Man Investment Partners (US) LP: investment adviser

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.

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.

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.

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

other instruments of certain companies, particularly smaller-capitalization companies, involve higher risks in some respects than do investments in securities or other instruments of larger companies. For example, prices of small-capitalization and even mediumcapitalization securities or other instruments are often more volatile than prices of largecapitalization securities or other instruments, and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in the securities or other instruments of some small-capitalization companies, an investment in those companies may be illiquid. Non-Investment-Grade Investments. Our strategies at times call for us to invest in issuers experiencing financial distress or stress and other high yield investments that are rated below investment grade or are unrated. With meaningful balance sheet leverage, operational and/or business risk, our advisory clients’ credit investments may be unsecured or subordinated. As a consequence of the nature of our strategies and our advisory clients’ investments, there is a risk that MIP’s advisory clients may lose some or all of the cost of many investments that are made. Our strategies and the success of our advisory clients depend upon our ability to gather all relevant information about each investment and to assess it accurately, not only at the time of investment but through the holding period until the applicable MIP advisory client disposes of the investment. Our expectations regarding the favorable outcome of any investment can be adversely affected by numerous factors beyond our control, including our receipt of incomplete or inaccurate data, our failure to assess it accurately, and unpredictable changes in circumstances, including unforeseeable macro-economic circumstances unrelated to our analysis of the specific investment. During an economic downturn or a sustained period of rising interest rates, issuers of high-yield bonds may be more likely to experience financial stress, especially if such issuers are highly leveraged. The market for these securities is thinner, often less liquid, and less active than that for higher-rated securities, which can adversely affect the prices at which they can be sold and may even make it impractical or impossible to sell these positions. Distressed Investments Generally. MIP’s advisory clients expect to have interests, directly or indirectly, in securities, claims, and other obligations of companies that are experiencing significant financial or business difficulties, have substantial capital needs or negative net worth, face special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings, with a view to making long-term investments in positions that are likely to generate attractive returns over time. Investing in companies experiencing significant business and financial difficulties requires legal and financial sophistication, and such investments involve a substantial degree of risk. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Trade and Other General Unsecured Claims. MIP’s advisory clients expect to acquire interests in claims of trade creditors and other general unsecured claim holders of a debtor (“trade claims”). Trade claims generally include, but are not limited to, claims of suppliers for goods delivered and not paid, claims for unpaid services rendered, claims for contract

rejections, and claims related to litigation. Trade claims are typically unsecured and may, in unusual circumstances, be subordinated to other unsecured obligations of the debtor. The repayment of trade claims is subject to significant uncertainties, including potential set-off by the debtor as well as other legal uncertainties. A trade claim may be transferred or assigned before or after a petition in bankruptcy is filed, including after a proof of claim has been filed. Investments in trade claims and high risk receivables may also entail special risks including, but not limited to, fraud or other inequitable conduct on the part of the assignor of the trade claim as well as logistical and mechanical issues which may affect our ability to collect the claim in whole or in part. Investments in Unregistered Securities. MIP’s advisory clients may invest in unregistered securities and other instruments, including investments in new and early-stage companies or companies undergoing operational or financial restructuring, which may involve a high degree of business and financial risk that can result in substantial losses. Because of the possible absence of a liquid trading market for these investments, it may not be possible to liquidate or it may take longer to liquidate these positions than would be the case for publicly traded securities and other instruments. Although these securities and other instruments may be resold in privately negotiated transactions, the prices realized on these sales could be substantially lower than those originally paid. Further, companies whose securities and other instruments are not publicly traded will generally not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities and other instruments. Merger Situations. MIP’s advisory clients may, from time to time, invest in the securities and other instruments of companies involved in, or expected to be involved in, a merger, acquisition, restructuring or other similar corporate transaction. These investments depend upon our ability to identify merger activity to capture the spread between current market values of securities and their values after successful completion of a merger, acquisition, restructuring, or similar corporate transaction. These investments may incur significant losses when anticipated merger or acquisition transactions are not consummated. The consummation of mergers, tender offers, and exchange offers may be prevented or delayed by a variety of factors including: (i) regulatory and antitrust restrictions, (ii) political factors, (iii) industry weakness, (iv) stock-specific events, (v) failed financings, and (vi) unforeseen circumstances. Such positions are also subject to the risk of overall market movements. Investment in Loans Generally Lack of Liquidity. Loans and interests therein, including structured finance obligations, have significant liquidity and market value risks, as they are not generally traded in organized exchange markets, but rather are traded over the counter by commercial banks and other institutional investors engaged in loan syndications. Default Risk. If there is a default on a loan, reference loan, structured financial obligation or any other instrument in an advisory client portfolio (collectively “Defaulted Instrument”), the defaulted borrower may cease to fund its obligations as they become due and usually become subject to lengthy and substantial workout negotiations or

