Phoenix Merchant Partners LP

Item 5: Fees and Compensation

The fees applicable to each Client are set forth in detail in the Client Documentation for such
Client.

A. Management Fee

General. Management fees paid to Phoenix for services provided to a Client are typically
based on a specified percentage of capital commitments, invested capital (including, if
applicable, borrowed amounts), net asset values or other similar metrics applicable to such
Client, in each case as set forth in the Client Documentation for such Client. In certain cases,
investors of a Client may negotiate reductions in their management fee obligations by way of

Phoenix Merchant Partners, LP                                                 Form ADV Part 2A

side letters or otherwise. Further, the Adviser from time to time enters into economic and/or
other fee sharing arrangements with respect to one or more Clients and/or certain investors
thereof and/or more third parties, the rights of which will not generally be made available to
other investors.

Management Fee Offset. Subject to each Fund’s governing documents, generally the
management fee payable by a Fund to Phoenix will be reduced by all or a portion (as disclosed
in the applicable Fund Document) of such Fund’s allocable share of (i) any arranging,
origination or other transaction fees (collectively, “Ancillary Fees”)) received by Phoenix or its
applicable affiliates for transactions effected for such Client’s account, (ii) organizational
expenses in excess of any agreed to cap, and/or (iii) any waived management fee agreed
between Phoenix and such Fund. Due to waived or reduced management fees and/or the
timing of receipt of compensation subject to offsets, Fund investors might not receive the full
benefit of reductions or offsets (e.g., during periods when the Adviser no longer receives
management fees, and receives compensation that would otherwise be subject to offset,
Phoenix, depending on certain elections that would be made by Fund investors, would be
entitled to retain such compensation without remitting any such amounts to the applicable
Fund or its investments).

Method of Payments. Management fees are paid to Phoenix by calling capital from the investors
of a Client, or directly billing a Client or the investors of such Client or paying such fees from
otherwise distributable cash or other cash on hand of the applicable Client, in each case
pursuant to the applicable Client Documentation as agreed to between Client or the investors
of such Client and Phoenix and in compliance with the Advisers Act.

Timing of Payments. Management Fee are typically paid by a Client to Phoenix quarterly in
advance, unless otherwise agreed to by a Client and Phoenix and as set forth in the applicable
Client Documentation. For purposes of calculating the management fee for each quarterly
period, invested capital are typically calculated as of the last day of the of the preceding
quarter.

Prepayment of Fees. Where management fees are charged in advance, the Adviser will provide
a pro rata refund of prepaid fees for any period in which the advisory relationship is terminated
before the end of the billing period. The refund will be calculated on a pro rata basis from the
date of termination through the end of the billing period.

B. Other Types of Fees or Expenses

Expenses of the Adviser

Except as provided herein or in the applicable Client Documentation, the Adviser and its
affiliates will be responsible for their respective administrative and overhead expenses
(including, without limitation, general systems and technology, but excluding systems, data
and technology developed or purchased for the predominant benefit of a Client’s investment
program), rent and general office overhead expenses and compensation of their employees.

Expenses of the Client

Subject to the terms of the Client Documentation for a Client, each Client, will typically bear
all organizational expenses, operating expenses (which may be subject to agreed upon caps in
respective the Client Documentation) and other expenses, including those incurred by the
Adviser and its affiliates on behalf of such Client, related to the formation and operation of
such Client and the execution of the Client’s investment strategy (and a share of any expenses

Phoenix Merchant Partners, LP                                                   Form ADV Part 2A

incurred in respect of more than one Client, with such expenses shared as provided for the
relevant Client Documentation or the Adviser’s expense allocation policies and procedures)
including, but not limited to:
•   Expenses related to the formation of a Client or any direct or indirect subsidiary of the
    Client, including without limitation, any financing subsidiary of the Clients and the offering
    of interests in a Client.
•   Fees, costs and expenses (including out of pocket travel expenses) associated with
    identifying, consummate, monitoring, managing and monetizing investments and
    prospective investments (including the fees, costs and expenses related to sourcing,
    purchasing, structuring, originating, monitoring, disposing of, financing, hedging,
    developing, negotiating and structuring investments) including the fees, costs and
    expenses of brokers, legal counsel, accountants, consultants and other third parties,
    whether or not any such transaction is actually consummated (e.g. broken deal costs). In
    general, it is expected that a Client will bear the portion of broken deal costs allocable to
    potential co-investors in an unconsummated investment.
•   Costs and expenses relating to consultants, attorneys, or other professionals or advisers
    who provide research, advice, proxy voting services or due diligence services with regards
    to investments, research related expenses, appraisal fees and expenses (including
    obtaining an independent third-party valuation of assets) and investment banking
    expenses).
...

Item 7: Types of Clients

 The Adviser provides investment advisory services to the following types of clients:

    •   Pooled investment vehicles (i.e., the Funds and any future private funds)

    •   Insurance companies and reinsurance companies (primarily through the Relying Adviser)

    •   Institutional investors, including pension and profit-sharing plans, endowments, and
        foundations

    •   Family offices and high-net-worth individuals

Phoenix Merchant Partners, LP                                                   Form ADV Part 2A

    •       Banks and other financial institutions

    •       Sovereign wealth funds and other governmental entities

    •       Other qualified purchasers and accredited investors

The Firm currently advises the following Funds:

        •    Phoenix Credit Partners Fund, LP, a Delaware limited partnership (the
             “Delaware Fund"); and
        •    Phoenix Credit Partners, Fund (Cayman), LP (the “Cayman Fund"), a Cayman Islands
             exempted limited partnership.

Any initial and additional investment minimums are disclosed in the governing documents for
the relevant Clients.