Bain Capital Credit, LP, a Delaware limited partnership wholly owned by Bain Capital, LP (“Bain Capital”), and its subsidiaries provide investment advisory services across a diverse range of credit strategies. Collectively, Bain Capital Credit, LP and its subsidiaries are referred to as “Bain Capital Credit.”

Bain Capital Credit provides investment advisory services to pooled investment vehicles and single limited partner partnerships that are exempt from registration under the Investment Company Act of 1940 (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933 (the “Securities Act” and such investment vehicles and partnerships are referred to as “Bain Capital Credit Partnerships”). Bain Capital Credit also provides collateral management services to entities structured as collateralized loan obligations (“CLOs”) and investment management services to clients in separately managed accounts (“Separate Account Clients”), which may be structured in various forms. Additionally, Bain Capital Credit provides sub-advisory services to certain CLOs (“Sub-Advisory CLOs”) and advisory or sub-advisory services to registered investment companies and a business development company (“1940 Act Funds”).1

The Bain Capital Credit Partnerships, the Sub-Advisory CLOs, the CLOs and the 1940 Act Funds are collectively referred to as “Bain Capital Credit Funds.” The Bain Capital Credit Funds and Separate Account Clients are referred to collectively as “Bain Capital Credit Clients.”

Bain Capital Credit’s investment advisory activities include providing investment advice to Bain Capital Credit Clients that have four main strategies: bank loan and multi-sector credit, structured credit, middle market and senior direct lending, and distressed and special situations investing. As the investment manager, investment adviser or sub-adviser to each Bain Capital Credit Client, Bain Capital Credit (along with, in the case of each Bain Capital Credit Partnership, the general partner (“General Partner”)2 of such Bain Capital Credit Partnership), identifies investment opportunities for, and participates in the acquisition, management, monitoring and disposition of investments of, each Bain Capital Credit Client.

Bain Capital Credit generally uses fundamental credit analysis to identify attractive investment opportunities and seeks strong risk adjusted returns, primarily in credit products and fixed-income investments. Bain Capital Credit provides investment advice regarding investments in performing and distressed bank loans, high yield bonds, investment grade bonds, mortgages, non-performing loans, mezzanine/private placements, structured products, credit based securities, swap transactions (including total rate of return swaps and credit default swaps), derivative instruments, equities, short sales, currency hedging transactions, securities lending arrangements, repurchase agreements, investments as a limited partner in partnerships, and other assets. Bain Capital Credit Clients can use leverage directly and/or indirectly. Use of leverage will increase the volatility of levered investments. Bain Capital Credit provides investment advisory services to each Bain Capital Credit Client pursuant to separate advisory, investment management, or collateral management agreements (each, an “Advisory Agreement”) or separate sub-advisory agreements (each, a “Sub-Advisory 1 The 1940 Act Funds carry additional regulatory obligations and restrictions. These restrictions may not apply to other Bain Capital 2 References to General Partner in relation to carried interest for purposes of this document include any Special Limited Partner for applicable Bain Capital Credit Funds. Agreement”). Bain Capital Credit provides investment advisory services to each of the Bain Capital Credit Partnerships pursuant to the Advisory Agreements. Investment advice is provided by Bain Capital Credit directly to Bain Capital Credit Partnerships, subject to the direction and control of the affiliated General Partner of such Bain Capital Credit Partnership and not individually to investors in the Bain Capital Credit Partnerships. Any restrictions on investments in certain types of securities are established by the General Partner of the applicable Bain Capital Credit Partnership, and set forth in the documentation received by each limited partner prior to investment in such Bain Capital Credit Partnership. Once invested in a Bain Capital Credit Partnership, investors generally cannot impose restrictions on the types of securities in which such Bain Capital Partnership may invest.

Bain Capital Credit provides investment management services to each Separate Account Client in accordance with the terms and conditions of the Advisory Agreement. The terms of these documents, including any restrictions on investments in certain types of securities, are generally established at the time of the formation of the applicable separate account and are the result of negotiations with the applicable Separate Account Client. The Advisory Agreement of a Separate Account Client may be changed by such Separate Account Client only to the extent permitted by the applicable Advisory Agreement.

Bain Capital Credit provides collateral management services to each CLO in accordance with the terms and conditions of the applicable collateral management agreement or Sub-Advisory Agreement, indenture, and other related documents of each such CLO. The terms of the Sub- Advisory Agreements, including any restrictions on activities, were established at the time that Bain Capital Credit began providing investment advisory services to the Sub-Advisory CLOs. The terms of the Advisory Agreements and other related documents of each CLO that is not a Sub- Advisory Fund were generally established at the time of the formation of the applicable CLO and are the result of negotiations with certain potential investors in the applicable CLO.

With respect to the 1940 Act Funds, Bain Capital Credit provides investment advisory services in accordance with the relevant 1940 Act Fund’s investment policies and restrictions, as stated in such 1940 Act Fund’s then-current prospectus, statement of additional information, and/or other public filings.

Bain Capital Credit has advisory subsidiaries based in the United States and other countries, including:

o BCSF Advisors, LP, a SEC registered investment adviser, which provides advisory and sub- advisory services to registered investment companies, including a business development company (“BDC”); o Bain Capital Credit U.S. CLO Manager, LLC, a Delaware limited liability company and relying advisor to Bain Capital Credit, LP, which provides investment advisory services to investment vehicles, primarily CLOs; o Bain Capital Credit CLO Advisors, LP, a Delaware limited partnership and relying advisor to Bain Capital Credit, LP, which provides advisory services to CLOs; o Bain Capital Credit, Ltd., a FCA registered firm, which provides collateral management services to CLOs; o Bain Capital (Ireland), Limited, based in Dublin, which is authorized by the Central Bank of Ireland; o Bain Capital Credit (Australia), Pty. Ltd., which is registered with the Australian Securities and Investments Commission and provides consulting advice to Bain Capital Credit; and

o Bain Capital Credit (Asia), Limited, which is registered with the Securities & Futures Commission in Hong Kong and provides consulting advice to Bain Capital Credit.3

In addition, Bain Capital Credit is affiliated with Bain Capital Investments (Europe), Ltd., a FCA registered firm and an Alternative Investment Fund Manager (“AIFM”).4

Bain Capital Credit also has others affiliated entities, including asset servicers based in Europe and Asia, joint ventures based in Asia, and certain vehicles that – from time to time – will engage in proprietary trades and/or other activities for its benefit.

Bain Capital Credit, LP provides consulting services to Bain Capital Credit, Ltd., in connection with the latter’s role as collateral manager to certain CLOs. In certain limited circumstances, Bain Capital Credit acts as agent for such facilities. Bain Capital Credit, LP also provides portfolio management services to Bain Capital Investments (Europe), Ltd., and Bain Capital (Ireland), Limited in connection with their roles as an AIFM. In addition, Bain Capital Credit, LP provides certain resources and services to other subsidiaries, including BCSF Advisors, LP and Bain Capital Credit CLO Advisors, LP. Lastly, Bain Capital Credit U.S. CLO Manager, LLC delegates directly or indirectly activities related to the business of acting as a collateral manager or sponsor of CLOs to Bain Capital Credit, LP and/or Bain Capital Credit, Ltd.

Bain Capital Credit has been in business since 1997. Bain Capital Credit has advisory offices located in Boston, New York, Chicago, London, Melbourne, Sydney, Dublin, Madrid, Hong Kong, Guangzhou, Seoul, and Mumbai. As of January 1, 2020, Bain Capital Credit and its subsidiaries manage approximately $44,228,811,690 of client assets, which are predominantly managed on a discretionary basis.5 please register to get more info

As compensation for investment advisory services rendered to Bain Capital Credit Clients, Bain Capital Credit generally receives an advisory fee (“Advisory Fee”). Advisory Fees billed to Bain Capital Credit Clients vary client by client and are generally payable quarterly in advance, quarterly in arrears, semi-annually in arrears, or a combination thereof.6 Advisory fees paid by a Bain Capital 3 This list does not represent all of Bain Capital Credit’s subsidiaries or affiliates. 4 For purposes of this Form ADV, references to Bain Capital Credit subsidiaries should be read to include Bain Capital Investments (Europe), Ltd. 5 This AUM figure includes all vehicles managed by Bain Capital Credit, LP and its subsidiaries (including those that file separate Form ADVs), and includes credit vehicles managed by Bain Capital Investments (Europe), Ltd. 6 Some Bain Capital Credit Clients pay fees on different schedules. Credit Client are indirectly borne by the investors in such Bain Capital Credit Client. The fee structures described above are modified from time to time. In respect to the 1940 Act Funds, Bain Capital Credit receives sub-advisory fees payable by the relevant 1940 Act Fund’s investment adviser pursuant to a sub-advisory agreement between Bain Capital Credit and each such investment adviser. Such fees are generally paid quarterly in arrears. The precise amount of, and the manner and calculation of, the Advisory Fee for each Bain Capital Credit Fund (except for the 1940 Act Funds) is established by Bain Capital Credit and set forth in such Bain Capital Credit Fund’s Advisory Agreement and/or other documentation received by each investor prior to investment in such Bain Capital Credit Fund. In particular, for CLOs, the Advisory Fee is set in the collateral management agreement or related documentation. The Advisory Fees for CLOs may include both a base and subordinated collateral management fee. Advisory Fees billed to Separate Account Clients are individually negotiated. Upon termination of an Advisory Agreement, appropriate treatment, including, where applicable, returning prepaid Advisory Fees on a prorated basis, will be given to Advisory Fees collected in advance. Advisory Fees sometimes differ from one Bain Capital Credit Fund or Separate Account Client to another, as well as among investors in the same Bain Capital Credit Fund.

In addition, Bain Capital Credit may be entitled to certain incentive compensation when certain conditions are met. In certain circumstances, Bain Capital Credit generally may elect to defer payment or distribution of its Advisory Fee and/or incentive compensation. If deferred, Bain Capital Credit may be entitled to receive interest on the deferred portion of the management fee and/or incentive fee. See Item 6 for more information on incentive fees. Bain Capital Credit also may elect to waive payment or distribution of its fees.
Expenses

While Bain Capital Credit Clients generally bear their own expenses, these expenses may vary among Bain Capital Credit Clients and are subject to the terms and conditions set forth in the applicable Bain Capital Credit Client’s offering materials, governing documents, or other analogous organizational document. The expenses generally borne by Bain Capital Credit Funds are outlined below. Separate Account Clients bear similar expenses to Bain Capital Credit Funds, depending on the terms of the Advisory Agreement negotiated with the applicable Separate Account Client. The 1940 Act Funds may bear similar expenses pursuant to their governing documents and may also bear, among other expenses, transfer agency and distribution related expenses.

Unless otherwise specified herein or in such Bain Capital Credit Fund’s organizational documents, each eligible Bain Capital Credit Fund bears its organizational, operational, and offering expenses and obligations, which include:  all out-of-pocket expenses incurred in connection with organizing, establishing and offering of the Bain Capital Credit Fund and the General Partner (including legal and accounting expenses, filing fees and expenses, travel, meals, entertainment, accommodation and related expenses, printing costs or any other expenses incurred with respect to the offering);  all investment-related expenses (including any such expenses incurred in connection with potential investments, whether or not completed), including: expenses relating to identifying, discovering, sourcing, developing (including any retainers, success and finder’s fees and other compensation paid to contractors, senior advisers, fundless sponsors and sourcing and operating partners), evaluating, valuing, researching, investigating, structuring (including rating agency fees and expenses), diligencing, monitoring, maintaining, servicing, purchasing, making, holding, acquiring, registering (including notary and “gestoria” costs), selling (or potentially selling), refinancing (including any brokerage, borrowing and financing fees or expenses) or restructuring investments (whether or not completed, including broken deal and reverse break- up fees, liquidated damages, forfeited deposits, reverse termination fees or similar payments); all lodging, travel, transportation (including the use of charter, first class or business travel and taxis and car rentals and any other transportation), meals, entertainment and related expenses (including any of these incurred by an investment team or other member of the General Partner or Bain Capital Credit or their affiliates whether or not traveling) incurred in connection with the Bain Capital Credit Fund’s affairs, including travel-related expenses in connection with evaluating, making and monitoring investments; professional costs and expenses (including legal, compliance, tax, financial, accounting, actuarial, valuation, advisory and consulting/experts (including consultants or experts for industry-specific matters, due diligence, reference checks, sourcing or introductions and other similar costs)); brokerage commissions, hedging costs, expenses relating to short sales, prime brokerage fees, custodial expenses, clearing and settlement charges, private placement fees, syndication fees, solicitation fees, arranger fees, sales commissions, pricing and valuation fees (including appraisal fees), underwriting commissions and discounts, investment banking fees, advisory fees, and bank charges, and custodial, trustee, transfer agent, recordkeeping and other administrative costs; fees of servicers of any investment (including without limitation servicers of pools of loans and arrangements providing for profits or other incentive-based compensation); and salaries, bonuses and fringe benefits payable to employees of Bain Capital Credit or its affiliates who are retained to provide operational support (including servicing) to the Bain Capital Credit Fund or its portfolio investments and portions of rent, utilities, information technology, other real-estate related expenses and other similar items and related overhead expenses associated with the retention of such employees; and experts or consultants serving as executives or directors for portfolio companies;

 all expenses of the Bain Capital Credit Fund incurred in connection with its ongoing operation and administration, including: any legal, tax, auditing, accounting and consulting fees, bookkeeping, record keeping and clerical services to the Bain Capital Credit Fund (whether performed by the internal staff of Bain Capital Credit or the Bain Capital Credit Fund’s General Partner, affiliates of or entities established by Bain Capital Credit or the Bain Capital Credit Fund’s General Partner or by third parties; provided that the amount charged to the Bain Capital Credit Fund for such services by internal staff may be capped at a certain dollar amount);

 all costs and expenses incurred in connection with financings (including financing fees, legal fees and expenses, agent fees and other fees and expenses incurred in connection therewith);  fees, taxes and expenses associated with the Bain Capital Credit Fund’s audits and financial statements (including tax information, returns and elections), including fees and expenses associated with preparing, filing or distributing tax information, returns or elections and complying with any tax audit, investigation, settlement or review; expenses incurred in connection with the preparation and maintenance of the Bain Capital Credit Fund’s books and records and account holder diligence; expenses incurred in connection with the preparation and delivery of wires and distributions, financial and other reports, circulars, forms, notices, valuations, investment summaries and other information (including courier and delivery expenses), including the cost of auditing reports; expenses incurred as tax matters partner in connection with the Bain Capital Credit Fund; and expenses incurred in connection with the dissolution and liquidation of the Bain Capital Credit Fund;  expenses and fees of any administrator, depositary and/or custodian and any other service provider;  all fees, costs and expenses incurred in connection with litigating or owning any investments of the Bain Capital Credit Fund (including servicing fees, including master servicing, primary servicing, special servicing, asset or property advisory fees, and the fees and expenses of any individual hired to manage, service or dispose of any assets) or litigation related to the Bain Capital Credit Fund; legal fees incurred in servicing loans and financings, advisory fees (including income-based repayments, receivership costs and similar fees and costs), value-added taxes and taxes incurred in connection with investments;

