Man Investment Partners (US) LP

Man Investment Partners (US) LP (the “Firm”) is an investment advisory services firm that, together with its relying adviser affiliates, focuses primarily on public and private credit and event-driven strategies. The Firm has been registered with the SEC since 1997. This Brochure contains information with respect to the Firm and all of its relying advisers (collectively, “MIP” or “we”). MIP provides investment advisory services to a variety of private investment funds, managed accounts, and collateralized loan obligation investment vehicles. MIP’s regulatory assets under management are estimated to be $2,879,324,847 as of December 31, 2025. The Firm is directly owned by Man Investments Holdings Inc. and Man Investments Finance Inc., both of which are indirect wholly owned subsidiaries of Man Group plc. Man Group plc is a public company listed on the London Stock Exchange and is a component of the FTSE 250 Index. Man Group plc, through its investment management subsidiaries (collectively, “Man”), is a global investment management business and provides a range of fund products and investment management services for institutional and private investors globally. The Firm is part of Man’s Discretionary business. As of December 31, 2025, Man had approximately $227.6 billion of assets under management. 1 The Firm is doing business as Man Group which represents the marketing name of the Firm. Jason Dillow is Chief Executive Officer and Chief Investment Officer of the Firm. The Firm’s Executive Committee includes Jason Dillow, Jacob Fishelis, and Philip Raciti. Jason Dillow, John Greene and Pratik Desai are portfolio managers with respect to the Firm’s advisory activities. MIP is based in New York, NY. Relying Advisers The Firm directly or indirectly owns controlling stakes in all of its relying advisers, which fall into two categories: 1. Man Investment (US) Loan Management LLC (“MLM”) and its direct and indirect subsidiaries listed below; and 2. Bardin Hill Long Duration Recoveries Management LP (“BHLDR”). Man Investment (US) Loan Management

Man assets under management as stated in the Man Group plc Annual Report include advisory-only assets where Man Group provides model portfolios but does not have decision making or trading authority over the assets and dedicated managed account platform services for which Man Group provides platform and risk management services but does not provide investment management services.

MLM and its subsidiaries specialize in providing investment management services to investment vehicles which invest primarily in performing credit assets. Philip Raciti and Sean Kadden are portfolio managers for MLM and its subsidiaries. MLM’s subsidiaries control the management of the collateral supporting certain debt obligations issued by collateralized loan obligation vehicles. The collateral generally consists of debt obligations, secured and unsecured claims, any equity securities acquired as part of a unit consisting of both a debt obligation and an equity security, and certain derivative instruments. MLM and its subsidiaries perform numerous administrative and advisory functions with respect to the collateral, including selecting the portfolio of collateral and instructing an independent trustee with respect to acquisitions, dispositions, or reinvestments of proceeds of the collateral. The Firm wholly owns MLM. The MLM subsidiary relying advisers providing services to collateralized loan obligation vehicles are Man Investment (US) Loan Advisors LP, Halcyon Loan Advisors A LLC and Man Investment (US) Performing Credit Management LLC, each of which are wholly owned by MLM. MLM’s portfolio managers are also portfolio managers for certain MLM affiliates, including GLG LLC and Man Capital Management LLC, and provide investment management services to certain collateralized loan obligation investment vehicles managed by those entities which are investment advisers registered with the SEC. Bardin Hill Long Duration Recoveries Management BHLDR focuses on non-market correlated investments in litigation-oriented situations, liquidations, and other special opportunities (which can include private and illiquid positions) of a non-market correlated nature, in each case, with a long-term investment horizon. The members of the Investment Committee of BHLDR are John Greene and Jason Dillow. The sole limited partner of BHLDR is the Firm, and Man Investment Partners (US) GP LLC is its general partner. Advisory Clients MIP’s advisory clients fall into three categories: 1. Private funds sponsored and controlled by MIP for a variety of investors or one or more specific investors (referred to as the “MIP Funds”); 2 2. Collateralized loan obligation investment vehicles (referred to as the “CLOs”); and 3. Managed accounts for institutional investors or funds sponsored by unaffiliated institutions (referred to as the “Managed Accounts”).

“MIP Funds” may include one or more funds that the Firm, affiliates or employees have seeded or invested over 25% of the capital of such Funds. “Employee(s)” for purposes of this Brochure includes personnel, partners, officers, directors (other than non-executive directors of Man Group plc) and other persons with similar status or performing similar functions.

MIP tailors advisory services to the individual needs and specified investment mandate of each advisory client. For commingled MIP Funds, we adhere to the investment strategy set forth in each Private Placement Memorandum and/or other operating documents of such MIP Funds. For each Managed Account, as well as for single investor MIP Funds, we enter into advisory and/or operating agreements that contain a description of the investment objective and mandate, as well as investment guidelines and restrictions agreed upon with those advisory clients. For CLOs, we adhere to the investment strategy and portfolio guidelines and restrictions set forth in the relevant CLO’s offering memorandum. We do not participate in wrap fee programs. We manage MIP Funds, Managed Accounts and CLOs on a discretionary basis, except as may be limited in the relevant advisory client’s advisory agreement. From time to time, Man may provide certain centralized functions to the Firm. This brochure generally includes information about the Firm and its relationships with its clients and affiliates. While much of this brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. Important information regarding each advisory client, which includes investment objectives, risks, strategy, fees and other material information, including applicable conflicts of interest regarding relationships with affiliates, is contained in the governing documents of each such advisory client.

Neither MIP nor its Employees receive any transaction-based compensation for the sale of securities or other investment products. Management Fees and Performance Compensation A fee schedule is omitted because this brochure is being delivered only to qualified purchasers, as defined in section 2(a)(51)(A) of the Investment Company Act of 1940 (the “1940 Act”). The Firm does not maintain a basic fee schedule. The following is a general overview of the types of fees the Firm charges its clients. For open-ended MIP Funds, MIP or a MIP affiliate typically receives compensation from the relevant fund both (i) calculated as a percentage, generally ranging from [0.75%-1.0%] per annum, of the net asset value of such MIP Fund or specific interests therein and (ii) on performance achieved with respect to such MIP Fund or specific interests therein, generally up to 20% of the relevant amount but, in each case, as provided in the governing documents of the relevant MIP Fund. For closed-ended MIP Funds, MIP’s compensation arrangements with such funds are generally structured so MIP receives an amount calculated (A) as a percentage, generally

ranging from [0.90%-1.5%] per annum, of deployed capital commitments until the end of the applicable MIP Fund’s investment period and then the net asset value of such vehicle and (B) on performance achieved with respect to such MIP Fund, generally up to 20% of the relevant amount but, in each case, as determined in accordance with the relevant MIP Fund’s operating agreement. Actual compensation arrangements are communicated for each MIP Fund in relevant governing documents, and are subject to waiver by MIP or its affiliates. Performance-based fees, if applicable, will be charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The governing documents of the commingled MIP Funds generally permit us to negotiate different fees with investors in these MIP Funds separately and to waive the fees for certain of our affiliates, current and former Employees, and accounts managed by them. Fee terms applicable to all underlying investors in any MIP Fund are subject to waiver in MIP’s discretion, and any such waiver determination will be communicated to all such underlying investors in the relevant MIP Fund. MIP generally deducts the asset or deployed capital-based fees described above from the MIP Fund accounts monthly or quarterly in advance or in arrears, as provided in the governing documents of the relevant MIP Fund. Because investors in the MIP Funds may not make intra-month withdrawals of their capital (or any withdrawals in the case of closedended funds) and management fees are pro-rated for any periods shorter than a full payment period (or refunded in the event the relevant investment management agreement is terminated prior to the end of a month), investors do not pay a management fee in excess of what they owe for the entire period. In open-ended funds, an affiliate of MIP generally deducts performance-based compensation from the MIP Funds’ accounts at the end of each year, or a shorter period coinciding with an earlier withdrawal date with respect to the withdrawn amount to the extent permitted by the governing documents of the relevant MIP Fund. For closed-ended funds, the performance-based compensation allocable to an affiliate of MIP is deducted from realization or other proceeds of the assets held by the relevant MIP Funds and is subject to return to investors of their contributed capital and a preferred return. Where permitted, MIP or its affiliates may from time to time pay a portion of its management and/or performance fees to distributors or intermediaries of its funds. Fee arrangements for Managed Accounts are customized, negotiated and determined on a case-by-case basis. Generally, these advisory clients pay periodic asset-based fees (typically, monthly or quarterly), and most of these advisory clients also bear performancebased compensation (typically, annually or in connection with the receipt or distribution of proceeds specified in the relevant Managed Account documentation). In most instances, a third party unaffiliated with MIP deducts compensation received from Managed Account advisory clients from Managed Account assets. In addition to MIP’s fees, certain Managed Accounts may be subject to asset-based fees and performance compensation in favor of the

