Man Investment Partners US LP

Item 5: Fees and Compensation

Neither MIP nor its Employees receive any transaction-based compensation for the sale of
securities or other investment products.

Management Fees and Performance 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
“1940 Act”).

The Firm does not maintain a basic fee schedule. The following is a general overview of
the types of fees the Firm charges its clients.

For open-ended MIP Funds, MIP or a MIP affiliate typically receives compensation from
the relevant fund both (i) calculated as a percentage, generally ranging from [0.75%-1.0%]
per annum, of the net asset value of such MIP Fund or specific interests therein and (ii) on
performance achieved with respect to such MIP Fund or specific interests therein, generally
up to 20% of the relevant amount but, in each case, as provided in the governing documents
of the relevant MIP Fund.

For closed-ended MIP Funds, MIP’s compensation arrangements with such funds are
generally structured so MIP receives an amount calculated (A) as a percentage, generally

ranging from [0.90%-1.5%] per annum, of deployed capital commitments until the end of
the applicable MIP Fund’s investment period and then the net asset value of such vehicle
and (B) on performance achieved with respect to such MIP Fund, generally up to 20% of
the relevant amount but, in each case, as determined in accordance with the relevant MIP
Fund’s operating agreement. Actual compensation arrangements are communicated for
each MIP Fund in relevant governing documents, and are subject to waiver by MIP or its
affiliates.

Performance-based fees, if applicable, will be charged in compliance with Rule 205-3 of
the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

The governing documents of the commingled MIP Funds generally permit us to negotiate
different fees with investors in these MIP Funds separately and to waive the fees for certain
of our affiliates, current and former Employees, and accounts managed by them. Fee terms
applicable to all underlying investors in any MIP Fund are subject to waiver in MIP’s
discretion, and any such waiver determination will be communicated to all such underlying
investors in the relevant MIP Fund.

MIP generally deducts the asset or deployed capital-based fees described above from the
MIP Fund accounts monthly or quarterly in advance or in arrears, as provided in the
governing documents of the relevant MIP Fund. Because investors in the MIP Funds may
not make intra-month withdrawals of their capital (or any withdrawals in the case of closed-
ended funds) and management fees are pro-rated for any periods shorter than a full payment
period (or refunded in the event the relevant investment management agreement is
terminated prior to the end of a month), investors do not pay a management fee in excess
of what they owe for the entire period.

In open-ended funds, an affiliate of MIP generally deducts performance-based
compensation from the MIP Funds’ accounts at the end of each year, or a shorter period
coinciding with an earlier withdrawal date with respect to the withdrawn amount to the
extent permitted by the governing documents of the relevant MIP Fund. For closed-ended
funds, the performance-based compensation allocable to an affiliate of MIP is deducted
from realization or other proceeds of the assets held by the relevant MIP Funds and is
subject to return to investors of their contributed capital and a preferred return.

Where permitted, MIP or its affiliates may from time to time pay a portion of its
management and/or performance fees to distributors or intermediaries of its funds.

Fee arrangements for Managed Accounts are customized, negotiated and determined on a
case-by-case basis. Generally, these advisory clients pay periodic asset-based fees
(typically, monthly or quarterly), and most of these advisory clients also bear performance-
based compensation (typically, annually or in connection with the receipt or distribution of
proceeds specified in the relevant Managed Account documentation). In most instances, a
third party unaffiliated with MIP deducts compensation received from Managed Account
advisory clients from Managed Account assets. In addition to MIP’s fees, certain Managed
Accounts may be subject to asset-based fees and performance compensation in favor of the

unaffiliated sponsor of the relevant Managed Account. Detailed information concerning
compensation and fee arrangements with respect to Managed Accounts is contained in the
governing documents of these advisory clients. Fee terms are subject to waiver in MIP’s
discretion, and such waiver determination will be communicated to Managed Account
advisory clients individually. Generally, the investment management agreements with
Managed Accounts may be terminated by either party in accordance with the terms and
notice period described in each investment management agreement. Management fees
and performance-based compensation are pro-rated for partial periods. Generally, MIP
does not require prepayment of fees unless otherwise permitted by the Managed Account
governing documents.         If prepayment were provided for, MIP would rebate a
proportionate amount of the prepaid fees to the applicable Managed Account, in the event
of a termination of its investment management services.

