MatlinPatterson Global Advisers LLC

Item 5           Fees and Compensation

         A.      Our firm, or an affiliate of our firm, typically receives compensation from each of
                 our fund clients based on both the percentage of assets managed and on
                 performance achieved for interests in each client’s account. Detailed information
                 concerning our compensation and fees appears in the private placement
                 memorandum and governing documents of each client fund. Our fees are generally
                 not negotiable; however, we (including our general partner affiliates) have the
                 discretion to agree to different compensation with investors in the funds or waive
                 compensation, including for investors that are our affiliates or employees.

         B.      The Investment Adviser had waived its right to receive management fees of the
                 Partnership effective July 31, 2019 for all subsequent years.

                 Our client funds bear organizational and offering expenses, subject to limitation in
                 certain instances. To the extent a fund pays placement agent fees, our management

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                 fees for that fund are offset by the same amount; none of our closed-end funds are
                 currently subject to placement agent fees. Generally, the clients bear costs and
                 expenses directly related to their portfolio investments or prospective investments
                 (whether or not consummated), such as brokerage commissions, interest on debit
                 balances or borrowings, exchange, clearing and settlement charges, bank fees,
                 custodial fees, due diligence expenses, travel and entertainment expenses in
                 connection with investment activity, appraisal fees, investment banking fees and
                 expenses, fees and profit-sharing payments due to unaffiliated advisors, sub-
                 advisors, consultants, lawyers, accountants and other professionals, specific
                 expenses incurred in obtaining or maintaining systems, research and other
                 information and information service subscriptions, hardware and software utilized
                 with respect to the funds’ investment program, valuations, accounting and/or
                 reporting, any legal, structuring and indemnification expenses incurred, and any
                 withholding, transfer or other taxes imposed on the funds. In addition, each fund
                 bears all out-of-pocket costs of its administration, including accounting, audit,
                 administration, legal, consulting, financing, registration, regulatory, filing and
                 licensing expenses (regardless of whether the filer is the fund or its management
                 company (e.g., Form PF)), fees incurred in compliance with the rules of any self-
                 regulatory organization or any federal, state or local or other applicable laws,
                 directors’ fees if applicable, costs of any litigation or investigation involving fund
                 activities, indemnification expenses, costs associated with reporting and providing
                 information to existing and prospective investors, costs of holding any investor
                 meetings or advisory committee meetings, and the costs associated with
                 maintaining insurance for the fund, the firm and the general partner affiliate.
                 Administrative costs include a fund’s allocable share of the fees and expenses of
                 any third party providers of “back office” and “middle office” services relating to
                 trade settlement, and accounting and related operations for the fund, as well as any
                 regulatory filings.

                 When the firm incurs expenses on behalf of multiple clients, we allocate the
                 expenses among the applicable clients in a fair and equitable manner and consistent
                 with the clients’ governing documents. We typically allocate expenses directly
                 related to a specific investment among the clients based on the relative value of the
                 positions being acquired, held or sold, and shared expenses not directly related to a
                 specific investment based on the relative net asset value of client funds, subject to
                 the relevant clients’ governing documents. However, we can apply other expense
                 allocation formulas and methods that we determine to be fair and equitable.

                 Please refer to a fund’s offering documents for further information regarding the
                 fund’s fees and expenses. Also, Item 12 details our broker selection and
                 compensation policies.

        C.       Since investors in our funds may not withdraw their capital prior to termination of
                 the fund, the investors do not bear management fees in excess of what they owe for
                 the entire period. We prorate management fees to the extent an investment
                 management agreement is not in effect for the duration of the entire management
                 fee period.

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         D.      Neither the firm nor any of our principals or employees receives any transaction-
                 based compensation for the sale of securities in any funds managed by our firm.

Item 7           Types of Clients

Our advisory clients are private investment funds that are exempt from registration under the
Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended.
Investors in the funds must satisfy the applicable eligibility and suitability requirements in order
for the funds to maintain their exempt status. We generally require investors in the funds to be
“accredited investors” and “qualified purchasers” (as defined in applicable federal securities laws
and regulations). Our client funds have a diverse group of global investors, including public and
private pension funds, endowments, foundations, financial institutions, insurance companies, fund
of funds and high-net-worth individuals.