restructuring. That may entail, among other things, a substantial reduction in the interest rate, a substantial write-down of principal and/or a substantial change in the terms, conditions and covenants with respect to the Defaulted Instrument; including the possibility that equity of the issuer may be issued in exchange for the original Defaulted Instrument, in whole or in part. Furthermore, there can be no assurance that the ultimate recovery on a Defaulted Instrument will not result in a capital loss. We cannot provide assurance as to the levels of defaults and/or recoveries that may be experienced in an advisory client's portfolio. Defaults often have an adverse effect on the performance of an advisory client’s portfolio. Interest Rate Risk. Rising interest rates may render some borrowers unable to pay interest. Many loans and other portfolio assets bear interest at floating interest rates. To the extent interest rates increase, (i) monthly interest obligations owed by the related borrowers will also increase and some borrowers may not be able to make the increased interest payments on portfolio assets or refinance their portfolio assets, resulting in default, and (ii) the price at which credit instruments bearing a fixed rate of interest can be sold generally falls, with a greater proportionate effect dependent upon the length of the instrument’s maturity. Many of the interests in loans that MIP purchases on behalf of advisory clients are floating rate loans that result in the interest payable thereon to generally increase as interest rates rise. Moreover, an increase in interest rates may give rise to a realized loss in an advisory client's portfolio if MIP determines that credit instruments in that portfolio should be sold. Prepayment Risk. Loans are often pre-payable in whole or in part at any time at the option of the obligor/issuer at par, plus accrued unpaid interest. Prepayments on loans may occur as a result of a number of factors that are often difficult to predict. Consequently, there exists a risk that loans purchased at a price greater than par may experience a capital loss as a result of such a prepayment. Likewise, there is no assurance that amounts received from prepayments can be invested in other assets of comparable value or bearing at least the same rate of interest. Settlement Risk. Traded loans are often subject to settlement periods/closings in excess of the securities standard of trade date plus one day. Such loan settlement periods/closings can extend to trade date plus seven days or more depending upon a number of factors which may not be in the control of MIP. Counterparties to a loan trade, including advisory clients, are subject to ongoing market risk to the extent that lengthy settlement periods occur. Moreover, the settlement of loan trades can be a manual process prolonging the settlements increasing operational risk. Further, during the prolonged settlements, the underlying credit outlook or the terms of the loan may have evolved in accordance with the terms of the underlying credit agreement. Risks Relating to the Accuracy and Continued Accuracy of Ratings. We perform our own independent credit analysis. Subject to advisory client guidelines, we take rating agency assessments into account in reaching our judgments concerning the portfolios we manage on behalf of our advisory clients. Credit ratings of borrowers represent the opinions of the rating agencies regarding the likelihood of payment of certain obligations when due but are not a guarantee of the creditworthiness of obligors/issuers or the repayment of (or payment

