Partners Group US Management CLO LLC

Item 5 – Fees and Compensation

The following is a general description of the fees, compensation, and other expenses of the Advisers. The
governing documents of each Relevant CLO describe fees, compensation, and expenses in greater detail.
Clients should refer to such governing documents of the Relevant CLO for a complete understanding as to
how the Advisers or their affiliates are compensated for advisory services. The information provided herein
is qualified in its entirety by such governing documents.

Management Fees

The Advisers receive management fees as compensation for their collateral management services to the
Relevant CLOs. Information on such management fees is set forth in the Relevant CLO governing
documents. Management fees will be payable in arrears, generally on a quarterly basis, and will be paid
out of the priorities of payment set out in the relevant governing documents of the Relevant CLO. Clients
will be billed for fees incurred.

The Advisers receive management fees in the form of an asset-based "Senior Collateral Management Fee"
generally of 0.10%-0.15% per annum, "Subordinated Collateral Management Fee" of 0.25-0.40% per
annum and an "Incentive Collateral Management Fee" (collectively "management fees") in respect to its
services to the Relevant CLOs. Typically, the relevant priority of payment is to pay the Senior Collateral
Management Fee first, the Subordinated Collateral Management Fee next and after the stated threshold
has been reached, the Incentive Collateral Management Fee, if any, will be paid. The Senior Collateral
Management Fee or Subordinated Collateral Management Fee can be waived or deferred by the Advisers
pursuant to the Relevant CLO governing documents.

The Shared Service Providers will be entitled to receive a “Shared Services Provider Fee” payable thereto.
The “Shared Services Provider Fee” will accrue from the closing date of each Relevant CLO managed by
the Relying Adviser, and will be payable by the Relying Adviser quarterly in arrears on each distribution
date of the applicable Series in an amount equal to: (i) 100% of the combined amount of the senior
management fee and the subordinated management fee actually paid by such Relevant CLOs to the
Relying Adviser; plus (ii) 100% of the Incentive Collateral Management Fee actually paid by such Relevant
CLOs to the Relying Adviser (in each case, net of any CLO Fee Rebates); minus (iii) any US Retention
Fees (which retained amounts shall be treated as contingent deferred consideration) in accordance with
the Shared Services Agreements. No additional fees are charged for the Shared Service Provider Services
except as set forth above and in the Relevant CLO's governing documents. The Relying Adviser will
promptly reimburse the Shared Services Providers (and no less often than when the Relying Adviser itself
is reimbursed therefor) for any out-of-pocket fees, expenses or other amounts advanced by the Shared
Services Providers on behalf of the Relying Adviser, any such CLO or any other subsidiary of the Relying
Adviser, including any and all costs and expenses borne by the Shared Services Providers that are
reimbursable to the Relying Adviser in its role as Collateral Manager to any CLO (or any Warehouse Facility

related thereto), in the Relying Adviser Partnership Agreement, and CLO governing documents. Each
Shared Services Provider will be responsible for its expenses, costs and disbursements relating to its day-
to-day operation (to the extent not a responsibility of the Relying Adviser or a Series as described in the
Relying Adviser Partnership Agreement or a Series Schedule), including overhead expenses, remuneration
and expenses paid to its officers, directors and/or employees, rent expenses, equipment and administrative
expenses and utilities expenses. In the event that any applicable expenses are incurred with respect to the
arrangement and clients for whom the Shared Services Provider or any of its Affiliates are providing
investment advisory services, the Shared Services Provider and such Affiliates will allocate such costs
across the entities benefitting therefrom on such basis as they determine, in their sole discretion, to be fair
and reasonable. The Shared Services Provider and its respective Affiliates will be entitled to reimbursement
to the extent they advance or otherwise pay for relevant Expenses.

Costs and Expenses

Pikes Peak CLO Costs and Expenses

For the Advisers’ Pikes Peak CLO products (“Relevant Pikes Peak CLO”), except as otherwise agreed to
by a Relevant Pikes Peak CLO and the Advisers, the Relevant Pikes Peak CLO will be charged the costs
and expenses of the Advisers and of each Relevant Pikes Peak CLO incurred in connection with the
negotiation, preparation and execution of the relevant Collateral Management Agreement that establishes
the Advisers as collateral manager(s) to each Relevant Pikes Peak CLO and any amendment thereto, and
all matters incidental thereto. Each Relevant Pikes Peak CLO that engages the Advisers as collateral
managers will reimburse the Advisers, the Adviser’s affiliates, Shared Service Providers or Shared Service
Provider affiliates (together “Relevant Cost Entities”) for the allocable portion of any fees, costs,or expenses
reasonably incurred in connection with services they provide under the Collateral Management Agreement
provided that, unless approved by an independent review party such expenses shall not be greater than
those that would be payable to a third party under arm’s length terms for the provision or performance of
similar services) including, without limitation;

        (a) the cost of legal advisers, consultants, rating agencies, accountants, brokers and other
        professionals retained on behalf of a Relevant Pikes Peak CLO),

        (b) the administrative costs of the Relevant Pikes Peak CLO or Relevant Cost Entities related to
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Item 7 – Types of Clients

The Advisers provide investment management services solely as collateral managers to CLOs. The Adviser
also provides sub-advisory services to an institutional client.