HPS Investment Partners LLC

Item 5 - Fees and Compensation

Fees Generally

HPS receives management fees and performance-based compensation for advisory services provided. In
addition, Clients are charged other fees and expenses as described below. The description below is intended
to provide a brief summary of the typical compensation received by HPS and is not intended to depict every
scenario. Please refer to the Clients’ Governing Documents for specific details.

HPS has the ability to rebate, reduce and/or waive some or all of its management fee and/or performance-
based compensation, as applicable, with respect to any investor in a Client, to the extent permitted by
applicable law. HPS intends to rebate, reduce and/or waive some or all of its management fee and/or
performance-based compensation with respect to, but not limited to, principals, employees, certain affiliates
and sourcing, operating or joint venture partners of HPS as well as certain investment funds and accounts
managed by HPS. Certain Clients offer size-based, early-closer or other fee reductions for investors in such
Clients.

HPS’s compensation for managing a Third Party Fund may be less than the compensation it receives for
managing similar strategies for an HPS Fund. Conversely, investors in Third Party Funds may be subject
to higher fees and expenses than what they would incur if they were invested in an HPS Fund where the
fees and expenses would be borne by multiple investors. The fees and expenses charged to Third Party
Funds are individually negotiated with the underlying investor(s) of the Third Party Fund and are
established pursuant to such Third Party Fund’s Governing Documents.

The receipt of any fees that do not offset the management fees discussed in this Item 5 as well as below in
Item 6 presents HPS with an incentive to maximize the amount of such fees and to cause applicable Clients
to make investments that could generate such fees even if HPS may not have otherwise made such
investment for the Clients in the absence of such fees. In addition, because certain of HPS’s Clients typically
will not pay compensation until capital is drawn or investments are made, there is an incentive for HPS to
call capital or to invest such Clients’ capital earlier in such cases than it would have if management fees
were based on capital commitments.

As discussed below, certain Clients, in particular those with structured credit strategies as a part of their
investment program, make investments in collateralized loan obligation (“CLO”) securities, particularly in
equity or subordinated tranches issued by CLOs for which HPS or an affiliate serves as collateral manager
(each, an “HPS CLO”). To the extent a Client purchases CLO equity of an HPS CLO, it is expected that
HPS or its affiliate will reduce (or rebate) all or a portion of the fees that would have been paid indirectly
by the Client to HPS or its affiliate as the collateral manager at the CLO level or that HPS will reduce (or
rebate) the management fees charged to the Client with respect to the assets invested in the CLO. Conflicts
associated with an investment by a Client in an HPS CLO are discussed below in Item 11.

Management Fee
Per the relevant Governing Documents of each Client, HPS is paid a quarterly, monthly or semi-monthly
management fee generally at the beginning or end of each such period. The specific payment terms and
other conditions of the management fees payable to HPS are set forth in the Governing Documents of each
respective Client. Such Governing Documents generally provide for a management fee at an annual rate of
up to 2%, based on leveraged or unleveraged invested capital, net assets, statutory carrying value of
investments or total commitments made in respect of the applicable Client. Notwithstanding this Item 5 and
Item 6 below, a Client’s Governing Documents may provide for a fee structure pursuant to which HPS is
compensated on the basis of different criteria, metrics, or circumstances than those described herein, for
example by receiving both a “base management fee” and a “subordinated management fee” based upon the
principal amount of collateral obligations held by such Client. In addition, the management fee payment
obligation of certain Clients may be designed to change over the duration of such Clients’ investment

program, including in the case of a management fee “step-down” at the end of a Client’s investment or
commitment period or an increase if a certain performance threshold is achieved or if a Client’s invested
capital falls below a threshold.

Performance-Based Compensation

In addition to the management fees described above, HPS generally receives a performance-based
allocation or fee of up to 20% of each Client’s net profits, subject in certain but not all cases to a clawback
or loss carryforward provision, as applicable. The specific terms and other conditions of such performance-
based compensation are set forth in the Governing Documents of each respective Client. Performance-based
allocations or fees are based on realized and/or unrealized net profits attributable to a Client, generally subject
to or in excess of a hurdle or preferred rate of return to the Client. Generally, performance-based
compensation is allocated or paid to HPS, as the case may be, either as of the end of each fiscal year or
upon the making of any distribution to investors to which a performance-based allocation or fee relates.
With respect to certain Clients, HPS is not entitled to receive any performance-based compensation.

Deduction of Fees

The management fees and/or performance-based fees, as applicable, described under this Item 5 and in Item
6 below are deducted from Clients’ assets for certain Clients, while other Clients, including certain Third
Party Funds, are billed for such fees and compensation.

