New Mountain Credit CLO Advisers LLC

Item 5.        Fees and Compensation
Management and Incentive Fees

NMCLO’s fees for collateral management services to a CLO are negotiated on a case-by-case
basis but generally will include senior and subordinated management fees, which typically begin
to accrue at closing and are paid quarterly in arrears, and performance-based fees and other fees
and expenses. For each CLO these are paid as set forth in the Governing Documents.

The CLOs pay, and investors in the CLOs bear, the fees charged by NMCLO as collateral manager,
including senior and subordinated asset-based collateral management fees as well as performance-
based fees, which are described in more detail below in Item 6. Senior collateral management fees
are paid in accordance with the priority of payments after the payment of certain CLO expenses, but
prior to principal and interest payments and distributions on the notes (other than notes representing
equity in the CLO) issued by the CLO. Subordinated collateral management fees are paid in
accordance with the priority of payments set forth in each CLO’s respective indenture, after the
payment of certain CLO expenses and payments on the secured notes issued by the CLO, but prior to
any payments on the CLO’s equity.

Transaction-Related Fees

In connection with investments made by certain clients and as part of our advisory compensation,
NMCLO and/or its affiliates will receive and/or retain origination, commitment, documentation,
structuring, facility, monitoring, amendment, administrative agent and/or other transaction fees
(“Investment Related Fees”) in connection with investments held or proposed to be held by one or
more clients or by third parties. The potential for NMCLO and its affiliates to receive these economic
benefits creates a conflict of interest, as NMCLO and its affiliates have an incentive to originate or
invest in investments that provide such benefits and to allocate such investments to clients or third
parties that pay advisory compensation that includes our retention of Investment Related Fees.

In the event these benefits are only partially offset against management fees payable to us, NMCLO
and its affiliates could receive higher total compensation or other additional benefits than NMCLO
and its affiliates would receive in a compensation structure that does not contain transaction-related
compensation or for which such compensation is fully offset. As such, NMCLO has a financial
incentive to originate investments other than the incentive associated with a management fee and a
performance payment. To partially mitigate this, our allocation policy prevents us from allocating
investments based on whether a particular client allows us or our affiliates to retain transaction fees
earned in connection with the client’s investments without offsetting such transaction fees against
management fees.

Other Fees

NMCLO also, from time to time, receives fees from its affiliates, in the affiliate’s discretion,
relating to certain warehouse facilities. These fees are paid as a percentage of net realized gains

but only if such affiliates were the sole investors in the equity of the warehouse facility. These fees
are generally paid at closing of the CLO, using funds generated by the offering of the CLO
securities.

Expenses

In addition to fees paid to the Management Series of NMCLO for collateral management services
and, as set forth in each CLO’s Governing Documents, CLOs pay and investors in the CLO bear a
variety of other expenses relating to the CLO’s operations. These can vary by CLO, but typically will
include, among other things: (i) all fees and out of pocket costs and expenses incurred by NMCLO or
its affiliates in connection with the formation of the CLO and the consummation of its closing,
including, without limitation, legal and other expenses (excluding travel) incurred in connection with
the offer and sale of interests in the CLO; (ii) the charges and expenses of maintaining the CLO’s
bank accounts or of any banks, custodians or depositories appointed for safekeeping of investments
and property of the CLO, including the costs of third party bookkeeping and accounting services; and
(iii) all direct costs, fees and expenses incurred by NMCLO or its affiliates that are related to the
CLO’s management and operations, including but not limited to: (a) travel costs, spreads or other
transaction costs, transfer taxes and other expenses directly related to the investigation of investment
opportunities (whether or not consummated) or the acquisition, ownership, management, financing,
retention, sale or other disposition of any investment or other asset of the CLO; (b) fees and expenses
of third party bookkeeping, accounting services, pricing and valuation services, shadow accounting
services and reconciliation services; costs of any in-person special meetings of the CLO’s investors
that are requested by an investor; federal, state and local taxes and filing fees, as well as costs and
expenses related to preparation of tax filings and tax reporting; (e) fees and expenses of third party
consultants, accountants, auditors and counsel; (f) an allocable portion of the compensation and
overhead expenses of employees of NMCLO or its affiliates who provide legal services for the
CLO; (g) expenses related to compliance with applicable regulatory and/or reporting requirements
with respect to the CLO that are or could in the future be imposed by the SEC, the U.S. Commodity
Futures Trading Commission (“CFTC”), any state securities commission or any other regulatory
body (including Section 13 and Section 16 filings under the Securities Exchange Act of 1934
(“Exchange Act”) and Form PF filings); (h) expenses related to NMCLO’s or its affiliates’
compliance with applicable regulatory and/or reporting requirements with respect to the
management and/or sponsorship of the CLO that are or could in the future be imposed by the SEC,
...

Item 7.        Types of Clients
NMCLO expects that each current and future CLO will be an exempted company incorporated
with limited liability under the laws of the Cayman Islands, Jersey, or Bermuda. In general, a CLO
is a pooled investment vehicle that has a tiered capital structure, issuing senior and mezzanine
notes that are rated by one or more rating agencies (the “Rated Notes”) and unrated subordinated
notes (the “Equity” and, together with the Rated Notes, the “CLO Securities”). The CLOs are, and
are expected to be, excepted from the definition of an “investment company” pursuant to Section
3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”) and the CLO
Securities are expected to be exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”) pursuant to Regulation D and/or Regulation S thereunder.

To the extent that the CLOs will not be investment companies subject to the 1940 Act and the CLO
Securities will not be required to be registered under the Securities Act, CLO Securities are offered
and sold in private placement transactions only to investors that are either (i) non-U.S. Persons in
offshore transactions in reliance on Regulation S or (ii) both “qualified institutional buyers” (as
defined in Rule 144A under the Securities Act) and “qualified purchasers” (as defined in Section
2(a)(51) of the 1940 Act), provided that certain notes can be issued to persons or entities that are
both “accredited investors” as defined in Section 501(a) of Regulation D under the Securities Act
and either qualified purchasers or “knowledgeable employees” within the meaning of Rule 3c-5
under the 1940 Act.

Additional details concerning applicable investor suitability criteria are provided in each CLO’s
Governing Documents. In most cases, CLO Securities must be purchased in minimum
denominations of $250,000, but these minimums can be waived in certain circumstances.