Centerbridge Partners

A. General Description of Advisory Firm. Centerbridge Partners, L.P., a Delaware limited partnership, commenced operations in 2006 with an office in New York, New York. Jeffrey H. Aronson, through his control of Centerbridge Partners Holdings, LLC, the general partner of Centerbridge Partners, L.P., ultimately controls Centerbridge. Previously, Mr. Aronson controlled Centerbridge together with Mark T. Gallogly. Mr. Aronson became the sole Managing Principal of Centerbridge upon Mr. Gallogly’s retirement in December 2020. B. Description of Advisory Services. 1. Advisory Services1 Centerbridge, through affiliated investment advisory entities, serves as (i) the management company with discretionary trading authority to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”), (ii) investment advisor with non-discretionary trading authority to private pooled investment vehicles and (iii) investment advisor to separately managed accounts. In addition, Centerbridge, through its affiliate, Centerbridge Partners Europe, LLP, a U.K. limited liability partnership that is authorized and regulated by the Financial Conduct Authority of the United Kingdom (the “Sub-Advisor”), serves as sub-advisor with respect to the Funds. The Funds include the Credit Partners Funds, the Special Credit Funds, the Flex Funds, the Capital Partners Funds, the Real Estate Funds, the Keystone Fund, co-invest vehicles, and certain Other Vehicles, each as described in more detail below. (a) Credit Partners Funds The “Credit Partners Funds” comprise Centerbridge Credit Partners, L.P., a Delaware limited partnership (the “Domestic Fund”), Centerbridge Credit Partners TE, L.P., a Delaware limited partnership for investment by U.S. tax-exempt investors (the “TE Fund”), and Centerbridge Credit Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), each of which invests primarily through Centerbridge Credit Partners Master, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”). Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership, serves as the general partner of the Domestic Fund and the TE Fund. Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership, serves as the general partner of the Master Fund. An affiliate of Centerbridge, Centerbridge Credit Advisors, L.L.C., a Delaware limited liability company (the “Credit Advisor”), provides investment advisory services to the Credit Partners Funds. In

Overland Advisors, LLC, which is affiliated with Centerbridge Partners, L.P. but is a separate advisor and not a relying advisor of Centerbridge Partners, L.P., has made its own ADV Part 1 and Part 2A filings.

December 2024, Centerbridge notified investors in the Credit Partners Funds that such funds would cease to be actively invested and instead shift to harvest. (b) Special Credit Funds The “Special Credit Funds” comprise Centerbridge Special Credit Partners III, L.P., a Delaware limited partnership (“SC III”), Centerbridge Special Credit Partners III-Flex, L.P., a Delaware limited partnership (“SC III-Flex,” and together with SC III, “Special Credit III”), Centerbridge Special Credit Partners IV, L.P., a Delaware limited partnership, and Centerbridge Special Credit Partners IV Cayman, L.P., a Cayman Islands exempted limited partnership, each of which invests primarily through Centerbridge Special Credit Partners Master IV, L.P., a Delaware limited partnership (“Special Credit IV”), and Centerbridge Special Credit Partners V, L.P., a Delaware limited partnership, and Centerbridge Special Credit Partners IV OS, L.P., a Delaware limited partnership, each of which invests primary through CSCP V Master, L.P., a Delaware limited partnership, and CSCP V CapSol Master, L.P., a Delaware limited partnership (“Special Credit V”). Centerbridge Special Credit Partners General Partner III, L.P., a Delaware limited partnership, serves as the general partner of Special Credit III. Centerbridge Special Credit Partners General Partner IV, L.P., a Delaware limited partnership, serves as the general partner of Special Credit IV. Centerbridge Special Credit Partners General Partner V, L.P., a Delaware limited partnership, serves as the general partner of Special Credit V. Centerbridge Special Credit Advisors III, L.L.C., a Delaware limited liability company, Centerbridge Special Credit Advisors IV, L.L.C., a Delaware limited liability company, Centerbridge Special Credit Advisors V, L.L.C., a Delaware limited liability company (together, the “Special Credit Advisors”), each an affiliate of Centerbridge, provide investment advisory services to Special Credit III, Special Credit IV and Special Credit V, respectively. Centerbridge Special Credit Advisors II, L.L.C., a Delaware limited liability company, previously provided investment advisory services to Centerbridge Special Credit Partners II, L.P. and its related vehicles; such investment vehicles were fully realized in 2025 and are no longer clients. (c) Flex Funds The “Flex Funds” comprise Centerbridge Flex Partners, L.P., a Delaware limited partnership, and Centerbridge Flex Partners Cayman, L.P., a Cayman Islands exempted limited partnership, each of which has been formed to invest primarily through Centerbridge Flex Partners Master, L.P., a Delaware limited partnership.2 Centerbridge Flex Partners General Partner, L.P., a Delaware limited partnership, serves as the general partner of the Flex Funds. Centerbridge Flex Advisors, L.L.C., a Delaware limited liability company, an affiliate of Centerbridge, provides investment advisory services to the Flex Funds.

The Flex Funds have not been activated at this time and commitments to it have not been drawn, and accordingly the investment period has not yet commenced.

(d) Capital Partners Funds The “Capital Partners Funds” comprise Centerbridge Capital Partners II, L.P., a Delaware limited partnership (“CCP II”), Centerbridge Capital Partners III, L.P., a Delaware limited partnership (“CCP III”), Centerbridge Capital Partners IV, L.P., a Delaware limited partnership (“CCP IV”), and Centerbridge Capital Partners V, L.P., a Delaware limited partnership (“CCP V”), and their related funds, including the following side-by-side (or “SBS”) co-investment vehicles through which Centerbridge professionals co-invest ratably alongside CCP II, CCP III and CCP IV: Centerbridge Capital Partners SBS II, L.P., Centerbridge Capital Partners SBS III, L.P. and Centerbridge Capital Partners SBS IV, L.P. (collectively, the “Capital Partners SBS Co-Invest Vehicles”), respectively. Centerbridge Associates II, L.P., a Delaware limited partnership, serves as the general partner of CCP II. Centerbridge Associates III, L.P., a Delaware limited partnership, serves as the general partner of CCP III. Centerbridge Associates IV, L.P., a Delaware limited partnership, serves as the general partner of CCP IV. Centerbridge Associates V, L.P., a Delaware limited partnership, serves as the general partner of CCP V. Centerbridge Advisors II, LLC, a Delaware limited liability company, Centerbridge Advisors III, LLC, a Delaware limited liability company, Centerbridge Advisors IV, LLC, a Delaware limited liability company, and Centerbridge Advisors V, LLC, a Delaware limited liability company (together, the “Capital Partners Advisors”), each an affiliate of Centerbridge, provide investment advisory services to CCP II, CCP III, CCP IV and CCP V, respectively. (e) Real Estate Funds The “Real Estate Funds” comprise Centerbridge Partners Real Estate Fund, L.P., a Delaware limited partnership (“CPREF”) and Centerbridge Partners Real Estate Fund II, L.P., a Delaware limited partnership (“CPREF II”), and their related funds, including the following SBS co-investment vehicles through which Centerbridge professionals co-invest ratably alongside CPREF and CPREF II: Centerbridge Partners Real Estate Fund SBS, L.P. and Centerbridge Partners Real Estate Fund SBS II, L.P. (the “Real Estate SBS Co-Invest Vehicles”), respectively. Centerbridge Partners Real Estate Associates, L.P., a Delaware limited partnership, serves as the general partner of CPREF. Centerbridge Partners Real Estate Associates II, L.P., a Delaware limited partnership, serves as the general partner of CPREF II. Centerbridge Partners Real Estate Advisors, LLC, a Delaware limited liability company, and Centerbridge Partners Real Estate Advisors II, LLC, as Delaware limited liability company (together, the “Real Estate Advisors”), each an affiliate of Centerbridge, provide investment advisory services to CPREF and CPREF II, respectively. (f) Keystone Funds The “Keystone Funds” currently comprise Centerbridge Keystone Fund, L.P., a Delaware limited partnership (“Keystone”). Centerbridge Keystone Associates, L.P., a Delaware limited partnership, serves as the general partner of Keystone. Centerbridge Partners Keystone Advisors, LLC, a Delaware limited liability company, (the “Keystone Advisor”), an affiliate of Centerbridge, provides investment advisory services to Keystone.