unaffiliated sponsor of the relevant Managed Account. Detailed information concerning compensation and fee arrangements with respect to Managed Accounts is contained in the governing documents of these advisory clients. Fee terms are subject to waiver in MIP’s discretion, and such waiver determination will be communicated to Managed Account advisory clients individually. Generally, the investment management agreements with Managed Accounts may be terminated by either party in accordance with the terms and notice period described in each investment management agreement. Management fees and performance-based compensation are pro-rated for partial periods. Generally, MIP does not require prepayment of fees unless otherwise permitted by the Managed Account governing documents. If prepayment were provided for, MIP would rebate a proportionate amount of the prepaid fees to the applicable Managed Account, in the event of a termination of its investment management services. The Firm may invest advisory client assets in investments including, but not limited to, money market funds, short-term investments and special purpose investment vehicles, that charge additional management or other fees. For CLOs, MIP or a MIP affiliate receives a base collateral management fee and, in most instances, a subordinated collateral management fee, each paid quarterly in arrears. These fees are equal to a certain percentage of the aggregate collateral balance, determined as of each CLO payment date. In some instances, we also receive an incentive management fee with respect to collateral interest and collateral principal collections available as of each CLO payment date, subject to a hurdle. The trustee of each CLO generally remits the collateral management fees to us quarterly in arrears, typically from an interest collection account associated with the CLOs. Detailed information concerning compensation and fee arrangements is contained in the prospectus or other governing documents of each CLO. Fees for the management of a warehouse facility will be negotiated on a case-by-case basis. Note that certain Employees may invest, directly or indirectly, in one or more MIP Funds or other advisory clients. Employees may or may not be subject to a management fee and performance-based compensation by these advisory clients. Expenses Not all investors in MIP Funds and other advisory clients bear all of the expenses set forth below and, in some cases, will bear additional expenses not included herein. Such investors should refer to the relevant advisory client’s governing documents for details with respect to specific expenses relating thereto. MIP Funds generally bear costs and expenses related to portfolio investments or prospective investments (whether or not consummated), including, but not limited to, brokerage commissions; spreads and other fees; clearing and settlement charges; expenses related to short sales; development fees; commissions; bank charges; transfer fees; registration fees; financing fees; interest (including interest on debit balances or borrowings); commitment fees; custodial fees; leasing and servicing fees; bank fees; all due diligence and structuring expenses (including legal expenses and costs of any

investment subsidiaries or other alternative investment vehicles used in connection with any investment, where applicable); fees, expense reimbursement and profit-sharing payments due to unaffiliated advisors, sub-advisors, consultants, accountants, appraisers, experts, lawyers, and finders (which do not offset the management fees or the performance compensation payable to MIP); all travel and reasonable out-of-pocket costs that relate to such investments or prospective investments; any other expenses, charges or fees incurred or payable in connection with the identification, evaluation, acquisition, holding, monitoring, hedging, sale or proposed sale, financing or refinancing of investments or prospective investments, whether or not consummated, including all broken deal expenses and costs of restructuring or workout activity; specific expenses incurred in obtaining or maintaining systems (including risk management systems and portfolio analytics tools), research, and other information utilized in the advisory clients’ investment programs, portfolio management, valuations, accounting, compliance, or reporting, including the costs of statistics and pricing services, service contracts for quotation equipment, and related hardware and software; and any applicable taxes or governmental charges. MIP Funds also typically bear organizational expenses (including, as applicable, with respect to any feeder, blocker, upper-tier or lower-tier structure formed in connection with the applicable MIP Fund) and all out-of-pocket costs of their administration, including, but not limited to, accounting, audit, administrator, offering, licensing, compliance and legal expenses, tax, tax preparation, fees and expenses incurred in connection with any tax audit by any taxing authority, costs of any litigation or investigation involving the MIP Funds’ activities, costs of directors and officers of the general partner or other governing body or vehicle of a MIP Fund, costs associated with reporting and providing information to existing and prospective investors, costs of related to the maintenance of registered offices, blue sky and filings fees and expenses, costs of registrations, qualifications or obtaining and maintaining exemptions under applicable laws, costs of any regulatory filings (including any filings made by MIP relating to the MIP Funds and the management thereof, e.g., Form PF), indemnification expenses, a portion of any liability insurance obtained on behalf of the MIP Funds, MIP, or its affiliates, wind-up and liquidation expenses and any extraordinary expenses arising in connection with the operations of the relevant fund. Managed Accounts generally bear investment program expenses similar to those borne by the MIP Funds and any other expenses set forth in their governing documents. Expenses payable by certain Managed Accounts and single investor MIP Funds are subject to limitations set forth in the relevant governing documents. CLOs generally may incur and bear the following expenses: offering expenses, including rating agency expenses, listing expenses, underwriting and placement agent fees, and legal expenses; trustee and administrator expenses; costs and expenses incurred in connection with the acquisition, holding, monitoring, amendment, default, restructuring, bankruptcy, and disposition of collateral debt obligations and other eligible investments or relating to any proposed investments; brokerage fees; specific expenses incurred in obtaining or maintaining systems, research and other information utilized in the CLOs’ investment programs, portfolio management, valuations, or accounting, including the costs of statistics and pricing services, service contracts for quotation equipment and related hardware and

software; legal, tax, accounting, and appraisal costs, and any extraordinary expenses of any nature or other unusual matters. When MIP incurs expenses on behalf of multiple advisory clients, it seeks to allocate expenses among the applicable advisory clients in a fair and equitable manner and consistent with the advisory clients’ governing documents. MIP typically allocates expenses directly related to a specific investment among advisory clients based on the relative value of the positions being acquired, held, or sold, and shared expenses not directly related to a specific investment based on the relative net asset value of advisory client accounts, in all instances to the extent permitted by the relevant advisory clients’ governing documents. However, MIP can apply other expense allocation formulas and methods at its discretion. MIP cannot guarantee the accuracy of all expense allocations and is not financially responsible for incorrect allocations in the absence of a breach of the standard of care set forth in the advisory clients’ governing documents. MIP is at times subject to a conflict of interest in determining whether to allocate expenses to one advisory client, among several advisory clients, or among MIP and advisory clients. In order to address such conflicts, MIP seeks to allocate expenses in a fair and equitable manner, consistent with applicable disclosures in relevant governing documents. Advisory clients may not receive the same benefits from the services that they pay for. From time to time, at its discretion, MIP may agree to cap an advisory client’s expenses subject to the advisory client’s governing documents. Please see Section 10: Other Financial Industry Activities and Affiliates for information related to the role of Service Companies (as defined below), including expense allocation considerations related to the use of Service Companies. For more information on brokerage transactions and costs, please see Section 12: Brokerage Practices.

