Millstreet Capital Management LLC

Item 5: Fees and Compensation

Millstreet charges its Funds and SMAs a management fee based on the value of client assets under
management and may also charge a performance-based fee. Performance-based fees generally consist of a
percentage of net profits or increases in net asset value and may be subject to a high-water mark, hurdle
rate, and participation rate, as applicable.

Investors in the Funds are subject to a management fee and a performance allocation, with only the
performance allocation subject to a high-water mark. Investors in the Funds and SMA clients are required
to be "qualified purchasers" as defined in Section 2(a)(51)(A) under the Investment Company Act of 1940.
Accordingly, Millstreet’s compensation arrangements and specific fee schedules are not disclosed herein.
The applicable management fees and performance allocation terms for each Fund and SMA are set forth in
the relevant private placement memorandum (“PPM”) or investment management agreement.

With respect to the Fund, Millstreet currently receives a management fee paid quarterly in advance based
on net assets as of the last business day of the preceding quarter. Management fees are prorated for any
period that is less than a full period. Millstreet’s affiliate, Millstreet Capital Partners LLC, the Fund’s
general partner (“General Partner”), is allocated a performance allocation annually in arrears for each
fiscal year the Fund generates a net profit above the high-water mark. Management fees and any
performance allocation are deducted from the Fund’s assets. The Offshore Fund’s investment as a limited
partner in the Fund is subject to both a management fee and a performance allocation.

As disclosed in the Funds’ PPM provided to investors prior to investment, the General Partner may, in its
sole discretion, waive, reduce or modify management fees or performance allocations for certain investors,
provided, that no arrangement results in any other investor bearing a greater share of fees or performance
allocation than would otherwise apply. Millstreet does not receive management fees or performance
allocations with respect to the General Partner, its affiliates, employees, or their respective relatives.

Subject to applicable withdrawal restrictions, investors may generally withdraw capital on a quarterly basis,
however, withdrawals attributable to a capital contribution made within the preceding twelve (12) months
are subject to a three percent (3%) withdrawal charge. Any such withdrawal charge is allocated pro rata to
remaining investors through the Fund’s net asset value, is not retained by the Adviser, applies on a first-in,
first-out basis to separate capital contributions, and may be waived by the General Partner in its sole
discretion.

SMA clients pay Millstreet a management fee quarterly in arrears, calculated based on a daily accrual
applied to the daily net asset value of the portfolio, adjusted for any contributions or withdrawals. SMA
clients may also pay Millstreet an incentive fee annually in arrears, based on an increase in net asset value
or performance accrued daily. Incentive fees for SMAs may be subject to a high-water mark, hurdle rate,
and a participation rate, as agreed upon in the applicable investment advisory agreement. SMA fees are
agreed upon contractually and are generally invoiced and payable upon receipt.

Director’s fees or similar compensation as a result of any of the officers, directors or employees of Millstreet
serving as Directors on the board (or similar governing positions) of companies that are in the portfolios of
the Fund will either be paid to the Fund or be used to offset any Management Fees payable to the Investment
Manager from the Fund on a dollar-for-dollar basis. Such payment or offset shall be determined pro rata
based on all advisory clients of the Investment Manager and its affiliates that are invested in such related
companies.

The Fund pays its expenses, including but not limited to, the management fee; investment expenses (e.g.,
expenses that the Investment Manager reasonably determines to be related to the investment of the Fund’s
assets, such as brokerage commissions, interest and expenses relating to short sales, clearing and settlement
charges, custodial fees, bank service fees, interest on margin accounts and other indebtedness, any other
expenses related to the purchase and sale of less liquid securities); legal expenses, professional fees
(including, without limitation, expenses of consultants, experts and valuation agents) relating to
investments; travel expenses, including transportation costs and expenses related to air travel that shall not
exceed commercial rates available for first class travel (unless otherwise unavoidable), related to initial due
diligence on prospective investments and ongoing due diligence on the Fund’s assets; expenses of agents
and other persons providing services to or on behalf of the Fund, including performance reporting and data
analytics expenses; governmental and registration fees and taxes; portfolio management system expenses
(provided, however, to the extent the Investment Manager uses any such portfolio management system to
manage the accounts of clients other than the Fund, the Fund shall be allocated and shall bear only its pro
rata share of the associated expenses based on the net assets of all the accounts for which the Investment
Manager uses the portfolio management system); fees and expenses for risk management services;
insurance expenses, including costs of any liability insurance obtained on behalf of the Fund (including,
without limitation, directors and officers insurance); administration fees and expenses (including fees and
expenses of the Fund’s Administrator); accounting expenses (including the cost of accounting software
packages); auditing and tax preparation expenses; costs of printing and mailing reports and notices; research
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