The Firm may invest advisory client assets in investments including, but not limited to,
money market funds, short-term investments and special purpose investment vehicles, that
charge additional management or other fees.

For CLOs, MIP or a MIP affiliate receives a base collateral management fee and, in most
instances, a subordinated collateral management fee, each paid quarterly in arrears. These
fees are equal to a certain percentage of the aggregate collateral balance, determined as of
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Item 7: Types of Clients

All of our advisory clients are private investment funds or similar investment entities.
MIP Funds directly or indirectly have a diverse group of investors, including pension funds,
endowments, foundations, financial institutions, insurance companies, and funds of funds.
MIP requires investors that are U.S. persons to be “accredited investors” and “qualified
purchasers” or “knowledgeable employees” (as defined in applicable federal securities
laws and regulations) and requires investors that are European Union (“EU”) persons to be
“professional clients” within the meaning of EU Directive 2004/39/EC. Our Managed
Account advisory clients are a variety of institutional investors as well as domestic and
foreign private funds sponsored by unaffiliated institutions.

MIP’s CLO advisory clients issue senior and subordinated notes pursuant to Regulation S
or subject to Rule 144A resale transactions. Purchasers of notes must be either non-US
persons, highly sophisticated (i.e., qualified institutional buyer) domestic investors or
“knowledgeable employees” (as defined in applicable federal securities laws and
regulations).

The securities of the MIP Funds and CLOs are not registered under the Securities Act of
1933. In addition, such MIP Funds and CLOs are not registered under the 1940 Act and
may or may not be continuously offered.

Redemption rights with respect to each MIP Fund and CLO, to the extent applicable, are
set forth in the offering memorandum for, or other governing documentation of, each such
advisory client. Termination rights with respect to each Managed Account are set forth in
the investment management agreement for each Managed Account. Investments in the MIP
Funds and CLOs are subject to certain qualifications and a minimum investment
requirement which under certain conditions may be waived as set forth in the relevant
governing documents. Currently, MIP does not have a pre-determined account minimum
for Managed Accounts.

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

The descriptions set forth in this brochure of specific advisory services that the Firm offers
to clients, and investment strategies pursued, and investments made by the Firm on behalf
of its clients, should not be understood to limit in any way the Firm's investment activities.
The Firm may offer any advisory services, engage in any investment strategy and make any
investment for its clients, including any not described in this brochure, that the Firm
considers appropriate, subject to each client's investment objectives and guidelines. The
investment strategies the Firm pursues are speculative and entail substantial risks.
Clients/investors should be prepared to bear a substantial loss of capital. There can be
no assurance that the investment objectives of any client will be achieved.

MIP Investment Strategies

Man Investment Partners (US) LP

The Firm generally focuses on public and private credit and event-driven strategies.

Man Investment (US) Loan Management LLC

The investment objective of MLM and its subsidiaries is to generate current income,
affording significant downside protection by investing primarily in senior loans.

Bardin Hill Long Duration Recoveries Management LP

BHLDR seeks investment opportunities within the non-market correlated space, including
privately negotiated litigation related investments, claims in liquidating entities, and non-
market correlated special opportunities, in each case, with a longer-term investment
horizon. Investments can include asset-level purchases, common equity, preferred equity,
private debt, and other instruments that BHLDR deems appropriate for the relevant
advisory client’s mandate; such instruments may include, but are not limited to, financial
asset purchases, stocks, bonds, bank debt, and claims in various self-liquidating and
insolvency regimes.

Method of Analysis

Man Investment Partners (US) LP

The Firm’s investment research and analysis begins with idea generation, a process which
is highly collaborative. Analysts and portfolio managers source and evaluate ideas from
company and sponsor contacts, proprietary research, sell-side analysts, industry experts,
buy-side peers, news media, and other third-party sources as well as from professional
colleagues.

The Firm’s 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 MLM also frequently attend these morning meetings,
thereby allowing the Firm to leverage their unique and varied expertise. Typically, teams
of one or more analysts work with portfolio managers to research 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 MIP 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. The Firm takes an opportunistic and value-oriented approach to each new
investment allocation, applying each applicable advisory client’s investment guidelines
and the Firm’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.

Man Investment (US) Loan Management LLC

MLM’s investment approach is centered on a disciplined, fundamental credit underwriting
process and continuous technical evaluation and engagement with the market and the wider
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