Haussmann 1864 Capital Management LLC

Item 5 – Fees and Compensation

Management Fees

CLO Funds generally compensate Haussmann 1864 and Liberty Advisors for their investment
management services through annual management fees based on either an agreed fixed rate or the
value of the assets held by the CLO Funds, in each case payable quarterly in arrears. Management
fees may include both a base management fee and a subordinated management fee, and are shared
by Haussmann 1864 and Liberty Advisors equally. Advisory fees paid by each CLO Fund are
negotiated on a fund-by-fund basis. Fees are debited from the assets of the CLO Fund by the
relevant CLO Fund trustee. Fees of CLO Funds are indirectly borne by the holders of the junior-
most securities or loan tranche issued and then-outstanding by such fund (which may include a SG
Group Company or Brookfield Company).

Fee arrangements for Funds and SMAs are customized and, as applicable, will be either paid
directly by the Advisory Client or debited from such Advisory Client’s custodial account by the
relevant custodian and paid to Haussmann 1864 or the JV Advisers, as applicable, on a periodic
basis. In the case of sub-advised SMAs, management fees are paid by the SMA’s primary adviser
(unless otherwise specified in the applicable Client Documents).

No management fee is paid by SG for the JV Advisers’ non-discretionary advisory services with
respect to the SG Portfolios.

Haussmann 1864 may remit a portion of the advisory fees received by it to one or more of its
affiliates or accounts or funds managed by it or its affiliates or to certain third-party investors.
Haussmann 1864 and Liberty Advisors, separately or together, will from time to time enter into
other arrangements to waive or rebate other portions of their advisory fees.

To the extent any fees are paid in advance, Haussmann 1864 will provide a pro rata refund to the
relevant Advisory Client if the investment advisory agreement were terminated prior to the end of
a billing period.

In all cases, fees are calculated and paid directly, debited on a periodic basis or paid by the
applicable Co-Manager and in each case in accordance with the relevant Client Documents.

Performance Fees

No initial Advisory Client of Haussmann 1864 or the Joint Venture is expected to pay a
performance-based fee to Haussmann 1864. Refer to Item 6 – Performance-Based Fees and
Side-By-Side Management for discussion of performance-based compensation.

Additional Expenses

The fees described above cover only Haussmann 1864’s investment management services. The
Advisory Clients and their investors also bear, directly and indirectly, certain additional expenses,
in each case as described in the relevant Client Documents.

Each Advisory Client typically pays, or reimburses Haussmann 1864 or the JV Advisers (as
applicable) for, third-party operating expenses and organizational expenses related to such
Advisory Client. Expenses permitted to be charged to a specific Advisory Client are set out in the
relevant Client Documents. Advisory Clients will generally not bear the cost of ordinary rent,
office expenses or employees’ salaries incurred by Haussmann 1864 in the performance of its
obligations under the Client Documents.

Expenses may include, but are not limited to:

       1.      any fees, expenses or other amounts payable to any rating agency, collateral
               administrator, collateral agent, trustee, independent client representative or public
               accounting firm;

       2.      any expense incurred by Haussmann 1864 to employ lawyers or consultants
               necessary, or any reasonable travel, meals, accommodations, entertainment and
               related expenses incurred, in connection with the default, restructuring or
               enforcement of any Portfolio Investment;

       3.      the fees and expenses of any lawyers, consultants, rating agencies, senior advisors,
               industry experts, operating partners, deal sourcers (including personnel dedicated
               to but not employed by Haussmann 1864) or other professionals retained by the
               Advisory Client or Haussmann 1864 on behalf of the Advisory Client (including
               travel, meals, accommodations, entertainment and related expenses incurred by any
               employees of Haussmann 1864), in each case, in connection with the legal due
               diligence and documentation reviews and other reviews in connection with such
               transactions, whether proposed transactions or transactions which are, in fact,
               consummated;

       4.      expenses related to compliance-related matters and regulatory filings relating to the
               Advisory Client’s activities (including expenses relating to the preparation and
               filing of Form PF, filings required under the Investment Advisers Act of 1940, as
               amended (the “Advisers Act”), the Dodd-Frank Wall Street Reform and Consumer
               Protection Act or the U.S. Securities Act of 1933 (the “Securities Act”), reporting
               under the Common Reporting Standard, compliance with the Foreign Account Tax
               Compliance Act provisions of the U.S. Internal Revenue Code of 1986 and the U.S.
               Treasury regulations promulgated thereunder, reports to be filed with the U.S.
               Commodity Futures Trading Commission, and any other regulatory filings);

       5.      out-of-pocket costs or expenses incurred by Haussmann 1864 in connection with
               complying with U.S. or EU risk retention requirements;

       6.      the cost of asset pricing and asset rating services, compliance services and software,
               and accounting, programming and data entry services directly related to the
               management of the Portfolio Investments;

       7.      costs and expenses of any litigation, arbitration, audit and other extraordinary
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Item 7 – Types of Clients

Haussmann 1864 provides or expects to provide investment advisory services to the following:

       •       CLO Funds;

       •       Funds; and

       •       SMAs, including Brookfield Companies and proprietary portfolios of SG Group
               Companies.

Haussmann 1864 provides advisory services only to clients that are either (a) non-U.S. Persons as
defined in Regulation S under the Securities Act, or (b) qualified purchasers as defined in Section
2(a)(51)(A) of the Investment Company Act of 1940, as amended, and that are also qualified
institutional buyers as defined in Rule 144A under the Securities Act.

To the extent investment minimums are required for Advisory Clients in each of the Real Assets
Credit Strategy, Fund Finance Strategy and Corporate Credit Strategy, such minimums are set
forth in the applicable Client Documents.

Haussmann 1864 does not intend to market to or have individual retail clients or high net worth
individual clients in the future and therefore is not required to file Form CRS.

Refer to Item 4 – Advisory Business for further discussion of the Client Vehicles and the SMAs.