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

The Firm generally focuses on public and private credit and event-driven strategies. Man Investment (US) Loan Management LLC The investment objective of MLM and its subsidiaries is to generate current income, affording significant downside protection by investing primarily in senior loans. Bardin Hill Long Duration Recoveries Management LP BHLDR seeks investment opportunities within the non-market correlated space, including privately negotiated litigation related investments, claims in liquidating entities, and nonmarket correlated special opportunities, in each case, with a longer-term investment horizon. Investments can include asset-level purchases, common equity, preferred equity, private debt, and other instruments that BHLDR deems appropriate for the relevant advisory client’s mandate; such instruments may include, but are not limited to, financial asset purchases, stocks, bonds, bank debt, and claims in various self-liquidating and insolvency regimes. Method of Analysis Man Investment Partners (US) LP The Firm’s investment research and analysis begins with idea generation, a process which is highly collaborative. Analysts and portfolio managers source and evaluate ideas from company and sponsor contacts, proprietary research, sell-side analysts, industry experts, buy-side peers, news media, and other third-party sources as well as from professional colleagues. The Firm’s investment professionals generally meet every morning to discuss the macro environment, news related to the portfolio, contemplated investments, and new ideas. Portfolio managers and analysts from MLM also frequently attend these morning meetings, thereby allowing the Firm to leverage their unique and varied expertise. Typically, teams of one or more analysts work with portfolio managers to research each investment idea and existing positions in an iterative fact-finding process. Generally, extensive proprietary qualitative and quantitative analysis, legal due diligence, and information gathered from various internal MIP and third-party sources are all integral to the research process. Investment decisions are made on a bottom-up basis. Position sizes are determined in connection with risk limits obtained by using downside analyses based on internal estimates. The Firm takes an opportunistic and value-oriented approach to each new investment allocation, applying each applicable advisory client’s investment guidelines and the Firm’s portfolio construction techniques to size the positions appropriately. This bottom-up approach is supplemented by a top-down overlay, whereby portfolio managers seek to limit the risk of individual positions according to various shockdrawdown scenarios and take into account macroeconomic and market conditions during the portfolio construction process.

Man Investment (US) Loan Management LLC MLM’s investment approach is centered on a disciplined, fundamental credit underwriting process and continuous technical evaluation and engagement with the market and the wider set of investment opportunities. The investment process includes a rigorous evaluation of relevant documents, consideration of future catalysts, technical suitability within the relevant advisory client vehicles and broader market investment vehicles and consideration of the theses of all parties involved in a select opportunity. This process is augmented by an aggressive investment monitoring process, active trading of risk, transparent and collaborative sharing of information and continuous re-evaluation of our investment thesis. MLM utilizes its scale, resources, data analytics and proprietary investment process to identify and execute investment opportunities. Each of these opportunities is subject to MLM’s disciplined, fundamental underwriting protocols and a continuous assessment of overall market technicals. This process is further balanced by an informed macro judgment concerning broad investment themes and sector drivers. Finally, MLM focuses on relative value in asset selection, both within and among issuers’ capital structures, with an emphasis on the appropriate price, market liquidity, and timing for event catalysts. Bardin Hill Long Duration Recoveries Management LP BHLDR’s investment process has its foundation in a research paradigm and a dynamic approach to risk management that serves to put different types of positions within different strategies on equal footing for evaluation purposes. BHLDR builds the portfolios largely on a bottom-up basis, choosing to pursue privately negotiated litigation claims and other positions based on their absolute downside risk and their probabilistic relative attractiveness. Research includes extensive proprietary qualitative and quantitative analysis and legal due diligence and is supplemented by fundamental credit due diligence as well as reports from law firms, sell-side firms, independent analysts, and industry consultants. Risk of Loss MIP’s dedication to the rigorous management of risk within and across subsets of its portfolios is designed to identify and address effectively the sorts of risk inherent in the types of transactions in which MIP’s advisory clients participate. However, despite our risk management process, investing in any securities or other assets (e.g., bank debt) involves a risk of loss that our advisory clients and the investors therein must be prepared to bear. The following risk factors may not be applicable to all clients. Investments in an advisory client managed by MIP are speculative and involve a substantial degree of risk, including the risk that an investor could lose some or all of its investment therein. Prospective investors should carefully consider the risks of investing, which include, without limitation, those set forth below which are more fully described in the governing documents of the applicable advisory client. These risk factors include only those risks MIP believes to be

material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by MIP and do not purport to be a complete list or explanation of the risks involved in an investment in an advisory client advised by MIP. Examples of potential areas of risk associated with the types of investment strategies in which MIP’s advisory clients engage are as follows. Equity Securities Generally. MIP’s advisory clients engage in trading equity securities. Market prices of equity securities generally, and of certain companies’ equity securities more particularly, frequently are subject to greater volatility than prices of fixed-income securities. On numerous occasions in the past, market prices of equity securities as a group have dropped dramatically in a short period of time, and they may do so again in the future. As a result, MIP’s advisory clients may suffer losses if they invest in equity instruments of issuers whose performance diverges from MIP’s expectations or if equity markets generally move in a single direction and MIP’s advisory clients have not hedged against such a general move. In addition, actual and perceived accounting irregularities may cause dramatic price declines in the equity securities of companies reporting such irregularities or which are the subject of rumors of accounting irregularities. Purchasing Securities of Initial Public Offerings. MIP’s advisory clients may purchase or receive securities of companies involved in initial public offerings or shortly thereafter. Special risks associated with these securities may include a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the company, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some initial public offerings may make it more difficult for MIP advisory clients to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Small and Medium Capitalization Companies. MIP’s advisory clients may invest in companies with small to medium-sized market capitalizations. While MIP believes such securities or assets often provide significant potential for appreciation, the securities or

Read the rest in the brochure

All of our advisory clients are private investment funds or similar investment entities. MIP Funds directly or indirectly have a diverse group of investors, including pension funds, endowments, foundations, financial institutions, insurance companies, and funds of funds. MIP requires investors that are U.S. persons to be “accredited investors” and “qualified purchasers” or “knowledgeable employees” (as defined in applicable federal securities laws and regulations) and requires investors that are European Union (“EU”) persons to be “professional clients” within the meaning of EU Directive 2004/39/EC. Our Managed Account advisory clients are a variety of institutional investors as well as domestic and foreign private funds sponsored by unaffiliated institutions. MIP’s CLO advisory clients issue senior and subordinated notes pursuant to Regulation S or subject to Rule 144A resale transactions. Purchasers of notes must be either non-US persons, highly sophisticated (i.e., qualified institutional buyer) domestic investors or “knowledgeable employees” (as defined in applicable federal securities laws and regulations). The securities of the MIP Funds and CLOs are not registered under the Securities Act of 1933. In addition, such MIP Funds and CLOs are not registered under the 1940 Act and may or may not be continuously offered. Redemption rights with respect to each MIP Fund and CLO, to the extent applicable, are set forth in the offering memorandum for, or other governing documentation of, each such advisory client. Termination rights with respect to each Managed Account are set forth in the investment management agreement for each Managed Account. Investments in the MIP Funds and CLOs are subject to certain qualifications and a minimum investment requirement which under certain conditions may be waived as set forth in the relevant governing documents. Currently, MIP does not have a pre-determined account minimum for Managed Accounts.

