Jefferies Credit Partners Europe Limited

Item 5 FEES AND COMPENSATION

A.     Advisory Fees and Compensation

             The Firm may charge carried interest, incentive fees, performance
compensation, management fees, advisory fees and other fees to its clients. Clients should
review the Governing Documents of the respective fund for complete information on all
fees and compensation. In certain circumstances, the advisory fees payable to the
Investment Adviser by separate account or fund investors may be negotiable.

              With respect to separate accounts, as such accounts are structured for a
single investor or a group of investors, the fees and compensation to be received by the
Firm may contain more customized calculations than those for co-mingled funds that are
structured to accommodate investments from several investors. The calculation method
for the services provided to separate accounts and funds are disclosed in the applicable
Governing Documents.

B.     Payment of Fees; Timing of Payments; Termination

              For many of our clients, we may be authorized under the funds or separate
account’s Governing Documents to charge and deduct advisory fees directly from the
assets of the applicable fund or separate account, at the times and in the amounts set
forth in the Governing Documents. For funds of one and separate accounts, our ability to
deduct advisory fees may be negotiable.

               Base advisory fees for many of our clients may be payable in arrears,
generally on a quarterly or semi-annual basis. Because such advisory fees are payable in
arrears, they are not paid until after services have been rendered. With respect to certain
funds and other clients, the base advisory fees may be payable in advance, generally on a
quarterly basis. Please refer to the applicable Governing Documents for complete
information on the timing of advisory fee payments.

              Clients have the right to terminate the advisory or investment management
agreements in accordance with the terms of such agreements. Our policy is to repay
advisory fees paid in advance in excess of the pro rata portion earned (based on the number
of days during the period) through the termination date.

              The payment method for fees, and calculation thereof, to be received by the
Firm in connection with services provided to funds and separate accounts are disclosed in
the applicable Governing Documents.

C.     Transaction-Related Fees

               Jefferies Finance lead arranges and underwrites a variety of debt products
consisting of senior secured loans, revolving credit facilities, bridge backstop commitments,
asset-based loans and other leveraged loan products. The leveraged finance business of
Jefferies Finance will involve a mix of both committed and “best efforts” broadly syndicated
and private credit transactions. Jefferies Finance may also act as administrative agent
and/or collateral agent in connection with these credit facilities, and may also act as a
lender on a proprietary basis and earn fees and interest in such capacity. Jefferies Finance
and its affiliates may receive origination, commitment, arrangement, documentation,
structuring, facility, monitoring, amendment, administrative agent, and other transaction-
related fees from portfolio companies in which one or more Advisory Clients invest (or are
considering investing). Jefferies Finance and its affiliates will also receive fees and interest
with respect to the loans and commitments that it invests on a propriety basis.

               The receipt of these fees creates conflicts of interest because it gives Jefferies
Finance and its affiliates an economic incentive to pursue or recommend transactions that
generate such compensation. However, these fees and interest are not considered advisory
compensation and are not management-fee offsets unless a client’s governing documents
expressly provide for an offset. The Investment Adviser believes that serving in these roles
provides more attractive investments to the Firm’s Advisory Clients over time, even if any
particular role (and the fees received in connection therewith) could conflict with the short-
term interests of any Advisory Clients on any particular deal.

               In some cases, a portion of an asset (or commitment) is held by Jefferies
Finance on proprietary basis in anticipation of a subsequent transfer to an Advisory Client
or to a third party. When that portion is sold to third parties, Jefferies Finance may receive
a fee or profit. We have an incentive to find larger deals than our Advisory Clients would
ordinarily want to purchase to generate these transaction fees and profits. Further, these
fees and profits create an incentive for the Jefferies Finance to sell a larger portion of a loan
to third parties (thereby reducing the Advisory Clients’ shares of the loan) rather than

Advisory Clients because such sale could allow Jefferies Finance to receive such fees or
profits. To partially mitigate these conflicts, our Advisory Clients generally receive their
minimum desired allocations, as determined pursuant to an Adviser’s allocation policy,
before any portion of an originated investment is sold to a third party.

D.     Additional Fees and Expenses

              In addition to the fees payable to the Firm, subject to each client’s Governing
Documents and applicable law, clients may pay or otherwise bear all applicable fees, costs,
expenses and other liabilities arising in connection with the establishment and operation
thereof (collectively, “Account Expenses”), including (but not limited to) fees, costs, and
expenses related or attributable to:

       •      any sales or other taxes, fees, or government charges that may be assessed
              against a client;
       •      commissions, brokerage fees, and similar charges incurred in connection
              with the purchase or sale of securities, loans and other assets (including any
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Item 7 TYPES OF CLIENTS

              As described in Item 4 above, the clients may include private fund(s) and
separate accounts for institutional investors. At this time the Adviser does not intend to
provide investment advice to individual retail investors as clients. The terms and conditions
of the advisory arrangements with the particular type of fund, issuer or separate account
vary depending upon the type of services provided or the type of fund, issuer or separate
account, and these terms and conditions may vary among clients.

              The minimum account size necessary to open and maintain a separate
account with the Firm varies by the type of client and the relevant strategy. Furthermore,
while we generally do not impose an investment minimum on our Advisory Clients, certain
Advisory Clients, such as Private Funds, often impose investment minimums for investors

in such funds. These investment minimums, if any, can be found in the applicable Advisory
Clients’ documents. We reserve the right to reduce or waive any investment minimums that
are required of investors, depending on a variety of factors, such as a particular Advisory
Client’s circumstances or investment strategies.