(g) Co-Invest Vehicles From time to time, Centerbridge offers co-investment opportunities, more typically alongside the Capital Partners Funds and Keystone, and also at times alongside the Real Estate Funds, the Credit Funds (as defined below) and other clients.3 In certain circumstances and as further described below, service providers to the Funds or their affiliates will be offered the opportunity to co-invest. Centerbridge applies its discretion when allocating such opportunities to Centerbridge’s investors, company management, service providers, third-party investors and / or others (and the various relationships that such persons have with Centerbridge and its affiliates that may be considered by Centerbridge when exercising such discretion can be wide-ranging, whether as investors in the fund(s) alongside which co-invest is contemplated, via Strategic Relationships (defined below) or otherwise) or that have investments in multiple clients), and seeks to do so in a fair and equitable manner, taking into account facts and circumstances that can include, without limitation, the character and nature of the transaction (including structure, geographic location, tax characteristics, applicable regulation and relevant industry), speed of execution required, tax, legal, regulatory and confidentiality considerations (including for example if an investor is subject to The Freedom of Information Act or similar regulations and / or whether participation by a particular investor could increase the risk of antitrust or CFIUS approval), familiarity with, capability and history of investing in the relevant discipline (e.g., private equity or credit) and industry (for example, if the potential co-investor is involved in the same industry as a target company in which the Funds wish to invest, or if the identity of the potential co-investor, or the jurisdiction in which the potential co-investor is based, may affect the likelihood of the Funds being able to capitalize on a potential investment opportunity), prior expressions of interest in making similar investments, such person’s ability to consummate co-invest opportunities in a meaningful size, ability to provide strategic insights, the likelihood that such co-investor would require governance rights that would complicate or jeopardize the transaction (or, alternatively, whether the co-investor would be willing to defer to Centerbridge and assume a more passive role in governing the portfolio company), Centerbridge’s evaluation of its past experiences and relationships with the potential co-investor (including willingness or ability of such party to respond promptly and / or affirmatively to opportunities previously offered by Centerbridge, the expected amount of negotiations required in connection with a potential co-investor and the transparency and predictability of the potential co-investor’s investment process), the level of demand for participation in such co-investment opportunity and other factors believed relevant. Centerbridge endeavors to keep itself informed regarding investor interest in co-investment by maintaining records of those investors who have expressed interest in co-investments who have expressed interest in coinvest generally and / or at a desired target level. Centerbridge can be expected to offer the opportunity to co-invest alongside a client with terms that differ in certain respects (including as to fees and expenses) than

Overland Advantage has, and it is contemplated that Overland Advantage will in the future, co-invest alongside a client (or a client will co-invest alongside Overland Advantage), from time to time.

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A. Advisory Fees and Compensation. The fees applicable to each Fund and Other Vehicle are set forth in detail in each Fund’s and Other Vehicle’s offering documents and / or advisory agreements, as applicable. A brief summary of such fees is provided below.6 Such summaries are further subject to the terms of such offering documents and / or advisory agreements, and do not include a discussion of fee waivers or reductions applicable to certain investors.7 1. Credit Partners Funds Management Fee Generally, the Credit Partners Funds pay Centerbridge a Management Fee quarterly in advance for investment management services for each fiscal quarter equal to 0.375% (1.50% per annum)8 of the beginning net asset value of each capital account or each series of shares for such fiscal quarter.

The fee structure applicable to co-investment customarily is lower than that applicable to funds (and can involve no fees).

Generally, Centerbridge has the authority to waive, reduce or calculate differently any of the fees described herein, and, to date, as set forth in the applicable Fund’s governing documents, (i) Centerbridge has waived the Management Fee payable and Incentive Allocation / Carried Interest allocable with respect to investments made by persons that are partners, members, officers and employees of Centerbridge at the time of such investment (and such waiver generally continues with respect to such investment after a person ceases to be associated with Centerbridge), (ii) Centerbridge has reduced the Management Fee payable and Incentive Allocation / Carried Interest allocable with respect to certain friends and family investors invested in certain of the Funds, and (iii) in certain pre-determined circumstances, Centerbridge has reduced the Management Fee rate with respect to certain third-party limited partners of certain of the Funds, including Limited Partners making a commitment in excess of specified size thresholds (in certain circumstances, taking into account a Limited Partner’s commitment to another Centerbridge-advised client), and for Limited Partners that also invest in another Centerbridge-advised client. In addition, Limited Partners making commitments to certain clients at an early closing are entitled to a management fee holiday. Centerbridge notes that Fund term extension periods can result in the Fund implementing fee reductions. In addition, the Management Fee of a client may be offset under certain circumstances, e.g., as further described in Items 5.C and 11.B.

The governing documents for certain clients provide for the management fee to be calculated based on a percentage of a limited partner's capital contributions with respect to an investment that has not been disposed of, and not as a percentage of the net asset value of the investment, with the determination of a disposition at times determined by Centerbridge as set forth in that client’s offering documents. Such determination necessarily involves judgment on the part of Centerbridge, and associated potential conflicts of interest can include, for example, a theoretical incentive to avoid or delay making the determination that the fair value of an investment is zero and consequently that such investment is deemed disposed.

Investors in certain classes of interests have a different management fee rate. A portion of such fees has been waived in connection with the determination to manage the Credit Partners Funds’ portfolio to harvest. Please also refer to Footnote 7 above for a further discussion of fee waivers or reductions for certain investors.

Incentive Allocation Generally, at the end of each fiscal year, Centerbridge is entitled to an incentive allocation (the “Incentive Allocation”) in an amount equal to 20%9 of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of securities held in the Credit Partners Funds’ portfolios and takes into account gains and losses with respect to realized or deemed realized Special Investments (i.e., side pockets) and other income from Special Investments) allocated to an investor’s capital account for such fiscal year (other than the net capital appreciation and net capital depreciation with respect to that portion of a capital account attributable to certain segregated assets, with respect to which Centerbridge is entitled to receive 20% of the profits pursuant to a distribution waterfall described in the offering documents of the Credit Partners Funds) after deducting the Management Fee attributable to such investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. In the event that a Credit Partners Fund is terminated or an investor withdraws other than at the end of a fiscal year, then, for purposes of determining the Incentive Allocation allocable in relation to such Fund or any Special Investment thereof at such time to Centerbridge, the net capital appreciation or net capital depreciation, as the case may be, will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. 2. Special Credit Funds Management Fee The Special Credit Funds pay Centerbridge a Management Fee with respect to the capital under management of the investors in such Funds. With respect to a particular Special Credit Fund, such fees may be paid in advance for a particular period and in arrears for another period, as described in the relevant Fund’s offering documents. In the case of the final management-fee period, Centerbridge will refund to the Special Credit Funds the amount paid in advance allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee will equal (i) during the investment period and for so long as management fees do not begin to accrue with respect to a successor fund, 1.50% per annum of, with respect to SC III, the aggregate capital commitments of the investors and, with respect to SC III-Flex, Special Credit IV and Special Credit V, the lesser of (x) capital commitments called and (y) the cost basis of the investments then held by the applicable Special Credit Fund, and (ii) thereafter, 1.25% per annum of the cost basis of the investments (or, with respect to Special Credit IV, 1.25% of the lesser of (x) capital

