Man Capital Management LLC

ITEM 5: FEES AND COMPENSATION

      A fee schedule is omitted because this Brochure is being delivered only to qualified
      purchasers, as defined in section 2(a)(51)(A) of the Investment Company Act of 1940.

      The Firm does not maintain a basic fee schedule. Fees for each Client are determined on a
      case-by-case basis.

      All fees described in this section are generally subject to waiver or reduction by the Firm in
      its sole discretion, including waivers or reduction for investments by employees 2 and
      affiliates. Accordingly, fees may differ among and between Clients. The Firm may provide
      advisory services to its employees and affiliates without compensation. In addition, fees may
      be negotiable or waivable depending upon a variety of factors, including, among other things,
      type and extent of advisory services offered, amount of assets under management, the overall
      relationship with the Client and other services offered to the Client. The Firm’s fees and
      compensation may be shared from time to time with its affiliates.

      Because certain expenses are paid for by Clients or, if incurred by the Firm, are reimbursed
      by the appropriate Clients, the Firm may not have an incentive to seek out the lowest cost
      options when incurring (or causing a client to incur) such expenses.

      Clients may invest in investments that charge additional fees which may include other
      management fees.

      The following is a general overview of the types of fees the Firm charges its Clients and
      includes a description of:

         a.       Advisory Fees and Compensation
         b.       Payment of Fees
         c.       Additional Fees and Expenses

      Subject to the terms of the agreements and governing documents, the Firm is paid by each
      CLO Issuer, on a quarterly basis in arrears: (i) senior and subordinated management fees that
      currently range, on a combined basis, of 45 bps per annum of the principal amount of assets
      under management, and (ii) incentive fees which consist of an agreed upon percentage of
      excess cash flow (typically 20%) payable following the receipt by Equity holders of a
      specified internal rate of return (collectively, the “CLO Management Fees”). CLO
      Management Fees are calculated in accordance with the terms of the CLO Indenture by a
      trustee for the CLO Issuer (the “Trustee”) and paid to the manager in arrears by the Trustee
      from the income generated by the CLO Issuer portfolio in accordance with a priority of
      payments specified in the Indenture. Senior management fees have a higher payment priority
      than subordinated management fees which are generally paid only to the extent cash flow

 “Employee(s)” for purposes of this Brochure includes personnel, partners, officers, directors (other than non-
executive directors of Man Group plc) and other persons with similar status or performing similar functions.

remains after the CLO Issuer funds debt service on the Rated Notes and satisfies other third-
party fees and expenses. CLO Management Fees are generally negotiated by the Firm with
the underwriter of the CLO Issuer’s Notes, often with input from potential Equity holders, at
the CLO Issuer’s inception and may be greater or less than the range specified herein. Fees
are generally not negotiable by CLO Rated Note holders. Neither the Firm nor its employees
accept compensation for the sale of securities or interests in the CLO Issuers. Performance
or incentive fees are structured in accordance with Section 205(a) of the Investment Advisers
Act of 1940, as amended, and the rules and regulations promulgated thereunder (the
“Advisers Act”). Fees, in general, may vary and in some cases may be negotiable and may
be payable more or less frequently depending upon the Client and the arrangement.

Subject to the terms of the investment management agreements and related Indentures,
Clients are typically responsible for their own organizational and transactional expenses.
Such expenses include, among others: (i) legal, marketing, accounting, trustee, custodial and
administration expenses associated with its organization and operation, and (ii) the
implementation and execution of the investment strategy, including research, consultants and
assignment fees. These charges and expenses are exclusive of and in addition to the Firm’s
management and any incentive fees. CLO costs may be amortized over a period of time to
ensure that large expenses are borne in an equitable manner.

Subject to the terms of the investment management agreements and related Indentures, we
are reimbursed by Clients for certain out of pocket expenses we incur in performing our
obligations under our management agreements, such as subscriptions for pricing services,
software, legal and other professional fees, fees to rating agencies, consultants, auditors,
accountants, and back office service providers and other expenses contemplated in the
management agreements. Expense reimbursements may be capped in the manner and
amount stated in each Indenture, management agreement or Client documentation. Expenses
may be shared pro rata by Clients to the extent that an expense is incurred by the Firm for
the benefit of more than one Client. These charges and expenses are exclusive of and in
addition to the Firm’s management and any incentive fees.

Subject to the terms of the investment management agreements and related Indentures, the
Firm may also invest Client assets in investments that charge additional fees, such as money
market funds, short term investment vehicles and other Eligible Investments, as defined in
the CLO Indentures or client documentation. In the case of CLOs, additional advisory fees
related to cash management may be paid to the CLO’s Trustee.

The Trustee receives reimbursement from the CLO Issuer for expenses incurred by it in
...

ITEM 7: TYPES OF CLIENTS

The types of Clients we serve are CLO Issuers to whom we provide investment advisory
services, as more fully described above in Item 4. "Advisory Business."