 all research and data expenses (including news and quotation subscriptions, market research, costs of attending conferences and travel-related expenses), information technology expenses (including technology service providers) and expenses related to acquiring, developing, implementing or maintaining related software/hardware (including phone and information charges) and total logistic control expenses;

 all fees, expenses and costs in connection with any government and/or regulatory filings related to the Bain Capital Credit Fund or the offering of interests in the Bain Capital Credit Fund (including regulatory filings of Bain Capital Credit and its affiliates relating to the Bain Capital Credit Fund, including without limitation Form PF and any AIFMD filings, but not, for the avoidance of doubt, filings solely related to the operation of the Bain Capital Credit generally), and the costs of maintaining the Bain Capital Credit Fund in compliance with applicable laws;

 all fees, costs and expenses of registration, qualification or exemption of the Bain Capital Credit Fund under any law or regulation, and any legal or regulatory compliance with any law or regulation, and related reports, disclosures, licenses, registrations or notifications; and all fees, costs and expenses related to any governmental inquiries, investigations or proceedings relating to the Bain Capital Credit Fund, including any judgments, settlements or fines;

 all expenses related to Advisory Board meetings, if applicable, (including travel, accommodation, meal, entertainment or similar expenses), other out-of-pocket expenses of the Advisory Board (including costs and expenses of any legal counsel or other advisors retained by the Advisory Board) and costs and expenses incurred in relation to obtaining consents or approvals of the Bain Capital Credit Fund investors or the Advisory Board;  any costs, losses, damages or other expenses relating to any warranties or indemnities given by the Partnership in relation to any investments, including where a claim has been made in respect of such warranties or indemnities;  all costs of all subsidiaries, alternative investment vehicles, Irish collective asset-management vehicles, certain real estate companies known as REOCOs, special purpose vehicles and other vehicles through which the Bain Capital Credit Fund makes, holds or proposes to make or hold investments, including costs associated with establishing, managing and administering such entities (including board of director expenses, corporate governance and secretarial expenses, fees and expenses associating with accounting, tax and financial services, reporting and cash handling fees and expenses, fees and expenses incurred in connection with audits and regulatory compliance, such as the Foreign Account Tax Compliance Act, the OECD’s Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard, anti- money laundering and central bank reporting), maintaining a permanent residence in certain jurisdictions (such as rent for office space, related overhead, board of directors expenses and employee salaries and benefits), and winding up and dissolving such entities;

 all costs and expenses incurred in connection with the preparation of amendments to the partnership agreements or other documentation of the Bain Capital Credit Fund;

 all costs and expenses incurred in connection with or incidental to the incurrence or refinancing of any credit facility or other indebtedness, loan servicing (assets and liabilities), guarantees by, letters of credit or other obligations of the Bain Capital Credit Fund, including interest owed on any loans advanced to the Bain Capital Credit Fund by affiliates of the General Partner; provided that such expenses will be not be allocated to non-loan participating partners and any other partners that do not participate in, or benefit from, such borrowings, guarantees or other obligations;

 costs and expenses of administering side letters entered into with Bain Capital Credit Fund investors (including the process of distributing and implementing applicable elections pursuant to any “most-favored nations” clauses in side letters);

 all out-of-pocket expenses incurred in connection with the collection of amounts due to the Bain Capital Credit Fund from any person or entity;

 all expenses incurred in connection with the obtaining and maintaining of insurance policies by or on behalf of portfolio companies and investments of the Bain Capital Credit Fund, the General Partner, Bain Capital Credit and their affiliates and the Advisory Board with respect to the Bain Capital Credit Fund, such as director and officer insurance, error and omission insurance, property damage insurance, block insurance on loans, insurance on environmental risks, warranty and indemnity insurance, financial institution bond and key person coverage, including the allocable portion of any insurance policies that provide the General Partner and/or Bain Capital Credit with coverage covering multiple funds, personnel or liabilities, including with respect to the Bain Capital Credit Fund;  all costs and expenses incurred in connection with a purchase, sale, assignment, pledge or transfer of a Bain Capital Credit Fund investor’s interest in the Bain Capital Credit Fund or the withdrawal or termination of a Bain Capital Credit Fund investor (but only to the extent not paid by the applicable purchaser or Bain Capital Credit Fund investor, assignee, pledgee or transferee, as the case may be);  all costs and expenses associated with a defaulting Bain Capital Credit Fund investor (but only to the extent not paid by the applicable defaulting Bain Capital Credit Fund investor);  any taxes, or any expenses, penalties, liabilities or government charges directly or indirectly imposed or required to be paid or withheld by the Bain Capital Credit Fund, the General Partner or Bain Capital Credit or any affiliate thereof with respect to the Bain Capital Credit Fund or any Partner, including any interest, additions to tax, penalties or related expenses and expenses in connection with tax proceedings, which are not allocated to one or more Bain Capital Credit Fund investors;  all expenses incurred in connection with any proceeding involving the Bain Capital Credit Fund (including the cost of any investigation, prosecution, defense and preparation) or any portfolio company and the amount of any judgment or settlement paid in connection therewith;

 any other extraordinary expenses of the Bain Capital Credit Fund;

 all fees, costs and expenses of professionals (including industry executives, advisors, consultants (including operating and sourcing consultants), joint venture partners, operating executives, subject matter experts or other persons or entities acting in a similar capacity) who provide services to Bain Capital Credit Funds and/or their portfolio companies or investment vehicles, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case which services may, for the avoidance of doubt, be provided prior to the commencement of an investment);

 any other extraordinary expenses of the Bain Capital Credit Fund;

 all indemnification obligations and any other indemnity, contribution, or reimbursement obligations of the Bain Capital Credit Fund with respect to any person or entity, whether payable in connection with a proceeding involving the Bain Capital Credit Fund or otherwise; and

Each eligible Bain Capital Credit Fund will bear its pro rata share of out-of-pocket expenses (including rent, compensation and board expenses) directly relating to fund administrative services performed by Bain Capital Credit or its affiliates and fund administrative companies and other special purpose entities maintained by Bain Capital Credit, or affiliates or entities established by Bain Capital Credit in certain jurisdictions required or desirable in connection with the Bain Capital Credit Fund’s investments. Each eligible Bain Capital Credit Fund will bear the foregoing fees, costs and expenses, including servicer fees, whether performed by internal staff of Bain Capital Credit and its affiliates or by third parties, including allocable portions of salaries, bonuses, fringe benefits or other fees paid to such staff or consultants engaged by any of the foregoing, the fees and expenses associated with recruiting and training such staff and consultants and portions of rent, utilities, information technology, other real estate related expenses and other similar items and related overhead expenses associated with the provision of such services by Bain Capital Credit, staff or consultants. In that regard, the Bain Capital Credit Fund expects to allocate these fees, costs and expenses when performed by internal staff, and expects to pay for loan servicing activities performed by affiliates of Bain Capital Credit at such rates as are reasonably determined by Bain Capital Credit and such affiliates, as applicable. Bain Capital Credit will pay its normal operating expenses (such as compensation expenses related to its personnel for non-fund related and non- transaction-related services, rent, utilities, office expenses and travel expenses not related to a transaction) out of the Advisory Fee to the extent provided in the offering materials and governing documents. The appropriate allocation of fees and expenses among the Bain Capital Credit Fund, and other funds and accounts advised by Bain Capital Credit, other funds and accounts advised or managed, or to be advised or managed, by advisors affiliated with Bain Capital and any other persons or entities that may invest or co-invest with the Bain Capital Credit Fund in one or more investments will be determined by the General Partner (or similar governing entity) of such other funds or accounts that invest alongside the Bain Capital Credit Fund in good faith and in a manner consistent with the Partnership Agreements and the limited partnership agreements (or analogous organizational documents) of such other investing entities.

Additionally, please see Item 6 below regarding “incentive fees” that Bain Capital Credit Clients pay.

When a broker-dealer is used in connection with an investment by a Bain Capital Credit Client, such Bain Capital Credit Client will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

Fees Received by Affiliated Broker-Dealer Our affiliate, Bain Capital Distributors, LLC (“Bain Capital Distributors”), is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority (“FINRA”). Bain Capital Distributors places securities and instruments issued by certain private investment funds that Bain Capital Credit and its affiliates manage.

When Bain Capital Distributors acts as the placement agent for a Bain Capital Credit Partnership in respect of securities or instruments issued by a Bain Capital Credit Partnership, no commission or other compensation is received by Bain Capital Distributors from such Bain Capital Credit Partnership or their investors for such service.

Other Fees Bain Capital Credit and its subsidiaries from time to time perform advisory and other services for actual or prospective portfolio companies or other deal related investment vehicles. As part of providing these services, Bain Capital Credit and its subsidiaries are generally entitled to receive compensation from (and expenses reimbursed by) a number of entities, which include entities in which Bain Capital Credit Clients have interests (“Transaction Fees”). In addition, Bain Capital Credit, its subsidiaries, and/or personnel from time to time sit on board of directors for actual or prospective portfolio companies and are generally entitled to compensation for doing so (with Transactions Fees, the “Other Fees”). Some of these Other Fees may not be paid to Bain Capital Credit Clients or otherwise offset against Bain Capital Credit’s Advisory Fees. In addition to Transaction Fees and Other Fees, certain Bain Capital Credit Clients may invest in funds or structured products organized by Bain Capital Credit or its affiliates for which Bain Capital Credit or its affiliates receive management fees or carried interest. In certain instances, as set forth in the applicable organizational documents and/or Advisory Agreement, such Bain Capital Credit Clients do not pay management fees on the capital invested in such funds or structured products directly but indirectly bear the management fees or carried interest paid by such funds or structured products. For additional information on potential conflicts of interest related to the receipt of these fees, please see “Item 10. Other Financial Industry Activities and Affiliations.” Additionally, portfolio companies may reimburse Bain Capital Credit for expenses, including, without limitation, travel expenses and meals and entertainment expenses incurred by Bain Capital Credit in connection with its performance of services for such portfolio company. In addition, Bain Capital Credit receives fees from affiliated asset servicing entities that it owns. These asset servicing entities typically service loans or similar assets which are part of non-performing loan portfolios or other significant portfolios. Such reimbursements are generally not included in the definition of “Transaction Fees” under the terms of the applicable governing documents. Such Other Fees are in addition to the Advisory Fees paid by Bain Capital Credit Clients. Bain Capital Credit may seek to have such fees paid directly to the relevant Bain Capital Credit Clients or, if that is not possible, reduce future Advisory Fees in connection with the receipt of Other Fees in each case as set forth in the applicable organizational documents and Advisory Agreement with each Bain Capital Credit Client. To the extent any such credit would reduce the management fee for a given quarter below zero, such credit will be carried forward for future application. Any such reduction of a Bain Capital Credit Fund’s management fee or payment directly to a Bain Capital Credit Client will be based on such Bain Capital Credit Client’s proportionate interest in the investment giving rise to such fee. Waived Advisory Fees are generally not subject to various offsets or the reductions described above. Due to waived Advisory Fees and/or the timing of receipt of compensation subject to offsets, Bain Capital Credit Client investors will generally not receive the full benefit of reductions or offsets.

Bain Capital Credit also receives fees for serving as named agent on certain middle market transactions. Generally Bain Capital Credit in turn retains a third party to serve as sub-agent on these transactions. Expenses incurred for the sub-agent services are typically fund payable. Bain Capital Credit generally will pass on any fees it receives for serving as named agent to participating Bain Capital Credit Clients. please register to get more info

Some, but not all, Bain Capital Credit Clients pay carried interest and other similar incentive fee arrangements (“Incentive Fees”). Certain investors in Bain Capital Credit Funds incur lower or no Incentive Fees. Incentive Fees often differ from one Bain Capital Credit Client to another, as well as among investors in the same Bain Capital Credit Fund. The payment by some, but not all, Bain Capital Credit Clients of Incentive Fees or the payment of Incentive Fees at varying rates (including varying effective rates based on the past performance of a Bain Capital Credit Client) creates an incentive for Bain Capital Credit to disproportionately allocate time, services or functions to Bain Capital Credit Clients paying Incentive Fees or Bain Capital Credit Clients paying Incentive Fees at a higher rate, or allocate investment opportunities to such Bain Capital Credit Clients. Please see Item 10 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by Bain Capital Credit. please register to get more info

Bain Capital Credit currently provides investment advisory services to Bain Capital Credit Funds. Investment advice is provided directly to Bain Capital Credit Funds (subject to, in the case of Bain Capital Credit Partnerships, the direction and control of the General Partner of each Bain Capital Credit Partnership) and not individually to investors in such Bain Capital Credit Fund. Bain Capital Credit also provides investment advisory and investment management services to various entities that are Separate Account Clients. In addition, Bain Capital Credit also provides certain resources and services to several of its subsidiaries. Except for the 1940 Act Funds, interests in Bain Capital Credit Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in Bain Capital Credit Funds (except for the 1940 Act Funds) include high net worth individuals, banks, thrift institutions, pension and profit sharing plans, sovereign wealth funds, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other business entities.

Minimum investment commitments are established for limited partners in Bain Capital Credit Funds (except for the 1940 Act Funds), which are no less than the legal eligibility requirements. Bain Capital Credit and, in the case of each Bain Capital Credit Partnership, the General Partner of such Bain Capital Credit Partnership, in its sole discretion, have in certain circumstances permitted investments that are less than the minimum investment commitment of such Bain Capital Credit Fund. Bain Capital Credit seeks to establish separately managed accounts with approximately a $100,000,000 base, although Bain Capital Credit, in is sole discretion, has in the past permitted, and has discretion to permit in the future, investments that are less than such amount. please register to get more info

Investment Strategies
Bain Capital Credit manages its Clients in accordance with their investment strategy, applicable Advisory Agreements, and other governing documents. Certain strategies and agreements may place more significant restrictions on Bain Capital Credit’s ability to make certain investments.