Performance-based allocations, when applicable, are reallocated from the capital account of the underlying
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Item 7 - Types of Clients

As described in the responses to Items 4 and 5 above, HPS and its affiliates provide investment advisory
services to: (i) HPS Funds; and (ii) Third Party Funds. Such Clients generally are managed accounts,
domestic and foreign limited partnerships, companies, limited liability companies, trusts and other vehicles
that are not registered or required to be registered under the U.S. Investment Company Act of 1940, as
amended (the “Company Act”). In addition, the securities issued by the Clients are not registered or
required to be registered under the Securities Act of 1933, as amended (the “Securities Act”), and are
generally privately placed to qualified investors in the United States and elsewhere.

The investors in the Clients are primarily sophisticated investors, which include, but are not limited to,
financial institutions, public and corporate pension funds, sovereign wealth funds, funds of funds,
endowments, foundations and family offices, as well as individuals. All investors are subject to applicable
suitability requirements. Generally, an investor participating in an HPS Fund or Third Party Fund is required
to meet certain suitability and net worth qualifications, including that such investor be (i) an “accredited
investor” within the meaning of Rule 501 of Regulation D under the Securities Act and (ii) either (a) a
“qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act or (b) a
“knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act.

Generally, the minimum initial investment amount for investors in the HPS Funds is between $100,000 and
$10,000,000. The minimum initial investment amount generally can be waived at the discretion of the
general partner, board of directors, trustees and/or administrator of each HPS Fund, but not below an amount
required under applicable law.

Agreements with Certain Investors

Certain investors in the HPS Funds or Third Party Funds have been granted and in the future additional
investors may be granted one or more of the following rights with respect to their investments: (i) a reduced
management fee and/or performance-based compensation and/or operating expense; (ii) the right to receive
preferential liquidity and other terms compared to other investors; (iii) the right to receive certain additional
information with respect to certain funds, including position-level portfolio information or events related to
HPS; (iv) the right to reserved capacity for a certain fund; (v) notification to the investor with respect to the
investor’s ownership percentage of a certain fund; (vi) limitation on the investor’s ownership percentage of
a certain fund below certain thresholds; (vii) notification to the investor with respect to the ownership by
benefit plan investors of a certain fund’s equity classes; (viii) certain limitations on an investor’s
confidentiality obligations under a certain fund’s organizational documents pursuant to laws or regulations
to which the investor is subject (such as the public information or “sunshine” laws); and (ix) an
acknowledgement that such investor is entitled to sovereign status under U.S. federal, state or non-U.S. law.
In addition to the above, certain investors in the HPS Funds or Third Party Funds have been granted and in
the future additional investors may be granted one or more additional rights with respect to their
investments, including, but not limited to: (i) the right to opt out of the requirement to fund capital calls or
otherwise be excused from participating in certain investments due to regulatory, tax or public policy or the
investor’s internal considerations; (ii) the right to designate one or more members of an investor advisory or
oversight committee; (iii) rights with respect to distributions in kind; (iv) rights with respect to transfers of
interests; (v) the right to receive information regarding the investment and/or disposition strategy of the
Client; (vi) an acknowledgement that such investors are interested in learning about, and arrangements with
respect to the allocation of any available potential co-investment opportunities; (vii) the right to provide
selected confidential information to regulators or other recipients, (viii) arrangements with respect to
waivers of certain obligations, (ix) agreements by a general partner (or similar governing body) to refrain
from exercising certain remedies or taking certain actions against an investor (including in connection with
a default by such investor) and (x) the right to cease making capital contributions under certain
circumstances.

Such rights can be, and have been, granted on the basis of (i) the size, nature, timing or other features of the
investor’s investment in, or commitment made to, a Client, (ii) the type, category, nature or other features
of the investor, (iii) the involvement or participation in Client’s, HPS’s or the applicable general partner’s
management or activities or strategic relationships with HPS or BlackRock (whether past, present and/or
future; in each case only to the extent permitted under applicable laws), or (iv) any other criteria, element
or feature as may be determined from time to time by, and in the discretion of, HPS or the applicable general
partner, to extent that such is not inconsistent with applicable laws and regulations.

Unless HPS or the respective general partners determine otherwise, any expenses incurred by a Client, HPS
or the respective general partner in complying with the terms of any side letter, including producing
additional reporting, will be borne by the Client and generally will not be specially allocated to the
applicable Client investor. Additionally, any rights or terms established in a side letter with a Client investor
will govern solely with respect to such Client investor (but not any of such Client investor’s assignees or
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