A portion of such percentage has been waived in connection with the determination to manage the Credit Partners Funds’ portfolio to harvest.

commitments called and (y) the cost basis of the investments) then held by the relevant Special Credit Fund. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Special Credit Funds pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Special Credit Funds. 3. Flex Funds Management Fee The Flex Funds pay Centerbridge a Management Fee quarterly in advance (other than the first quarter, which is in arrears). In the case of the final management-fee period, Centerbridge will refund to the Flex Funds the amount paid in advance allocable to the portion of the quarterly period which is subsequent to the end of such last managementfee period. The Management Fee paid by the Flex Funds will equal 1.50% per annum of the cost basis of the investments then held by the relevant Flex Fund. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Flex Funds pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Flex Funds. 4. Capital Partners Funds Management Fee The Capital Partners Funds 10 pay Centerbridge a Management Fee quarterly in advance. The Management Fees are paid by the Capital Partners Funds with respect to the capital under management of fee-bearing investors in such Funds. In the case of the final management-fee period, Centerbridge will refund to the Capital Partners Funds the amount allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee paid by each of CCP III, CCP IV and CCP V to Centerbridge will equal (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, 1.50% of the aggregate capital commitments of the investors in such Fund, and (ii) thereafter, 1.25% per annum of such Fund’s capital under management.

As of December 31, 2020, Centerbridge discontinued charging Management Fees to CCP II.

As more fully set forth in each of the Capital Partners Funds’ governing documents, a formulaic portion of the Management Fee payable is instead invested on behalf of Centerbridge in investments made by such Capital Partners Fund, although distributions to Centerbridge with respect to such amounts are limited to the amount of available profits with respect thereto. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Capital Partners Funds pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Capital Partners Funds. 5. Real Estate Funds Management Fee The Real Estate Funds pay Centerbridge a Management Fee quarterly in advance. The Management Fees are paid by the Real Estate Funds with respect to the capital under management of fee-bearing investors in the Real Estate Funds. In the case of the final management-fee period, Centerbridge will refund to the Real Estate Funds the amount allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee paid by each of CPREF I and CPREF II will equal (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, 1.50% of the aggregate capital commitments of the investors, and (ii) thereafter, 1.25% per annum of such Fund’s capital under management. As more fully set forth in each of the Real Estate Funds’ governing documents, a formulaic portion of the Management Fee payable is instead invested on behalf of Centerbridge in investments made by such Real Estate Fund, although distributions to Centerbridge with respect to such amounts are limited to the amount of available profits with respect thereto. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Real Estate Funds pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Real Estate Funds. 6. Keystone Funds Management Fee The Keystone Fund pays Centerbridge a Management Fee quarterly in advance. The Management Fees are paid by the Keystone Fund with respect to the capital under management of fee-bearing investors in the Keystone Funds. In the case of the final

management-fee period, Centerbridge will refund to the Keystone Fund the amount allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee paid by the Keystone Fund will equal (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, 1.50% of the aggregate capital commitments of the investors, and (ii) thereafter, 1.25% per annum of such Fund’s capital under management. As more fully set forth in the Keystone Fund’s governing documents, a formulaic portion of the Management Fee payable is instead invested on behalf of Centerbridge in investments made by the Keystone Fund, although distributions to Centerbridge with respect to such amounts are limited to the amount of available profits with respect thereto. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Keystone Fund pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Keystone Fund. 7. Co-Invest Vehicles and Other Vehicles Centerbridge may also charge fees with respect to co-invest vehicles and Other Vehicles, as set forth in the documentation governing such co-invest vehicles and Other Vehicles, which fees may vary as between different co-invest vehicles and Other Vehicles, and may be subject to offset or deduction under the terms of the governing documents of the above-named Funds to the extent such Funds invest in an Other Vehicle, as more fully described in Item 11. For example, in connection with Other Vehicles that issue CDO Instruments, Centerbridge charges management fees generally based on the value of the assets backing such CDO Instruments, and incentive fees entitling Centerbridge to receive a percentage of available residual distributions subject to the terms of the documentation governing such Other Vehicles. In addition, in connection with Martello Re, Centerbridge is paid an advisory fee based upon the total investable assets of Martello Re, regardless of the amount of assets actually managed by Centerbridge and regardless of the results of Martello Re’s operations or investment performance. In connection with the Continuation Vehicles, Centerbridge is paid a management fee and is eligible to receive a carried interest (i) with respect to investors that “rolled over” from CCP III (and, with respect to Seaport, the fund of another sponsor that also previously had an interest in the relevant investment), that is based on the CCP III fee rates, and (ii) with respect to new investors and electing rollover investors, a management fee based on the invested capital of the Fund and a sliding scale carried interest rate based

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Centerbridge has summarized information regarding the Funds and, in doing so, has incorporated excerpts from the confidential private placement memoranda for the most recent vintage of the Funds and investors and prospective investors are strongly encouraged to read the entire confidential private placement memorandum of the applicable Fund or Funds, a copy of which, in the case of a specific Fund or Funds being offered, has been provided with this Brochure. A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that Centerbridge offers to clients, and investment strategies pursued and investments made by Centerbridge on behalf of its clients, should not be understood to limit in any way Centerbridge’s investment activities, including offering any advisory services, engaging in any investment strategy and making any investment, including any not described in this Brochure, that Centerbridge considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies Centerbridge pursues are speculative and entail substantial risks. Investors should be prepared to bear an entire loss of capital. There can be no assurance that the investment objectives of any client will be achieved. 1. Special Credit Funds The Special Credit Funds employ a multi-pronged analytical approach to private credit investing that combines elements of traditional value investing (assessing the long-term intrinsic value of an investment in relation to its market price and focusing on those situations where value and price meaningfully diverge) together with event and legal analysis. Through such analysis, Centerbridge seeks to consistently assess the risks of each investment and the Special Credit Funds’ portfolios as a whole – in particular, the risk of a permanent loss of capital as opposed to mark-to-market price fluctuations – with a view toward generating superior risk-adjusted returns. The investment strategy revolves around a disciplined research process and is based on the belief that a thorough understanding of a company and its industry is essential to generating positive absolute returns. Centerbridge expects to apply its substantial experience in analyzing and assessing a company’s valuation, capital structure, financial performance and underlying industry dynamics in order to capitalize on market imbalances, event-driven situations and other mispriced opportunities. Such investments might include issuers who are the subject of corporate reorganizations, restructurings, liquidity crises, mergers, spin-offs, leveraged buyouts or credit rating changes or other situations when the market may be mispricing an asset’s intrinsic value. The Special Credit Funds seek to minimize downside risk and protect principal by performing intensive research and actively monitoring the risk of each investment (including leveraging Centerbridge’s private equity diligence and portfolio operations experience). In general, with respect to investments in restructuring