Bain Capital Credit monitors investments based on an analytical approach that generally involves evaluating the following investment characteristics:

Idea Generation Bain Capital Credit’s professionals identify new investment opportunities generally through three avenues: first, through industry analysis and relative value screens conducted by Bain Capital Credit’s investment professionals; second, through investment opportunities brought to Bain Capital Credit by its network of relationships, including private equity sponsors, fundless sponsors, law firms, restructuring advisers, commercial and investment banks, Bain Capital Credit affiliates, and ventures with other investment advisers; and third, through Bain Capital Credit’s proprietary sourcing efforts. Company Evaluation Market Definition. Traditionally, the first step in Bain Capital Credit’s fundamental competitive analysis is defining, as accurately as possible, the market in which a company competes. Market definition generally requires an assessment of the customer needs driving the consumption of a company’s products and services. If the market is defined too narrowly, substitute goods or services may be overlooked, and a company’s ability to affect pricing may be overestimated. Likewise, if the market is defined too broadly, competitive advantage may be underestimated. Many of the tools used in the definition process are derived from methodologies developed at consulting firms, market research firms, banks, and rating agencies. Market Size and Prospects for Growth. Once a market is defined, the next step in Bain Capital Credit’s analysis is to attempt to determine the dollar size of the market and to assess its growth prospects. Although market information may often be available through publicly available information, Bain Capital Credit’s professionals are trained to question the available data because of the inherent biases of the reporting authorities (e.g., trade publication, industry group and “independent” consultants). Bain Capital Credit seeks to identify the primary drivers of growth (i.e. demographic trends, buying habits, technological shifts) to validate conclusions drawn by the public information. If validation is not possible, Bain Capital Credit often derives its own industry growth model through primary source research.

Margin Analysis and Cost Structure. After examining the market environment in which a company operates, Bain Capital Credit typically scrutinizes the company’s historical performance and prospects. This analysis centers around the company’s sustainable margins and its quality of earnings. Bain Capital Credit professionals attempt to assess the sustainability of a company’s margins over time by tracking and projecting pricing trends in the industry (based on research regarding market definition, size and growth characteristics) and the company’s cost structure relative to its competitors. Bain Capital Credit generally assesses a company’s quality of earnings through detailed margin analyses as well as evaluation of a company’s return on assets, paying particular attention to one-time charges and extraordinary events.

Competitive Landscape. In evaluating a company’s prospects, Bain Capital Credit seeks to identify and assess the current and prospective competitors of that company. The scale economies, technological advantages, and cost efficiencies available to such competitors are generally compared and contrasted in order to benchmark a company’s relative strengths and weaknesses. Although a company may participate in a large, growing and otherwise attractive market, its prospects often depend on its ability to maintain a competitive advantage. Bain Capital Credit professionals are trained to analyze a competitive landscape in order to determine whether a company can be expected to perform at levels consistent with the business plan proffered by the company’s management or other sponsors. A significant portion of this analysis is often conducted through interviews of portfolio company executives, other industry contacts, as well as competitors and suppliers.

Corporate Structure and Access to Capital Markets. Bain Capital Credit reviews the corporate structure of each of its investments to understand how the company’s assets are distributed, which subsidiaries have the support of those assets and how any guarantees, liens or pledges will affect an investment in the company. Bain Capital Credit also analyzes an issuer’s capitalization, its financial flexibility, debt amortization requirements, and the covenants, terms and conditions of the issuer’s outstanding debt and equity securities. Reviewing the various covenant levels and compliance issues is an important part of Bain Capital Credit’s investment monitoring system. Bain Capital Credit’s professionals have extensive experience analyzing the corporate structure and covenant issues in each of the targeted asset classes. Third Party Diligence. As part of the diligence process for certain investments, Bain Capital Credit typically hires third party firms to conduct accounting, tax, valuation, legal, environmental and other diligence, as well as perform background checks on principals or management teams where appropriate. Regulatory, Tax and Legal Environment. As part of its review process for certain investments, Bain Capital Credit generally performs a review of potential regulatory, tax and legal contingencies to assess any potential negative impact on the company’s value or ability to continue as an ongoing concern. Portfolio Management. Bain Capital Credit manages portfolio risk by monitoring issuer and industry diversification, interest rate risk, currency risk and other risks applicable to Bain Capital On-going Investment Monitoring. Closely monitoring financial performance and market developments of portfolio investments is critical to successful investment management. Accordingly, Bain Capital Credit is actively involved in an on-going portfolio review process. To the extent a portfolio investment is not meeting its plan, Bain Capital Credit takes corrective action when appropriate.
Risks

Investing in loans, debt and equity securities, and other types of assets involves a substantial degree of risk. Bain Capital Credit Clients are in a position to lose all or a significant portion of their investments, and Separate Account Clients and investors in Bain Capital Credit Funds must be prepared to bear the risk of loss of their investments.

In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for Bain Capital Credit Clients in connection with those strategies and methods, include the following:

Nature of Bain Capital Credit Client Investments

Competitive Environment The business of investing in assets meeting Bain Capital Credit Clients’ investment objectives is highly competitive. Competition for investment opportunities includes a growing number of non- traditional participants, such as hedge funds, private and public mezzanine and subordinated debt funds, including business development companies, and other private investors, as well as more traditional lending institutions and competitors. Some of these competitors may have access to greater amounts of capital and to capital that may be committed for longer periods of time or may have different return thresholds than Bain Capital Credit Clients, and thus these competitors may have advantages not shared by Bain Capital Credit Clients. Increased competition for, or a diminishment in the available supply of, investments suitable for Bain Capital Credit Clients could result in lower returns on such investments. In addition, issuers may prefer to take advantage of favorable high yield or second-lien markets and issue subordinated debt in those markets, which could result in fewer investment opportunities for Bain Capital Credit Clients. Moreover, the identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. Bain Capital Credit Clients may incur significant expenses in connection with identifying investment opportunities and investigating other potential investments which are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other third party advisers. Concentration of Investments Except as set forth in the applicable Advisory Agreement, Bain Capital Credit Clients are generally not limited in the amount of capital that may be committed to any one investment, industry or sector, geography, or similar category or asset class. The economy of a particular country in which Bain Capital Credit Clients may invest is influenced by economic and market considerations in other countries in the region, particularly emerging market countries, and the rest of the world. Investors' reactions to events in one country can have adverse effects on the securities of companies and the value of property and related assets in other countries in which Bain Capital Credit Clients may invest. As such, Bain Capital Credit Client assets may not be diversified. Any such non- diversification would increase the risk of loss to a Bain Capital Credit Client if there were a decline in the market value of any security, category or asset class in which a Bain Capital Credit Client had invested a large percentage of its assets. If a large portion of the assets of a Bain Capital Credit Client is held in cash or similarly liquid form, such Bain Capital Credit Client’s performance would likely be adversely affected. Investment in a non-diversified fund will generally entail greater risks than investment in a “diversified” fund.

Market Disruption Risk, Terrorism Risk and Geopolitical Risk The military operations of the United States and its allies and the prevalence of terrorist attacks and instability in various parts of the world could have significant adverse effects on the economy of a particular country or region in which Bain Capital Credit Clients may invest, as well as the global economy. Regional tensions, conflicts, hostilities, terrorist attacks or threats of terrorist attacks and political unrest may create an unstable geopolitical climate that could have a material effect on general economic conditions, market conditions and market liquidity globally. Bain Capital Credit Clients could therefore be adversely affected by social instability, changes in government administrations and policies or economic, political, legal or regulatory developments that are not within Bain Capital Credit Clients’ control. In addition, certain illnesses spread rapidly and have the potential to significantly affect the global economy. Terrorist attacks, in particular, may exacerbate some of the foregoing risk factors. Attempted, ongoing, failed or even initially well- regarded negotiations between the United States and countries subject to continued international sanctions may negatively affect the global economy and may have amplified effects on emerging market country economies, securities markets and valuations. A terrorist attack involving, or in the vicinity of, an investment may result in a loss far in excess of available insurance coverage. These types of events could impact imports from, or exports to, such geographies with an adverse impact on the economy as a whole, any industry, and/or the operations of any particular investment of Bain Capital Credit Clients. Bain Capital Credit cannot predict the likelihood of these types of events occurring in the future nor how such events may affect Bain Capital Credit Clients. Geographic Risk Bain Capital Credit Clients invest across a multitude of countries and regions. Certain Bain Capital Credit Clients may be wholly or primarily dedicated to investments in a specific region while other Bain Capital Credit clients may allocate capital across multiple regions. Investments in some of these countries and regions may incur additional risk due to the social, political, governmental, and legal infrastructure in such locations. Certain countries may face social and political instability resulting from government decisions, popular unrest, hostile relations with neighboring countries, ethnic, racial, and religious conflict, or other factors. Additionally, certain countries may have underdeveloped markets, legal systems, or other structures critical to the facilitation of an investment in those countries. Investments by Bain Capital Credit Clients in such countries involve greater risk of economic loss due to the potential for unforeseen changes or developments in the political or social environment and potential for limited liquidity. Reliance on Management of Bain Capital Credit Partnerships Limited partners in Bain Capital Credit Partnerships have no right or power to take part in the management of a Bain Capital Credit Partnership. In addition, such limited partners will not have an opportunity to evaluate the relevant economic, financial or other information regarding specific investments made by Bain Capital Credit Partnerships or the terms of any investment. An investor in a Bain Capital Credit Partnership must rely upon the ability of Bain Capital Credit and its advisers in identifying and implementing investments. Accordingly, no investor should purchase a limited partnership interest in a Bain Capital Credit Partnership unless such investor is willing to entrust all aspects of the management of a Bain Capital Credit Partnership to the General Partner and Bain Capital Credit.

The success of a Bain Capital Credit Partnership is highly dependent on the financial and managerial expertise of Bain Capital Credit. Although Bain Capital Credit has attempted to foster a team approach to investing, the loss of key individuals employed by Bain Capital Credit could have a material adverse effect on the performance of a Bain Capital Credit Partnership. In addition, a number of members of the professional staff of Bain Capital Credit are investors in, and are actively involved in managing the investment decisions of, other Bain Capital Credit Partnerships advised by Bain Capital Credit. Accordingly, the members of the professional staff of Bain Capital Credit will have demands on their time for the investment, monitoring and other functions of other Bain Capital Credit Partnerships advised by Bain Capital Credit.

Reliance on the Adviser An investor must rely on Bain Capital Credit’s ability to identify and make investments consistent with Bain Capital Credit Clients’ investment objectives and policies. Bain Capital Credit may be unable to find a sufficient number of attractive opportunities to invest Bain Capital Credit Clients’ committed capital or meet its investment objectives. Further, there can be no assurance that what Bain Capital Credit perceives as an attractive investment opportunity will not, in fact, result in substantial losses due to one or more of a wide variety of factors. Investors have no right or power to take part in the management of Bain Capital Credit Clients. Investors will not receive the detailed financial information issued by portfolio investments which is available to Bain Capital Credit. Accordingly, no person should purchase Bain Capital Credit Client interests unless such person is willing to entrust all aspects of the management of the investment vehicle to the Bain Capital Credit. The loss of the services of one or more of the members of the professional staff of Bain Capital Credit could have an adverse impact on a Bain Capital Credit Client’s ability to realize its investment objective. In addition, it is expected that all of the officers and employees responsible for managing or advising Bain Capital Credit Clients will continue to have responsibilities with respect to other funds and accounts managed and advised by Bain Capital Credit. Thus, such persons will have demands made on their time for the investment, monitoring, exit strategy and other functions of other funds and accounts. In addition, the limited partnership agreement and the investment management agreement will limit the circumstances under which Bain Capital Credit and its respective affiliates can be held liable to Bain Capital Credit Clients. As a result, investors may have a more limited right of action in certain cases than they would in the absence of such provisions. Risks of Joint Venture Investments Bain Capital Credit makes investments through joint ventures or other entities with another person or entity (including third parties and funds, separate accounts or co-investment capital managed by Bain Capital Credit). Such investments may involve risks not present in investments where a co- investor is not involved, including diverging investment interests of the Bain Capital Credit Clients and co-investor, dysfunctional management, increased costs, greater illiquidity, the possibility that a co-investor may have financial difficulties resulting in a negative impact on such investment, or may have economic or business interests or investment objectives which are inconsistent with those of the Bain Capital Credit Clients. The joint venture agreement between Bain Capital Credit Clients and a co-investor may grant a co-investor veto powers with respect to major decisions concerning the management, financing or disposition of an investment, which could allow a co-investor to block an action, contrary to the Bain Capital Credit Clients’ investment objectives, and could increase the risk of deadlocks that may adversely affect investment liquidity, values and returns. Bain Capital Credit Clients may be subject to various costs and fees relating to such ventures, including on occasion additional performance-based or asset-based fees or allocations that may be paid to third party operating partners. Bain Capital Credit Clients may bear or be responsible for more than their pro rata share (based on relative equity participation) of expenses, guarantees and/or recourse liabilities, including environmental and other “non-recourse carveout” or so-called “bad boy” liabilities. Bain Capital Credit Clients may hold a non-controlling interest in certain investments and, therefore, may have a limited ability to protect its position in such investments, although Bain Capital Credit expects to procure appropriate rights to protect the Bain Capital Credit Clients’ interests.

If the Bain Capital Credit Clients and co-investors have the ability to dispose of their interests in the investment separately, a disposition of a large position by one party may depress the market value of the continuing investment of the remaining co-investors (possibly including the Bain Capital Credit Clients), or may reduce the price available to other co-investors (possibly including the Bain Capital Credit Clients) which may also be disposing of their respective investments. In addition, agreements governing joint ventures often contain restrictions on the transfer of a co-investor’s interest, “buysell” mechanisms or similar provisions that may require Bain Capital Credit Clients to obtain the consent of a co-investor prior to divesting their interest in the joint venture or result in the purchase or sale of the Bain Capital Credit Clients’ interest at a disadvantageous time or on disadvantageous terms. If a co-investor removes its general partner or manager or terminates prior to a Bain Capital Credit Client, the ability of the Bain Capital Credit Client to exercise certain rights associated with its investments may require the cooperation of a successor general partner/manager or other persons. In addition, a Bain Capital Credit Client may be liable for actions of its co-investors. It may not be practicable or possible to review the qualifications, condition or suitability of prospective co- investors or partners. Senior Advisers and Third Party Service Providers Bain Capital Credit retains third parties to provide services in relation to its investment activities and operations. In particular, third parties may be retained to provide sourcing, consulting or advisory services, including services related to the development of investment theses and investment opportunities in a given sector or deal analyses (in each case, services may, for the avoidance of doubt, be provided prior to the commencement of an investment). Additional third party consultants, legal advisers, accountants, investment banks and others may be retained to assist in the investment due diligence process to varying degrees depending on the particular investment. Bain Capital Credit may also retain one or more individuals in connection with establishing platforms for investments, operating portfolio companies or providing other similar services.

