OFS CLO Management LLC

Item 5          Fees and Compensation

The CLO Management Agreements specify the terms of OFS CLO Management’s compensation.
Generally, to the extent funds are available in accordance with the priority of payments set forth in
the relevant CLO Indenture, each Client will pay OFS CLO Management: (i) a senior management
fee ranging from approximately 0.125% to 0.15% per annum; (ii) a subordinated management fee
ranging from approximately 0.15% to 0.225% per annum, in each case, of the par value of the
underlying investments held by the Client; and (iii) an incentive management fee equal to
approximately 20% of the Client’s net principal and interest income after holders of the Client’s
residual interest notes have received an annualized internal rate of return ranging from
approximately 12% to 14%, depending on the Client.

The senior and subordinated management fees and incentive management fees will vary by Client
based on a variety of factors, including the nature of the Client’s proposed investments. Moreover,
certain investors may negotiate for more favorable compensation arrangements with OFS CLO
Management for a rebate or reduction on the management fees attributable to their investment, the
provision of additional information or reports, more favorable transfer rights and more favorable
liquidity rights.

Subject to the specific terms of their respective CLO Management Agreements, OFS CLO
Management typically bills the Clients directly for their fees quarterly, in arrears. CLO Management
Agreements initiated or terminated during a quarter may be charged a prorated base and subordinated
management fee and incentive fee. OFS CLO Management expects that each CLO Management
Agreement will continue in effect until the earlier of the: (i) liquidation of all assets in the CLO portfolio
and the final distribution of the proceeds of such liquidation; and (ii) termination of OFS CLO
Management for cause (as defined in the CLO Management Agreement). In addition, each CLO
Management Agreement is expected to allow OFS CLO Management to resign upon specified, prior
written notice to the Client, the indenture trustee and the applicable rating agencies. If a CLO
Management Agreement is terminated for any reason, or if OFS CLO Management resigns or is
removed, the fees and expenses payable by the CLO to OFS CLO Management that have not yet been
paid or reimbursed shall be due and payable following its termination, resignation or removal.

Unless otherwise provided in the CLO Management Agreement, OFS CLO Management is
responsible for all its ordinary expenses incurred in the performance of its obligations under each
CLO Management Agreement, including the fees and expenses of any third parties it employs to
perform such obligations. Any expense reimbursements will be payable only to the extent funds are
available therefor in accordance with and subject to the limitations contained in each CLO Indenture.

Each Client is responsible for certain costs and expenses incurred by OFS CLO Management on its
behalf, as specified in the Client’s Governing Documents, which will typically include, among others,
the following:

         (i)       costs and expenses incurred in connection with the establishment of the Client;

         (ii)      fees and expenses payable to rating agencies, consultants, legal counsel, accountants,
                   or other agents, experts, or professionals;

        (iii)    fees and expenses in connection with the acquisition, voting, or disposition of
                 investments, including: (a) investment related travel, communications and related
                 expenses; and (b) amounts in connection with the termination, cancellation or
                 abandonment of a potential acquisition or disposition of any portion of the collateral
                 that is not consummated;

        (iv)     fees and expenses in connection with the carrying or management of investments,
                 including costs and expenses for services and products (including information
                 systems) relating to subscriptions and services from rating agencies and other service
                 and research providers, portfolio management, communications with security holders,
                 loan pricing and valuation, trade execution, loan administration and booking and
                 compliance employed by OFS CLO Management;

        (v)      fees and expenses incurred in connection with the CLO Notes;

        (vi)     fees and expenses in connection with trade execution, taxes, governmental costs,
                 transfer fees, insurance and other similar costs;

        (vii)    any and all insurance premiums or expenses incurred by OFS CLO Management in
                 connection with the activities of the Client;

        (viii)   any and all fees and expenses incurred by OFS CLO Management in connection with
                 the establishment of any blocker subsidiary; and

        (ix)     expenses incurred to comply with any law or regulation related to the activities of the
                 Client and OFS CLO Management.

Such fees and expenses may, if permitted by the Governing Documents, include OFS CLO
Management’s reasonable allocation of a portion of its overhead costs and expenses, including
employment compensation.

Clients may incur certain charges imposed by custodians, trustees, brokers and other third parties,
including custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees and other fees and taxes on brokerage accounts and securities transactions. OFS
CLO Management will not receive a brokerage commission or other compensation attributable to the
sale of securities or other investment products. For a detailed discussion of the factors that OFS CLO
Management considers in selecting or recommending broker-dealers for Client transactions and
...

Item 7    Types of Clients

OFS CLO Management provides services to CLOs. Investors in the CLOs may include banks,
insurance companies and other institutions, as well as private funds, sovereign wealth funds and
government or private pension funds.

The CLO Notes are not registered under the Securities Act of 1933 (“Securities Act”) or any state
securities laws and may only be purchased: (i) outside the United States by persons that are not U.S.
persons in accordance with Regulation S of the Securities Act; or (ii) within the United States by
“qualified institutional buyers” pursuant to Rule 144A of the Securities Act. In addition, certain
tranches of CLO Notes are sold to “accredited investors” as defined in Rule 501(a) of Regulation D
of the Securities Act. Both qualified institutional buyers and accredited investors must also be
“qualified purchasers” as defined in the Investment Company Act of 1940, as amended (“Investment
Company Act”).