Bardin Hill Arbitrage IC Management LP

Item 5: Fees and Compensation

IC Management receives compensation from the investment managers of the advisory
clients calculated as a percentage of the assets under management by IC Management.
Neither IC Management nor any of IC Management’s Employees receives any transaction-
based compensation for the sale of securities or other investment products.

The asset-based fees with respect to RICs are calculated by the RIC’s principal investment
manager on the average daily allocated assets in accordance with the relevant RIC’s
methodology and paid by the principal investment manager to IC Management monthly or
quarterly in arrears, subject to pro-ration in the event the relevant sub-advisory agreement
is terminated before the end of the fee period.

RICs are generally responsible for all costs and expenses directly related to portfolio
investments or prospective investments (whether or not consummated), including payment
of brokerage commissions, transfer fees, registration costs, interest on debit balances or
borrowings, commitment fees, custodial fees any withholding or transaction related taxes.

When Bardin Hill incurs expenses on behalf of multiple advisory clients, it seeks to allocate
the expenses among the applicable advisory clients in a fair and equitable manner and
consistent with the advisory clients’ governing documents. We typically allocate expenses
directly related to a specific investment among advisory clients based on the relative value
of the positions being acquired, held or sold, and shared expenses not directly related to a
specific investment are generally allocated based on the relative net asset value of advisory
client accounts to the extent the relevant sub-advisory agreement permits charging such
expenses to the advisory client. However, we may apply other expense allocation formulas
and methods at our discretion. We cannot guarantee the accuracy of all expense allocations
and are not financially responsible for incorrect allocations in the absence of a breach of
the standard of care set forth in the relevant sub-advisory agreement. Bardin Hill is at times
subject to a conflict of interest in determining whether to allocate expenses to one advisory
client, among several advisory clients, or among Bardin Hill and advisory clients. In order
to address such conflicts, Bardin Hill seeks to allocate expenses in a fair and equitable
manner, consistent with applicable disclosures in relevant governing documents.

For more information on brokerage transactions and costs, please see Section 9: Brokerage
Practices.

Item 7: Types of Clients

We provide advisory services solely to RICs by entering into sub-advisory agreements with
their investment managers.

Item 8: Method of Analysis, Investment Strategies, and Risk of Loss

Investment Strategy

IC Management seeks to identify structural market inefficiencies and situations where its
research suggests the risk less asymmetric than for similar strategies, particularly with
respect to merger arbitrage opportunities.

Method of Analysis

IC Management’s investment research and analysis begins with idea generation, a process
which is highly collaborative. Analysts and Portfolio Managers source and evaluate ideas
from proprietary research, sell-side analysts, industry experts, company contacts, buy-side
peers, news media, and other third-party sources as well as from professional colleagues
working across Bardin Hill’s various investment platforms.

IC Management investment professionals generally meet every morning to discuss the
macro environment, news related to the portfolio, contemplated investments, and new
ideas. Portfolio Managers and analysts from other Bardin Hill strategies also frequently
attend these morning meetings, thereby allowing IC Management to leverage their unique
and varied expertise. The team researches each investment idea and existing positions in
an iterative fact-finding process. Generally, extensive proprietary qualitative and
quantitative analysis, legal due diligence, and information gathered from various internal
Bardin Hill and third-party sources are all integral to the research process.

Investment decisions are made on a bottom-up basis. Position sizes are determined in
connection with risk limits obtained by using downside analyses based on internal
estimates. IC Management takes an opportunistic and value-oriented approach to each new
investment allocation, applying each applicable advisory client’s investment guidelines
and IC Management’s portfolio construction techniques to size the positions appropriately.

This bottom-up approach is supplemented by a top-down overlay, whereby Portfolio
Managers seek to limit the risk of individual positions according to various shock-
drawdown scenarios and take into account macroeconomic and market conditions during
the portfolio construction process. Moreover, portfolios, in addition to being hedged at the
position level, are also hedged at the portfolio level.

Risk of Loss

IC Management’s dedication to the rigorous management of risk within and across subsets
of its portfolios is designed to identify and address effectively the sorts of risk inherent in
the types of transactions in which our advisory clients participate. However, despite our
risk management process, investing in any securities or other assets involves a risk of loss
that our advisory clients and the investors in our advisory clients must be prepared to bear.

Examples of potential areas of risk associated with the investment strategy in which we
engage are:

High Turnover. IC Management trading activities may be made on the basis of short-term
market considerations. The portfolio turnover rate may be significant, potentially involving
substantial brokerage commissions, related transaction fees, and expenses and financing
charges.

Equity Securities Generally. IC Management’s advisory clients engage in trading equity
securities. Market prices of equity securities generally, and of certain companies’ equity
securities more particularly, frequently are subject to greater volatility than prices of fixed-

income securities. Market prices of equity securities as a group have dropped dramatically
in a short period of time on numerous occasions in the past, and they may do so again in
the future. As a result, Bardin Hill’s advisory clients may suffer losses if they invest in
equity instruments of issuers whose performance diverges from Bardin Hill’s expectations
or if equity markets generally move in a single direction and Bardin Hill’s advisory clients
have not hedged against such a general move. In addition, actual and perceived accounting
irregularities may cause dramatic price declines in the equity securities of companies
reporting such irregularities or which are the subject of rumors of accounting irregularities.

Merger Arbitrage. Our merger or “risk” arbitrage strategy depends upon our ability to
identify merger activity to capture (or sell short) the spread between current market values
of securities and their values after successful completion of a merger, restructuring, or
similar corporate transaction. Merger arbitrage investments may incur significant losses
when anticipated merger or acquisition transactions are not consummated. The
consummation of mergers, tender offers, and exchange offers may be prevented or delayed
by a variety of factors including: (i) regulatory and antitrust restrictions, (ii) political
factors, (iii) industry weakness, (iv) stock-specific events, (v) failed financings, and (vi)
unforeseen circumstances. Merger arbitrage positions are also subject to the risk of overall
market movements. To the extent that a general increase or decline in equity values affects
the stocks involved in a merger arbitrage position differently, the positions may be exposed
to loss. Merger arbitrage strategies also depend for success on the overall volume of merger
activity, which historically has been cyclical in nature.

Non-Controlling Investments. IC Management advisory clients typically make non-
controlling investments and, therefore, may have a limited ability to protect its investments
and may be adversely affected by actions taken by the majority equity holders of the
portfolio companies in which they invest.

Purchasing Securities of Initial Public Offerings. IC Management’s advisory clients may
purchase securities or other instruments of companies involved in initial public offerings
or shortly thereafter. Special risks associated with these securities or other instruments may
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