Generally speaking, individuals or parties engaged in whole or in part to identify, source, diligence, and/or provide other related advisory services related to investments are referred to as “Senior Advisers.” Bain Capital Credit may, in addition, engage or enter into an agreement with a specific type of third party known as a Fundless Sponsor, which is an individual or entity that receives a fee in exchange for sourcing and managing private investments, typically in middle market companies. Collectively, these entities – in conjunction with any other service provider engaged by Bain Capital Credit for any investment-related purpose – are referred to as “Third Parties.”

Such involvement of Third Parties may present a number of risks primarily relating to Bain Capital Credits’ reduced control of the functions that are outsourced. Bain Capital Credit may rely on the findings of Third Parties in making investment and management decisions. While no Third Party providing services to Bain Capital Credit will have any fiduciary duties to Bain Capital Credit or Bain Capital Credit Clients, they may be entitled to indemnification under the terms of their service contracts or other arrangements entered into with Bain Capital Credit Clients or Bain Capital Credit; the costs and expenses of such indemnification would be borne by Bain Capital Credit Clients. In certain circumstances, Bain Capital and its employees may have other relationships with Third Parties which make Bain Capital Credit more likely to engage that provider. Fees paid to Third Parties are structured in various manners, including but not limited to, as a retainer, as incentive compensation (such as success fees or carried interest) and/or based on the particular services provided. Some or all of these fees will be borne by Bain Capital Credit Clients and will not reduce the management fees owed to Bain Capital Credit. Third Parties may also be granted preferential equity interests (including stock options) in one or more portfolio companies, which they may not have received if they did not have an ongoing relationship with Bain Capital Credit and Bain Capital Credit Clients. Any such preferential equity interests (including any stock options) will not be for the benefit of Bain Capital Credit, and the value of such preferential interests (including any such stock options) will not reduce the management fees owed to Bain Capital Credit even if the payment of such fees or granting of such preferential equity interests have the effect of reducing payments to such Third Parties by Bain Capital Credit. These Third Parties also may incur expenses in the course of their work, and some or all of these expenses could be borne by Bain Capital Credit Clients. These items are subject to the applicable offering materials, agreements, and governing documents of particular Bain Capital Credit Clients, and may vary among Bain Capital Credit Clients. Expedited Investment Decisions Investment analyses and decisions by Bain Capital Credit will frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In these cases, the information available to Bain Capital Credit at the time of making an investment decision may be limited. Therefore, no assurance can be given that Bain Capital Credit will have knowledge of all circumstances that could adversely affect an investment. In addition, Bain Capital Credit expects to rely upon independent consultants and other sources in connection with its evaluation of proposed investments, and no assurance can be given as to the accuracy or completeness of the information provided by such independent consultants or other sources, or as to Bain Capital Credit Clients’ right of recourse against them in the event errors or omissions do occur. Reinvestment Risk Certain Bain Capital Credit Clients will generally reinvest without limitation any proceeds from investments for a specified period of time. The objective of reinvesting such capital contributions is to provide ongoing additional capital to potentially increase the total return from the investments to the partners. However, if such proceeds are reinvested, the limited partners’ capital will continue to be subject to the risk of loss for a longer period of time. If reinvested proceeds are lost, such loss would offset at least a portion of any gains that may have been realized from prior investments of Bain Capital Credit Clients, and it is possible that any such loss could exceed any such prior gains, thereby resulting in a possible loss of at least a portion of the limited partners’ investments in Bain Capital Credit Clients.

Follow-On Investments Following its initial investment in a portfolio company, Bain Capital Credit Clients may decide to provide additional funds to such portfolio company. There is no assurance that Bain Capital Credit Clients will make follow-on investments or that Bain Capital Credit Clients will have sufficient funds to make all or any of such investments. Any decision by Bain Capital Credit Clients not to make follow-on investments or its inability to make such investments may have a substantial adverse effect on a portfolio company in need of such an investment. Additionally, a failure to make such investments may result in a lost opportunity for Bain Capital Credit Clients to increase its participation in a successful portfolio company or the dilution of Bain Capital Credit Clients’ ownership in a portfolio company if a third party invests in the portfolio company.

Warehoused Investments Bain Capital Credit and Bain Capital Credit Clients may hold one or more investments (subject to applicable laws and regulations) for other Bain Capital Credit Clients. Bain Capital Credit will determine, in its discretion, when to transfer such investments to Bain Capital Credit Clients, which will affect the amount of interest that will accrue to and be paid to Bain Capital Credit or Bain Capital Credit Clients upon such transfer and/or redemption. Because the value of the investments may decline prior to their transfer to Bain Capital Credit Clients, there can be no assurance that their value will not be less than their cost to Bain Capital Credit Clients, at the time of the transfer. Although the value of any investments made during this period may decline, in some cases significantly prior to the admission of such investors, Bain Capital Credit Funds will be required to repay Bain Capital Credit or the applicable Bain Capital Credit Client any such amounts, plus interest. Leverage Bain Capital Credit causes certain Bain Capital Credit Clients to utilize leverage directly and indirectly. The use of leverage will increase the volatility of the investments in a Bain Capital Credit Client portfolio. While the use of borrowed funds will increase returns if a Bain Capital Credit Client earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage will decrease returns if a Bain Capital Credit Client fails to earn as much on such incremental investments as it pays for such investment. Therefore, the effect of leverage often will result in a greater decrease in the net asset value of a Bain Capital Credit Client than if a Bain Capital Credit Client was not so leveraged. Certain Bain Capital Credit Clients have in the past and may in the future enter into one or more prime brokerage agreements. A Bain Capital Credit Client utilizes leverage to the extent under these agreements that a Bain Capital Credit Client engages in trading on margin by borrowing funds and pledging securities as collateral. In addition to the general risk posed by using leverage, any use by a Bain Capital Credit Client of short-term margin borrowings will result in certain additional risks to a Bain Capital Credit Client. For example, the securities pledged to brokers to secure a Bain Capital Credit Client’s margin accounts could be subject to a “margin call,” pursuant to which a Bain Capital Credit Client would be required to either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. A sudden, precipitous drop in value of a Bain Capital Credit Client’s assets accompanied by corresponding margin calls could force a Bain Capital Credit Client to liquidate assets quickly, and not for fair value, in order to pay off its margin debt. Bain Capital Credit Clients also use leverage by participating in total rate of return swaps.

Valuation Bain Capital Credit values the investments owned by Bain Capital Credit Clients. Bain Capital Credit will exercise its discretion in seeking to value these investments in good faith. There is no actively traded market for some of the securities or investment products owned by Bain Capital Credit Clients. When estimating fair value, Bain Capital Credit will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities are ultimately sold. Third-party pricing information, including service providers, may not be available or used regarding certain assets. The exercise of discretion in valuation by Bain Capital Credit gives rise to conflicts of interest, as the performance allocation in certain Bain Capital Credit Clients is calculated based, in part, on these valuations and such valuations affect performance calculations. In addition, Bain Capital Credit may or may not value the investments consistently with how the same or similar investments are valued by other Bain Capital advisers. The valuations determined by Bain Capital Credit may ultimately have an impact on the net asset value (“NAV”) of Bain Capital Credit Clients. There is a risk that if the valuations made by Bain Capital Credit are inaccurate, the NAV of a Bain Capital Credit Client could differ markedly from the underlying value of the assets comprising the NAV. This inconsistency may only be realized when assets were sold or otherwise disposed of, at which point the Bain Capital Credit Client may realize a loss. Trading Risk Bain Capital Credit’s trade error policy only requires Bain Capital Credit to reimburse Bain Capital Credit Clients for any losses resulting from Bain Capital Credit’s breach of the applicable standard of care in placing, executing, or settling a trade. Although Bain Capital Credit’s personnel endeavor to take the utmost care in implementing investment decisions on behalf of each of Bain Capital Credit Client, trade errors do occur and could have a material adverse impact on the performance of any or all Bain Capital Credit Clients. While Bain Capital Credit endeavors to make its clients whole when trade errors occur, calculating the exact amount owed to a Bain Capital Credit Client involves discretion and there may be various reasonable approaches. Bain Capital Credit will seek to calculate the amount owed in good faith.

Different risks exist with respect to investments in different Bain Capital Credit Clients. The risks associated with an investment in any particular Bain Capital Credit Client will generally be substantially impacted by the nature and timing of the market.

Compliance with Sanctions, FCPA, and Anti-Corruption Requirements Economic and trade sanction laws and regulations in the United States, the European Union and other jurisdictions may prohibit Bain Capital Credit Clients from transacting, directly or indirectly, with certain countries, territories, entities and individuals. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State’s Office of Economic Sanctions Policy and Implementation (“ESPI”) administers and enforces laws, executive orders, regulations and related authorities establishing U.S. economic and trade sanctions. Such economic and trade sanctions prohibit, among other things, transactions with, and the provision of services to, directly or indirectly, certain countries, territories, entities and individuals (“Sanctioned Parties”). These Sanctioned Parties include certain non-U.S. countries and individuals and entities listed on OFAC’s list of Specially Designated Nationals (as such list may be amended from time to time), which includes certain designated narcotics traffickers, certain entities and persons engaged in activities related to the proliferation of weapons of mass destruction and other parties subject to OFAC economic and trade sanctions programs. In addition, certain programs administered by OFAC and ESPI prohibit dealing with certain individuals or entities, including individuals or entities in certain countries or of certain nationalities, regardless of whether such individuals or entities appear on the lists maintained by OFAC and ESPI. It is possible that these types of U.S. and other economic and trade sanctions law and regulations may significantly restrict or completely prohibit Bain Capital Credit Clients’ intended investment activities. As a result, Bain Capital Credit Clients may be adversely affected because of their unwillingness to participate in transactions that may violate such laws or regulations. Such laws and regulations may make it difficult or impossible in certain circumstances for Bain Capital Credit Clients to act expeditiously or successfully on investment opportunities. Costs of Complying with Regulations The operations of Bain Capital Credit Clients are subject to material federal, state and local laws, rules and regulations, as well as the laws, rules and regulations of non-U.S. jurisdictions, which could materially adversely affect the Bain Capital Credit Clients. Generally, investments are subject to various laws, ordinances, rules and regulations. Changes in U.S. federal, state and local laws, rules and regulations, and, to the extent applicable, non-U.S laws, rules and regulations, could negatively affect the ability of Bain Capital Credit Clients and their investments. Risks of Investments General Market and Credit Risks of Debt Securities Debt portfolios are subject to credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument likely will affect its credit risk. Credit risk typically changes over the life of an instrument and securities which are rated by rating agencies are often reviewed and are subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in interest rates. Factors that generally affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, money supply and the monetary policies of the Federal Reserve Board and central banks throughout the world, international disorders and instability in domestic and foreign financial markets. Interest rate changes affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including, among other factors the index chosen, frequency of reset and reset caps or floors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Bain Capital Credit expects that it will periodically experience imbalances in the interest rate sensitivities of Bain Capital Credit Clients’ assets and liabilities and the relationships of various interest rates to each other. In a changing interest rate environment, if Bain Capital Credit does not manage this risk effectively, then a Bain Capital Credit Client’s performance could be adversely affected. In addition, Bain Capital Credit Clients’ investments are generally expected to include subordinated or unsecured debt investments issued with a fixed yield; thus, credit risk and interest rate risk are often greater than those generally applicable to other types of debt investments.

The credit markets have experienced an unprecedented degree of dislocation since 2007. Bain Capital Credit seeks to capitalize on opportunities created by this dislocation, but this strategy carries significant risk of substantial loss if the market dislocation continues or is exacerbated by other events, such as the failure of significant financial institutions or hedge funds, dislocations in other investment markets, or extrinsic events. Middle Market Companies Certain Bain Capital Credit Clients invest in small and/or less well-established companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they lack the management experience, financial resources, product diversification and the competitive strength of larger corporations. These characteristics generally contribute to more volatile prices for the assets of these companies, a greater risk of bankruptcy or insolvency, and illiquidity, which, in turn would adversely affect the price and timing of liquidation of Bain Capital Credit’s investments. Adverse Effect of Economic Conditions Bain Capital Credit Clients and the companies in which Bain Capital Credit Clients often invest are typically adversely affected by deteriorations in the financial markets and economic conditions throughout the world, some of which magnify the risks described herein and have other adverse effects. Deteriorating market conditions could result in increasing volatility and illiquidity in the global credit, debt and equity markets generally. The duration and ultimate effect of recent market conditions cannot be forecast, nor is it known whether or the degree to which such conditions will remain stable or worsen. Deteriorating market conditions and uncertainty regarding economic markets generally could result in declines in the market values of potential investments or declines in the market values of investments after they are made or acquired by Bain Capital Credit Clients. It would be expected that such declines will be exacerbated by other events, such as the failure of significant financial institutions or hedge funds, dislocations in other investment markets or other extrinsic events. In addition, such declines could lead to weakened investment opportunities for Bain Capital Credit Clients, could prevent Bain Capital Credit Clients from successfully meeting their investment objectives and/or could require Bain Capital Credit Clients to dispose of investments at a loss while such unfavorable market conditions prevail.

Operating and Financial Risks of Investments Companies in which Bain Capital Credit Clients invest often face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, or a larger number of qualified managerial and technical personnel. As a result, portfolio companies which Bain Capital Credit expects to be stable at times will operate at a loss or have significant variations in operating results, at times will require substantial additional capital to support their operations or to maintain their competitive position or at times will have a weak financial condition or be experiencing financial distress.

Portfolio companies often issue certain types of debt, such as mezzanine or high yield, in connection with leveraged acquisitions or recapitalizations in which the portfolio company incurs a substantially higher amount of indebtedness than the level at which it had previously operated.

