Silver Point Capital LP

fees and compensation.

Advisory Fees and Compensation – SPPC

Management Fees and Incentive Compensation. SPPC will pay to Silver Point, in respect of
each investor, an asset-based management fee payable quarterly in arrears and incentive
compensation calculated and payable quarterly and annually in arrears, as set forth in SPPC's
governing documents. SPPC Cayman Fund’s pro rata portion of any management fee,
incentive fee or other similar fee incurred in connection with the Private Credit Fund, as well
as the SPPC Cayman Fund’s pro rata portion of the Private Credit Fund’s operating expenses,
are ultimately indirectly borne by SPPC Cayman Fund, without duplication.

Advisory Fees and Compensation – The Select Overflow Funds

Management Fees and Incentive Compensation. The Select Overflow Funds will pay to Silver
Point, in respect of each investor, an asset-based management fee payable quarterly in advance
and incentive compensation in the form of carried interest calculated based on all income, gains
and losses derived from investments after the return to investors of their capital contributions.

Advisory Fees and Compensation – The CLO Equity Funds

Management Fees and Incentive Compensation. The CLO Equity Funds will pay to Silver
Point, in respect of each investor, an asset-based management fee payable quarterly in advance
and incentive compensation in the form of carried interest calculated as set forth in the CLO
Equity Funds' governing documents.

Payment of Fees

Fees and compensation paid or allocated to Silver Point or its affiliates by the Funds are
generally deducted from the assets of such clients or from capital called. As discussed above,
management fees are generally deducted on a quarterly basis, incentive compensation is
generally deducted or allocated on a quarterly or annual basis and upon a redemption or
withdrawal of an investor and performance-based compensation is generally deducted or
allocated on a realization basis, depending upon the Fund.

Additional Fees and Expenses – The Funds Generally

Expenses: Subject to its offering documents, each Fund generally bears its own expenses
resulting from or arising in connection with its organization, offering and operations. Such
expenses may include the following:

    (i)      third party legal, accounting, tax, auditing, consulting and other service-related
             expenses, including of other professionals;

    (ii)     fees payable to sub-advisors;

    (iii)    the management fees;

    (iv)     costs of obtaining and maintaining and fidelity bonding;

(v)      fees and expenses incurred in connection with the origination, investment
         activities, operations, administration, transactions, meetings, and liquidation;

(vi)     professional liability insurance (including costs relating to directors' and officers'
         liability insurance and errors and omissions insurance);

(vii)    fees and expenses associated with the Funds’ information, technology,
         communication, research and market data costs (including Bloomberg data and
         terminals or other devices or technology (including tools utilizing artificial
         intelligence) used to receive market research or data);

(viii)   fees and expenses (including legal fees, due diligence and travel, lodging and
         meals) relating to establishing and maintaining auditor, depositary, custodial,
         transfer agent, underwriter, trust services, administration services or prime
         brokerage relationships;

(ix)     fees and costs (including legal fees) of entering into ISDAs;

(x)      custodial and depositary fees;

(xi)     bank service fees;

(xii)    investment-related fees and expenses (such as brokerage commissions, third-party
         sourcing fees (based on quantitative, qualitative or other criteria), fees and
         expenses of legal and other compliance professionals (including related to
         monitoring Silver Point's information barrier), due diligence expenses and travel,
         lodging, conference and meal expenses) related to the sourcing, evaluation,
         discovery, investigation, negotiation, development, analysis, monitoring,
         structuring, purchase, trading, settling, holding or sale of investments, whether or
         not the investments are consummated (see also Item 12 Brokerage Practices),
         including the costs of data, benchmark licensing, third-party screening tools and
         other information or technology to undertake sustainability analysis, monitoring
         or investor reporting in relation to investments;

(xiii)   fees and expenses relating to establishing reputation and public relations in
         connection with self-sourced lending, investments or other financial transactions;

(xiv)     fees and expenses of any finders, senior advisors, originators, consultants
         (including sourcing consultants, operating consultants, research consultants,
         industry executives, advisors, operating executives and partners, consultants
         performing services with respect to portfolio companies, including related to
         private equity operations, industry expert consultants, tax consultants, other
         subject matter consultants and/or consultants or experts on sustainability matters
         including in relation to investments and any such person that participates in an
         advisory or other board established by Silver Point or its affiliates), which fees
         and expenses may be calculated based on assets or performance and/or include a
         fixed fee retainer, and/or fees and expenses in connection with identifying and/or

         engaging any such persons, independent and/or non-executive directors, and other
         persons acting in a similar capacity (in each case, whether or not such persons are
         engaged by a Fund and/or its affiliates in a dedicated or exclusive capacity);
...

TYPES OF CLIENTS

Silver Point and its affiliates provide investment advice to the Funds, as described above.