MIP generally receives performance-based compensation from all of the MIP Funds (including with respect to certain series of interests therein) and Managed Accounts. MIP also receives performance-based compensation from certain CLO advisory clients. This side-by-side management of accounts with different compensation structures creates a potential conflict in that MIP may be incentivized to allocate investment opportunities to the advisory clients that are subject to the performance compensation. Generally, MIP addresses these conflicts of interest through the adoption of policies and procedures that are designed to mitigate such conflicts of interest and ensure compliance with appliable law, including by way of an investment allocation policy which is designed to ensure accounts are treated fairly and equitably over time regardless of the types of fees or fee rates paid.

Neither MIP, nor any of its management persons, is registered as a broker-dealer and does not have any application pending to register with the SEC as a broker-dealer. MIP’s affiliate, Man Investments Inc. ("MII”), is a limited purpose broker-dealer registered with the SEC and a member of Financial Industry Regulatory Authority, Inc. ("FINRA"). MII acts as solicitor, selling agent and/or investor servicing agent for certain MIP Funds, CLOs and Managed Accounts for which it may be compensated as agreed between MIP and MII. Neither MIP, nor any of its management persons, is registered as a commodity pool operator or commodity trading adviser with the Commodity Futures Trading Commission nor is it a member of the National Futures Association. Affiliates directly involved in the Firm’s business are generally investment advisory entities or the general partners (or similar entities) with respect to such investment advisory entities and the MIP Funds which we manage. The investment advisory entities described in the foregoing sentence are listed in Item 4 of this Brochure and the entities described in the foregoing sentence which act as general partners (or the equivalent) of MIP Funds are: Man Investment (US) Fund GP LLC, Man Investment (US) Opportunistic Credit Fund II GP LLC, Man Investment (US) CN GP LLC, HLDR GP LLC and Man Investment (US) Vallée Blanche GP LLC. In addition, the Firm is affiliated and under common ownership with the following entities: New York: GLG LLC, an investment adviser registered with the SEC and a commodity pool operator registered with the CFTC and a member of the NFA; Man Investments Inc., a limited purpose broker dealer registered with the SEC and member of FINRA which provides marketing and placement agent services to affiliated entities, including the Firm; Man Solutions LLC, an investment adviser registered with the SEC and a commodity pool

operator and commodity trading advisor registered with the CFTC and a member of the NFA; Man Capital Management LLC, an investment adviser registered with the SEC; Man Global Private Markets (USA) Inc., an investment adviser registered with the SEC; and, Varagon Capital Partners, L.P. and VCC Advisors, LLC, both investment advisers registered with the SEC with offices additionally in Chicago, IL, and Wellesley, MA. The Firm shares office space with GLG LLC, Man Capital Management LLC and Man Investments Inc. Boston: Numeric Investors LLC, based in Boston, MA, with an office in New York, NY, which is an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA. London: AHL Partners LLP, an investment adviser registered with the SEC, a commodity pool operator and commodity pool trading advisor registered with the CFTC and a member of the NFA; Man Solutions Limited, an investment adviser registered with the SEC, a commodity pool operator registered with the CFTC and a member of the NFA; GLG Partners LP, an investment adviser registered with the SEC and a commodity pool operator registered with the CFTC and a member of the NFA; and, Man Global Private Markets UK Ltd., an investment adviser registered with the SEC; all of which are authorized and regulated in the UK by the Financial Conduct Authority. Cayman Islands: Man Asset Management (Cayman) Limited, a manager regulated by the Cayman Islands Monetary Authority. Sydney: Man Investments Australia Limited, an investment adviser registered with the SEC and licensed by the Australian Securities and Investments Commission based in Australia. We manage various MIP Funds, Managed Accounts, and CLOs. Our professionals participate in managing the portfolios of more than one advisory client and often work simultaneously for the Firm and one or more of its affiliated management companies. As a result, these professionals do not devote their exclusive attention to any single management company or advisory client. Additionally, each of the advisory clients covered by our investment professionals has investment objectives, programs, strategies and positions that are similar or dissimilar to, or may conflict with those of, the other advisory clients covered by our investment professionals. MIP or its affiliates may, in their discretion, make investment recommendations and decisions for one advisory client that are the same as or different from those made by MIP or its affiliates with respect to any other advisory client. MIP and its affiliates may also provide services other than investment advisory services. Advisory clients should expect to receive no benefit from the fees or profits derived from such services. Additionally, from time to time, MIP may provide investment management services to certain investment vehicles in which the invested capital is exclusively or predominantly seed capital received from affiliates of the Firm; such arrangements may persist over a long period of time.

MIP or its affiliates may have relationships, render services to, or engage in transactions with issuers of obligations that are eligible investments for advisory clients. By reason of the various activities of MIP or its affiliates, the investment activities of one or more of MIP’s advisory clients could result in the imposition of restrictions on the flexibility of other advisory clients. Specifically, we may acquire confidential or material, non-public information and can become restricted from effecting transactions that otherwise would have been initiated. Likewise, there may be circumstances where MIP declines to receive private information which it might have otherwise received, in order to be able to make purchases and sales of securities. Additionally, there may be circumstances in which one or more MIP employees will be precluded from providing services to advisory clients because of certain confidential information available to those individuals or due to contractual obligations such as “lock ups.” MIP’s investment management, trading and operations functions and those of the rest of Man’s non-private credit business are generally autonomous and operate separately from each other. This arrangement is intended to limit the dissemination of material non-public information and to permit the investment management, trading and operations functions of each firm to operate without regard to or interference from the other. If MIP were to share information with, or receive information from, the rest of Man in connection with prospective or existing investments in the private market, appropriate controls are implemented with respect to the exchange of such information in order to limit potential conflicts of interest and to ensure that the sharing of such information does not violate the Man’s internal information barrier policy or contravene applicable law or regulation. MIP has adopted policies and procedures with respect to the containment and the use of confidential information. MIP’s advisory clients may compete for investment opportunities or otherwise pursue different interests within the same portfolio companies, including investing in securities of the same companies with different seniority, participating in litigation, or pursuing activist tactics. In addition, such advisory clients may invest in companies that compete with, or have interests that are adverse to the interests of, the companies in a another advisory client’s portfolio. MIP’s advisory clients may make and/or hold an investment in an issuer’s securities or other instruments that may be pari passu, senior or junior in ranking to an investment in such issuer’s securities or other instruments made and/or held by another advisory client. Investment in different tranches of an issuer’s capital structure (or in the same tranche of an issuer’s capital structure), in each case, by different advisory clients may present a conflict of interest if the issuer becomes insolvent, suffers financial distress or is subject to an extraordinary transaction, such as a merger. MIP has implemented investment screening procedures which aim to minimize these potential conflicts and will seek to manage any such potential conflicts in a manner that is fair and equitable to all advisory clients on an overall basis. The resolution of potential conflicts may result in certain advisory clients receiving less beneficial treatment than if they were MIP’s only clients. Certain of MIP’s advisory clients may take positions that are adverse to other advisory clients, including with respect to litigation or corporate governance issues affecting positions in which more than one advisory client managed by MIP is invested.