transactions, Centerbridge tends to focus on senior or secured debt issued by North American and European domiciled companies in light of the downside protection inherent in such instruments and their superior legal rights in Chapter 11 or similar statutory reorganization contexts. The Special Credit Funds expect to also invest in areas outside North America, in Europe in particular. In pursuit of their investment objectives, the Special Credit Funds are permitted to use leverage and at times may do so. Among the ways the Special Credit Funds seek to manage potential downside risk is the use of hedging techniques, which may include interest rate, currency or other forms of hedging through options, forwards, derivative contracts (including credit default swaps with one or more reference assets) or other instruments. 2. Capital Partners Funds The control-focused Capital Partners Funds pursue an investment strategy capable of deploying capital in varying of economic environments. Accordingly, the sourcing, execution and value creation processes of the Capital Partners strategy were designed to invest in businesses using a dynamic but repeatable approach, while carefully managing risk. Centerbridge is focused on making investments that are priced attractively relative to their intrinsic value, including the potential for post-acquisition value creation. The Capital Partners Funds can deploy capital flexibly across transaction types (including thematic and opportunistic buyouts and structured equity investments) and throughout the economic cycle, without the need to depend on any one discipline at a time when there is a dearth of available opportunities. Centerbridge’s unified team consists of a mix of career private equity, credit and real estate-focused investment professionals and draws deeply on other in-house specialist resources. Centerbridge’s focus on intrinsic value involves assessing the appropriate valuation to pay for a business’s tangible and intangible assets and its future cash flows relative to risk. Centerbridge’s value creation efforts involve actively partnering with the management of our portfolio companies to improve their businesses during our period of ownership. Buyouts. Buyouts in the context of the Capital Partners Funds tend to be control investments in the equity of a business, but with an attention to acquiring attractive, growing companies at reasonable prices. The Capital Partners Funds’ strategy is designed to invest in a variety of growth stages. Higher growth businesses warrant a higher multiple, and Centerbridge maintains a disciplined internal view of the appropriate threshold of price vs. growth. In thematic buyouts, Centerbridge applies deep sector knowledge in situations where Centerbridge can underwrite future performance confidently due to a particular insight into the business, industry, strategy or management, often as a result of a sector team’s deep research. Centerbridge’s thematic sourcing model was developed with intrinsic value in mind as Centerbridge typically focuses on developing differentiated themes, which often reflect second- or third-order derivatives of larger structural trends in a given industry. These are themes that allow Centerbridge to avoid “crowded trades” where price discipline is likely to impede one’s ability to win an auction. Centerbridge’s

deep work on thematic areas of interest allows Centerbridge to gain significant conviction, move quickly and differentiate itself in competitive situations. This can create favorable process dynamics and lead to exclusivity, allowing Centerbridge to maintain its focus on intrinsic value throughout execution. Structured Equity. The nature and requirements of structured equity investing align well with Centerbridge’s flexible mandate and cross-platform collaboration. These investments combine private equity industry experience, sourcing and portfolio company management capabilities with the creativity and structuring solutions inherent in Centerbridge’s credit business. These investments tend to meet Centerbridge’s control investment return targets with a more conservative risk profile –equity-like returns with debt-like risk. This typically involves investing in an equity position of significant influence or control (with all of the attendant portfolio company management tools and approaches), while limiting downside with tools from Centerbridge’s credit toolkit, including liquidation preferences, put rights / repurchase features or maturities that would be typical for certain classes of preferred stock and subordinated debt instruments. By design, structured equity investments generate returns within a narrower band, providing “ballast” to the overall Capital Partners Funds’ portfolio. Structured equity investments tend to be heterogeneous, reflecting the often bespoke nature of these investments. In some cases, these are bilateral situations in which a counterparty cannot or does not want to access traditional capital markets for subordinated debt or preferred equity for a variety of reasons. In other situations, a structured equity investment is presented as an alternative to a typical sale; Centerbridge has found that many sellers, particularly those who remain bullish on the environment or the performance of the business, are willing to offer investors attractively priced downside protection. In other instances, Centerbridge acts as a solutions provider to a business owner, for instance, providing capital to a family that wants to retain control of its business or carving out a business from a larger conglomerate that is required to make divestitures for regulatory or strategic reasons. Opportunistic Buyouts. Centerbridge remains agile so that it can capitalize on opportunities that are attractive for more opportunistic reasons. In some of these situations, Centerbridge is able to navigate a particularly complex transaction dynamic (e.g., corporate carve-outs). In others, Centerbridge uses its structuring and process acumen to design customized solutions for sellers, navigate more complex legal processes or invest in highly regulated industries. Notably, these opportunistic buyouts often involve control opportunities in stressed or distressed companies which can take a number of different forms. Most traditionally, in distressed-for-control investments, Centerbridge invests in a company’s loans or debt instruments with the goal of guiding the company through a restructuring and emerging with control or significant influence. This part of Centerbridge’s strategy draws heavily on Centerbridge’s deep experience in credit markets and restructuring. As part of its cycle readiness efforts, each sector team maintains a “watch list” of companies that are fundamentally sound businesses with potentially unsustainable capital structures that could

provide attractive future opportunities. Sector teams monitor the trading levels of the public debt of these businesses, and when an opportunity becomes actionable, Centerbridge’s active trading and capital markets capabilities provide a competitive advantage in executing purchases of debt in secondary market transactions. Centerbridge then leverages its deep bankruptcy and restructuring experience in navigating process complexity to achieve the outcome of having control or influence in the governance of the reorganized company. Once the target company emerges from the restructuring with a new leverage profile, Centerbridge treats it as it would any other private equity investment and applies a methodical approach to implementing a value creation plan that was established as part of the underwriting and emergence planning. 3. Real Estate Funds The Real Estate Funds continue Centerbridge’s historical approach to real estate investing by seeking investments throughout the capital structure where Centerbridge identifies and believes it has the opportunity to create or capture value across three types of real estate transactions: properties, companies and loans & securities. The Real Estate Funds employ Centerbridge’s value-oriented approach with an emphasis on downside protection and invest when it believes the market price of the company, instrument or asset is meaningfully below the intrinsic value of its underlying real estate. Companies. Centerbridge invests in companies where it can own or control a high-quality real estate company at what it believes to be a meaningful discount to the intrinsic value of such company’s assets or where Centerbridge believes its basis compares favorably to its expectations for the company’s future earnings prospects. Centerbridge often seeks companies where it sees the opportunity to improve operations and / or management (bringing to bear the skills of Centerbridge’s portfolio operations team), benefit from the existing management team’s deep experience, accretively invest additional capital into accretive capex or add-on acquisitions, improve the company’s capital structure (e.g., amount, cost, duration and / or covenants of financing) and / or expand the company’s market position in a fragmented asset class. From the outset of each investment, the team is focused on optimizing its exit value and all strategic, capital and operational changes are made with the goal of creating a business that will be more highly valued by potential buyers at the time of a sale. Centerbridge is flexible in its approach to taking ownership or control of companies, as there are multiple paths to making an investment in a company. While an investment in the equity of a solvent company is a common way to do this, an investment in the debt of a financially distressed company could also result in a control / ownership position if that debt ultimately converts to equity. Further, there are times when Centerbridge may have high conviction in a theme, but it may be an expensive asset class and therefore difficult to find ways to invest at attractive prices. In such instances, Centerbridge may seek to partner with a team it believes is best-in-class to create its own platform.

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Centerbridge provides investment advice to pooled investment vehicles, such as the Funds, and to separately managed accounts (e.g., Martello Re), as described above.

Centerbridge currently accepts performance-based compensation from every client (other than (a) certain co-investments made in parallel with one or more clients, including (i) employee co-investment vehicles and (ii) certain investment-specific coinvestments and (b) certain Other Vehicles), and as described in Item 5, the percentage amounts upon which such compensation is calculated, the timing of the calculation of such compensation and the use of unrealized gains in such calculation differ among clients. In addition, the allocable expenses borne by each of the clients are as provided by the governing documents of such clients, which vary by client (including, for example, in relation to in-house costs, which are allocable only to certain clients, as described earlier). As a result of such factors, Centerbridge has a potential incentive to allocate limited investment opportunities to, or make other determinations that take into account, the clients from whom the greatest performance-based compensation could be earned or to make riskier or more speculative investments. In addition, certain Centerbridge personnel participate in Centerbridge’s performance-based compensation with respect to one or more clients (and / or the percentage interest held by a particular personnel member may be greater as a function of a particular client or strategy) and accordingly have a potential incentive to make valuation and allocation decisions based on such participation. Such conflicts also could affect the manner in which Centerbridge determines the responsibilities of its personnel performing administrative functions. Centerbridge’s Conflicts of Interest Policy and its Valuation Policy, which are available to investors and prospective investors as described in Item 8, address these and other conflicts of interest, including topics discussed in this Item 6, and in Items 10 and 11.