Risk of Minority Positions Bain Capital Credit Clients often holds minority positions in investments. While Bain Capital Credit Clients may seek to get the appropriate governance and exit rights at the time of investment, there may be instances in which Bain Capital Credit Clients may not be able to exercise control over such investments. In addition, in certain situations, including where the businesses are in bankruptcy or undergoing a reorganization, minority investors may be subject to the decisions taken by majority investors, and the outcome of a Bain Capital Credit Client’s investment may depend on such majority controlled decisions, which decisions may not be consistent with a Bain Capital Credit Client’s objectives. Guarantees of Portfolio Companies Bain Capital Credit Clients, any investment vehicles through which they invest, or other investment subsidiaries, may guarantee the obligations of portfolio investments. If a portfolio investment for which Bain Capital Credit Clients have guaranteed debt obligations defaults on its obligations, they may be required to satisfy such obligation. In order to do so, Bain Capital Credit Clients may call capital, recall distributions or liquidate some or all of their investments prematurely at potentially significant discounts to fair value. For example, in connection with certain investments, Bain Capital Credit Clients may provide completion or performance guarantees. In such cases, they may be required to indemnify the purchasers of the investment for any losses incurred in connection with such guarantee. In addition, certain financing arrangements with respect to the investments of Bain Capital Credit Clients may require “bad act” guarantees, and in the event that such a guarantee is called, the assets of the Fund could be adversely affected. “Bad act” guarantees typically provide that the lender can recover losses from the guarantors for certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by lender. Moreover, “bad act” guarantees could apply to actions of joint venture partners, parallel vehicles, or any other investment vehicles associated with the investments of Bain Capital Credit Clients. Bain Capital Credit and the General Partners of Bain Capital Credit Partnerships expect to negotiate indemnities from such parties to protect against such risks, and conversely expect that such parties would similarly negotiate indemnities from the Bain Capital Credit Clients. Accordingly, there remains the possibility that the acts and/or liabilities of such parties could result in liability to one or more assets of Bain Capital Credit Clients under such guarantees and indemnity arrangements.

Risks Regarding Dispositions of Portfolio Companies In connection with the disposition of an investment in a portfolio company, a Bain Capital Credit Client or its affiliates may be required to make representations and warranties about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. A Bain Capital Credit Client or its affiliates may also be required to indemnify (or to otherwise participate in the indemnification of) the purchasers of an investment to the extent that any of these representations and warranties turns out to be inaccurate or misleading. These arrangements may result in liabilities for Bain Capital Credit Clients, depending upon recontribution obligations owed to the portfolio company. Liabilities incurred by the investment vehicles in connection with the disposition of interests in portfolio companies may cause Bain Capital Credit to call capital, recall distributions made to Bain Capital Credit Clients, or liquidate some or all of its investments prematurely at potentially significant discounts to fair value.

Bankruptcy and Other Proceedings Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions which may be contrary to the interests of Bain Capital Credit Clients. Furthermore, there are instances where creditors and equity holders lose their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and Bain Capital Credit Clients; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will in most cases not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal. NAV Adjustments Bain Capital Credit or the General Partner of a Bain Capital Credit Partnership may, under certain circumstances, restate the NAV of a Bain Capital Credit Client or a class of interests in respect of a prior period. In such event, subject to the Advisory Agreement or other analogous organizational document, Bain Capital Credit may adjust the NAV of the interests held by the affected investors (to the extent such investors remain so at the time of the restatement) and under certain circumstances as further provided in the Advisory Agreement or analogous organizational document, seek payment of certain amounts from former investors. If Bain Capital Credit elects, in its sole discretion, not to seek the payment of such amounts from a current or former investor or is unable to collect such amounts from a current or former investor, the NAV of the Bain Capital Credit Client will be less than it would have been had such amounts been collected. In such case, any corresponding restatement of and reduction in the NAV of the Bain Capital Credit Client will be borne by the remaining investors.

Potential Illiquidity of Investments The market value of the investments of each Bain Capital Credit Client will fluctuate with, among other things, changes in market rates of interest, general economic conditions and economic conditions in particular industries, the condition of financial markets and the financial condition of the issuers of a Bain Capital Credit Client’s investments.

In particular, major market upsets (including those caused by war, terrorism, or other world events), general market cessations, changes in interest rates, availability of credit, inflation rates, political and economic uncertainty, changes in laws (including laws relating to taxation of a Bain Capital Credit Client’s investments), trade barriers, currency exchange rates and controls, government debt burdens and monetary and deficit policies, the relative volatility between investments or equity derivative risk, the participation by other investors in the financial markets, macroeconomic dislocations and revaluations, the effectiveness of a Bain Capital Credit Client’s hedging and risk management strategies and extreme market conditions can affect the value of a Bain Capital Credit Client’s investments. These factors may affect the level and volatility of investment prices and the liquidity of a Bain Capital Credit Client’s investments. Volatility or illiquidity could impair a Bain Capital Credit Client’s profitability or result in losses. General fluctuations in the market prices of securities and economic conditions may reduce the availability of attractive investment opportunities for Bain Capital Credit Clients and may affect Bain Capital Credit Clients’ ability to make investments and the value of the investments held by Bain Capital Credit Clients. Instability in the securities markets and economic conditions generally may also increase the risks inherent in Bain Capital Credit Clients’ investments. From time to time, periods of increased volatility in the public securities markets and/or a tightening of the credit markets may severely hamper the ability of companies to obtain financing for ongoing operations or expansions. Moreover, it remains unknown whether governmental measures undertaken in response to such turmoil (whether regulatory or financial in nature) will have a positive or negative effect on market conditions. During these periods, there can be no assurance when and if the market will become more liquid. The ability to realize investments depends on political, market and economic conditions at the time of such realizations. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of Bain Capital Credit Clients to buy, sell and partially dispose of their investments. Bain Capital Credit Clients may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and a Bain Capital Credit Client may find itself unable to dispose of investments at prices that Bain Capital Credit believes reflect the fair value of such investments. The duration and ultimate effect of market conditions and whether such conditions may improve or worsen cannot be predicted.

In addition, the lack of an established, liquid secondary market for some of Bain Capital Credit Clients’ investments may sometimes have an adverse effect on the market value of such investments and on Bain Capital Credit Clients’ ability to dispose of them. Additionally, if Bain Capital Credit Clients’ investments are subject to certain transfer restrictions this will contribute to illiquidity. Finally, assets of Bain Capital Credit Clients that are typically traded in a liquid market will likely become more illiquid if the applicable trading market tightens as a result of a significant macro- economic shock or for any other reason. Therefore, no assurance can be given that, if Bain Capital Credit is determined to cause the disposal of a particular such investment held by a Bain Capital Credit Client, it could dispose of such investment at the prevailing market price. Illiquidity adversely affects the price and timing of liquidation of Bain Capital Credit Clients’ investments upon the redemption of an investor’s interest, to pay expenses of Bain Capital Credit Clients or to pay the Advisory Fee.

A portion of a Bain Capital Credit Client’s investments consist of securities that are subject to restrictions on resale by such Bain Capital Credit Client because they were acquired in a “private placement” transaction or because such Bain Capital Credit Client is deemed to be an affiliate of the issuer of such securities. Generally, a Bain Capital Credit Client will be able to sell such securities only under Rule 144 under the Securities Act, which permits limited sales under specified conditions, or pursuant to a registration statement under the Securities Act. When restricted securities are sold to the public, there is a possibility that a Bain Capital Credit Client will be deemed to be an underwriter or possibly a controlling person, with respect thereto for the purposes of the Securities Act and be subject to liability as such under the Securities Act.

If Bain Capital Credit, from time to time, possesses material, non-public information about a borrower or issuer or Bain Capital Credit is an affiliate of a borrower or an issuer, then such information or affiliation will limit the ability of the applicable Bain Capital Credit Client to buy and sell investments.

Leveraged Investments While investments in highly leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Some of Bain Capital Credits Clients’ investments may involve high degrees of leverage, including as a result of borrowing at one or more levels of the investment structure or as a result of implicit leverage through derivative transactions. Recessions, operating problems and other general business and economic risks can have a more pronounced effect on the profitability or survival of highly leveraged companies. Portfolio companies often issue certain types of debt in connection with leveraged acquisitions or recapitalizations in which the portfolio company incurs a substantially higher amount of indebtedness than the level at which it had previously operated. Leverage generally has important consequences to these portfolio companies and Bain Capital Credit Client as an investor. For example, the substantial indebtedness of a portfolio company could (i) limit its ability to borrow money for its working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes; (ii) require it to dedicate a substantial portion of its cash flow from operations to the repayment of its indebtedness, thereby reducing funds available to it for other purposes; (iii) make it more highly leveraged than some of its competitors, which may place it at a competitive disadvantage and (iv) subject it to restrictive financial and operating covenants, which may preclude it from favorable business activities or the financing of future operations or other capital needs.

A leveraged portfolio company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used. In addition, a portfolio company with a leveraged capital structure will be subject to increased exposure to adverse economic factors, such as a significant rise in interest rates, a severe downturn in the economy or deterioration in the condition of that portfolio company or its industry. If a portfolio company is unable to generate sufficient cash flow to meet all of its obligations, it will generally take alternative measures (e.g., reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure, extend or refinance indebtedness). These actions will often negatively affect Bain Capital Credit Client’s investment in such a portfolio company.

Bain Capital Credit Client’s ability to achieve attractive rates of return on investments will depend on the ability of its portfolio companies to access sufficient sources of debt at attractive rates. However, availability of capital from the debt markets is subject to volatility from time to time, and there may be times when a Bain Capital Credit Client might not be able to access those markets at attractive rates, or at all, when completing an investment. Also, increased interest rates generally increase portfolio company interest expenses. In the event a portfolio company cannot generate adequate cash flow to meet its debt service obligations, a Bain Capital Credit Client is likely to suffer a partial or total loss of capital invested in the portfolio company.

Reliance on Management of Portfolio Companies Although Bain Capital Credit intends to invest in companies that have strong management teams and/or to assist in enhancing management teams, there can be no assurance that any company’s management team will be able to operate successfully. Companies often face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, or a larger number of qualified managerial and technical personnel. As a result, companies that Bain Capital Credit expects to be stable will at times likely operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive position or have a weak financial condition or be experiencing financial distress. In addition, instances of fraud and other deceptive practices committed by the management team of companies in which a Bain Capital Credit Client has an investment may undermine Bain Capital Credit’s due diligence efforts with respect to such companies. The success or failure of a company, including its compliance with applicable law, will depend to a significant extent on the company’s management team. Fraud The value of investments made by Bain Capital Credit Clients may be adversely affected by material misrepresentation, omission, inaccuracy or incompleteness on the part of a borrower or the issuer. Such material misrepresentation, omission, inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of Bain Capital Credit Clients to enforce any security in respect of such loans. Control Investments It is expected that Bain Capital Credit Clients may obtain controlling interests in certain of the portfolio companies in which they invest. The exercise of such control may result in additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws), pension plan underfunding, or other types of liability in which the limited liability generally applicable to business ownership may be ignored. If any of these liabilities were to arise, Bain Capital Credit Clients could suffer a significant loss.

Non-Control Investments Bain Capital Credit Clients expect to hold non-controlling interests in certain portfolio companies and, therefore, may have a limited ability to protect their position in such portfolio companies. As a condition of making non-controlling investments in portfolio companies, Bain Capital Credit Clients will typically seek to obtain appropriate shareholder rights to protect a Bain Capital Credit Client’s investment, but it may not necessarily pursue or obtain appropriate shareholder rights to protect the Bain Capital Credit Client’s investment, but it may not necessarily pursue or obtain such rights in all cases. If the Bain Capital Credit Client does not have a controlling position or other shareholder rights to protect its interests, it is possible that a portfolio company could take actions that negatively impact the value of the Bain Capital Credit Client’s investment or that prevent the Bain Capital Credit Client from disposing of its investment in the portfolio company. The mere fact that the General Partner disagrees with decisions made by other investors in a portfolio company likely will not trigger any particular ability of the Bain Capital Credit Client to dispose of its investment in such portfolio company, with the result that the value of the Bain Capital Credit Client’s investment in a portfolio company may be materially impacted by the decisions of other investors.

Third Party Litigation In addition to litigation relating to the bankruptcy process as described below under “Item 8: Risks —DIP Loans,” Bain Capital Credit Clients’ investment act please register to get more info

In relation to certain equity ownership reports that were inadvertently filed late in 2010 and thereafter in amendments, Bain Capital Credit, LP, in September 2014, voluntarily agreed, without admitting any wrongdoing, to pay a $68,000 penalty as part of a settlement with the SEC. Under Section 13(d) of the Securities Exchange Act of 1934 and related rules, any person who has acquired beneficial ownership of more than 5% of certain equity securities must file, within 10 days, a disclosure statement with the SEC, and must amend its filings when material changes occur. There is no state of mind requirement for Section 13(d) reporting requirements, and the inadvertent failure to timely file a required report constitutes a violation. The filings were made with respect to equities held in Bain Capital Credit’s Special Situations business. The SEC considered that Bain Capital Credit took remedial steps and recognized its cooperation in the matter. The penalty was paid by Bain Capital Credit and was not borne by any Bain Capital Credit Clients or investors in any Bain Capital Credit Client. please register to get more info

Various entities serve as general partners of Bain Capital Credit Partnerships. One of several limited liability companies serves as the general partner or in a similar capacity of the general partner of each Bain Capital Credit Partnership.
Affiliated Advisers
Bain Capital Credit has affiliated advisers based in the U.S., many of which focus primarily on a different area of investment management, although such areas overlap from time to time (such advisers, the “U.S. Affiliate Advisers”). Each U.S. Affiliate Adviser is registered as an investment adviser with the SEC. The U.S. Affiliate Advisers currently include: - Bain Capital Double Impact, LP, which focuses on equity investing in impact- or mission- oriented companies and more traditional companies with positive impact products and services;

- Bain Capital Life Sciences, LP, which focuses on equity investing in biopharmaceutical, medical device, diagnostics and enabling life science technology companies;

- Bain Capital Tech Opportunities, LP, which focuses on equity investing in technology and technology-enabled companies;

- Bain Capital Private Equity, LP, which focuses on leveraged buyouts and growth capital in a wide variety of industries;

- Bain Capital Public Equity, LP, the public equity affiliate of Bain Capital, whose primary objective is investing in securities of publicly-traded companies that offer opportunities to realize substantial long-term capital appreciation;

- Bain Capital Real Estate, LP, the real estate affiliate of Bain Capital, whose primary objective is to research and advise on real estate and real estate-related investments;

- Bain Capital Ventures, LP, the venture capital arm of Bain Capital, which focuses on seed through late-stage growth equity investing in software, hardware, information, healthcare and technology-driven business services companies;

- Boylston Advisors, LP, which focuses on providing alternative investment opportunities to current and former personnel of Bain Capital and invests primarily in third party private fund managers via managed funds of funds and direct investments. In addition, Boylston Advisors, LP related persons also serve as the general partners to investment vehicles whose primary purpose is to invest in, or co-invest with, investment funds managed by Bain Capital Credit and other Affiliate Advisers for the benefit of employees and former employees of Bain Capital and its affiliates; and - Bain Capital Partnership Strategies, LP, the capital allocation affiliate of Bain Capital, which focuses on creating strategic partnerships with third party fund managers, principally in the emerging markets public equity and independent return strategies. In addition, Bain Capital Distributors, LLC, is a broker-dealer registered with the SEC and is a member of FINRA. Bain Capital Distributors places securities and instruments issued by certain private investment funds that Bain Capital Credit and its affiliates manage. In addition to the U.S. Affiliate Advisers, Bain Capital Private Equity (Europe), LLP, Bain Capital Investments (Europe) Limited, Bain Capital Private Equity (Japan), LLP, Bain Capital Private Equity (Hong Kong), LLP, Bain Capital Investments (Luxembourg) S.A.R.L., affiliates of Bain Capital, are licensed in their applicable jurisdictions with various regulators (together with the U.S. Affiliate Advisers, the “Affiliate Advisers”). The U.S., European, and Asian Affiliate Advisers are collectively referred to as the “Affiliate Advisers.” The Affiliate Advisers’ investment activities are conducted independently, but the Affiliate Advisers may provide an extensive personal network and access to vertical industry expertise. On occasion, the Bain Capital Credit Clients may also benefit from attractive non- traditional investment opportunities from Affiliate Advisers.

