Ivy Hill Asset Management LP

Item 5 - Fees and Compensation
Compensation and Fee Schedules
All Underlying Investors and prospective investors should carefully review the Governing Documents of each Client
in conjunction with this brochure for complete information on the fees and compensation payable with respect to
a particular Client.

Advisory Fees
Underlying Investors in our Clients are generally all “qualified purchasers” as defined in Section 2(a)(51) of the
Investment Company Act, and, as such, information regarding the fees and compensation payable by such
Underlying Investors is not required to be provided herein. In certain circumstances, Ivy Hill and an Underlying
Investor may negotiate the advisory fees and performance compensation payable by such Underlying Investor. Ivy
Hill also charges certain Clients administration, agency, servicing fees, and similar non-advisory fees and expenses.

We typically earn a fee as compensation for the investment advisory services rendered to a Client (each, an
“Advisory Fee”). Advisory Fees differ between Clients and are established and disclosed in each Client’s Governing
Documents. The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are
intended to be reflective of the underlying investment mandate and associated investment risks of the Client.
Advisory Fees charged to some Clients may differ from such fees that are charged to other Clients; in those and
other situations, such differences are subject to separately negotiated terms and may (or may not) be disclosed to
other Clients or Underlying Investors, subject to each Client’s Governing Documents and/or applicable law. In
certain circumstances, the Advisory Fee payable to Ivy Hill by Underlying Investors of a Client will vary among such
Underlying Investors and may be negotiable. Moreover, employees and certain business associates and “friends
and family” of Ivy Hill or Ares Management generally will not pay an Advisory Fee or performance-based
compensation with respect to their direct or indirect investments in each Client.

Advisory Fees paid by a Client are indirectly borne by its Underlying Investors. Underlying Investors and prospective
investors in a Client should note that similar advisory services may (or may not) be available from other investment
advisers for similar or lower fees and that fees may differ among Underlying Investors of the same Client.

In addition to managing the Clients, Ivy Hill, from time to time, invests in debt and/or equity securities issued by
certain Clients, and Ares Capital has also invested, and may in the future invest, in securities issued by one or more
Clients. In addition, persons affiliated with ACM and entities managed by affiliates of ACM, including entities
managed by Ares Management, have invested, and may in the future invest, in securities issued by one or more
Clients. While Ivy Hill endeavors at all times to act in the best interests of its Clients, Underlying Investors and
prospective investors should be aware that Ivy Hill’s receipt of compensation from each Client and the investment
by Ivy Hill, Ares Capital or entities managed by affiliates of ACM, including entities managed by Ares Management,
in a Client may create potential conflicts of interest.

Form ADV Part 2A: Firm Brochure

Management Fees
We generally receive an annual management fee from our Clients that is calculated during the term of the account
as a percentage of the Client’s capital commitments, contributed capital, net asset value, cost basis of investments
or invested capital. A Client’s Governing Documents set forth the terms under which management fees will be
calculated, reduced, offset or otherwise limited. Underlying Investors should expect to bear the full specified
management fee rate until it is reduced in the circumstances and/or on the date(s) specified in the Governing
Documents. In the case of partial sales of investments, recapitalizations of investments, or distributions from
investments, each Client’s Governing Documents will be used to determine any impact on whether and the extent
to which management fees for Clients will be reduced (in whole or in part). Pursuant to the terms of each Client’s
Governing Documents, the management fee may change at the end of a Client’s investment period, the end of a
Client’s term or in connection with the raise of a successor fund.

With respect to Clients for which management fees are based upon a percentage of the Client’s contributed capital,
cost basis of investments or invested capital, the amount of management fees payable will not be impacted by
fluctuations in the value of a Client’s investments, unless the circumstances causing such fluctuation separately
require a change or adjustment pursuant to the management fee calculation provisions of a Client’s Governing
Documents. A Client’s Governing Documents outline the circumstances in which the basis of a management fee
calculation would be changed or adjusted in connection with a change in investment value, which could (depending
on the terms of the Client’s Governing Documents) include a write down due to a permanent impairment, a loss for
tax purposes or a complete write-off of the investment (a “Fee Base Adjustment”).

Each Client’s Governing Documents contain specific provisions regarding the circumstances that would result in a
Fee Base Adjustment. As a general matter, the determination of whether the specific circumstances of an
investment should result in a Fee Base Adjustment, and the timing of such determination, is subjective in nature.
Fee Base Adjustments are not intended to capture investments experiencing temporary declines in value or
declines in value due to market conditions or other factors that are not specific to an investment. For example, we
may determine that no Fee Base Adjustment is required (and, therefore, could be entitled to continue to receive
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Types of Clients
Ivy Hill provides investment advice to various pooled investment vehicles, including CLOs, private investment funds
and separately managed accounts. Our Underlying Investors in the Clients are comprised primarily of banks,
institutional investors, privately managed funds, insurance companies, government and private pension funds,
sovereign wealth funds and high net worth individuals. Ivy Hill or its related persons may establish certain funds
(“Feeder Funds”) to address particular tax or regulatory requirements. Each Feeder Fund, if formed, would be a
limited partner of or an investor in a Client and interests in such Feeder Fund would be held by the investors who
participate in the Client through such Feeder Fund. Prospective investors should refer to the applicable Client
Governing Documents for complete details on any Feeder Fund established with respect to such Client.

Underlying Investors may have conflicting investment, tax and other interest with respect to Client investments. The
results of a Client’s activities may affect Underlying Investors differently, depending on their different situations. As
a consequence, conflicts of interest may arise in connection with decisions made by Ivy Hill that benefit one
Underlying Investor over another Underlying Investor. In selecting investments for a Client, Ivy Hill will consider the
investment and tax objectives of the Client as a whole and not the objectives of any individual Underlying Investor.
However, there can be no assurance that a result will not be more advantageous to some Underlying Investors than
to other Underlying Investors.

Minimum Investment Requirements
The minimum investment of each Client is stated in its Governing Documents and generally ranges from $100,000
to $25,000,000, although we are typically permitted to waive this minimum at our discretion.