A. Broker-Dealer Registration Status. Centerbridge and its management persons are not currently registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. For purposes of the EU’s AIFMD, Centerbridge would be deemed an Alternative Investment Fund Manager. As of the date of this filing, Centerbridge has registered under the National Private Placement Regime in the U.K., and certain E.U. jurisdictions on behalf of certain Funds.14 In addition, Centerbridge responds to reverse solicitation requests. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. Centerbridge and its management persons are not registered as, and do not have any application pending to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Centerbridge currently relies on exemptions from registration as a commodity pool operator and / or commodity trading advisor. C. Material Relationships or Arrangements with Industry Participants. Centerbridge is affiliated with Overland Advisors, LLC (“Overland Advisors”), which has been formed to provide investment advice to a business development company and related entities, and has entered into a resource agreement with Overland Advisors pursuant to which Overland Advisors has access to certain resources, personnel, and offices of Centerbridge. Centerbridge or its affiliates have received compensation and expect that in the future they will receive similar compensation in connection with financial transactions structured by Centerbridge or its affiliates (which does not include fees received by portfolio companies). Such compensation includes, for example, break-up and topping fees, monitoring and directors’ fees, organization fees, set-up fees, consulting fees, management fees, closing and transaction fees and other similar fees. Such fees, generally (but with some exceptions as specified in a Fund’s governing documents or other arrangements with a client) reduce all or a portion of the Management Fees paid by the Funds, as discussed in Item 5.

We further note that the effectiveness of Brexit on December 31, 2020 creates some limitations on the ability of marketing activities directed from the U.K. into other European jurisdictions. Accordingly, marketing into EU-member jurisdictions presently is being undertaken from the U.S. unless Centerbridge has received a reverse inquiry.

D. Material Conflicts of Interest. Centerbridge expects from time to time that it will engage, at a client’s request, certain third-party investment advisers, in connection with discrete investment strategies. Centerbridge does not receive a share of the compensation that such third-party investment advisers receive for such services. Further, such compensation does not offset any compensation that Centerbridge may otherwise receive. Please refer to Item 16 regarding Barings LLC, which also advises a Centerbridge client, and The Vistria Group, LP, which provides sub-advisory services relating to a different Centerbridge client. The clients and Centerbridge are dependent upon counterparties or their affiliates (including, without limitation, any administrators, lenders, brokers, attorneys, consultants and investment or commercial banking firms) and certain other businesses, in each case, including their respective affiliates (collectively, the “Service Providers”). From time to time, Centerbridge and / or the clients (or their respective portfolio companies) receive products or services from third parties, the costs and expense of which are reallocable (in whole or in part) between or among Centerbridge and the clients (or portfolio companies). Various of the Service Providers, including financial counterparties, engaged by Centerbridge to perform services for the clients operate large and diversified businesses and accordingly, in the ordinary course of business, those Service Providers will have, or will have had, numerous relationships with Centerbridge, its personnel, the clients and other Centerbridge entities and their affiliates. For example, it is possible that a Service Provider that provides prime brokerage services to one client would serve as a warehouse for another client (and Centerbridge wishes to note that if ever Centerbridge, in the future, concluded that it would be more efficient for a Centerbridge-affiliated entity to be the provider of a warehouse, such arrangement would be executed in compliance with the governing documents of the relevant client(s) and Centerbridge’s obligations under the Advisers Act (as defined below)) While it is not necessarily the case that such relationships presumptively give rise to conflicts of interest, the potential for conflicts of interest does exist. Accordingly, Centerbridge’s policies and procedures are designed with a view to both identifying and affording an opportunity to analyze and mitigate potential conflicts of interest that could arise from such relationships. The service providers, counterparties or their affiliates (including, without limitation, any administrators, lenders, brokers, attorneys, consultants and investment or commercial banking firms) and certain other advisors and agents of the clients, Centerbridge or any of their affiliates are from time to time investors in the clients and / or sources of investment opportunities and co-investors or counterparties therein and also in certain instances provide goods or services to or have business, personal, political, financial or other relationships with Centerbridge, its portfolio companies and their affiliates and certain other advisors or agents. Certain employees of Centerbridge from time to time have family members or relatives employed by certain advisors and other service providers. These and other

relationships could influence, or have the appearance of influencing, Centerbridge in deciding whether to select such a service provider or have other relationships with Centerbridge. Among the ways Centerbridge seeks to mitigate such potential conflicts is to require periodic disclosure of such relationships and conduct ongoing monitoring, where possible in each case. When engaging service providers on behalf of itself and the clients and as relationships with such service providers continue, Centerbridge applies business selection standards that are similar in nature to the “best execution” principles applicable to brokerage relationships, taking into account the nature of services sought and capabilities of such service provider in relation thereto, and also other characteristics of the service provider under consideration, such as the following: reputation, ethics and regulatory record; business standards; corporate governance, compliance and controls; technological capabilities and standards; references and relevant expertise; continuity considerations and historical experience with such service provider; and the actual or expected quality and timeliness of the services provided relative to the difficulty of the requested services and fees charged or proposed to be charged, with consideration to their competitiveness relative to other service providers, if any, that Centerbridge considers to be comparable. It should be noted that relevant comparisons are not always available for a number of reasons, including, without limitation, as a result of a lack of substantial market of providers or users of such services or confidential and / or bespoke nature of such services. From time to time, multiple service providers with overlapping capabilities are engaged in order to provide what Centerbridge considers to be the appropriate level of attention to a particular need. Various approaches apply to the services performed for a given entity or entities (depending on applicable facts or circumstances) and to the pricing methodologies for such services, affecting the actual cost of such services, including, but not limited to, hourly rates, fixed fees, performance-based fees, contingency fees and other arrangements. The same service provider may act for the Firm and its affiliates, and also for the clients, on various matters, with various approaches to fees that are a function of the specific mandate. From time to time, discounts apply (including those that are task- or transaction-based, or that reflect a “broken deal” or otherwise unfinished mandate). Subject to the considerations described above, the selection of a Service Provider (including a broker or prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the Service Provider of the following: consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. In addition, Centerbridge engages one or more fund administrators to perform certain functions for the clients, including but not limited to, execution and recordkeeping associated with applicable tax elections and filings, support for Centerbridge’s valuation process and support of certain investor correspondence, investor data management and reporting requests as well as data collection required for various regulatory reporting with which a client is obligated to comply. Certain employees of such fund administrators dedicate substantially all of their time to Centerbridge funds. In certain