Bain Capital has established other non-investment advisory related entities which are affiliates of the Affiliate Advisers. These entities do not provide investment advisory services and have been organized primarily to provide services incidental to the services of the Affiliate Advisers.

Conflicts of Interest

The discussion below reflects both historical and current practices of Bain Capital Credit and Bain Capital Credit Clients. Practices vary among Bain Capital Credit Clients. Please refer to the governing and/or disclosure documents of the applicable Bain Capital Credit Clients for details regarding these practices.

As a diversified investment firm, Bain Capital and its affiliates, including Bain Capital Credit, engage in a broad range of activities, including investment activities for their own account (such as co-investment vehicles) and for the account of other investment funds or accounts and provide advisory, management and other services to funds and operating companies.

The funds and accounts managed by the Affiliate Advisers are referred to as “Related Clients.”7 In the ordinary course of conducting its activities, the interests of a Bain Capital Credit Client will, on occasion, conflict with the interests of Bain Capital Credit, other Bain Capital Credit Clients, Related Clients or their respective affiliates.
Resolution of Conflicts

Bain Capital Credit and each of the other Affiliate Advisers will deal with all conflicts of interest using its best judgment, but in its sole discretion. When conflicts arise between a Bain Capital Credit Client and Related Clients, Bain Capital Credit will represent the interests of the Bain Capital Credit Client, and the other participating Affiliate Adviser will represent the interests of the other Related Client it advises. In resolving conflicts, Bain Capital Credit and the other Affiliate Advisers will generally consider various factors, including the interests of the course of dealing among Bain Capital Credit Clients and the Related Clients. From time to time, Bain Capital Credit and the Affiliate Advisers may determine to refer certain conflicts of interest to Bain Capital’s Allocation Committee (the “Allocation Committee”), comprised of senior Bain Capital personnel, for review and resolution, particularly in situations where Bain Capital Credit and the Affiliate Advisers are 7 For purposes of this Form ADV, references to Related Clients should not be read to include credit investment vehicles managed by Bain Capital Investments (Europe), Ltd. unable to resolve such conflicts. Similarly, the Allocation Committee may in its sole discretion determine to review and make determinations regarding certain conflicts of interest. When conflicts arise between a Bain Capital Credit Client and another Bain Capital Credit Client, Bain Capital Credit will resolve the conflict. In doing so, it will generally consider various factors, including the interests of such Bain Capital Credit Client and the other Bain Capital Credit Client with respect to the immediate issue and/or with respect to the longer term course of dealing among Bain Capital Credit Clients. In the case of all conflicts involving a Bain Capital Credit Client, Bain Capital Credit’s determination as to which factors are relevant, and the resolution of such conflicts will be made in Bain Capital Credit’s sole discretion. There can be no assurance that Bain Capital Credit will be able to resolve all conflicts in a manner that is favorable to each Bain Capital Credit Client.

While Bain Capital Credit has procedures in place designed to mitigate conflicts of interest among Bain Capital Credit Clients and other Related Clients, there can be no guarantee that these procedures will be successful.

Sources of Conflicts of Interest

There are numerous perceived and actual conflicts of interest among and between Bain Capital Credit, the Affiliate Advisers, other Related Clients and Bain Capital Credit Clients. The conflicts of interest that may be encountered by a Bain Capital Credit Client include those discussed below, although such discussion does not describe all of the conflicts that may be faced by such Bain Capital Credit Client. Other conflicts are discussed throughout this document and this document should be read in its entirety for other conflicts. Dealing with conflicts of interest is complex and difficult, and new and different types of conflicts are likely to subsequently arise.

Conflicts Relating to the General Partner, Bain Capital Credit and Certain Affiliate Advisers

Bain Capital Credit Personnel Personnel responsible for managing Bain Capital Credit Clients have responsibilities with respect to other funds or accounts managed by Bain Capital Credit, including funds and accounts that are raised in the future. Under resource sharing agreements, Bain Capital Credit, LP has agreed to provide resources to BCSF Advisors, LP, Bain Capital Credit U.S. CLO Manager, LLC, and Bain Capital Credit CLO Advisors, LP, which will enable them to fulfill their obligations under the applicable Advisory Agreements. The resource sharing agreements provide that Bain Capital Credit, LP will make available experienced investment professionals and access to other resources for purposes of evaluating, negotiating, structuring, closing and monitoring investments. Substantial time will be spent by such officers and employees monitoring the investments of other vehicles managed by Bain Capital Credit. In addition, certain members of Bain Capital Credit Clients’ investment committees could be personnel of other Affiliate Advisers. Similarly, certain Bain Capital Credit personnel have responsibilities serving on the investment committees of other Affiliate Advisers and could perform other work for Affiliate Advisers. Such individuals will have responsibilities to such other Affiliated Advisers and with respect to other current or future Related Clients advised or managed by such Affiliated Advisers, including funds or accounts that may be eligible to invest in assets eligible for purchase by Bain Capital Credit Clients, as well as to the portfolio companies and investment activities of such Related Clients. Conflicts of interest may arise if these personnel do not have adequate time or resources available to support both Bain Capital Credit and the relevant Affiliated Adviser. Advisory Services to Portfolio Companies The other Affiliate Advisers often perform a variety of services for actual or prospective portfolio companies or other deal-related investment vehicles of the Affiliate Advisers, including financial, operational and transactional services (such as advice and consulting in connection with mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales and similar transactions), as well as management consulting services (“Additional Services”) for, and will receive compensation from (and expenses reimbursed by), a number of entities, which may include entities in which the Bain Capital Credit Funds have interests. In connection with performance of the Additional Services, such Affiliate Adviser typically enters into a management agreement with the entity to which the Additional Services are provided. The terms of these management agreements may vary but they often extend for a significant period of time (e.g. five to ten years or more) and typically terminate upon a change of control of, or upon an initial public offering by, such entity. It is possible that Affiliate Advisers receive certain termination fees when a management agreement is terminated upon an entity’s initial public offering. These fees are often substantial, particularly in the event such circumstances occur early in the life of the Bain Capital Credit Client’s investment in such portfolio company. The appropriate fees for certain advisory services are determined by such Affiliate Adviser providing such Additional Services, following negotiation with management of such entity receiving such Additional Services and other investors, in consultation with lenders, prior to the investment in a portfolio company being closed. The starting point for such fee is typically based on the relevant operating metric for the such entity (e.g., EBITDA or revenue) which the Affiliate Adviser believes are indicative proxies for the amount of resources that it expects it will provide to the portfolio company, but other factors are considered such as additional effort that may be required in a turnaround situation. Because an independent third-party is not always involved on behalf of the relevant entity receiving the Additional Services, a conflict will exist in determination of any such fees and other related terms in the applicable management agreement with such entities. Bain Capital Credit does not participate in the negotiation or approval of these arrangements, and these fees will not be shared with Bain Capital Credit or Bain Capital Credit Clients.

The Affiliate Advisers have existing and potential advisory and other relationships with a significant number of portfolio companies and other clients, and have in the past and may in the future provide financing, services, advice or otherwise deal with third parties whose interests conflict with the interests of a company in which a Bain Capital Credit Client has invested, competitors, suppliers or customers of the company. On occasion, an Affiliate Adviser will recommend or cause such a third party to take actions that are adverse to a Bain Capital Credit Client or companies in which it has invested. The other Affiliate Advisers have in the past and may in the future also engage and retain advisers, consultants and similar professionals who are not employees or affiliates of such Affiliate Adviser and who, from time to time, receive payments from such Affiliate Adviser or receive payments from or allocations of investment opportunities with respect to, entities, which have in the past and may in the future include entities in which Bain Capital Credit Clients have interests. These fees will not be shared by Bain Capital Credit Clients or the limited partners of Bain Capital Credit Funds. Personnel of Affiliate Advisers invest in one or more Bain Capital Credit Funds. Conflicts will arise to the extent such personnel manage other funds, the interests of which conflict with those of the Bain Capital Credit Funds. Expense Reimbursement Certain expenses are paid for by Bain Capital Credit Clients and/or their investments or, if incurred by Bain Capital Credit, are reimbursed by Bain Capital Credit Clients and/or their investments. Bain Capital Credit may not necessarily seek out the lowest cost options when incurring (or causing Bain Capital Credit Clients or their investments to incur) such expenses, and instead considers a range of qualitative factors when making engagement decisions. Additionally, where Bain Capital Credit Clients own an equity stake in an investment, the value of their equity investment will be affected by expenses incurred by such investment. Such expenses may include costs incurred by personnel of Bain Capital in connection with board positions and other activities with respect to such investment, including reimbursement for out-of-pocket expenses incurred in connection with such activities.

Incentive Allocation and Valuations Bain Capital Credit and/or the General Partner of a Bain Capital Credit Partnership generally is entitled to carried interest under the terms of the partnership agreement. Bain Capital Credit is also entitled to an incentive compensation under the terms of its collateral management agreements with CLOs. The existence of carried interest and/or other incentive compensation could create an incentive for Bain Capital Credit to make more speculative investments than it would otherwise make in the absence of performance-based compensation. Bain Capital Credit values the investments held by Bain Capital Credit Clients. If these valuations are incorrect, the amount and timing of the payment of carried interest could be incorrect. In addition, the method of calculating the carried interest could result in conflicts of interest between Bain Capital Credit, on the one hand, and the investors in Bain Capital Credit Clients on the other hand, with respect to the management, disposition, and valuation of investments. Bain Capital Credit also may have an incentive to hold on to investments that have poor prospects of improving in order to receive ongoing management fees and a larger carried interest.

The process of valuing securities for which reliable market quotations are not available or used is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. In addition, the applicable General Partner may or may not value the investments consistently with how the same or similar investments are valued by the General Partners of the other Related Clients. Bain Capital Credit may have an incentive to value an asset internally rather than subject to a third party valuation agent. The payment by Bain Capital Credit Clients of carried interest at varying rates may create an incentive for Bain Capital Credit to disproportionately allocate time, services or functions to Bain Capital Credit Clients paying carried interest at a higher rate. Other Professional Services to Bain Capital Credit Clients and Portfolio Companies Bain Capital Credit Clients may be expected to pay and/or reimburse Bain Capital Credit for an allocable portion of the compensation (including, without limitation, salary, bonus, payroll taxes and benefits), expenses and overhead (including, without limitation, rent, property taxes and utilities allocable to the workspaces) attributable to certain employees, partners, members, or officers of Bain Capital Credit and or any Affiliate Adviser. Bain Capital Credit will determine the cost of services performed by such in-house professional by reference to the pro rata portion of the aggregate annual cash compensation paid to the employee (including salary, bonus, benefits, profits interests, payroll taxes, equity interests or other incentive-based compensation), plus an estimate of the overhead and other fixed costs allocable to the employee (including rent, utilities and property taxes), in its good faith but sole discretion. These allocation methodologies may include: requiring personnel, in a reasonable manner, to record and allocate their time on a periodic basis with respect to the Bain Capital Credit Client and/or the portfolio companies; and any other methodology determined by Bain Capital Credit to be appropriate under the circumstances. Because Bain Capital Credit’s in-house expense calculation and allocation processes rely on certain judgments and assessments that in turn are based on information and estimates from various inputs, the calculations and allocations that result may not be exact. In the future, Bain Capital Credit may use additional or different methods to allocate in-house expenses in a manner that it determines to be fair and reasonable.

Conflicts Relating to the Purchase and Sale of Investments

Allocation of Investment Opportunities Bain Capital Credit sponsors and manages various investment vehicles, and Bain Capital Credit expects to form new investment vehicles in the future. Bain Capital Credit seeks to allocate investment opportunities among Bain Capital Credit Clients in a manner consistent with its fiduciary obligations and overall fairness principles. In determining which Bain Capital Credit Clients will participate in investment opportunities, Bain Capital Credit seeks to act in the best interests of each of the Bain Capital Credit Clients, and to place the interests of Bain Capital Credit Clients above those of Bain Capital Credit and its affiliates. Bain Capital Credit Clients have generally vested the authority to make investment decisions in the sole discretion of Bain Capital Credit (including the relevant General Partners) and this authority is, in turn, delegated to particular portfolio managers for various strategies employed at Bain Capital Credit. Given its broad and diverse investment strategies, Bain Capital Credit tailors its investment decision-making process for both individual investments and the portfolio of a particular fund or strategy. Bain Capital Credit’s investment committee must approve certain investments. With respect to other investments, the portfolio managers, in consultation with the other senior investment professionals, exercise discretion in determining which investments are suitable for their particular strategies and Bain Capital Credit Clients. Bain Capital Credit seeks to provide fair and equitable treatment — in good faith and to the extent reasonably possible —to Bain Capital Credit Clients sharing similar investment mandates and guidelines. However, because of differences in account size, account ramp-up or liquidation status, cash considerations, tax restrictions, regulatory restrictions, specific investment guidelines (including focused and geographic specific mandates), liquidity, the existence of predecessor and successor vehicles, the existence of vehicles with multi-strategy mandates, follow-on investments, and other considerations, it is expected that not all Bain Capital Credit Clients pursuing a similar strategy will participate in, or will receive a pro rata share of, every investment opportunity. The application of such considerations and the extent to which they are applied will be determined by Bain Capital Credit using its judgment. There also are certain circumstances, including when a new offering is oversubscribed in the market and Bain Capital Credit receives a smaller than preferred allocation, that Bain Capital Credit may determine consistent with its fiduciary duty that the transaction should not be allocated to every investment vehicle. Bain Capital Credit shall not make investment allocation determinations based on the amount or structure of any compensation that could be realized by Bain Capital Credit or its affiliates.

