients and Elmwood or both. This analytical process is inherently subjective, and Elmwood may be viewed
    as biased in making such determinations. The allocation of expenses presents an inherent conflict of interest, as
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Item 7. Types of Clients

    As described in Item 4 “Advisory Business”, Elmwood advises CLOs and in the future may advise SMAs. In addition,
    Elmwood has established loan accumulation facilities that will provide loans for CLOs. Investors in certain loan
    accumulation facilities and CLOs include Elmwood affiliates. Other CLO investors may also include banks, family
    offices, endowments, pensions, and other institutional investors.

    In general, investors in Funds must be (1) (a) “accredited investors” under Regulation D under the Securities Act (and
    generally limited to institutional accredited investors), and (b) “qualified purchasers” under Section 2(a)(51) (A) of the
    Investment Company Act or “knowledgeable employees” under Rule 3c-5 under the Investment Company Act or (2)
    not “US Persons” as defined under Regulation S of the Securities Act, for Funds domiciled outside of the US. In some
    cases, investors in a CLO may be required to be “Qualified Institutional Buyers” as defined by Rule 144A under the
    Securities Act.

    Minimum investment amounts for Funds are set forth in the fund documentation. Minimum amounts for SMAs will
    be individually negotiated with clients with Elmwood deciding the appropriate minimum amount considering, among
    other things, the nature of the investment strategy and investment objective. Accordingly, there is no set minimum
    amount for SMAs and such amounts could vary.

    Possible Future Activities

    Elmwood and its affiliates may expand the scope of their businesses, and the range of services they provide, which
    could include businesses or investment vehicles that compete with Clients. Clients should not expect to receive any
    benefit from the fees or profits derived from the future activities or other businesses of Elmwood. There are limited
    restrictions on Elmwood’s ability to do so even if such activities could give rise to conflicts of interest.