circumstances, service providers charge different rates or have different arrangements for services provided to Centerbridge or its affiliates as compared to services provided to the clients and / or their portfolio companies, which can result in more favorable rates or arrangements with respect to services provided to Centerbridge, the clients and / or their portfolio companies by a common service provider than otherwise would apply, the impetus of which may have been the volume of work given to the service provider by such persons. In such circumstances, one or more of such persons (including Centerbridge) may be receiving a benefit that was derived, at least in part, by work paid for by other such persons. Centerbridge does not condone seeking discounts from service providers for services for Centerbridge in exchange for mandates for the clients or portfolio companies, nor does Centerbridge condone seeking discounts in a manner that would involve less favorable treatment for the clients relative to Centerbridge. While rare, in circumstances that involve the provision of goods or services by a service provider affiliated with Centerbridge or a particular client or portfolio company to another person affiliated with Centerbridge, a particular client or another portfolio company, or services performed for multiple clients or portfolio companies by a single, unaffiliated service provider, various additional considerations often apply, resulting in conflicts analysis and other measures intended to reduce, monitor and mitigate conflicts, and disclosures and other measures as are required by the governing documents of the clients and the requirements of the U.S. Investment Advisers Act of 1940, as amended (“Advisers Act”). Certain conflicts of interest arise if Service Providers that are affiliated with Centerbridge or are owned by Centerbridge or a client (each, a “Portfolio Company Service Provider”) are engaged. Portfolio Company Service Providers could be engaged as service providers in agreements, transactions or other arrangements with a client, a portfolio company of a client or other Centerbridge affiliates that, although Centerbridge determines to be consistent with the requirements of the relevant client’s governing documents, may not have otherwise been entered into but for the affiliation with Centerbridge. For example, Portfolio Company Service Providers have been selected by Centerbridge to perform certain services and functions, including, but not limited to, due diligence, loan servicing, operational services (e.g., with respect to real estate assets, general management of day to day operations, project management and property management) and other functions, on behalf of one or more of the clients, and Centerbridge anticipates that similar arrangements sometimes will occur in the future. Such selections are expected to be made on an arm’s length basis on terms that Centerbridge determines to be within customary market norms for Service Providers of appropriate caliber. An example of a circumstance which can arise in the context of companies that own real assets or property is in connection with a scaling asset-based company that has within it a management company that is held by one or more clients, where such management company later has the opportunity to service, on an arm’s length basis, other assets held by a portfolio company of another client. Some of the services performed by Portfolio Company Service Providers could also be performed by Centerbridge from time to time and vice versa. Any such arrangements typically would involve fees and/or servicing payments to Portfolio Company Service Providers, as determined by the Portfolio Company Service Provider, and any such fees or servicing payments would not offset the Management Fee. While it is possible that Portfolio Company Service Providers will charge for goods and services at rates generally consistent

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A. Code of Ethics. Centerbridge strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, Centerbridge has adopted a Code of Ethics (the “Code of Ethics”). The following set of principles from the Code of Ethics frames the professional and ethical conduct that Centerbridge expects from its personnel: 

Act with integrity, competence, diligence, respect and in an ethical manner with the public, clients, prospective investors, employers, employees, colleagues in the investment profession and other participants in the global capital markets;

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Place the integrity of the investment profession, the interests of clients and the interests of Centerbridge above one’s own personal interests;

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Adhere to the fundamental standard that personnel should not take inappropriate advantage of their position;

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Identify and manage conflicts of interest;

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Conduct all personal securities transactions in a manner consistent with the Personal Securities Trading Policy (as defined in the Code of Ethics);

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Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions and engaging in other professional activities;

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Devote sufficient time and attention to the proper execution of one’s professional responsibilities;

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Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on the employee and the profession;

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Promote the integrity of, and uphold the rules governing, capital markets;

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Maintain and improve one’s professional competence and strive to maintain and improve the competence of other professionals; and

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Comply with applicable provisions of the federal securities laws.

Clients and prospective clients may request a copy of the Code of Ethics by contacting Centerbridge at the address or telephone number listed on the first page of this document.

B. Securities in which Centerbridge or a Related Person Has a Material Financial Interest. 1. Cross Trades Centerbridge applies a judicious approach to the consideration of cross trades, tending in general to disfavor them; however, cross trades are not prohibited by the clients’ organizational documents. In the seldom occurring circumstance that Centerbridge were to undertake a cross trade between two clients, such a transaction would be conducted in accordance with, and subject to, any applicable laws, Centerbridge’s fiduciary obligations to each client and the terms of each client’s governing documents. Situations at times arise where it would be necessary or appropriate to transfer certain assets held by one or more clients, including for the purpose of rebalancing the portfolios of such entities. For example, the governing documents of certain funds could contemplate periodic transactions between a fund and its parallel funds for the purpose of maintaining alignment of such funds, and it should be understood that such permitted transactions may occur as and when warranted, subject to the requirements of the applicable governing documents. In addition, Centerbridge at times will restructure the form of legal ownership of an investment, e.g., from direct ownership to participation or indirect ownership through a shared subsidiary (such as a trading subsidiary or investment vehicle or Other Vehicle in which a client has an interest) or otherwise at the direction of the owners of the clients, which restructuring is not intended to result in a change in the level of beneficial ownership. In addition, Centerbridge from time to time has caused and may in the future cause a client to enter into a back-to-back, contribution, indemnification or similar agreement with another client to ensure that each client assumes its pro rata share of any obligation, including in circumstances where they may share indirect ownership of an investment through a shared subsidiary or investment vehicle. However, Centerbridge may be unable to exit an investment during the standard life of a client, or it may believe that it would be suboptimal to exit during that time, for example, because it believes that the investment has not reached an appropriate level of maturity or it still holds potential future upside. This could include, but is not limited to, a company for which a turnaround has not been completed, one that is not in the right part of the curve of what is believed to be a longer industry cycle, or one for which there is still a meaningful amount of value creation that can be done or future growth that is expected to occur. With respect to any investment that Centerbridge does not believe it would be advisable to exit before the end of the life of the relevant client, it is possible that Centerbridge would determine that a compelling approach is to sell an investment from such client to another client. For example, a client could acquire from, or sell to Centerbridge, a Service Provider as an investment or participate alongside Centerbridge or another client in the acquisition of a Service Provider, after determining the appropriate valuation at which such transaction should occur. In addition, before entering into any transaction with respect to any such Service Provider, it is anticipated that Centerbridge will obtain any consents that may be required under the Advisers Act or other applicable laws or regulations. In addition, Centerbridge might also consider other possible solutions, such as the creation of a separate vehicle to hold long-horizon assets, if permitted by, and

subject to, any restrictions and requirements set forth in the applicable client’s governing documents, including but not limited to, obtaining any investor consent if required thereby. The client purchasing such investment could have different terms than the selling client (e.g., longer duration), and provide limited partners of such selling client with the option to receive a distribution in connection with their investment with such selling client at the time of such sale, or to roll all or a portion of their interest in the investment into the new vehicle. Under such circumstances, Centerbridge may invest in or alongside the new vehicle, or hold the entirety of such investment through or alongside the new vehicle (e.g., in the event that all limited partners elect to monetize their investment at the time of sale to the new vehicle). In addition, in assessing legal, tax, regulatory, accounting and similar considerations that may impact allocation decisions, Centerbridge may determine that, for a client after its investment period, particularly as it approaches the end of its term (including those clients whose terms have been extended) or clients in windup, it would not be appropriate to allocate one or more follow-on investments to such client, even if other clients do make such follow-on investment(s). In addition, with respect to Portfolio Company Service Providers, Centerbridge could cause a transfer of all or a portion of the ownership of one of these service providers (or the employees, leases, contracts or office assets of one service provider to another service providers) from one client to another. The transfer of all or a portion of the ownership of a Portfolio Company Service Provider or employees, leases, contracts, business unit or office assets among clients could be consummated for minimal or no consideration, subject to the terms of the governing documents of each client, without obtaining any consent. Centerbridge may, but is not required to, obtain a third-party valuation or fairness opinion confirming the same, and if it does, Centerbridge can be expected to rely on such valuation or fairness opinion. Moreover, while Centerbridge seeks to use reasonable efforts to avoid cross-guarantees and other similar arrangements, counterparties, lenders and other unaffiliated participants in a given transaction have in the past required or desired, and it is possible that such parties may in the future require or desire to transact with only one fund entity or group of entities, which would likely result in (i) any of the clients being solely liable with respect to its own and another clients’ or vehicles’ share of the applicable obligation and / or (ii) any of the clients being jointly and severally liable for the full amount of such applicable obligation. Furthermore, as a result of any incurrence of indebtedness on a joint and several or cross-collateralized basis, a client may be required to contribute amounts in excess of its pro rata share, including additional capital to make up for any shortfall if another client is unable to repay its pro rata share of such indebtedness. may result in such clients entering into, participating in or applying a backto-back or other similar reimbursement arrangement (and in most circumstances, especially where there are back-to-back or other similar reimbursement obligations, a client would not be compensated (or provide compensation to the other) for being primarily liable to, contributing amounts in excess of its pro rata share to, or otherwise directly contracting with such counterparty, lender or other unaffiliated participant), which also could include provisions intended to mitigate certain impacts that may arise with respect to the client that is the primary obligor (e.g., any reduction in the borrowing base of the client that is the

