Onex Credit Partners LLC

FEES AND COMPENSATION

Onex Credit and/or affiliates acting as the general partners (or equivalents)of the Funds generally receive
management fees and performance-based compensation and could receive certain additional
compensation in connection with management and other services performed for portfolio companies (e.g.,
Supplemental Fees, as defined below) of the Funds. The relevant Fund’s pro rata share of such
Supplemental Fees is generally offset in whole against the management fees otherwise payable to Onex
Credit to the extent provided by the Governing Documents, all as further described below. Certain Funds
are not subject to management fees and/or performance-based compensation, as negotiated at the time of
establishment thereof and as set forth in the relevant Governing Documents. In addition to management
fees, performance-based compensation and any other additional compensation in connection with
management services, investors in a Fund also bear certain expenses, as described below.

The precise amount of, and the manner and calculation of, the management fees payable with respect to
each client are negotiated on a vehicle-by-vehicle basis, depending upon the size of their commitments,
the timing of those commitments, and other factors negotiated between the investors and Onex Credit,
and are set forth in the relevant Governing Documents. Different Funds are subject to different advisory
fees as compensation for the investment advisory services rendered to the applicable client. Management
fees and expenses could also be paid out of reserves of the applicable Fund.

Management Fees

Depending on the type of client and the advisory services provided to such client, Onex Credit receives
management fees of up to 1.75% per annum. Management fees generally accrue and are paid on either a
monthly or quarterly basis in arrears (meaning such fees are paid only after advisory services are
rendered). Management fees for CLOs are based on the principal and cash balances of the CLO.
Management fees for certain clients are generally based on a percentage of the capital contributions made
to such client or capital invested by such client. Management fees for other clients are generally based on
the net or gross (depending on the specific strategy and client) asset value of the Fund account. Certain
clients are not charged a management fee.

Installments of the management fee payable for any period other than a full monthly or quarterly period
(as applicable) are adjusted on a pro rata basis based upon the actual number of days in such period. If a
Fund’s investment management agreement is terminated or a withdrawal is made from a Fund account
during a management fee billing period, the management fee payable to Onex Credit will be calculated
based on the value of the assets on the termination date or withdrawal date and prorated for the number of
days during such period in which the investment management arrangement was in effect or such amount
was in the account.

These fees can be negotiated and fees for any managed accounts are negotiated on a case-by-case basis.
Please refer to the applicable Governing Documents for complete information on the timing, nature and
amount of management fees and performance-based compensation payable in respect of each client. The
Governing Documents set forth the full list of items under which a Fund’s management fee will be
reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified
management fee in the Governing Documents until they are reduced in the circumstances and on the
date(s) specified therein.

Performance Compensation

Onex Credit typically also receives performance-based compensation, which is based upon a share of the
client’s net profits and may include net unrealized gains and losses on investments. This compensation is
paid or reallocated to Onex Credit or to a related person of Onex Credit and is equal to an amount of up to
20% of a Fund’s net profits, in some cases subject to a preferred return. Certain clients are not charged
performance-based compensation. Profit allocations typically represent a specified percentage of realized
and unrealized net profits earned by a Fund (after accounting for the allocable amount of management
fees, organizational and offering expenses and other expenses associated with the operation and activities
of the Fund) and are subject to hurdles and/or clawbacks as specified in the Governing Documents.

Other Expenses

To the extent that Onex Credit or related persons of Onex Credit are entitled to receive certain
supplemental fees and other amounts (“Supplemental Fees”) in connection with an investment or
potential investment opportunity (e.g., break-up fees, director’s fees, monitoring fees and transaction
fees), generally 100% of such Fund’s allocable pro rata share of such Supplemental Fees paid to Onex
Credit, any entity owned and controlled by one or more partners of Onex Credit, or any affiliate, partner,
officer or member of the staff of Onex Credit or of any service provider for services rendered to or with
respect to such investment or potential investment opportunity (a “Service Provider”) offsets the
management fees otherwise payable to Onex Credit in accordance with the Governing Documents of such
Fund. The remaining amount of such fees will be retained by Onex Credit. To the extent that such an
offset credit would reduce the management fee for the relevant period below zero, the credit will be
carried forward for future application against payable management fees. In certain cases, as a matter of
practice, Onex Credit is paid fees of the type referred to in this paragraph from, on behalf of or with
respect to co-investors in an investment, and reserves the right to receive fees relating to the structuring
and administration of co-investment arrangements. As described above, the receipt of such Supplemental
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TYPES OF CLIENTS

Onex Credit’s clients consist of pooled investment vehicles, including private funds, closed end funds,
CLOs, institutional accounts and other investment advisers, and any references in this brochure to
“clients” and to Onex Credit’s related duties to and practices on behalf of its clients and/or investors
should be construed accordingly.

Onex Credit and its related persons generally require that, to the extent required by applicable law, each
investor in a Fund be an “accredited investor” as defined in Regulation D under the Securities Act, a
“qualified client” within the meaning of the Advisers Act, and typically, either a “qualified purchaser” or
a “knowledgeable employee” within the meaning of the Investment Company Act. Onex Credit typically
offers investment opportunities in our pooled investment vehicles to banks and other financial
institutions, public and private pension and profit-sharing plans, endowments, foundations and trusts,
sovereign wealth funds, insurance companies, charitable organizations, government agencies or other
institutional investors or corporations or business entities, as well as high-net-worth individuals and
estates or family offices of high net worth individuals and often include, directly or indirectly, principals
or other personnel of Onex and its affiliates and members of their families, or other service providers
retained by Onex or a Fund, as well as executives of portfolio companies. Certain advisors and other
service providers (including accountants, administrators, lenders, bankers, brokers, attorneys, consultants,
investment or commercial banking firms and certain other advisors and agents) to a Fund’s general
partner (or equivalent), a Fund or its operating companies may also be investors in or co-investors
alongside a Fund.

With respect to any client that is a pooled investment vehicle, any initial and additional subscription
minimums are disclosed in the Governing Documents for the relevant pooled investment vehicle.