Shenkman Capital Management Inc

ITEM 5:        FEES AND COMPENSATION

A. HOW WE ARE COMPENSATED

Asset-Based Fees. Shenkman generally charges asset-based management fees based on the value of the Shenkman Client’s
assets under management. Our management fees range from 0.000% to 1.250% of assets under management, depending on
the strategy involved and the vehicle in which the assets are held (e.g., a separately managed account or private fund). We
negotiate fee arrangements with separately managed account clients and investors in Sponsored Funds based on their specific
facts and circumstances, including the amount of assets to be placed under management, related accounts under management,
lock-up or liquidity terms, portfolio style, account composition, reporting requirements, and other factors. In addition to
charging management fees based on assets under management, Shenkman charges management fees based on invested capital
or the notional value of assets. Shenkman Clients’ Governing Documents outline the circumstances whereby the basis upon
which the asset-based fee is calculated would be changed or adjusted in connection with an investment having experienced a
change in value, such as a write down due to a permanent impairment, a loss for tax purposes or a complete write-off of the
investment. We also aggregate certain related accounts when calculating management fees. We may also receive an asset-
based management fee for the services we provide to each Sponsored Fund, which are described in the applicable Governing
Documents of each fund.
Performance-Based Fees. We receive performance-based compensation from certain Sponsored Funds and separately
managed account clients. The fees applicable to the Sponsored Funds are set forth and described in the applicable Governing
Documents of each fund. Consistent with applicable laws and regulations, including Rule 205-3 under the Advisers Act, we
receive performance-based fees from certain of our separately managed account clients as provided for in their respective
investment advisory agreements. Performance fees generally range from 0.000% to 20.000% of returns and may be subject to
performance hurdles, loss carry forwards, or other restrictions. Please see “Item 6: Performance-Based Fees and Side-by-Side
Management” for more information regarding performance-based fees.
Fixed Fees. We may receive fixed fees from certain Shenkman Clients for providing investment advisory services, including
but not limited to assistance, guidance, recommendations, and other advisory services.
Service-Based Fees. As noted in Item 4, Shenkman has entered into an Intercompany Services Agreement with RCA pursuant
to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared team members and
systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance,
information technology and development, and human resources. Such credit research and analysis and support services are
then provided by RCA, for a fee, to RCLO under the Staff and Services Agreement. See “Item 10: Other Financial Industry
Activities and Affiliations” for more details describing the Intercompany Services Agreement.
Other Fees. Shenkman has the ability to enter into investment advisory agreements that provide for different fee terms than
are described above.
The precise amount of, and the manner and calculation of, the fees for each Shenkman Client are disclosed in each Shenkman
Client’s applicable Governing Documents. Fees charged to some clients may differ from fees charged to other clients; in those
and other situations, such differences are subject to separately negotiated terms and may (or may not) be disclosed to other
clients or investors in a Sponsored Fund, subject to each client’s Governing Documents and/or applicable law. In certain
circumstances, the fee payable to Shenkman by underlying investors of a Sponsored Fund will vary among such investors.

B. BILLING AND DEDUCTION OF FEES

Asset-based management fees are generally charged in arrears on a monthly, quarterly, or annual basis based on the total net
asset value of the assets in the client account (including net unrealized appreciation or depreciation of investments and cash,
cash equivalents and accrued interest) on the last day of the month or quarter or at year-end (as applicable). Performance-
based fees are typically payable annually in arrears based upon the amount by which the client’s investment returns for the
year (or other time period) exceed a high water mark and/or a specified rate of return. The specific manner in which we charge
our fees for separately managed account clients is set out in a written agreement with each client. The specific manner in
which fees are charged to investors in our Sponsored Funds are described in the applicable Governing Documents. We do not
deduct advisory fees from separately managed accounts (except in limited situations when specifically instructed by a client).
We typically send an invoice to clients or their custodians on a quarterly, monthly or annual basis (as applicable). In certain
cases, a client will send payment to us based upon its custodian’s and/or prime broker’s valuation of the account’s value,
and/or calculation of the fee amount due. We direct the custodians and/or prime brokers of certain of our Sponsored Funds

to deduct our asset-based fees and any performance fees. For our Sponsored Funds that are CLOs/CBOs, payment of fees is
generally made through an independent trustee who is responsible for calculating and processing the payment pursuant to the
relevant indenture. For Sponsored Funds that are Mutual Funds payment of fees is generally made by each fund’s
administrator who is responsible for calculating and processing the payment pursuant to the Mutual Fund’s prospectus.
The manner by which RCA pays Shenkman is set forth in the Intercompany Services Agreement.

C. OTHER FEES AND EXPENSES
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ITEM 7:           TYPES OF CLIENTS

We provide investment advisory services to a wide variety of clients, including, without limitation:

                    •   corporations;
                    •   corporate ERISA plans;
                    •   public pension plans;
                    •   Taft-Hartley plans;
                    •   religious and charitable organizations;
                    •   endowments and foundations;
                    •   insurance companies;
                    •   mutual funds;
                    •   private funds (single investor or commingled (including AIFs));
                    •   rated note funds;
                    •   CLOs;
                    •   CBOs;
                    •   government entities and government-sponsored entities;
                    •   family offices and high net worth individuals; and
                    •   wrap fee programs.