primary obligor attributable to credit support attributable to one or more other clients that are indirect obligors) relating to a reduction in borrowing base under such client’s subscription facility. If a client enters into any such arrangements with one or more other clients, such client will be subject to the counterparty risk of such other clients involved, including, without limitation, the risk of a default or delay in the performance of such other clients’ obligations. In addition, even where a client incurs primary liability and other clients participate in such obligation by virtue of sharing arrangements, a portion of any guarantee or other similar fees paid to a client would likely be shared with the applicable other clients, despite the incremental risk taken on by such client. The foregoing arrangements will arise in connection with co-investments, in particular where a counterparty will only transact with a single entity resulting in a client having to enter into back-to-back arrangements with co-investors. 2. Principal Transactions Centerbridge disfavors principal transactions. To the extent that cross trades or other transactions with a client are viewed as principal transactions due to the ownership interest in a client by Centerbridge or its personnel, Centerbridge would effect such transaction only if Centerbridge were to first determine that such trade is in the best interests of the affected clients and then only in compliance with the requirements of Section 206(3) of the Advisers Act or similar applicable law, and the governing documents of the affected clients, including obtaining any required informed consents. It should be noted that Centerbridge has the authority to consent to any transfer of all or a portion of an investor’s interest, including a transfer to Centerbridge. Any such transaction would present a conflict in that, by virtue of its role as such, Centerbridge would be expected to possess more information and more detailed information regarding the clients and their investments than the relevant investor. There is no guarantee that Centerbridge would consider (or if it did consider, would consummate) a transfer of all or any portion of an interest from an investor to Centerbridge, or that any such transfer would be available to investors generally. Investors should not expect that any such transfer will be available at any time. 3. “Platform” Investments and Investments in Other Clients In the event a client invests through a platform, such a platform may be one that has been formed by Centerbridge either exclusively or as a joint venture with others, through which Centerbridge executes a particular strategy (as is the case with Martello Re and existing and potential future CDO vehicles). In making the determination to invest a client’s capital in a platform or joint venture, Centerbridge will have determined such an investment to be suitable for such client; even so, the involvement of Centerbridge and a client in establishing and funding a new platform through which a strategy that is suitable for such client is executed presents a potential conflict in that it contributes to the prospects of such platform, and the prospects of platforms formed by Centerbridge can contribute to Centerbridge’s overall prospects.

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A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously and in Item 16 below, Centerbridge has full discretionary authority to manage the Funds and certain other clients, including authority to make decisions with respect to which investments are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Centerbridge’s authority is limited by its own internal policies and procedures and each client’s investment guidelines. Portfolio transactions for the clients are allocated to brokers and dealers on the basis of seeking best execution and in consideration of Centerbridge’s assessment of factors such as such broker’s or dealer’s ability to effect such transactions, and its resources, responsiveness and reliability, market or product knowledge, market standing, integrity and financial responsibility. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to the clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products or services. Subject to the considerations described above, the selection of a broker (including a prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of the following: consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Generally, neither Centerbridge, nor the clients intend to separately compensate any broker for any of these other services. 1. Research and Other Soft Dollar Benefits As a matter of general policy, Centerbridge does not participate in soft dollar arrangements, although the U.S. office of Centerbridge, from time to time, receives research prepared by broker-dealers and circulated by such broker-dealers to their clients. With the implementation of the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID II”) in January 2018, the Sub-Advisor pays directly for any products deemed to be “investment research” pursuant to MiFID II, although in the future the Sub-Advisor may determine to use a research payment account for this purpose as permitted by MiFID II. 2. Brokerage for Client Referrals Broker-dealer selection for trade order execution is a function of the best execution considerations described in this Item 12. In relation to trade order execution,

Centerbridge has no active engagement with any broker-dealer providing for the payment of fees in consideration for client referrals or recommending any specific broker to clients. At such times as Centerbridge engages a placement agent registered as a broker-dealer for the purpose of assisting with fundraising activities, such placement agent would receive compensation in connection with such engagement, which is unrelated to the trade order execution activities of the clients. See Item 14.B. 3. Directed Brokerage Centerbridge does not recommend, request or require that a client direct Centerbridge to execute transactions through a specified broker-dealer. B. Order Aggregation. In some circumstances, it will be appropriate for Centerbridge to buy or sell an investment on behalf of more than one client account for which the transaction is allocable at one time or over a period of time, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one client cannot be fully executed under prevailing market conditions, securities may be allocated among the different clients on a basis which Centerbridge considers equitable. As a general matter, Centerbridge believes that the aggregation of orders for multiple advisory clients is consistent with its duty to seek best execution for its clients. Aggregation of trades facilitates more efficient and less costly execution by enabling Centerbridge to negotiate transactions on a consolidated basis rather than dealing with multiple smaller lots in investment types that normally trade in significant and / or pre-set blocks.

A. Economic Benefits for Providing Services to Clients. Centerbridge does not receive economic benefits from non-clients for providing investment advice and other advisory services to its clients. B. Compensation to Non-Supervised Persons for Client Referrals. From time-to-time Centerbridge engages placement agents pursuant to which a placement agent would receive fees in consideration for introducing investors to the Funds. In some circumstances a placement agent could subscribe to a Fund with a capital commitment amount equal to all or a portion of the placement agent fees payable to such placement agent. Potential investors must independently evaluate the offering and make their own investment decisions. The fees payable by Centerbridge to a placement agent generally will take the form of a fixed fee and / or a fee based upon the amount of interests committed to by investors that each such placement agent introduces to Centerbridge, commissions, and expenses (including travel and entertainment) and interest thereon in connection with the offering, subscription or sale of interests, and such fees are subject to offset provisions under the governing documents for the relevant funds, reducing fees otherwise payable by the applicable Fund. Potential investors should also note that at various times, placement agents act as such for multiple Funds and other unaffiliated fund sponsors and funds, which may offer interests that are similar to the interests being offered by the Funds. Placement agents acting on behalf of the Funds would receive fees in respect of the Funds and can therefore be incentivized to recommend investors to invest in multiple Funds. Additionally, unaffiliated sponsors may pay placement fees on terms different from the fees that the placement agents will receive from Centerbridge, and this difference in fees may influence placement agents to introduce or not introduce potential investors to Centerbridge. Certain jurisdictions mandate the use of placement agents or licensed persons in order to market funds to investors in such jurisdictions, and in such circumstance engaging a placement agent could become necessary or advisable, and an offset of the Management Fee would not necessarily apply.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Centerbridge’s advisory business or the integrity of Centerbridge’s management.