1940 Act Funds and other Bain Capital Credit Clients can invest alongside each other in certain circumstances when doing so is consistent with their investment strategy as well as applicable law and SEC staff interpretations. In addition, certain 1940 Act Funds and other Bain Capital Credit Clients can invest alongside each other pursuant to exemptive relief granted by the SEC -- most recently amended on March 22, 2018. This exemptive relief enumerates various conditions that need to be followed by the participating investment vehicles. In some circumstances, due to regulatory considerations related to the 1940 Act, the 1940 Act Funds may not be considered eligible Bain Capital Credit Clients for allocation purposes. As a result, the 1940 Act Funds may not be able to participate in as many investments as the non-1940 Act Funds. In limited circumstances, non- 1940 Act Funds also may not be able to participate in an investment if 1940 Act Funds are participating. Similarly, there may be certain circumstances in which 1940 Act and non-1940 Act vehicles participate in the same transaction and – due to subsequent events – cannot participate in additional transactions in the same issuer. Conflicts also may arise if the 1940 Act vehicles hold different securities in an issuer’s capital structure.

In addition, Bain Capital Credit currently has, and may in the future, enter into joint venture arrangements with third parties which could require it to split investment allocations with those third parties. While Bain Capital Credit believes such arrangements present Bain Capital Credit Clients with additional opportunities that may otherwise not have been present, Bain Capital Credit Clients could receive a smaller allocation of the applicable investment than if it had pursued the investment opportunity without a third party. In limited circumstances, Bain Capital Credit also may allocate investments to prospective investment vehicles that are imminently closing. Such allocations could limit or reduce investment opportunities for existing Bain Capital Credit Clients.

Allocation of Investment Opportunities Among Affiliate Advisers Affiliated Advisers also sponsor and manage various investment vehicles, and expect to form additional vehicles in the future. From time to time, other Related Clients will invest in assets eligible for purchase by a Bain Capital Credit Client. The investment policies, fee arrangements, carried interest, investments owned by employees of Bain Capital Credit or the other Affiliate Advisers, and other circumstances of such Bain Capital Credit Client, often vary from those of other Related Clients. These relationships are likely to present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to the Bain Capital Credit Client. Subject to any requirements of the governing instruments of Bain Capital Credit Clients and other Related Clients, opportunities for investments will be allocated between a Bain Capital Credit Client and other Related Clients in a manner that Bain Capital Credit and the other Affiliate Advisers, as well as the Related Clients’ respective general partners, believe in their sole discretion to be appropriate given factors they believe to be relevant. Such factors will generally include, but not be limited to, the investment objectives, geography, nature of the target’s business, scale, transaction sourcing, liquidity, diversification, lender covenants and other limitations of Bain Capital Credit Clients and other Related Clients, and the amount of capital each then has available for such investment, any exclusive rights to investment opportunities that may have been granted to other Bain Capital Credit Clients or Related Clients, the expected duration of the investment in light of the term of the other Bain Capital Credit Clients and the other Related Clients, regulatory and tax considerations (including those related to the 1940 Act), the degree of risk arising from an investment, the expected investment return and such other factors as Bain Capital Credit and Bain Capital deems to be appropriate. In general, while investments sourced by an Affiliate Adviser that are appropriate for Related Clients advised by such Affiliate Adviser will first be made available to such other Related Clients, Bain Capital Credit and the other Affiliate Advisers have substantial discretion in allocating investment opportunities. The foregoing methodology for allocation of investment opportunities will likely vary over time and will be on a case-by-case basis.

Bain Capital Credit also reserves the right to make independent decisions with regard to when a Bain Capital Credit Client should purchase and sell investments, and the other Affiliate Advisers reserve similar rights with respect to the Related Clients that they advise. As a result, from time to time a Bain Capital Credit Client will be purchasing an investment at a time when another Related Client is selling the same or a similar investment, or vice versa. In the past and possibly in the future a Bain Capital Credit Client has invested in opportunities that other Related Clients have declined, and likewise, a Bain Capital Credit Client has declined to invest in opportunities in which other Related Clients have invested.

Investment in a Bain Capital Credit Partnership by Related Clients Certain Related Clients will invest in a Bain Capital Credit Partnership as limited partners. Bain Capital Credit will, from time to time and in its sole discretion, provide the Affiliate Adviser of any such Related Clients certain information about the applicable Bain Capital Credit Partnership’s investment portfolio, although it is under no obligation to do so and has the discretion to decide not to provide any such information at any time. As a condition of receiving such information, the Affiliate Adviser must agree that it will use such information solely for the purpose of making investment recommendations to such Related Client with respect to hedging its long exposure to certain investment sectors and geographies, and not for the purpose of making any other investment recommendations to such Related Client or for any other purpose and it must agree not to disclose such information to any other person.

From time to time, a Bain Capital Credit Partnership will waive advisory fees and performance allocations, if applicable, with respect to Related Clients that are limited partners in such Bain Capital Credit Partnership. On occasion, Affiliate Advisers will receive advisory fees and performance allocations from the Related Clients. From time to time, the Related Clients will own equity in issuers of the loans to be held by a Bain Capital Credit Client, which will create a conflict of interest if the loans become distressed. Investments Alongside Bain Capital Credit Clients and the Other Related Clients Conflicts also arise when a Bain Capital Credit Client makes investments in conjunction with an investment made by other Related Clients, or in a transaction where another Related Client has already made an investment (including the investment by Bain Capital Credit Clients in the initial syndication of a loan made to a Related Client portfolio company). Investment opportunities have in the past and may in the future be appropriate for a Bain Capital Credit Client and certain Related Clients at the same, different or overlapping levels of a portfolio company’s capital structure. Conflicts also arise in determining the terms of investments, especially where Bain Capital Credit and/or other Affiliate Advisers control the structure of a transaction and its capitalization. For example, if a Bain Capital Credit Client is investing in debt securities, it will have an interest in structuring debt securities that have financial terms (such as interest rates, repayment terms, seniority, covenants and events of default) that are more restrictive than another Related Client, as an equity owner, may desire and conflicts will arise if the debt securities become distressed. Another Related Client that holds an equity interest in a portfolio company may have a conflict of interest in recommending that such portfolio company take, or refrain from taking, certain actions with respect to debt securities held by a Bain Capital Credit Client or another Related Client. In addition, a conflict will arise in allocating an investment opportunity if the potential target could be acquired by another Bain Capital Credit Client or a portfolio company of another Bain Capital Credit Client. There can be no assurance that the return on a Bain Capital Credit Client’s investments will not be less than the returns obtained by other Related Clients participating in the transaction. Employees and related persons of Bain Capital Credit and the other Affiliate Advisers have made or may make large capital investments in or alongside certain other Related Clients, and therefore will have additional conflicting interests in connection with joint investments. Each Affiliate Adviser will determine all matters relating to structuring transactions and capitalizing portfolio companies, including the amount and terms of securities and allocation of securities among the involved Related Clients, using its best judgment considering all factors it deems relevant, but in its sole discretion. The allocation of securities as among Bain Capital Credit Clients and as between Bain Capital Credit Clients and other Related Clients will likely be affected by a fund’s stage in its life cycle.

Co-Investments Alongside the Other Related Clients Certain Bain Capital Credit Clients will, from time to time, make co-investments in transactions sourced by Bain Capital Private Equity, LP, Bain Capital Ventures, LP, Bain Capital Public Equity, LP, Bain Capital Double Impact, Bain Capital Life Sciences, Bain Capital Real Estate, or other Affiliate Advisers. When such a Related Client makes a private equity and other investment, the applicable Co-Investment Adviser will often perform management, advisory, investment banking, financial advisory and other services for, and will receive fees from, actual or prospective portfolio companies. Additionally, a portfolio company of a Bain Capital Credit Client advised by a Co- Investment Adviser will generally reimburse such Co-Investment Adviser for expenses incurred by such Co-Investment Adviser in connection with its performance of services for such portfolio company. Although a Co-Investment Adviser receives these fees and reimbursements from actual or prospective portfolio companies, the opportunity to earn these fees creates a conflict of interest between the Co-Investment Adviser, on the one hand, and, to the extent such Bain Capital Credit Client co-invests in the transaction, the Bain Capital Credit Client on the other hand, because the amounts of such fees and reimbursements are often substantial and the Bain Capital Credit Client will not share in such fees and reimbursements. Third Party Co-Investment Opportunities Bain Capital Credit anticipates that co-investment opportunities will arise with respect to future Bain Capital Credit Clients’ investments. The availability and amount of co-investment opportunities with respect to any particular Bain Capital Credit Client investment is initially dependent on the determination of the appropriate amount of the investment that should be allocated to the applicable Bain Capital Credit Client. Where the size of the investment opportunity exceeds the amount allocated to such Bain Capital Credit Client, the amount of such excess that can be offered as a co-investment opportunity may be limited by, among other things, the amount allocated to co-sponsors, strategic investors or other persons whose investment was influential in obtaining or closing the investment, or who provide a benefit or potential benefit to the potential portfolio company which may include certain limited partners (collectively, “Co-Underwriters”). Co- Underwriters are generally expected to be involved from the beginning of the investment process, share in due diligence costs and invest alongside the applicable Bain Capital Credit Client. To the extent that, after the foregoing considerations, Bain Capital Credit has a co-investment opportunity to offer, Bain Capital Credit intends to offer the remaining opportunity, in its sole discretion, to limited partners or other investors who have indicated to Bain Capital Credit and/or an affiliate an interest in participating in syndicated co-investment opportunities and/or any Related Clients (each, a “Co-Investor” and collectively, the “Co-Investors”).

Notwithstanding any side letters or other similar arrangements, no investor in a Bain Capital Credit Client has a right to participate in or receive notice of any such co-investment opportunity. Decisions regarding whether and to whom to offer such co-investment opportunities are made in the sole discretion of Bain Capital Credit. Such co-investment opportunities are typically offered to some and not other Bain Capital Credit Client investors, in the sole discretion of Bain Capital Credit, and Bain Capital Credit Client investors may be offered a smaller amount of co-investment opportunities than originally requested. Co-Investors have in the past and may in the future purchase their interests in a co-investment opportunity at the same time as the Bain Capital Credit Clients, or purchase such interests from the applicable Bain Capital Credit Clients after such Bain Capital Credit Clients have consummated their investment in the co-investment opportunity (also known as a post-closing sell- down or transfer).

In exercising its discretion to allocate co-investment opportunities with respect to a particular investment to and among potential co-investors and the terms thereof, Bain Capital Credit considers some or all of a wide range of factors, which may include, but are not limited to, the following:

 Bain Capital Credit’s evaluation of the potential Co-Investor’s level of interest in investment opportunities (including level of interest in a particular industry or type of business), and size and financial resources of the potential Co-Investor;

 Bain Capital Credit’s perception of the ability of that potential Co-Investor (in terms of, for example, staffing, expertise and other resources) to efficiently and expeditiously participate in the investment opportunity with the relevant Bain Capital Credit Clients without harming or otherwise prejudicing such Bain Capital Credit Clients, in particular when the investment opportunity is time-sensitive in nature, as is typically the case;  Whether Bain Capital Credit determines that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide longer-term benefits to the Bain Capital Credit Clients or future Bain Capital Credit Clients, Bain Capital Credit, the Affiliate Advisers or the applicable co-investment opportunity;  Bain Capital Credit’s evaluation of its past experiences and relationships with the potential Co-Investor, such as the willingness or ability of such person to respond promptly and/or affirmatively to potential investment opportunities previously offered by Bain Capital Credit;  Bain Capital Credit’s evaluation of whether the profile or characteristics of the potential Co- Investor may have a positive or negative impact on the viability, prospects or terms of the proposed investment opportunity and the ability of the applicable Bain Capital Credit Client to take advantage of such opportunity (for example, if the potential Co-Investor is involved in the same industry as a prospective portfolio company in which a Bain Capital Credit Client wishes to invest, or if the identity of the potential Co-Investor, or the jurisdiction in which the potential co-investor is based, may affect the terms, structure, or cause other issues with respect to a Bain Capital Credit Client’s participation in such investment opportunity);

 Bain Capital Credit’s evaluation of whether the investment opportunity may subject the potential portfolio company, the Bain Capital Credit Clients or the potential Co-Investor to legal, tax, regulatory, contractual, reporting, public relations, media or other burdens that make it less desirable for such Co-Investor to participate in a potential investment opportunity; and

 Any confidentiality concerns Bain Capital Credit may have that may arise in connection with providing the potential Co-Investor with specific information relating to the investment opportunity in order to permit such person or entity to evaluate the investment opportunity.

Bain Capital Credit’s exercise of its discretion in allocating investment opportunities among the applicable Bain Capital Credit Clients and the Co-Investors may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to other such persons. While Bain Capital Credit will determine how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Bain Capital Credit Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which Bain Capital Credit may be subject, discussed herein, did not exist.

Co-investment opportunities will generally be made available through limited partnerships or other entities formed and controlled by Bain Capital Credit or its affiliates. The terms of any such co- investment will be set by Bain Capital Credit in its discretion, subject to acceptance by each potential Co-Investor, and may include preferable terms and conditions offered only to one or more Co- Investors (including terms and conditions offered only to Co-Underwriters). Bain Capital Credit or its affiliates may charge Co-Investors a carried interest and/or a management fee with respect to an investment in a co-investment vehicle. However, even if a carried interest and/or a management fee is charged, the amount of such carried interest and/or fee will generally be less than the amounts borne by investors with respect to an investment by a Bain Capital Credit Client. Further, Bain Capital Credit Clients generally are expected to have a higher expense ratio than the expense ratio associated with any particular co-investment. In particular, if a prospective Bain Capital Credit Client investment fails to complete, the costs associated with investigating and pursuing such investment will be borne by such Bain Capital Credit Client, notwithstanding that if such investment were completed, a portion of such investment would be taken up by Co-Investors. Accordingly, investors that participate in co-investments may have significantly higher net returns from their investments than those that do not, or cannot, so participate. A Bain Capital Credit Client may sell down an interest in its investments to Co-Investors at fair market value. Subject to the applicable limited partnership agreements (or analogous organizational documents), Bain Capital Credit may charge a Co-Investor (such as an investor or a third party) interest costs for the time period between the closing of the applicable Bain Capital Credit Clients’ investment to the date of the transfer of interests in such portfolio company to the applicable Co- Investor. In addition, in the event Bain Capital Credit determines to offer an investment opportunity to Co-Investors, there can be no assurance that Bain Capital Credit will be successful in offering such co-investment opportunity to any potential Co-Investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on terms and conditions that will be preferable for a Bain Capital Credit Client or that expenses incurred by a Bain Capital Credit Client with respect to the syndication of the co-investment will not be substantial. In the event that Bain Capital Credit is not successful in offering a co-investment opportunity to potential Co-Investors, in whole or in part, such Bain Capital Credit Client will consequently hold a greater concentration and have exposure in the related investment opportunity than was initially intended, which could make a Bain Capital Credit Client more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Moreover, an investment by a Bain Capital Credit Client which is not syndicated to Co- Investors as originally anticipated could significantly reduce such Bain Capital Credit Client’s overall investment returns.