of interest on) a credit instrument. In addition, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that the current financial condition of an obligor/issuer at any given time may be better or worse than what the current rating indicates. Therefore, the ratings assigned to an obligor/issuer or its loan by a rating agency may not fully reflect the true risks of purchasing or being synthetically exposed to the credits in an advisory client portfolio. Litigation-Oriented Investments. Each of our litigation-oriented investments requires an evaluation of the outcome and timing of a dispute resolution process. Regardless of the amount of research and other due diligence that may be performed, predicting the outcome of litigation or other dispute resolution processes is inherently uncertain and depends on a variety of circumstances that may be unrelated to the legal merits of the substantive claims of the parties, including uncertainty regarding the application of law to particular facts, disputed factual records and testimony, unforeseen procedural issues, uneven quality of advocacy, misapplication of settled law by a judge or jury, or settlement dynamics in which the motivations of the parties may be unrelated, in whole or in part, to the merits of the dispute. Since the expenditures in this strategy generally do not involve the acquisition of any assets having any residual value, an unfavorable outcome typically will result in a complete loss of the investment. In addition, U.S. legislators have, in the past, proposed adverse U.S. tax rules in connection with litigation finance activities. Although the proposals were not enacted, there can be no reassurance that the same or similar proposals will not be reintroduced and ultimately enacted. Derivatives. To the extent consistent with advisory client guidelines, MIP may invest on behalf of advisory clients in swaps, derivatives or synthetic instruments, repurchase agreements or other over-the-counter transactions or, in certain circumstances, non-U.S. securities. Advisory clients may take a credit risk with regard to parties with whom we trade and may also bear the risk of settlement default. These risks may differ materially from those related to exchange traded transactions that are generally backed by clearing organization guarantees, daily marking-to-market and settlement and segregation and minimum capital requirements applicable to market participants. Transactions entered into directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. It is expected that all assets and collateral deposited with custodians or brokers will be clearly identified as being assets of the advisory clients and hence reducing credit risk for advisory clients with regard to such parties. However, it may not be possible to achieve this segregation and there may be practical or timing problems associated with enforcing such rights to its assets in the case of an insolvency of any such party. Non-Controlling Investments. MIP’s advisory clients typically make non-controlling investments. Therefore, we may have a limited ability to protect our advisory clients’ investments and may be adversely affected by actions taken by the majority equity holders of the portfolio companies in which MIP’s advisory clients invest. Illiquidity. MIP’s advisory clients may make investments in securities or other instruments that are not readily marketable or that cease to be readily marketable after an investment is made. This could make it difficult or impossible to realize the value MIP

ascribes to an investment if an advisory client is forced to dispose of it in an inactive market. Additionally, some investments may be subject to certain other transfer restrictions that may contribute to illiquidity. Finally, investments constituting a control position will be subject to additional transfer restrictions under federal securities and other laws by virtue of such control position, which will further contribute to illiquidity. Valuation. Except as otherwise set forth in the governing documents of an investment vehicle, the assets and liabilities of MIP Funds are valued in accordance with MIP's valuation policy (the "Valuation Policy"). The valuation of any asset or liability involves inherent uncertainty. The value of an investment determined in accordance with the Valuation Policy may differ materially from the value that could have been realized in an actual sale or transfer for a variety of reasons, including the timing of the transaction and liquidity in the market. Uncertainties as to the valuation of portfolio positions could have an impact on the net asset value of the relevant advisory client if the judgments of MIP, in its capacity as general partner (or the equivalent) of an advisory client, regarding the appropriate valuation should prove to be incorrect. Investors in open-ended MIP Funds purchase and redeem interests based on a determination of the fair value of the assets and liabilities of the relevant MIP Fund. In addition, its management fees and incentive allocations are often determined by reference to these valuations. Investors may be adversely affected to the extent the values determined by MIP are incorrect. Investors are also subject to a conflict of interest with respect to MIP’s incentive to inflate the determination of fair value because it is entitled to compensation based on the assets under management as well as on the unrealized gains and losses with respect to certain MIP Funds. Competition; Availability of Investments. Certain markets in which advisory clients may invest are competitive for attractive investment opportunities, and, as a result, there may be reduced expected opportunity for investment returns. There can be no assurance that we will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, market conditions, interest rates, and competition for suitable investments from public and private pooled investment vehicles, CLOs and other investors may reduce the availability of opportunities. Concentration. Other than as limited by the relevant advisory clients’ offering documents, there are no restrictions on the amount of MIP advisory clients’ assets that may be invested in a particular sector of the market or in a type of security. MIP advisory clients’ portfolios may become significantly concentrated in investments related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose MIP advisory clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such investments. Short sales. Some of our strategies call for short sales not only for hedging purposes but also occasionally to take advantage of situations in which MIP believes an investment has been overvalued by market participants. If our assessment of these situations is incorrect,