A. Frequency and Nature of Review of Client Accounts or Financial Plans. Centerbridge performs various daily, weekly, monthly, quarterly and periodic investment monitoring reviews of each client’s investment portfolio. Such reviews are conducted by Centerbridge’s investment professionals together with members of other teams. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. Portfolio management is a dynamic process. The frequency of reviews of client account portfolios is a function of facts and circumstances, which can include, for example, market or economic conditions, conditions affecting a particular issuer and Centerbridge’s general views about various opportunities and risks that may be relevant to the portfolio or a particular position at a given point in time. Accordingly, evaluation of the portfolio happens on a periodic as well as a non-periodic basis as believed warranted by Centerbridge taking into account circumstances such as those noted above. C. Content and Frequency of Account Reports to Investors. Centerbridge provides annual audited financial statements to the Funds’ investors no later than 90 to 120 days after the applicable Fund’s fiscal year end, as required by the governing documents of the Fund and consistent with the Custody Rule (as defined in Item 15). At times (and for some Funds that are actively investing, on a periodic basis), investors receive update letters from Centerbridge with commentary, although Centerbridge provides, in certain circumstances, certain investors with information on a more frequent and detailed basis if agreed to by Centerbridge, including in response to specific due diligence requests made by one or more investors or their representatives. Investors and prospective investors have unique due diligence needs and requirements. The information furnished in response to requests varies based on the nature of, and confidentiality considerations relating to, the information requested. Certain investors of one Centerbridge client are also investors of another Centerbridge client, are permitted to designate a member to a clients advisory committee or may have a Strategic Relationship with Centerbridge, and such investors could at times have different information about Centerbridge and a client than other investors in such client not similarly positioned. For example, where investors are co-investors in an investment, they are likely to receive more detailed information concerning that investment than other investors that are not co-investors. In addition, investors are based in diverse jurisdictions, including from certain jurisdictions that could cause heightened CFIUS risks to a client, and therefore these factors and other similar factors may also inform differences in quantity and quality of information received by different investors. Similarly, not all

investors monitor their investments in vehicles such as the Funds in the same manner. For example, certain investors may periodically request from Centerbridge information regarding the Funds and investments and / or portfolio companies that is not otherwise or is yet to be set forth in the reporting and other information delivered to investors generally. When receiving specific questions or information requests from investors, prospective investors or their representatives, Centerbridge does not make such questions, requests or the responses thereto available to persons other than the requesting parties. Additionally, from time to time, Centerbridge may agree to provide “risk aggregators” reasonably acceptable to it certain information pertaining to a Fund’s portfolio. While Centerbridge and the applicable Fund (as the case may be) will attempt to provide information that they believe is accurate and where possible impose contractual requirements with respect to such information, it has no actual control over how such information is being processed, and does not directly monitor, supervise or exercise any control over how such information is reported by such “risk aggregators.” Investors should understand that by requesting that information be provided to “risk aggregators,” the Funds and their respective affiliates have no liability with respect to any report received by investors from such “risk aggregators.” In addition, investors in the Funds structured as closed-end vehicles are invited to attend annual meetings regarding the applicable Fund. Information also is available through the Funds’ password-protected website. Centerbridge endeavors to make matters that Centerbridge considers to be of general significance to investors available to investors generally and to ensure that information furnished in response to due diligence requests is generally consistent; however, to the extent an investor receives information that other investors have not received, which is in addition to information provided in a Fund’s or Centerbridge’s regular reports to investors, such information may provide such investor with greater insight into the Fund’s and Centerbridge’s activities. This may enhance such investor’s ability to make investment decisions with respect to a Fund and possibly, with respect to clients that permit redemptions or the right to terminate a relationship with Centerbridge, affect such investor’s decisions with respect thereto. Conversely, investors who are “friends and family” investors have agreed that they will receive more limited information. Centerbridge encourages all investors and prospective investors to make such due diligence requests as they consider appropriate.

Centerbridge is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Account statements related to clients are sent by qualified custodians to Centerbridge. Centerbridge is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) and satisfies its Custody Rule obligations with respect to each Fund by either: (i) complying with the provisions of the so-called “Pooled Vehicle Annual Audit Exception” with respect to such Fund, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days after the end of its fiscal year or (ii) complying with the requirements related to quarterly delivery of account statements and annual independent verification, and any other applicable requirements of the Custody Rule with respect to such client. The independent public accountants confirm such independence through their audit reports that accompany the audited financial statements of the Funds, and through analyses provided to Centerbridge confirming their determinations with respect to independence that Centerbridge itself relies upon when making its own determination as to auditor independence and related Custody Rule compliance.

Centerbridge or an affiliate of Centerbridge entered into an investment management agreement, or similar arrangement, with each client, pursuant to which Centerbridge or an affiliate of Centerbridge was granted trading authority. In addition, the Sub-Advisor has entered into sub-advisory agreements with the Advisors pursuant to which the Sub-Advisor serves as sub-advisor to the Funds. In addition, Centerbridge serves as the investment advisor with non-discretionary trading authority for a client to invest in Martello Re. Martello Re has entered into an investment management agreement with each of Barings, LLC and the Martello Advisor, pursuant to which each is responsible for investing certain of the investable assets and accounts of Martello Re. Each of Barings and Centerbridge have full discretion to supervise and direct the investment of the applicable assets, subject to the investment guidelines described in the applicable Investment Management Agreement. With respect to Seaport, Centerbridge has entered into a subadvisory agreement with The Vistria Group, LP (“Vistria”) pursuant to which Vistria will (i) monitor, evaluate and make recommendations to Centerbridge regarding Seaport’s investments, (ii) provide such other services related thereto that Centerbridge and Vistria may agree from time to time and (iii) be entitled to certain approval and consultation rights with respect to Seaport’s investments, for which a portion of the fees payable to Centerbridge from Seaport will be paid to Vistria (as described in Item 5). Centerbridge’s investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as described in its offering documents.

A. Policies and Procedures Relating to Voting Client Securities. In compliance with Advisers Act Rule 206(4)-6, Centerbridge has adopted a proxy voting policy and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a way Centerbridge believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Centerbridge’s general practice is to vote consistently for all clients offered the opportunity to vote. In certain circumstances, Centerbridge may refrain from voting Proxies where Centerbridge believes that abstaining from voting would be in the applicable client’s best interest and / or where Centerbridge believes abstention is appropriate to address potential conflicts of interest, as more fully discussed below. Certain matters subject to a proxy vote may require a more detailed analysis by Centerbridge (e.g., where Centerbridge has identified SVC considerations) than the analysis required for some routine or uncontested matters (e.g., mergers and acquisitions or a contested director election). In performing such analysis, Centerbridge has entered into license or similar agreements to receive proxy voting research, and such research includes certain recommendations of the relevant service provider. Importantly, Centerbridge makes its own determinations regarding the most appropriate manner for managing proxy votes; such determinations may or may not be consistent with what is recommended by third-party resources. Conflicts of interest may arise between the interests of the clients on the one hand and Centerbridge or its affiliates on the other hand. If Centerbridge determines that it may have, or is perceived to have, a conflict of interest when voting Proxies, Centerbridge will either (i) use an independent, third-party service to vote the proxy on behalf of the affected Fund(s), (ii) disclose the conflict of interest to the investors in such Fund(s) and obtain their consent to vote the proxy in accordance with Centerbridge’s policy or (iii) employ an alternative method of addressing the identified conflict of interest (which can include refraining from voting, as discussed above). A copy of Centerbridge’s Proxy voting policy is available through the Funds’ password-protected website. In addition, clients may obtain a copy of Centerbridge’s Proxy voting policy and its Proxy voting record upon request.

Centerbridge is not required to include a balance sheet for its most recent fiscal year (see Item 5.A), is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past 10 years.