In the course of conducting due diligence, current or prospective advisory clients may request information pertaining to investments, portfolios managed by MIP, or a particular strategy. MIP may respond to such requests in its discretion and provide a response containing information which is not generally made available to other advisory clients. When MIP chooses to provide this requested information, it does so without an obligation to provide it to other advisory clients or to correct or update any such information. Allocation conflicts could arise as a result of our management of multiple advisory client accounts and investment activities undertaken by investment managers within MIP for their respective advisory clients. Where our advisory clients have different performance compensation provisions but pursue the same or similar strategies or subsets of strategies, MIP could arguably have an interest in favoring advisory clients that are most likely to pay the highest compensation. The potential to earn performance-based compensation could also provide an incentive to invest advisory client assets in an aggressive or speculative manner, but we believe our disciplined approach to portfolio construction and risk management seeks to minimize this potential conflict. Performance compensation for some advisory clients is based in part on unrealized gains and losses. An affiliate of MIP acts as the general partner of each MIP Fund structured as a limited partnership, including master funds, and in such capacity, controls the relevant MIP Fund. None of the compensation, liquidity, or other terms of the commingled MIP Funds are negotiated at arm’s length. However, MIP discloses to prospective investors the terms of its fees and performance-based compensation, as well as the other terms of an investment, in detail, in the Private Placement Memorandum or other governing documentation relating to each commingled MIP Fund, and, in the case of commingled MIP Funds, the investors may negotiate special terms through side letters. In addition to utilizing master-feeder structures for certain MIP Funds, we may pursue specialized investment strategies or opportunities for multiple advisory clients through dedicated investment subsidiaries managed or advised by MIP to facilitate co-investment. To the extent MIP or its affiliates receive any compensation from any such subsidiaries, the fees and performance compensation payable to MIP and our affiliates by our advisory clients will be reduced in the same amounts. The advisory clients participating in any coinvestment vehicles may have different tax or other characteristics, potentially subjecting MIP to a conflict of interest in utilizing co-investment vehicles. MIP often aggregates bank debt or other investments to be purchased by one of our advisory clients with bank debt or other investments to be purchased by other advisory clients managed by MIP. Specifically, a single advisory client or subsidiary thereof purchases bank debt or other investments and enters into participation agreements or other similar arrangements with other advisory clients, allowing them to participate in the economic performance of the bank debt or other investments without actually owning the bank debt or other investments directly. MIP faces a theoretical conflict of interest in pricing these participations and typically uses the price paid by the issuing advisory client. Under the terms of participation arrangements, one or more advisory clients can be required to make future payments to another advisory client. If any other fund or account were to default on its respective obligations to the issuing advisory client, that advisory client could

Read the rest in the brochure

Personal Trading A.

MIP strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. Accordingly, MIP has adopted a Global Code of Ethics (the “Code”) that is supplemented by additional policies and procedures that are designed to reinforce its institutional integrity, and to set forth procedures and limitations which govern, amongst other matters, the personal securities transactions of its employees. The Code was developed to promote the highest standards of behavior and to ensure compliance with all applicable regulations. The Code applies to all employees of MIP. that, among other things: 

The Code contains policies and procedures

Require employees to observe fiduciary duties owed to advisory clients;



Prohibit employees from taking personal advantage of opportunities belonging to advisory clients;



Prohibit trading on the basis of material, non-public information;



Place limitations on personal trading by employees and impose preclearance and reporting obligations with respect to such trading (with the exception of certain security types);



Require employees to comply with anti-money laundering requirements;



Impose limitations on the giving or receiving of gifts and entertainment;



Restrict employees' outside business activities;



Require employees to disclose family members’ business activities that may present a conflict;



Require pre-clearance of political contributions; and



Prohibit disclosure by employees of confidential information of MIP and its advisory clients.

Employee personal trades in securities covered by the Code are monitored by the Chief Compliance Officer or a designee and governed by the procedures set forth in the Code. Such employees may from time to time have proprietary investments in which advisory clients advised by MIP also take a position, may trade and invest simultaneously with such advisory clients, and may take investment positions that are different from or opposite to the positions taken for such advisory clients. In general, all personal securities transactions (except for unaffiliated US open-ended mutual funds, US Treasury securities, or other permitted investments listed in the Code) are subject to pre-clearance by Compliance. A copy of MIP's Code is available to advisory clients, prospective advisory clients and investors and prospective investors therein upon request by contacting compus@man.com. Furthermore, MIP has adopted procedures to prevent and detect misuse of material, nonpublic information. Specifically, MIP's procedures prohibit any employee from trading in securities, either personally or on behalf of others (such as advisory clients advised or sub-advised by MIP), while in possession of material, non-public information, and prohibit employees from communicating material, non-public information to others in violation of the law. From time to time as part of its business activities or otherwise, MIP or its affiliates may come into possession of material, non-public information concerning specific issuers. Under applicable laws and MIP policies and procedures, this may limit MIP's flexibility to buy or sell securities of such issuers, or other financial instruments linked to such issuers.

Further, there may be instances when MIP declines to access the non-public information with respect to an issuer or borrower in order to facilitate its portfolio management activity. Therefore, there may be instances where we are trading leveraged loans with counterparties in possession of non-public information while we have elected not to access such information. MIP is subject to Man's Global Banned Weapons Policy, which is designed to ensure compliance with a number of conventions and relevant laws that have been implemented globally to ban the manufacture, supply and distribution of anti-personnel landmines, cluster munitions, biological weapons, chemical weapons, blinding laser weapons and nondetectable fragments. This may limit MIP’s flexibility to buy or sell securities of issuers that, among a range of other activities, are involved in banned weapons for its clients. Related persons and personnel of MIP and its affiliates (the “Advisory Affiliates”) may invest in or have a financial interest in some but not all advisory clients that are advised by MIP. It is expected that the size of these investments or the financial interest will change over time. Advisory Affiliates’ investments in the MIP Funds typically are not subject to management fees or performance compensation but are subject to all other expenses of the relevant MIP Fund and the same liquidity terms as other investors. Advisory Affiliates have also invested (directly and indirectly) in subordinated notes issued by MIP’s CLOs. These notes have limited voting rights. The fees payable by the relevant CLO to MIP are not reduced as a result of any investment made by Advisory Affiliates; however, MIP typically rebates fees it receives which are indirectly attributable to such Advisory Affiliate investments so that they do not effectively bear MIP’s fees. Potential conflicts may arise due to the fact that the Advisory Affiliates may have investments or financial interests in certain advisory clients but not in others or may have different levels of investments or financial interests therein. In addition, certain Advisory Affiliates may from time to time make personal investments in securities or financial instruments which may be appropriate for, may be held by, or may fall within advisory client investment guidelines. Such Advisory Affiliates may buy, sell, or hold securities or other financial instruments for their own accounts while entering into different investment decisions for one or more advisory clients. These activities may adversely affect the prices and availability of securities or financial instruments held by or potentially considered for one or more advisory clients. From time to time, MIP or Advisory Affiliates may form and manage additional pooled investment vehicles and advise other client accounts with similar or different investment strategies as the advisory clients currently advised by MIP. It may be appropriate for more than one advisory client advised by MIP to trade in the same securities at the same time. MIP has policies and procedures regarding such trades. B.