there is risk that the relevant advisory client could incur a potentially unlimited amount of loss from the short sale. Lending of Portfolio Securities. Certain of MIP’s advisory clients may lend securities on a collateralized and an uncollateralized basis from their portfolios to creditworthy securities firms and financial institutions. While a securities loan is outstanding, these advisory clients will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Leverage. MIP generally has the discretion to use borrowing and other forms of leverage in our strategies. While the use of leverage may amplify the profit on successful investments, it may also amplify the losses incurred on unsuccessful investments. High Turnover. MIP trading activities may be made on the basis of short-term market considerations. The portfolio turnover rate may be significant, potentially involving substantial brokerage commissions, related transaction fees, expenses, and financing charges. Fund Structure: Limited Liquidity and Transparency. An investor’s investment in any MIP Fund is subject to the structure and terms of the relevant fund. These include rights to liquidity and transparency that are more restrictive than would be the case for a Managed Account held by a custodian in the investor’s name or for the personal account of the investor in its own name. Certain MIP Funds have no withdrawal rights while others may suspend withdrawal privilege in certain circumstances. In addition, MIP Funds can grant more favorable rights to certain investors, including affiliates and Employees. Key Man. Our advisory clients’ performance is highly dependent upon the skills of MIP personnel in identifying, analyzing, purchasing, managing and selling advisory client assets. As a result, advisory clients are highly dependent on the experience of MIP and of its Employees, any of whom may not continue to be associated with us. The loss of one or more of these key individuals could have a material adverse effect on advisory client performance. Moreover, management agreements may in some cases be terminated in the event of certain key man departures. Restrictions on our Ability to Manage. Advisory client documentation often places significant restrictions on our ability to manage advisory clients’ portfolios. We are subject to compliance with guidelines contained in the investment management agreement or other governing documentation. During certain periods or in certain specified circumstances, we may not be able to effect purchases or sales which we would otherwise choose to effect in the best economic interests of advisory client portfolios, in the absence of such guidelines. Limited Liability and Indemnification. Each advisory client’s operating agreements limit the instances in which MIP or its affiliates can be held liable, and the operating agreements

of the MIP Funds generally provide that in the absence of bad faith, gross negligence, or willful misconduct, neither MIP nor any of its affiliates shall be liable unless otherwise required by law. In addition, in the absence of a breach of MIP’s standard of care, MIP and its affiliates are generally entitled to indemnification by each advisory client with respect to their services, which can result in significant financial burden borne by the advisory clients. Conflicts of Interest. As described elsewhere in this Brochure, MIP is subject to various conflicts of interest as a result of our management of multiple advisory clients, the nature of our compensation arrangements, our affiliated management companies and their activities on behalf of their respective advisory clients, co-investment arrangements, and the use of the fund structure. The existence of these conflicts of interest may influence the independence of MIP’s judgment. This Brochure and MIP advisory clients’ offering documents contain information about how MIP manages these conflicts. General Economic and Market Conditions. The success of each MIP advisory client’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the such advisory client’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts, security operations and related sanctions regimes). These factors may affect the level and volatility of the prices and the liquidity of the relevant advisory client’s investments. Volatility or illiquidity could impair such advisory client’s profitability or result in losses. Each such advisory client may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Legal and Regulatory Environment. The legal and regulatory environment worldwide for private investment funds and their managers continues to evolve. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of MIP’s advisory clients to pursue their investment program. There has been a continued heightened scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of MIP’s advisory clients to pursue their investment programs or employ brokers and other counterparties could have a material adverse effect on such advisory clients. Systemic Risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which MIP’s advisory clients interact are all subject to systemic risk. A systemic failure could have material adverse consequences on MIP’s advisory clients and on the markets for the investments in which such advisory clients seek to invest. Catastrophe Risks. Advisory clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts;

cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which an advisory clients invests (or has a material negative impact on the operations of MIP or any service provider to MIP or the advisory clients), the risks of loss can be substantial and could have a material adverse effect on the advisory clients and their investments. Banking Relationships. MIP and MIP’s advisory clients will hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. MIP advisory clients may also enter into credit facilities and have other relationships with Banking Institutions as contemplated elsewhere. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of MIP or MIP’s advisory clients to access, transfer or otherwise deal with its assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on MIP’s advisory clients. For example, in such a scenario, MIP’s advisory clients could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, MIP or MIP’s advisory clients may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). MIP does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its or MIP’s advisory clients’ banking relationships, and there can be no assurance that MIP or MIP’s advisory clients will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Counterparty Risk. Many MIP’s advisory clients expect to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit such advisory clients to trade in any variety of markets or asset classes over time. However, there can be no assurance that such relationships will be able to be established or maintained. An inability to establish or maintain such relationships could limit a MIP advisory client’s trading activities, create losses, preclude it from engaging in certain transactions or prevent it from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any

