MidOcean Credit Fund Management LP

Item 5 – Fees and Compensation

In general, the Adviser receives a management fee (the “Management Fee”) in connection with the advisory services
provided to each Client. Investors in the Clients generally also bear certain expenses. The information below
summarizes the compensation that the Adviser receives, but investors should also review the specific terms of the
relevant Client’s Governing Documents.

Management Fees

The Adviser is generally paid an annual Management Fee based upon a percentage of net asset value of the relevant
Client’s assets. Please see the relevant Governing Documents for the definitions of capitalized terms used below and
not otherwise defined herein.

The COF Fund has both Class A and Class B limited partners that have different lock ups and different fee
characteristics. In addition, the Class C limited partners or shareholders have a different investment minimum and a
higher fee structure than the Class B interests. The COF Fund is currently liquidating.

The General Partners may, in their sole discretion, waive, reduce or calculate differently all or part of the Management
Fee with respect to the capital accounts of one or more limited partners, including, in the case of the COF, MARC,
Tactical III, Tactical IV and IDF Funds, Capital accounts established with respect to capital contributions made by
certain other Clients managed by the Adviser, without waiving, reducing or calculating differently the Management
Fee with respect to the capital accounts of other limited partners of the relevant Client(s).

The Focus Fund limited partners pay an annual Management Fee quarterly in advance of a percentage of the beginning
balance of each limited partner’s capital account balance, including subscriptions made by such limited partner on the
first day of such calendar quarter. The Focus Fund is currently liquidating.

The MAC Fund limited partners pay an annual Management Fee quarterly in advance of (i) 0.55% of the value of
each founding investor’s capital account and (ii) 0.75% per annum of the value of each other limited partner capital
account.

The IDF Fund limited partners generally pay an annual Management Fee paid quarterly in advance of 0.375% (i.e.,
1.5% on an annualized basis) of the beginning balance of each limited partner’s capital account balance, including
subscriptions made by such limited partner on the first day of such calendar quarter.

The MARC Fund limited partners generally pay a Management Fee quarterly in advance of 0.375% (i.e., 1.5% on an
annualized basis) of the beginning balance of each limited capital account balance, including subscriptions made by
such limited partner on the first day of such calendar quarter. The General Partner of the MARC Fund may charge
certain investors different Management Fees related to the size of their investment, duration of investment/lockup or
timing of the investment in the MARC Fund’s life cycle.

Management Fees for the UCITS Fund and the Sub-Advised Account range from 0% of assets under management to
1% of assets under management.

In all of the above Funds and Accounts, if a limited partner makes a withdrawal from its capital account prior to the
end of a calendar quarter, such limited partner will not be entitled to reimbursement for a pro rata portion of the
Management Fee for the period remaining in such quarter subsequent to the withdrawal date. The Adviser may
delegate some or all of its duties pursuant to the Investment Management Agreement to an affiliate and pay or assign
some or all of the Management Fee to such affiliate for its services to the relevant Fund.

Investors in the Tactical Funds, the CLOs, and the CLO Equity Fund may not redeem.

Limited partners of the Tactical Funds, with the exception of Tactical IV Fund, pay an annual Management Fee
quarterly in advance, equal to a percentage of the lesser of (i) the sum of the cost of each investment (measured as of
the date each investment is made) held by the Tactical Fund as of the end of the previous quarter and (ii) the aggregate
cost of investments in the Tactical Fund.

Limited partners of the Tactical IV Fund pay an annual Management Fee quarterly in advance, equal to a percentage
of the lesser of (i) such limited partner’s Actively Invested Capital, as determined as of the first day of the period with
respect to which a determination is being made and (ii) such limited partner’s aggregate commitments.

In addition, the Adviser receives a tiered fixed Management Fee on the par balance of each CLO as of the date of
determination in the respective indenture. The Adviser does not receive a Management Fee from the CLO Equity Fund
or the OWN Tactical Funds.

The Adviser also receives Management Fees from the Accounts. The Management Fee is computed at an annual rate
of a percentage of the net assets of each Account. The Management Fee is calculated and accrued on a quarterly basis
as of the close of the end of each valuation day and is payable as of the end of each calendar quarter. The Adviser will
negotiate other fees similar to those described above for any other Clients launched. Each managed account will
separately negotiate its fee and liquidity.

To the extent specified in a Client’s Governing Documents, the Adviser or another affiliated entity will be permitted
to receive certain supplemental fees and other amounts (“Supplemental Fees”) consisting of (i) management services
or advisory consulting fees paid by any portfolio investment; (ii) transaction fees paid by any portfolio investment;
and (iii) other designated net fee payments received by the Adviser or its partners or personnel from portfolio
investments or prospective portfolio investments. The relevant Clients’ Governing Documents will provide that, where
applicable, Supplemental Fees received by the Adviser will be credited against Management Fees otherwise owed to
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Item 7 – Types of Clients

The Adviser provides investment advice solely to the Clients. Generally, only “qualified purchasers” (as such term is
defined in the Investment Company Act) may invest in the Clients. The investors participating in the Clients generally
include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other corporations
or business entities and from time to time include, directly or indirectly, principals or other employees of the Adviser
and its affiliates and members of their families. However, MidOcean does act as a sub-advisor to a 40 Act account that
allows non-qualified purchaser investors to invest.

The Adviser generally requires a minimum investment of $1,000,000 for the Funds. The minimum investment amount
may be waived in the future and has been waived in the past at the Adviser’s discretion.

There are different investor criteria for the UCITS Fund.

The Adviser generally requires an initial investment of, or ability to grow to, $100 million to open a separately
managed account or to manage a sub-advised account, although the Adviser reserves the right to accept accounts of
smaller sizes in its sole discretion.