We may effectuate cross transactions between two advisory clients directly or indirectly using a counterparty as broker or, to a lesser extent, on a principal basis between the advisory client and a principal account. In effectuating cross transactions, our interests could conflict with those of the advisory client. Further, by not exposing the transaction to market forces, an advisory client may not receive the best price otherwise possible or MIP

may have an incentive to sell underperforming assets to another advisory client to earn fees. For example, we may arrange for one advisory client, which is liquidating, to sell all or part of its portfolio to another advisory client, which might be ramping up its investment portfolio. MIP has adopted policies and procedures designed to address the conflicts which may arise in the context of cross trades. Generally, such trades will be effectuated at market value, or in the absence of readily ascertainable market value, at “fair value,” as reasonably determined by MIP in accordance with its relevant policies and procedures. MIP receives no fee or compensation in connection with such activity and seeks to comply with the requirements of the Advisers Act or other applicable law for cross trades. To the extent that a cross transaction is viewed as a principal transaction, the Firm will comply with the applicable requirements of Section 206(3) of the Advisers Act. The Firm will notify the applicable advisory client (or an independent representative or representative body of the advisory client) in writing of the principal transaction and obtain the advisory client’s consent (or the consent of an independent representative or representative body of the advisory client). Additionally, from time to time, certain advisory clients managed by MIP or its affiliates may invest in MIP Funds or other investment vehicles managed by MIP or its affiliates, including in some instances as “seed” capital producing a track record for these funds, provided that no additional compensation is payable to MIP or any of our affiliates in connection with these investments unless permitted by the governing documents of the relevant advisory clients. In addition, as described above, Advisory Affiliates invest in some MIP Funds and, directly or indirectly, in the securities issued by the CLOs. These investments could theoretically pose a conflict of interest with our other advisory clients because Advisory Affiliates (specifically, MIP personnel) may be motivated to allocate time, attention, and/or investment opportunities to the investment vehicles in which they invest at the expense of other advisory clients. MIP has adopted written policies and procedures governing the allocation of investment opportunities among advisory clients in a fair and equitable manner. C.

As described in Item 11(A) above, MIP has a comprehensive set of procedures in place to address potential conflicts that may arise between Employees and advisory clients when investing in the same securities or instruments and to align incentives properly.

D.

See Item 11(A) above for details on MIP policies with respect to personal trades. Neither the discussion in this Item 11 nor the discussion in Item 10 necessarily describe all of the conflicts that may be faced by an advisory client. Other conflicts may be disclosed throughout this Brochure and the Brochure should be read in its entirety for other conflicts.

In selecting broker-dealers and determining the reasonableness of their commissions for our advisory clients’ transactions, MIP takes into account a number of factors, including the following: ability to secure future investment opportunities; quality and reliability of brokerage services; commissions or other fees for executing the orders; price; the broker’s or dealer’s facilities; financial responsibility; the ability of the broker or dealer to effect

transactions, particularly with regard to aspects such as timing, order size, and execution of orders; and the research and other investment-related services provided by the broker or dealer to MIP in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended (or in the case of certain instruments for which the “safe harbor” is not available, MIP will evaluate the amount of spread charged in relation to the value of the research and other brokerage services provided) to enhance its general portfolio management capabilities, notwithstanding the fact that specific advisory clients may not be direct or exclusive beneficiaries of these services. MIP executes trades for advisory clients with broker-dealers with which MIP has other business relationships, including prime brokerage, credit relationships, and capital introduction relationships and investment relationships whereby affiliates of the broker-dealers invest in our advisory clients. We do not take advisory client or investor referrals into account in selecting broker-dealers. MIP does not utilize “soft dollar” commissions to purchase third-party research and other services. We do, however, consider a broker-dealer’s proprietary research in selecting broker-dealers and determining the commission rates. Accordingly, MIP may cause an advisory client to pay a commission for effecting a transaction for the advisory client in excess of the amount another broker or dealer would have charged for effecting that transaction where it determines in good faith that this commission is reasonable in relation to the value of the brokerage and/or research services the broker or dealer provides to MIP. MIP does not put a specific dollar value on the research or brokerage services of any broker or dealer and does not allocate the relative costs or benefits of research because MIP believes that the research received is, in the aggregate, of assistance in fulfilling MIP’s overall responsibilities to its advisory clients. MIP has a Broker Review Committee that meets quarterly to address our obligation to seek best execution in trading activities for the benefit of all advisory clients. The MIP Broker Review Committee, the members of which include various Employees, reviews internally generated records and externally prepared reports bearing on the selection of brokerdealers. The research services that broker-dealers might provide include written information and analyses concerning specific investments, companies, or sectors; market, financial, and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. In some cases, research services that are generated by third parties may be provided by or through the brokerage firm to which commissions are paid. Using advisory client transactions to obtain research and other benefits which MIP does not have to buy or produce on its own may create incentives that could result in conflicts of interest. When MIP uses advisory client markups or markdowns to obtain research products and services, it receives a benefit because it does not have to produce or pay for the research products and services. The availability of these benefits creates the potential that we might be influenced to select one broker-dealer rather than another to perform services for advisory clients based on our interest in receiving the products and services rather than on our advisory clients’ interest in receiving the best execution prices. Obtaining these benefits may cause our advisory clients to pay higher fees than those charged by other broker34

dealers. To mitigate risks of conflicts of interest, MIP does not permit advisory clients to direct us to execute transactions through a specified broker-dealer. Trade Aggregation and Allocation MIP has adopted comprehensive policies regarding trade aggregation and allocations of investments. Where appropriate, transactions for our advisory clients and, in certain circumstances the advisory clients of MIP affiliates, are aggregated for execution purposes, so long as MIP determines in good faith that aggregation is likely to result in relatively better prices, lower commission expenses, beneficial transaction timing, or a combination of these and other factors, provided that MIP is not required to aggregate any trades. If purchases or sales of assets for multiple advisory clients are affected simultaneously, and to the extent aggregate transactions are executed at slightly different prices, the average transaction price is used instead. Advisory clients are allocated investment opportunities suitable in light of their respective investment mandate, investment restrictions and guidelines (if any), available capital, and other relevant factors pursuant to MIP’s allocation policy. The Firm and its affiliated management companies, in their discretion, make investment decisions with respect to each advisory client that may be the same as or different from those made for other advisory clients. MIP’s allocation policy requires us to act fairly and equitably over time in allocating limited investment (and divestment) opportunities that may be suitable for multiple advisory clients and to ensure that no advisory client is intentionally or systematically favored at the expense of other advisory clients, including as a result of better compensation arrangements or the level of proprietary capital invested in an advisory client. MIP determines trade allocation prior to execution and, in the absence of other considerations, generally allocates each trade pro rata among all advisory clients for which such trade is appropriate on the basis of the monthly opening capital balance, which is adjusted daily to incorporate relevant pricing and other information, of each participating advisory client (factoring in redemptions, subscriptions and unused capital commitments, as applicable). MIP makes non-pro rata allocations in light of a variety of relevant factors affecting advisory client accounts, including account liquidity (including an account’s cash availability, other liquidity obligations in light of investor redemptions, commitments to other investments, and availability of leverage); written investment restrictions contained in applicable investment management or other relevant operating agreements; investment strategies and time horizons; applicable legal and regulatory restrictions, including whether or not an account is deemed to be “plan assets” under ERISA; risk tolerance; advisory client approval (in the case of advisory clients that retain a degree of investment discretion); tax considerations; applicable limitations on credit, clearing, and custody; rounding to multiples of trading lot sizes or the avoidance of creating odd-lots; adjustments for accounts in ramp-up or wind-down phases, based on one or more criteria, including the expected or target account size (e.g., MIP may allocate investments to a closed-end vehicle after its initial close using a good faith assessment of assets to be included in the vehicle upon subsequent closes), anticipated opportunities to acquire or sell an investment, or anticipated subscriptions or redemptions; priority afforded to the advisory clients of the management company generating the investment idea; and extraordinary corporate actions or corporate events impacting a proposed allocation. To the extent any MIP advisory clients participate

in the same investment, they can do so through the same operating subsidiary. At MIP’s discretion and subject to applicable law, advisory clients’ portfolios may be rebalanced from time to time to reflect capital changes. Prior to making any bank loan trade, in addition to the factors listed above, MIP may consider specific loan parameters when determining allocation for each advisory client, including, but not limited to, minimum denominations and bank debt fees, and may conduct trade testing prior to the trade in order to determine a permissible and appropriate allocation for each advisory client. Trade tests may involve a review of a variety of applicable factors such as constraints on product types, currency, maturity limits, ratings, positional limits, and geographic or industry considerations and are typically performed prior to contacting the agent bank and again on the trade date to confirm account eligibility. In general, in determining whether a position is suitable for an advisory client account, MIP’s portfolio managers and bank loan traders consider appropriate adjustments for ramping vehicles, the term of relevant investment vehicles, advisory client accounts which may be failing or at risk of failing one or more trade tests, liquidity concerns of various accounts, and other factors as appropriate. MIP seeks to avoid allocations that would result in odd lots or positions less than standard incremental amounts or minimum assignments, which could be difficult to liquidate. Trade Errors In the event that MIP experiences an error with respect to trades it made on behalf of advisory clients, a formalized process is in place for the resolution of such errors. MIP will seek to correct such error in accordance with its policies and procedures. If MIP, in its sole discretion, determines that an advisory client should be reimbursed as a result of a trade error caused by MIP, interest will generally not be paid on such losses.

