Invesco European RR LP

Item 5 - Fees and Compensation

        IRRF-Euro or its affiliates generally receives a fee from a CLO that consists of two
        components – a base management fee and a performance fee. The rates, calculation
        method, and payment method for the IRRF-Euro’s fees are set forth in the CLO’s
        Organizational Documents.
        Fees charged with respect to a CLO are negotiated with its investors, prior to any
        investment in such CLO. The amount of such fees is calculated and billed by the
        trustee or administrator of the CLO. Full disclosure of these fees is found in the CLO’s
        Organizational Documents and may vary as between CLOs.
        IRRF-Euro does not receive a fee from the CLO Warehouse.

     Other Fees

        IRRF-Euro’s advisory fees are not inclusive of all the fees and expenses that CLOs
        (and, indirectly, investors) may pay. The fees and/or expenses that Clients may
        possibly pay will typically fall into three general categories: (1) organizational
        expenses in connection with establishing and organizing a Client (2) operational
        expenses which include, ongoing costs and expenses in connection with operating a
        Client, including those that are transactional and regulatory in nature, and (3)
        investment-related expenses in connection with the pursuit or sourcing of particular
        investments and ongoing investment costs. The Organizational Documents may set
        forth specific expenses that will (or will not) be borne by a Client, and the provisions
        of the Organizational Document will supersede this brochure to the extent of any
        direct conflict.
        In addition to fees listed above, Clients are responsible for paying custodial fees,
        brokerage commissions, and/or other commission equivalents related to
        transactions in their advisory accounts.

                                 Invesco European RR L.P.

        Certain expenses are incurred on behalf of multiple Clients, and on occasion, an
        expense will be incurred on behalf of IRRF-Euro or an affiliate of IRRF-Euro as well as
        one or more Clients. To address the potential conflicts of interest associated with the
        allocation of such expenses, IRRF-Euro will make any such allocation determination
        on a fair and reasonable manner using its good faith judgment, notwithstanding its
        interest (if any) in the allocation. IRRF-Euro has adopted an expense allocation policy
        designed to ensure equitable allocation of expenses among Clients and, as applicable,
        IRRF-Euro.

Item 7 - Types of Clients

        IRRF-Euro provides investment advisory services to pooled investment vehicles that
        are structured as CLOs and investments in these vehicles are generally available only
        to institutional investors and certain high net worth investors that are “qualified
        institutional buyers” and “qualified purchasers” or non- “U.S. persons” within the
        meaning of the Securities Act and the Investment Company Act of 1940 (the “1940
        Act”), as applicable. These CLOs are typically exempt from registration with the SEC
        as investment companies pursuant to Section 3(c)(1) or Section 3(c)(7) of the 1940

                                 Invesco European RR L.P.

        Act. The terms and conditions of each Client account may vary from Client to Client
        depending on the type of services provided or the type of client, and these terms and
        conditions are negotiated by IRRF-Euro in each case.
        IRRF-Euro also provides investment advisory services to warehouse financing
        facilities.
        Certain Clients, such as CLO vehicles, generally impose certain terms and conditions
        on their investors as described in more detail in the Organizational Documents.

        Please note that this Brochure should not be deemed to be a general solicitation and
        does not constitute an offer to sell or a solicitation of an offer to buy any type of
        interest in any entity advised by IRRF-Euro. Investors and other recipients should be
        aware that while this Brochure may include information about a Client, as necessary
        or appropriate, it is not a complete discussion of the features, risks or conflicts
        associated with the fund or vehicle. The Organizational Documents for each Client
        contains more complete information about the fund or vehicle, and such offering
        documents may be provided to current and eligible prospective investors only by
        IRRF-Euro or another authorized party. This Brochure is designed solely to provide
        information about IRRF-Euro for the purpose of compliance with certain obligations
        under the Advisers Act and, as such, responds to relevant regulatory requirements
        under the Advisers Act, which may differ from the information provided in offering
        documents for a fund or vehicle. To the extent that there is any conflict between
        discussions herein and similar or related discussions in any applicable Organizational
        Document, the Organizational Documents shall govern.