UBS Asset Management Credit Investments Group UK Ltd

Item 5: Fees and Compensation
Overview

This section of the Brochure contains information regarding how CIG is compensated for investment advisory
services.

Management and Other Fees

The Registrant offers advisory services for a percentage of assets under management and/or fees based on
performance. Fees are negotiable and will differ based upon a number of factors, including without limitation,
overall fee arrangements, account complexity, overall relationship, account size, assets under management and
the terms of the various Funds managed by the Registrant. The management or advisory fees charged by the
Registrant’s are not inclusive of all the fees and expenses that a client may pay or that may be borne by a client,
including such fees and expenses described elsewhere in this Item 5 under "Other Fees." The Registrant will
impose minimum fees or fee equivalents above or below those stated herein for client accounts depending on
a number of factors, including the type of client, type of mandate, changing market conditions, and pre-existing
relationships with the Registrant. Such minimum fees will be increased or decreased depending on the specific
circumstances of an individual client.

Fees will be payable in advance or in arrears of the services rendered, depending on the terms of the
Management Agreement. The fees are then generally charged or billed on a quarterly basis and will be payable
in advance or in arrears of the services rendered, again depending on the contractual agreement. For fees paid
in advance, if the Account is opened on a day other than the first business day of a month or quarter, the fee is
charged at inception on a pro rata basis for the period negotiated between the Registrant and the client. Upon
termination of the Agreement, the client will be entitled to a pro-rata refund. For full details, the client should
refer to the relevant Management Agreement.

To the extent the Registrant acts as an investment adviser to a Fund, the Registrant or its affiliates will receive
advisory, administration and/or distribution fees from the Fund, from the investors in the Fund and/or from
other investment advisers for which the Registrant acts as a sub-adviser. A portion of the fees received by the
Registrant will, in the case of certain Funds, be paid to other sub-advisers. The fee arrangements for a Fund are
generally described in the prospectus or other offering documentation for that Fund.

The registrant may impose minimum fees or fee equivalents above or below those stated herein for certain
clients depending on a number of factors, including the type of client, type of mandate, changing market
conditions, and pre-existing relationships. Such minimum fees may be increased or decreased, depending on the
specific circumstances of an individual client.

The Registrant’s current basic annual fee schedule for certain Accounts is as follows:

  Leveraged Loans
  0.50% on first $50 mil. of assets

      0.45% on next $50 mil. of assets
      0.40% on assets over $100 mil.

•     High Yield Bonds
      0.50% on first $50 mil. of assets
      0.45% on next $50 mil. of assets
      0.40% on assets over $100 mil.
•
•
•     Multi-asset Credit
      0.50% on first $50 mil. of assets
      0.45% on next $50 mil. of assets
      0.40% on assets over $100 mil.

•     CLO Equity Strategy
•     1.50% on first $50 mil. of assets
•     1.25% on next $50 mil. of asset
•     1.00% on assets over $100 mil.

•     Direct Lending Strategy
•     1.00% on first $100 mil. of assets
•     0.75% thereafter

    The fees paid by a client are negotiable and will vary from the schedule above due to particular circumstances
    of the client and, as a result, one client will pay a higher fee to the Registrant than a second client for which the
    Registrant is providing substantially similar services. The actual fee rate paid by each client will be set forth in
    the Management Agreement between the Registrant and the client. Fees paid by the client to the Registrant
    will be higher or lower than the cost of similar services offered through other financial firms.

    With respect to investment advisory services provided to CLOs, CIG will typically receive a “base management
    fee” and a “subordinated management fee,” each as a percentage of the aggregate principal balance of assets
    held by the CLO (subject to certain haircuts and exclusions), pursuant to the Governing Documents, which are
    provided and/or made available to prospective investors. In addition, CIG typically is entitled to an “incentive
    management fee” after a certain internal rate of return has been achieved on the subordinated notes and
    typically consists of a percentage of residual proceeds that would otherwise be distributable to the subordinated
    noteholders. For certain CLOs, CIG may receive a structuring fee, an initial incentive management fee or other
    fees in connection with the closing of the CLO transaction. For CLO warehouses, CIG will typically receive a
    management fee based on the aggregate principal balance of assets held in the CLO warehouse. Fee terms for
    the CLOs and CLO warehouses are set forth in in the relevant Governing Documents provided to investors.
    Further, investments in CIG-managed CLOs and CLO warehouses by other Funds or Accounts managed by CIG
    may be subject to certain management fee offsets or reductions as set forth in applicable entities the Governing
    Documents.

    Notwithstanding this discussion of fees in this section and in Item 6: Performance-Based Fees and
    Compensation below, Governing Documents can provide for a fee structure pursuant to which CIG is
    compensated on the basis of entirely different criteria, metrics, or circumstances than those described herein.

    Fees payable by Funds and Accounts advised by CIG are described in those Funds' or Accounts’ Governing
    Documents.

    Other Fees
...

Types of clients:

The Registrant offers discretionary and non-discretionary investment advice to various types of clients,
including but not limited to Funds, separately managed account, pension and profit-sharing plans,
corporations, government entities and other institutional investors. The Registrant also engages sub-advisers,
which may be affiliates, to perform advisory services. The Registrant or an affiliate may provide consulting or
advisory services for a negotiated fee to entities whose investments are held by Accounts and/or Funds
managed by the Registrant.

Conditions for Managing Accounts—Account Size

The Registrant will generally impose minimum account sizes (or fee equivalents) for starting new client accounts
depending upon a number of factors including the type of client, type of mandate, and/or pre-existing
relationship with the Registrant. Such minimum account sizes may be increased or decreased depending upon
the specific circumstances of an individual client. If the value of an account is less than the required minimum as
a result of a client’s withdrawal of assets from the account, Registrant may elect to terminate the relationship
with the client. Exceptions are made at the discretion of the Registrant.

Although the Registrant may advise only a Fund and place no limits on the size of that account, individuals who
want to invest in the Fund will generally be required to invest a minimum amount which varies depending on the
Fund. These requirements are disclosed in each Fund’s governing documentation. Exceptions are made at the
discretion of the Registrant.

Legal Proceedings

The Registrant does not advise or act for clients as an independent legal advisor with respects to legal
proceedings, including class actions, bankruptcies or other similar legal matters with respect to investments held
or that were held in a client account.

Tax Matters

The Registrant does not act for clients on tax matters. The Registrant encourages clients to seek independent
professional advice on any taxation matters. The Registrant will not be responsible for any failure to meet the
filing or other requirements of tax proceedings with respect to securities held or that were held in a client
account.