A. Neither MIP nor any Employee receives any economic benefit from non-clients for providing advisory services to our advisory clients. B. From time to time, the Firm and/or its affiliates may utilize third-party placement agents or solicitors that receive compensation, which may be borne either by the Firm or its affiliates or by the investor or client, for referring the client to the Firm or investors to the Funds. Compensation may be in the form of a percentage of management fees or performance fees, a flat fee or as otherwise agreed. The Firm or its affiliates may benefit from the arrangements where clients are referred directly to it and/or investors are referred directly to a Fund, since the management fees are generally based upon a percentage of such client's assets under management. Thus, the more assets the Firm or its affiliates has under management, the higher the management fee income. If applicable, any such arrangement with a third-party solicitor will comply with the Advisers Act. MII, a U.S. based affiliate of the Firm, acts as a solicitor for managed accounts and the selling agent and/or investor servicing agent for certain advisory clients. MIP may pay a portion of its fees to MII for its services. MII generally receives a percentage of an advisory client’s management fee to act as selling agent and or investor servicing agent. In addition, MII has entered into agreements with other broker-dealers and certain financial advisers to solicit interests in certain advisory clients and/or to provide ongoing investor services and account maintenance services to investors. Each such broker-dealer and financial adviser generally receives compensation based on the aggregate value of outstanding interests held by investors that receive services from such persons, fixed amounts or other agreed upon compensation. Such compensation generally will be paid by MII from the fees that it receives from an advisory client or MIP. In addition, MIP has entered into an agreement with its affiliate, Man Investments AG (“MIAG”), an entity based in Switzerland that is registered with the Swiss Financial Market Supervisory Authority, to market MIP’s services in jurisdictions outside of the U.S. and Canada. Certain advisory clients may also enter into a distribution agreement directly with MIAG to sell interests therein to non-U.S. persons. MIAG may contract with other affiliates to market MIP’s services and sell advisory client interests in jurisdictions outside of the U.S and Canada. In addition, certain MIP Funds are currently offered through platforms sponsored by unaffiliated financial institutions. These arrangements may provide for direct compensation payable by MIP to platform arrangers and/or variations in compensation

payable to MIP or its affiliates by platform investors in these MIP Funds. Certain Managed Accounts are subject to additional compensation payable by investors in these Managed Accounts to an unaffiliated institutional sponsor of the relevant Managed Accounts. An unaffiliated trustee engages services of investment banks that act as underwriters and in some instances, placement agents, in connection with the offering of notes by the CLOs. Save with respect to any fees which may be built into the purchase price of CLO instruments purchased by any Advisory Affiliate, none of MIP or its related persons directly or indirectly compensates investment banks in connection with their underwriting or placement agent services.

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

MIP has adopted policies regarding, and has formed committees responsible for, the review of its advisory clients’ portfolios. In particular, risk management has always been a critical element of MIP’s investment process. In constructing portfolios, the portfolio managers of the relevant MIP entity apply both bottom-up and top-down considerations, limiting risk of individual positions according to various shock-drawdown scenarios and taking into account macroeconomic and market conditions. Portfolios are hedged at the position level as well as the portfolio level. Exposure to equity and credit markets, commodity markets, currency, and sector risk are considered in this context. Equity market-based hedges are typically largely out-of-the money, the purpose being to purchase effective “drawdown insurance” at a reasonable cost. The Risk Oversight Committees of each of the Firm and MLM oversee MIP’s risk management processes. This process starts with a rigorous bottom-up, position-based risk analysis. Specifically, on a continual, as-needed basis, and at least monthly, each research analyst provides input on the positions for which the analyst is responsible so that the Risk Oversight Committees (or its designees) can independently evaluate the shock-drawdown risk associated with each position. To the extent the Risk Oversight Committees disagree

with the research analyst with respect to downside scenarios, the research analyst must provide support to justify the position. These findings are communicated to the relevant portfolio managers. This bottom-up process is supplemented by a top-down overlay. The Risk Oversight Committees meet formally on a weekly basis to consider macro-level economic and market trends and to assess the advisory client portfolios, focusing on managing risk in a manner consistent with the governing documentation of each advisory client account. At these weekly meetings, the Risk Oversight Committees, with the assistance of other relevant MIP personnel, review and may adjust limits to position size, industry exposure, commodity risk, systemic risks and other concentrations and assess portfolio-level and position-level hedges. The Risk Oversight Committees also consider the strategy mix and the largest risks among the holdings, taking into account macro-economic conditions, the regulatory framework, the geopolitical climate, secular risks and the potential for companies and/or specific industries to implode. The MLM Risk Oversight Committee also conducts a rigorous analysis of the vehicles on a continual, as needed basis in addition to regularly scheduled meetings. The MLM Risk Oversight Committee has a four-pronged approach which considers portfolio construction, portfolio maintenance, portfolio performance, and scenario analysis (i.e., stress testing). The portfolio construction component includes consideration of ratings and facility sizes. The portfolio maintenance component is a two-step process requiring notifications of certain events and triggered meetings of the MLM Risk Oversight Committee for others. On a monthly basis, the portfolio performance analysis considers CLO defined metrics, as well as relative performance and trend data. Finally, scenario analysis is conducted, stressing portfolios for downgrades and price declines. The Firm’s Risk Oversight Committee oversees risk management for all BHLDR positions and portfolios. Members of the Risk Oversight Committee review limits to position size, industry and sector exposure and other risk/reward metrics for these positions. The Risk Oversight Committee also considers the more significant risks among these investments, taking into account macroeconomic conditions, the regulatory framework and the political climate. MIP’s Investment Committees consist of portfolio managers and investment analysts. The Investment Committees review relevant advisory clients’ investments on a regular basis and make recommendations on behalf of each portfolio. B.

Reports are provided regularly to investors in the MIP Funds. Generally, on a monthly or quarterly basis, as applicable, MIP or the administrator to the MIP Funds provides to all investors in these funds statements with figures including the opening capital account balance or net asset value, performance and an ending capital balance or net asset value. For such funds, MIP may also prepare a quarterly commentary which discusses the fund’s portfolio and performance. This commentary may include additional portfolio information. Additionally, annually, investors in MIP Funds receive financial statements that have been audited by an independent certified public accountant.

Pursuant to the indenture governing the notes issued by the CLOs, the trustee is required to make certain monthly and other periodic reports regarding the collateral. However, some CLOs do not provide annual reports. MIP assists the trustee in preparing periodic reports as required by the indenture and the collateral management agreement between us and the relevant CLO. MIP provides its Managed Account advisory clients and single investor MIP Funds with financial and other information as may be agreed with respect to each of these advisory clients. Single investor MIP Funds are also subject to an annual audit.

