MC Credit Partners LP

FEES AND COMPENSATION

       A.      Compensation

       As noted above, a written IMA governs the terms of compensation and the manner in
which we charge fees to each of our Clients. As an SEC-registered adviser who will deliver this
brochure only to qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended (the “1940 Act”), we are not required to disclose information detailing our
compensation or fee schedule.

       B.      Management Fee

        Clients are billed for management fees partially in advance and partially in arrears on a
semi-annual basis, typically on the first business day of the fourth month in each semi-annual
period. MCCP is authorized under the Clients’ Governing Documents to charge and deduct
management fees directly from the assets of the applicable Client, at the times and in the amounts
set forth in the Governing Documents. The management fee is charged on either capital
commitments or invested capital during the investment period and on assets under management
after the investment period. The management fee will be offset by certain net fees received by the
Manager or its affiliates.

       C.      Other Fees and Expenses

        In addition to the fees described above, Clients bear certain organizational expenses
associated with the operation and organization of the MC Fund in which they are invested.
Organizational expenses include all out-of-pocket costs and expenses up to an agreed cap incurred
in connection with the organization of the applicable MC Fund, the general partner of such MC
Fund (the “General Partner”) and any other entity pertaining to the foregoing, and the offering of
interests in the MC Fund, including, without limitation, legal and accounting fees and expenses,
printing costs, travel expenses, filing fees and other administrative costs, and placement fees.
Operating expenses include, without limitation:

       (i)     costs and expenses incurred in investigating, developing, negotiating, structuring,
               monitoring and holding Portfolio Investments (whether or not consummated),
               including travel, legal, tax and accounting expenses therewith;

       (ii)    administration fees and expenses, custodial expenses and other investment costs
               incurred in connection with Portfolio Investments;

       (iii)   routine administrative expenses of the MC Fund;

       (iv)    costs of all borrowings made by the MC Fund;

       (v)     costs of any investigation, administrative proceeding or regulatory matter, litigation
               and threatened litigation involving the MC Fund;

       (vi)    premiums for liability insurance;

Form ADV Part 2A: Firm Brochure

       (vii)    indemnification obligations and expenses;

       (viii)   market data costs and research-related expenses, including, without limitation, news
                and quotation equipment;

       (ix)     certain expenses related to regulatory filings;

       (x)      costs and expenses for tax and audit services to the MC Fund; and

       (xi)     costs of dissolving the MC Fund or a Client’s investment vehicle and liquidating its
                assets.

       Please refer to the applicable Governing Documents for complete information on the
expenses payable by Clients.

       D.       Advance Billing

        MCCP is authorized under the applicable confidential private placement memorandum,
limited partnership agreement, investment management agreement and other governing documents
for each Client (the “Governing Documents”) to charge and deduct advisory fees directly from the
assets of the Client, at the times and in the amounts set forth in the Governing Documents.

        Clients may have the right to terminate the advisory or investment management agreements
in accordance with the terms of such agreements. MCCP's general policy is to repay advisory fees
paid in advance in excess of the pro rata portion earned (based on the number of days during the
period) through the termination date.

       E.       Sales-based Compensation

       Not applicable.

CLO Business

        Each of AAM and AAM RR charges management fees to CLOs based on the CLO’s total
portfolio collateral. Typical management fees include both senior and subordinated fee
components. Furthermore, AAM and AAM RR fees will generally include: (i) a senior, base
collateral management fee, (ii) an additional subordinated collateral management fee, and (iii) a
contingent incentive collateral management fee, described in more detail in Item 6 below. All fees
are negotiated as part of the CLO structuring process – said fees are set, however, upon the closing
of each CLO securitization.

         The offering circular for each CLO describes in detail all collateral management fees, rates,
payment terms, conditions, and termination provisions, among other things, which varies from
transaction to transaction. A CLO typically is issued at a discrete point in time, has a finite life, and
after issuance is then closed to further issuance of notes to new investors, unless there is an agreed-
upon refinancing or reset/extension, in accordance with the terms of the governing indenture.

        A CLO’s management fees are calculated and approved for distribution by the indenture
trustee of each CLO, typically on a quarterly basis. Fees are paid at the same time that interest and

Form ADV Part 2A: Firm Brochure

principal distributions are paid to note holders of the CLOs. The payment process is governed by
the indenture of each CLO and varies. All management fees are deducted from specific expense-
related accounts established at the commencement of the CLO transaction, which are replenished
on a quarterly basis.

        CLOs, which are separate legal entities with unique capital structures, will bear additional
expenses other than advisory, custodial, and transaction fees. These fees will meaningfully include
...

TYPES OF CLIENTS

       We provide investment advisory services to the MC Fund whose investors may include
pension funds, insurance companies, endowments, trusts, family offices, foundations, individuals,
investment companies, unregistered pooled investment vehicles and other institutions.

        The minimum commitment to the MC Fund is $5 million, subject to the discretion of the
general partner of such MC Fund to accept lesser amounts; however, in no case shall a commitment
be less than $100,000.

        Interests will be offered in the United States to persons that are qualified purchasers as
defined in Section 2(a)(51) of the 1940 Act (each, a “Qualified Purchaser”). In addition, the
General Partner of the MC Fund will require each prospective investor in the MC Fund to make
certain representations regarding its qualifications for investment in the MC Fund, including its
status under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and
the Internal Revenue Code of 1986, as amended (the “Code”).

        Interests will be offered outside the United States to persons that are “U.S. Persons” as
defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
purchasing for their own account or one or more accounts with respect to which they exercise sole
investment discretion, in either case which is not a U.S. Person, in offshore transactions in reliance
on Section 4(a)(2) of the Securities Act, and Regulation D and Regulation S of the Securities Act,
and, in each case, in accordance with any applicable securities laws of any state of the United
States and any other relevant jurisdiction.

       Investors in the MC Fund will be required to meet such additional suitability standards as
MCCP or the general partner of such MC Fund determines are appropriate, in their sole discretion.
MCCP or the general partner of such MC Fund reserves the right to decline to accept a potential
investor in the MC Fund’s subscription for interests, in their sole discretion.

        Each of AAM’s and AAM RR’s Clients are expected to be CLOs, which raise capital
through the private placement market under Rule 144A, Regulation S, or Regulation D. These
regulations require each investor be pre-qualified as a Qualified Institutional Buyer, Qualified
Purchaser, Accredited Investor, or Knowledgeable Employee, as applicable, prior to CLOs
accepting any investment. Banks and thrift institutions, insurance companies, money market funds,
mutual funds, family offices, endowments, foundations, pension funds, specialty finance
companies, various limited liability companies, and hedge funds are typically the main underlying
CLO note and equity holders.

Form ADV Part 2A: Firm Brochure