Hillmark Capital Management LP

ITEM 5. FEES AND COMPENSATION
Our fees are negotiable and typically include a senior management fee, a subordinated
management fee and incentive management fees. Fees are not required to be paid in advance,
and we do not have a set fee schedule. Specific fee rates and the methodology for calculating
fees are agreed to at the time a particular Fund closes, are described in each Fund’s investment
advisory agreement. The senior and subordinate management fees are determined and paid
quarterly in arrears, depending on certain cash distribution constraints governing the Funds,
generally calculated as a percentage of the assets under management ("AUM") within a particular
Fund. However, once a CLO has closed, fees for the life of the Fund are not negotiable, but the
Adviser may, in its discretion, waive all or a portion of its fees.

In addition to paying investment management fees and any applicable performance-based fees,
the Funds may also be subject to ongoing operation expenses such as trustee, collateral
administrator, portfolio administrator, accountants, and lawyers, rating agencies, and regulators.
If an account is structured as an investment fund, the additional fees may include investment
expenses such as commissions, due diligence expenses, research fees and expenses, interest
on margin accounts and other indebtedness. The Funds generally reimburse the Adviser from
time to time for certain out-of-pocket expenses related to the services provided by the Adviser to
the Fund. The Funds may also incur brokerage and other transaction costs; please reference Item
12 of this Brochure for additional information.

None of our officers, partners, directors, employees or any other person that provides investment
advice or otherwise subject to our supervision or control (so-called "supervised persons") accepts
any compensation for the sale of securities or other investment products offered by HillMark.

ITEM 7. TYPES OF CLIENTS
HillMark’s clients are CLOs, the interests in which are offered pursuant to exemptions from
registration under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended. These CLOs are issued at discrete points in time and typically are closed to
new investors once a deal has been underwritten. CLO investors are generally insurance
companies, banks, structured credit funds, hedge funds, public and private employee benefit
plans, trusts, and corporations, other sophisticated institutional investors, including private
investment funds and endowments, and high net-worth individuals.

Together, these investors form the collateral pool to which HillMark serves as Adviser. Thus, the
client is the CLO, and not the underlying note-holders within the structures. The Adviser actively
manages the pooled collateral in order to pay interest and principal and will regularly report to the
underlying investors as to the performance of the aggregate portfolios. It is important to note each
CLO has a finite life and has certain time frames during which a manager can actively manage a
portfolio. Minimum note denominations for CLOs (USD denominated notes) are approximately
$500,000, which can be waived at our discretion.