Due to MIP’s access to advisory client funds and securities as general partner or manager of the MIP Funds as well as our authority to deduct fees and other expenses from these advisory client accounts, we are deemed to have constructive custody of their funds and securities within the meaning of Rule 206(4)-2 of the Advisers Act, as amended. MIP utilizes the services of unrelated financial institutions or other qualified custodians (as defined in Rule 206(4)-2) to hold all funds and securities of the MIP Funds, with the exception of certain privately offered securities, as permitted by Rule 206(4)-2. We require that the qualified custodian maintains these funds and securities in accounts that contain only these advisory clients’ funds and securities, under our name as agent or trustee for the relevant MIP Fund. We also comply with the requirements of Rule 206(4)-2 with respect to the annual audit (performed in accordance with generally accepted accounting principles by an independent public accounting firm) and the distribution of audited financial statements to investors in the MIP Funds within 120 days of the end of their respective fiscal years. Neither MIP nor its affiliates have actual or constructive custody of any CLOs’ or Managed Accounts’ securities or funds, with the exception of certain privately offered securities, as permitted by Rule 206(4)-2. Each CLO and Managed Account establishes accounts with its own qualified custodian and receives account statements directly from the qualified custodian. Neither MIP nor any of our affiliates have authority to deduct fees or other amounts from these advisory clients. We urge investors in our advisory clients to carefully review the statements they receive from their qualified custodians and compare them with the periodic reports we issue.

Scope of Authority MIP accepts discretionary authority to manage advisory clients’ assets, except as may be otherwise agreed with respect to certain Managed Accounts. We have the authority to determine, without obtaining specific advisory client consent, which securities, other investments, and collateral assets to buy or sell, the amount of securities, other investments, and collateral assets to buy or sell, the price at which a security, investment, or collateral

asset is purchased or sold, the broker or dealer through which we effect trades, if any, and the commission rates at which we effect trades. While we have been given this broad authority, MIP is committed to adhering to the investment strategy and program set forth in the relevant Private Placement Memorandum, CLO’s offering circular, and/or other operating agreements of each MIP Fund. MIP’s discretion over the Managed Accounts and single investor MIP Funds is generally limited by investment guidelines negotiated with each of these advisory clients. Investment guidelines may also include legal and regulatory restrictions in light of the nature of the relevant advisory client. MIP has processes and procedures in place to verify that it is complying with advisory client-imposed restrictions and adhering to each advisory client’s investment strategy and objectives. With respect to certain MIP non-discretionary advisory clients, MIP provides ongoing investment recommendation and advice and has discretionary authority to execute any transactions subject to prior advisory client approval of the investment name and size. Procedures for Assuming Authority Before accepting their subscriptions for interests, we provide all investors in the commingled MIP Funds with a Private Placement Memorandum and/or governing documents that set forth, in detail, our investment strategy and program and the terms of investment for investors, including the scope of our investment authority. By completing the subscription documents to acquire an interest in a commingled MIP Fund and/or executing the operating agreement for a single investor MIP Fund, each investor consents to the terms and conditions in the operating agreements that give MIP complete authority to manage MIP Funds’ investments in accordance with the Private Placement Memorandum and/or the operating agreements. Prior to providing investment advice to our Managed Accounts, we typically require each advisory client to appoint us as discretionary agent and attorney-in-fact of each portfolio that we manage for them. This gives us complete discretionary authority to buy and sell any securities and other instruments in the amounts and at the prices that we determine. With respect to some Managed Accounts, our investment authority may be subject to advisory client approval to a certain degree and non-discretionary. The prospectus and other governing documents of each CLO set forth, in detail, the investment strategy, portfolio limitations, and the terms of the notes, including the scope of our investment authority. The collateral management agreements of the CLOs contain provisions relating to our investment authority. The note holders purchase notes subject to the terms and conditions in the governing documents that give us complete authority to manage CLOs’ collateral.

Proxy Voting Policy MIP’s policy is to review each proxy or information statement on an individual basis and to base its voting or consent decision on its judgment about what will best serve the interests of its advisory clients. In determining how or whether to vote proxies or provide consents,

MIP will not subordinate the economic interests of its advisory clients to the interests of other persons or to MIP’s self-interest. Decisions will be made by relevant portfolio managers and based on the financial interest of each advisory client in light of the specific applicable investment strategy. Each proxy proposal will be considered on its own merits, and an independent determination will be made whether to support or oppose management’s position. Additionally, in certain circumstances, MIP may determine that it is in the best interests of its advisory clients not to vote or consent or that a vote or consent is not required, for example, where the advisory clients’ holdings are de minimis, when the proxy vote covers only routine corporate business, or where the advisory clients’ positions were liquidated between the record date and the vote deadline. To implement our proxy voting policy, MIP’s Operations Manager or their designee notifies relevant research analysts of pending corporate actions involving the advisory client portfolios. The research analyst assigned to the transaction or investment consults with a member of the relevant Investment Committee, which is responsible for the ultimate determination regarding the proper vote or consent, and with the Chief Compliance Officer in the case where a conflict may exist. If in reviewing the corporate action, the Chief Compliance Officer (in consultation with the relevant Investment Committee or others) determines that a material conflict may exist between MIP’s interests and those of its advisory clients, the Chief Compliance Officer will inform the MIP Conflicts Committee of such potential material conflict. Such Conflicts Committee will evaluate the potential or actual conflict and, in consultation with the member of the relevant Investment Committee, will determine if a material conflict of interest exists, and if so will determine the appropriate course of action to resolve the conflict in the interests of its advisory clients. If a conflict cannot be resolved, the affected advisory clients will be informed of the conflict and explicit voting instructions will be solicited. If no material conflict exists, or upon resolution of a conflict, a member of the relevant Investment Committee will, in accordance with MIP’s fiduciary duties, make a determination as to how to vote the proxy and communicate the decision to the research analyst. The research analyst will then communicate the decision by the member of the relevant Investment Committee to the Operations Manager, typically prior to the close of business on the day prior to the vote deadline. The Operations Manager usually transmits the proxy vote or consent via www.proxyedge.com or www.proxyvote.com and will receive confirmation of the vote or consent from the applicable website. Upon receipt of this confirmation, the Operations Manager will provide the Chief Compliance Officer or their designee with a copy of the completed proxy ballot confirmation and instruction by the research analyst. The Chief Compliance Officer or their designee retains this information for at least the period required under applicable law. In the event MIP votes a private amendment to a loan agreement, it will do so in accordance with MIP’s written policies, which generally require the Operations Manager to follow the voting instructions given by the relevant portfolio managers or other investment professionals, or, in the absence of such instructions, the Operations Manager will follow the guidelines set forth in MIP’s policies. Recordkeeping

MIP maintains the following records relating to proxy voting: copies of our proxy voting policies and procedures and any amendments; proxy statements received for advisory client securities and other assets; records of proxy votes cast on behalf of our advisory clients; records of written requests from advisory clients and investors therein for proxy voting information and our written responses to any written or oral requests; and any documents that our Employees prepared that were material to deciding how to vote proxies or that memorialize the basis for a proxy vote. Upon request, any of our advisory clients or any of the investors in our advisory clients can obtain (1) a copy of our proxy voting policies and procedures and (2) information concerning proxy votes on its behalf. MIP maintains records of votes cast in connection with private amendments to loan agreements in the same manner as proxy votes.

The Firm is not required to include a balance sheet for its most recent fiscal year, 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 ten years.