such relationships could have a significant impact on any such advisory client’s business. Advisory clients may effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, such advisory clients enter into a contract directly with dealer counterparties which may expose such advisory clients to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, such advisory clients may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if such advisory clients had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that MIP’s advisory clients post collateral. In addition, MIP’s advisory clients may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to a MIP advisory client’s assets are subject to substantial limitations and uncertainties. Litigation Risk. Investment strategies employed by certain MIP advisory clients can be contentious and adversarial. Different stakeholders in an investment may have qualitatively different, and frequently conflicting, interests. Certain MIP advisory client investment activities may include activities that will subject such advisory clients to the risk of becoming involved in litigation by third parties. This risk may be greater where the relevant advisory client exercises control or significant influence over an investment. Advisory clients could also be party to lawsuits either initiated by them, by a company in which such advisory clients invest, other shareholders of such company, or U.S. federal, state and nonU.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the relevant MIP advisory client. Moreover, the expense of defending against claims against an advisory client by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by such advisory client and would reduce net assets and could require the investors therein to return distributions to such advisory client, as applicable. Breaches in Information Technology Security. MIP and its affiliates maintain global information technology systems, consisting of infrastructure, applications and communications networks to support their advisory clients’ as well as their own business activities. These systems could be subject to security breaches such as “cyber-crime” resulting in theft, a disruption in MIP’s ability to close out positions and the disclosure or corruption of sensitive and confidential information. Security breaches may also result in misappropriation of assets and could create significant financial and/or legal exposure for advisory clients. MIP and its affiliates seek to mitigate attacks on their own systems and those of their advisory clients but will not be able to control directly the risks to third-party systems to which they may connect or on which they may rely. Any breach in security of the systems of MIP or its affiliates or third-party systems to which MIP or its affiliates connect or on which they rely, in each case, could disrupt the MIP business and may cause

advisory clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Artificial Intelligence Risks. Certain of the investment strategies of MIP incorporate machine learning and artificial intelligence (“AI”) tools and techniques, including generative AI and large language models. AI presents significant opportunities, but also complex challenges, including with respect to balancing and mitigating potential risks of harm posed by the development or deployment of such AI technologies and tools by MIP, or its service providers. The use of AI technologies amplifies the risks faced by MIP and its clients resulting from its reliance on complex automated processes. AI technologies will sometimes generate incomplete or inaccurate outputs that could negatively impact MIP’s investment decisions, operations and other functions, which could result in losses (or gains) for its advisory clients. AI technologies are highly dependent on the data and other inputs used to “train” them (whether such inputs are incorporated through human intervention or as a result of systematic effects) and, as a result, are prone to error or manipulation. AI technologies may also behave in undesired or unexpected ways that can be difficult to detect and/or remediate, and the effects of such behavior may compound over time. It can be difficult to implement improvements to AI technologies. Additionally, as AI has become more widely used in the financial services industry, regulatory scrutiny of AI will likely increase. Trade Error Risk. The complex execution modalities operated by MIP and the speed and volume of trading invariably result in occasional trades being executed which, with the benefit of hindsight, were not required or intended by the execution strategy or occasional trades not being executed when they should have been. To the extent an error is caused by a counterparty, such as a broker, MIP generally attempts to recover any loss associated with such error from such counterparty. To the extent an error is caused by MIP, a formalized process is in place for the resolution of such errors and MIP will correct such error in accordance with its policies and procedures. Given the volume, diversity and complexity of transactions executed by MIP, advisory clients should assume that trade errors will occur on occasion. Co-Investments with Third Parties. Certain advisory clients may access investments directly or indirectly through joint ventures and other similar structures, in each case, together with one or more third party entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, one or more third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the advisory clients or is in a position to take (or block) action in a manner contrary to the advisory clients’ investment objective. In circumstances where such joint ventures or other similar structures are managed by a third party, the structure may involve compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to advisory client participants in the investments.

The Private Placement Memoranda and/or operating agreements for the MIP Funds and the Managed Account documents contain discussions of various risk considerations that are more extensive in scope and depth than the foregoing summary. In addition, CLOs are subject to the following structural risks:

CLO Structure: Limited Liquidity and Recourse. An investor’s investment in a CLO is subject to the structure and terms of each CLO. Investors should have no expectation of a secondary market in notes issues by a CLO, or that markets would provide investors with liquidity. The notes issued by a CLO are limited recourse obligations; investors must rely on available collections from the collateral pledged by a CLO, as issuer, pursuant to the indenture, and will have no other source of payment. Subordination. Payments on the senior-most class(es) of a CLO’s securities or other instruments are subordinate to the payment of certain fees and expenses payable by the CLO to other parties pursuant to the indenture. Payments of principal and interest on any junior class of securities or other instruments are subordinated under the priority of payments to payments on any senior class of securities or other instruments. To the extent any losses are suffered by any securities or other instruments, those losses will be borne by each class of securities or other instruments in order of subordination. Accordingly, the subordinated classes of securities or other instruments are significantly more likely not to be paid in full and to be subject to 100% loss. In addition, the most subordinated class(es) of interests in a CLO’s securities or other instruments represent highly leveraged investments and will be most affected by any changes of market value of the collateral, including, but not limited to, defaults, prepayments and other risks associated with the collateral. Remedies. If an event of default occurs under a CLO indenture, the controlling class (generally the most senior class of notes then outstanding) will generally be entitled to determine the remedies to be exercised under the indenture. The interests of the controlling class of a CLO may be adverse to those of the subordinated classes, and in pursuing this interest the controlling class will have no obligation to consider any possible effect on other interests. In addition, the junior-most class of securities is not generally entitled to exercise remedies under the indenture, nor is the trustee generally obligated to act on behalf of the holders of these securities or other instruments. Sale of Collateral Upon Default on the Securities. If an event of default occurs under a CLO indenture, there can be no assurance that the proceeds of any sale of collateral will be sufficient to pay in full transaction expenses and principal and interest on the securities or other instruments. Reinvestment Risk. In certain circumstances, certain funds will be reinvested in additional or substitute assets. A number of factors, including the need to satisfy certain reinvestment criteria set forth in the indenture, may result in a lower yield on additional or substitute assets. In addition, due to significant restrictions set forth in the CLO indenture on the ability to buy and sell collateral, the issuer may be unable to buy or sell obligations

or take other actions which might be in the best interests of the security holders in the absence of these restrictions. The prospectus for each CLO contains a discussion of various risk considerations that is more extensive in scope and depth than the foregoing summary. IT IS CRITICAL THAT INVESTORS REFER TO THE APPLICABLE GOVERNING DOCUMENTS FOR A COMPLETE UNDERSTANDING OF THE MATERIAL RISKS INVOLVED IN AN INVESTMENT IN THE MIP FUNDS, MANAGED ACCOUNT AND CLOS, INCLUDING THE RISK OF FINANCIAL LOSS. THE INFORMATION CONTAINED HEREIN IS A SUMMARY ONLY AND IS QUALIFIED IN ITS ENTIRETY BY SUCH DOCUMENTS.

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

be adversely impacted. In addition, if the issuing advisory client were to act as the lender (or holder) of record with respect to any purchase of bank debt or other investments, it may have greater exposure to third-party claims than other advisory clients. In connection with certain investments, MIP (acting on behalf of its advisory clients) appoints companies (the “Service Companies”), to act as the servicers of specific portfolios of assets or individual investments owned (or potentially owned) by one or more advisory clients. The Service Companies may provide investment sourcing, structuring, monitoring, due diligence and other services with respect to these investments. These services are typically provided pursuant to (a) a services agreement, (b) a joint venture agreement entered into (directly or indirectly) by MIP’s advisory clients, the applicable Service Company and, potentially, one or more other parties, or (c) a similar arrangement. These agreements and arrangements provide for the payment of servicing or other fees to the Service Companies in consideration of the services rendered (and are in addition to the management fees and performance compensation received by MIP and its affiliates). The fees paid to Service Companies are typically determined in accordance with one or more of the following methods: (i) a percentage of the value of the assets being serviced, (ii) a percentage of the capital commitment with respect to the assets being serviced, (iii) a percentage of the cash flows from the assets being serviced, (iv) a percentage of the net return from the assets being serviced or (v) a flat fee per asset serviced or service. Other bespoke fee arrangements may be made with Service Companies from time to time, including, without limitation, arrangements under which fees are calculated across more than one deal. Generally, compensation paid to the Service Companies does not follow a precise range or metric and will vary on a deal-by-deal basis. The Service Companies will often invest in a special purpose vehicle that ultimately invests in the transaction or is able to participate in the investment through other arrangements. The Service Companies will, in certain situations, not bear expenses associated with their investment in the transaction and therefore MIP’s advisory clients will bear a disproportionate share of the transaction expenses.

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

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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);

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Require employees to comply with anti-money laundering requirements;

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

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Restrict employees' outside business activities;

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

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Require pre-clearance of political contributions; and

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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.

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.

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.

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.

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.

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.

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.