Bain Capital Credit LP

Item 5. Fees and Compensation

Fees

As compensation for investment advisory services rendered to Bain Capital Credit
Clients, Bain Capital Credit generally receives an advisory fee (“Advisory Fee”).
Advisory Fees billed to Bain Capital Credit Clients vary client by client and are
generally payable quarterly in advance, quarterly in arrears, semi-annually in
arrears, or a combination thereof. 4 Advisory Fees paid by a Bain Capital Credit
Client are indirectly borne by the investors in such Bain Capital Credit Client. The
fee structures described above are modified from time to time.

In respect to the 1940 Act Funds, Bain Capital Credit receives either an advisory
fee payable by the relevant 1940 Act Fund pursuant to an Advisory Agreement
between Bain Capital Credit and the 1940 Act Fund or a sub-advisory fee payable
by the relevant 1940 Act Fund’s investment adviser pursuant to a Sub-Advisory
Agreement between Bain Capital Credit and each such investment adviser. Such
fees are generally paid quarterly in arrears. The precise amount of, and the
manner and calculation of, the Advisory Fee for each Bain Capital Credit Fund
(except for the 1940 Act Funds) is established by Bain Capital Credit and set forth
in such Bain Capital Credit Fund’s Advisory Agreement and/or other offering
documentation provided to each investor prior to investment in such Bain Capital
Credit Fund. In particular, for CLOs, the Advisory Fee is set in the collateral
management agreement or related documentation. The Advisory Fees for CLOs
may include both a base and subordinated collateral management fee. Advisory
Fees billed to Separate Account Clients are individually negotiated. Upon
termination of an Advisory Agreement, appropriate treatment, including, where
applicable, returning prepaid Advisory Fees on a prorated basis, will be given to
Advisory Fees collected in advance. Advisory Fees sometimes differ from one
Bain Capital Credit Fund or Separate Account Client to another, as well as among
investors in the same Bain Capital Credit Fund.

In addition, Bain Capital Credit is entitled to certain incentive compensation when
certain conditions are met. In certain circumstances, Bain Capital Credit generally
may elect to defer payment or distribution of its Advisory Fee and/or incentive
compensation. If deferred, Bain Capital Credit may be entitled to receive interest
on the deferred portion of the management fee and/or incentive fee. See Item 6
(“Performance-Based Fees and Side-By-Side Management”) for more information
on incentive fees. Bain Capital Credit also may elect to waive payment or
distribution of its fees.

subsidiaries (including those that file separate Form ADVs), and includes credit vehicles managed by Bain
Capital Investments (Europe), Ltd.

  Some Bain Capital Credit Clients pay fees on different schedules.

Expenses

While Bain Capital Credit Clients generally bear their own expenses, these
expenses vary among Bain Capital Credit Clients and are subject to the terms and
conditions set forth in the applicable Bain Capital Credit Client’s offering materials,
governing documents, or other analogous organizational documents. The
expenses generally borne by Bain Capital Credit Funds are outlined below. Certain
Separate Account Clients bear similar expenses to Bain Capital Credit Funds,
depending on the terms of the Advisory Agreement negotiated with the applicable
Separate Account Client. The 1940 Act Funds may bear similar expenses pursuant
to their governing documents and may also bear, among other expenses, transfer
agency and distribution related expenses.

To the extent not paid by portfolio companies or other investment vehicles, and
unless otherwise specified herein, each eligible Bain Capital Credit Fund bears its
organizational (which shall be allocated among Bain Capital Credit Fund limited
partners as set forth in the applicable Advisory Agreements), operational, and
offering expenses and obligations, which include, to the extent applicable:

•   all expenses (including for services performed either by internal staff of Bain
    Capital Credit, the General Partner, or affiliates) of (i) organizing and
    establishing any General Partner, each Bain Capital Credit Fund, any
    intermediate investment vehicle or respective affiliates and (ii) the offering of
    interests in each Bain Capital Credit Fund (including legal and accounting
    expenses, filing fees and expenses, travel, meals, entertainment,
    accommodation and related expenses, printing costs, costs and expenses
    relating to the acceptance and redemption of any seed commitment, or any
    other expenses incurred with respect to the offering of such interests);

•   all investment-related expenses (including any such expenses incurred in
    connection with potential investments, platform companies and add-on
    acquisitions, in each case, whether or not completed), including expenses
    relating to identifying, discovering, sourcing, developing (including any
    retainers, success and finder’s fees and other compensation paid to
    contractors, senior advisers, joint venture partners, fundless sponsors and
    sourcing and operating partners), evaluating, valuing, researching,
    investigating, structuring (including rating agency fees and expenses),
    diligencing, monitoring, maintaining, servicing, purchasing, making, holding,
    acquiring, registering (including notary and “gestoria” costs), selling (or
    potentially selling), refinancing (including any brokerage, borrowing and
    financing fees or expenses) or restructuring investments (whether or not
    completed, including broken deal and reverse break-up fees, liquidated
    damages, forfeited deposits, reverse termination fees or similar payments);

    all lodging, travel, transportation (including the use of private/chartered, first
    class or business class travel and taxis and car rentals and any form of other
...

Item 7. Types of Clients

Bain Capital Credit currently provides investment advisory services to Bain Capital
Credit Funds. Investment advice is provided directly to Bain Capital Credit Funds
(subject to, in the case of Bain Capital Credit Partnerships, the direction and
control of the General Partner of each Bain Capital Credit Partnership) and not
individually to investors in any Bain Capital Credit Fund. Bain Capital Credit also

provides investment advisory and investment management services to various
entities that are Separate Account Clients. In addition, Bain Capital Credit also
provides certain resources and services to several of its subsidiaries.

Except for the 1940 Act Funds, interests in Bain Capital Credit Funds are offered
pursuant to applicable exemptions from registration under the Securities Act and
the 1940 Act. Investors in Bain Capital Credit Funds (except for the 1940 Act
Funds) include high net worth individuals, banks, thrift institutions, pension and
profit-sharing plans, sovereign wealth funds, trusts, estates, charitable
organizations, university endowments, corporations, limited partnerships, and
limited liability companies or other business entities.

Minimum investment commitments are established for limited partners in Bain
Capital Credit Partnerships, which are no less than the legal eligibility
requirements. Bain Capital Credit and, in the case of each Bain Capital Credit
Partnership, the General Partner of such Bain Capital Credit Partnership, in its sole
discretion, have in certain circumstances permitted investments that are less than
the minimum investment commitment of such Bain Capital Credit Fund. Bain
Capital Credit seeks to establish separately managed accounts with
approximately a $100,000,000 base, although Bain Capital Credit, in its sole
discretion, has in the past permitted, and has discretion to permit in the future,
investments that are less than such amount.