Investment in Other Bain Capital Credit Clients Bain Capital Credit Clients have in the past and may in the future invest in other funds or structured products sponsored by Bain Capital Credit or other Affiliate Advisers. A Bain Capital Credit Client’s interest in any such fund or structured product would be subject to the terms and conditions of such fund or product, including fees, carried interest and other incentive compensation, provided that the general partner of, and the Affiliate Adviser to, such fund or product, may in their sole discretion waive all or a portion of such fees, carried interest and other incentive compensation with respect to the Bain Capital Credit Client.

Bain Capital Credit, its advisory affiliates, or one or more Bain Capital Credit Clients may also invest in one or more classes of notes of Bain Capital Credit managed CLOs. Such investment could create an incentive for Bain Capital Credit to cause the CLO to take, or to refrain from taking, certain actions that could be adverse to the interests of certain holders of CLO notes. Such actions may include, but are not limited to, causing or not causing a CLO to reset, refinance or reprice, or redeem. Allocation of Expenses Bain Capital Credit seeks to allocate expenses among Bain Capital Credit Clients and between Bain Capital Credit and one or more Bain Capital Credit Clients in a manner that is fair, appropriate and consistent with the organizational and offering documents or advisory and other agreements, as applicable, of the Bain Capital Credit Clients. However, these allocations have the opportunity to present conflicts in determining, how much, if any, of certain expenses, should be charged to Bain Capital Credit Clients. Insurance Expenses Bain Capital Credit and the general partners of Bain Capital Credit Partnerships may cause Bain Capital Credit Clients to purchase, or share in the expenses of, insurance policies, including insurance policies covering more than one Related Client and the activities of Bain Capital generally, that Bain Capital Credit considers necessary or appropriate for the conduct of the business of Bain Capital Credit Clients, including key personnel insurance policies naming Bain Capital Credit Clients as beneficiaries and insurance policies covering any person individually against all claims and liabilities of every nature arising by reason of being, or holding, having held, or having agreed to hold office as, a partner, officer, member of the advisory board, employee, agent, investment advisor or manager, or independent contractor of Bain Capital Credit Clients, or being, serving, having served, or having agreed to serve at the request of the Bain Capital Credit Clients as a partner, director, trustee, officer, member, employee, agent or independent contractor of another partnership, limited liability company, corporation, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by any such person in any of the foregoing capacities, including any action taken or omitted that may be determined to constitute negligence, whether or not in the case of insurance Bain Capital Credit Clients would have the power to indemnify such person against such liability. Bain Capital Credit Clients’ share (as determined by Bain Capital Credit) of fees and expenses incurred in connection with obtaining and maintaining any such insurance policy or policies, including any commissions and premiums and any expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation related to such insurance policies, will be Bain Capital Credit Client expenses. Such shared insurance policies have an overall cap on coverage for all the insured parties thereunder for each policy period. To the extent insurable claims exceed such cap, Bain Capital Credit Clients may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each insured party for that policy period. Similarly, multiple insured claims may be made during a single policy period and subject to a single overall cap. To the extent insurance proceeds for one such claim are applied towards a cap and Bain Capital Credit Clients later experience an insurable claim within the same policy period, Bain Capital Credit Clients’ receipt from such insurance policy may also be diminished. Such shared insurance policies have an overall cap on coverage for all the insured parties thereunder for each policy period. To the extent insurable claims exceed such cap, Bain Capital Credit Clients may not receive as much in insurance proceeds as it would have received if separate insurance policies had been purchased for each insured party for that policy period. Similarly, multiple insured claims may be made during a single policy period and subject to a single overall cap. To the extent insurance proceeds for one such claim are applied towards a cap and Bain Capital Credit Clients later experiences an insurable claim within the same policy period, the Bain Capital Credit Client’s receipts from such insurance policy may also be diminished. Allocation of Fees and Expenses Among Affiliate Advisors The appropriate allocation of expenses and fees generated in the course of evaluating and making investments often will not be clear, especially where more than one Bain Capital Credit Client, Related Client, or other affiliated person participates or may participate in a specific investment. In general, each relevant Affiliate Adviser will participate in the resolution of all such matters using its best judgment, considering all factors it deems relevant, but in its sole discretion. In addition, Bain Capital Credit and other Affiliate Advisers have a conflict of interest in determining the appropriate allocation of expenses among a Bain Capital Credit Client and Related Clients. Expenses related to investments are generally expected to be allocated based on factors Bain Capital Credit deems equitable and reasonable, including the timing of an investment relative to the incurrence of the expense. If Bain Capital Credit Clients, Related Clients, Affiliate Advisers, or third parties participate in an investment simultaneously, such expenses are expected to be allocated among the intended participants in such investment on a pro rata basis. Alternatively, other Bain Capital Credit Clients, Related Clients, Affiliate Advisers, and third parties might not participate in an investment opportunity at the time such investment expenses are incurred. In such instances, a participating Bain Capital Credit Client is generally expected to bear most, if not all, of the investment-related expenses incurred with respect to an investment that is not allocated to any other Bain Capital Credit Client, Related Client, Affiliated Adviser, or third party.

Where a Bain Capital Credit Client receives an allocation of an investment opportunity prior to other Bain Capital Credit Clients, Related Clients, Affiliate Advisers, or third parties, that Bain Capital Credit Client might bear all investment-related expenses associated with such investment opportunity, even if others participate in such investment opportunity after the initial investment therein. Because a Bain Capital Credit Client will frequently invest in an investment opportunity prior to investment in such opportunity by other Bain Capital Credit Clients, Related Clients, Affiliate Advisers, or third parties, such other funds or accounts are expected to bear lower investment-related expenses than the Bain Capital Credit Client with respect to such investment. Where an investment is first made by one Bain Capital Credit Client and then subsequently made by such other Bain Capital Credit Clients, Related Clients, Affiliate Advisers, or third parties, it is not expected that previously-incurred investment-related expenses will be reallocated across all participating funds and accounts. As a result of the foregoing, Bain Capital Credit and other Affiliate Advisers might have an incentive to cause other Related Clients or third parties to invest after (as opposed to prior to or alongside) the Bain Capital Credit Client.

The appropriate allocation among Bain Capital Credit Clients, Related Clients, Affiliate Advisers, and/or third parties of expenses and fees generated in the course of evaluating potential investments which are not consummated, such as out-of-pocket fees associated with due diligence, attorney fees, and the fees of other professionals, will be determined by Bain Capital Credit, the Affiliate Advisers, and their respective affiliates in good faith, consistent with the respective organizational documents of such Bain Capital Credit Clients or Related Clients, as applicable. There may be no third party that has agreed to share expenses with the Bain Capital Credit Client if the investment is not consummated, with the result that the Bain Capital Credit Client may bear all of the expenses relating to that potential co-investment notwithstanding that third parties may have benefitted from the opportunity to review, investigate, and otherwise assess that potential investment, or that such third parties may be entitled to receive all or a portion of any termination fees paid in respect of such unconsummated co-investment. Furthermore, where an unconsummated investment opportunity has been presented to a Bain Capital Credit Client and investment-related expenses have been incurred, prospective investors should assume that the Bain Capital Credit Client will bear all investment-related expenses associated with such unconsummated investment, even if other Bain Capital Credit Clients, Related Clients, Affiliate Advisers, or third parties would have participated in such investment had it been consummated. When Bain Capital Credit and the other Affiliate Advisers incur expenses that are unrelated to a specific investment, but were related to Bain Capital Credit Clients and/or Related Clients, they will typically allocate such expenses among all Bain Capital Credit Clients and Related Clients eligible to reimburse expenses of the applicable nature, to the extent Bain Capital Credit and the other Affiliate Advisers deem such allocation reasonable. Although certain Bain Capital Credit Clients would bear their share of such expenses, it is possible that Bain Capital Credit, Affiliate Advisers, other Bain Capital Credit Clients, and/or Related Clients will receive some or even all of the intended benefit (whether a good, service, research or otherwise) associated with such expense. For example, it is possible that certain Bain Capital Credit Clients, Related Clients, and/or Affiliate Advisers may benefit, to the extent permitted by applicable law, from research materials initially procured in the course of evaluating potential investments on behalf of other Bain Capital Credit Clients without agreeing to share expenses with such other Bain Capital Credit Clients for such research materials or services.

Investments sourced and evaluated by Bain Capital Credit that are deemed inappropriate and rejected for investment by Bain Capital Credit Clients have in the past and may in the future be offered to the Affiliate Advisers for investment by the Related Clients or for investment directly by Affiliated Adviser personnel. The Related Clients or Affiliated Adviser personnel will, for some investments, benefit from the evaluation and due diligence undertaken by Bain Capital Credit on behalf of Bain Capital Credit Clients.

Multiple Levels of Fees & Expenses A Bain Capital Credit Client may invest in a pooled investment vehicle that is advised by a third party manager, including registered investment companies (“Underlying Fund”). In such a case, the Bain Capital Credit Client could bear not only the direct management fees and other expenses associated with their investment vehicle, but also the expenses and fees associated with the investment in the Underlying Fund. While often such fees and expenses are offset in accordance with Bain Capital Credit Client documents, investors could be charged by both the Underlying Fund and Bain Capital Credit.

The valuation of a Bain Capital Credit Client’s investment in an Underlying Fund in many cases will be based on information provided by the third party managers of the Underlying Funds. Certain securities in which the Underlying Funds invest may not have a readily ascertainable market price and will be valued by the third party managers of the Underlying Funds or their administrators. In this regard, a third party manager may face a conflict of interest in valuing the securities, as its value will affect the third party manager’s compensation, both with respect to fixed asset-based fees, as well as performance-based fees and allocations. Such compensation may be based on calculations of realized and unrealized gains made by the third party manager without independent oversight. In addition, Bain Capital Credit Clients do not control any of the third party managers, their choice of investments, or any other of their investment decisions. Affiliated Servicing Businesses Affiliates of Bain Capital Credit and portfolio companies of Bain Capital Credit Clients and Related Clients are engaged in loan and other asset servicing businesses. In connection with their activities, such servicing businesses may receive certain fees, including, arranger, brokerage, placement, syndication, solicitation or underwriting, agency, origination, sourcing, structuring, collateral management, advisory, commitment, facility, float or other fees, discounts, spreads, commissions and concessions, and other fees received as part of such servicing businesses. Such fees may be charged in various ways, including on an arms’ length basis. Bain Capital Credit Clients, Bain Capital Credit Clients’ portfolio companies or its investments expect to engage such servicing businesses and Bain Capital Credit Clients would bear the fees of such servicing businesses. None of these fees will be applied to reduce the Advisory Fee or other fees payable by Bain Capital Credit Clients or any of their investments or otherwise directly or indirectly benefit Bain Capital Credit Clients. Such fees will be borne by Bain Capital Credit Clients, portfolio companies or by the Bain Capital Credit Clients’ investments, as applicable. These items may vary per Bain Capital Credit Client and are subject to the applicable offering materials, agreements, and governing documents of each Bain Capital Credit Client.

The relationship between Bain Capital Credit and the servicing companies may give rise to conflicts of interest among Bain Capital Credit and Bain Capital Credit Clients, with respect to which the servicing companies provide services, or Bain Capital Credit Clients which have an interest in any portfolio companies, issuers or investment vehicles to which the servicing companies provide services. Certain personnel of Bain Capital Credit that are involved in providing portfolio management services to Bain Capital Credit Clients also will be involved in the business and operations of the servicing companies and the servicing companies may also provide services to other Bain Capital Credit Clients and/or their portfolio companies and investments. The servicing companies and such individuals may face conflicts of interest in dedicating time and resources to Bain Capital Credit Clients and their portfolio companies and investments. In addition, the appropriate allocation of costs borne by a servicing company in providing services to Bain Capital Credit Clients and investments will be determined by Bain Capital Credit in good faith. The appropriate allocation of salaries, bonuses, fringe benefits or other fees paid to employees or consultants engaged by a servicing company and portions of rent, utilities, information technology, other real-estate related expenses and other similar items and related overhead expenses associated with the provision of such services will be determined by Bain Capital Credit in good faith using best efforts to allocate such amounts in a fair, equitable and reasonable manner.

Cross Transactions Bain Capital Credit may cause a Bain Capital Credit Client to purchase investments from, or sell investments to, another Bain Capital Credit Client. Such transactions could create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Bain Capital Credit Client may not receive the best price otherwise possible, or Bain Capital Credit might have an incentive to improve the performance of one Bain Capital Credit Client by selling underperforming assets to another Bain Capital Credit Client. Additionally, in connection with such transactions, Bain Capital Credit (i) might have significant investments, or intentions to invest, in the Bain Capital Credit Client that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment. Bain Capital Credit and its affiliates may receive management or other fees or profits in connection with their management of the relevant Bain Capital Credit Clients involved in such a transaction. Conflicts will also arise in connection with loans or other assets originated by a Bain Capital Credit Client and sold to other Bain Capital Credit Clients. On occasion, a Bain Capital Credit Client will sell a portion of any loans or other assets originated by a Bain Capital Credit Client; thus, a Bain Capital Credit Client’s initial participation in such loans or other assets will be greater than it would have been if such a Bain Capital Credit Client did not expect to ultimately sell part of such loans or other assets to another Bain Capital Credit Client. To the extent a Bain Capital Credit Client purchases loans or other assets in order to sell a portion, a Bain Capital Credit Client will bear the risk of changes in the value of such loans or other assets during the period it holds such loans or other amounts and the amount of capital available to a Bain Capital Credit Client to pursue other investment opportunities will please register to get more info

Trading

Code of Ethics

Bain Capital Credit has adopted a Code of Ethics policy for its personnel. The Policy describes personnel standard of conduct and fiduciary duties and limits personal trading by its personnel and their immediate family/household members in a wide range of securities, including common and preferred stock, debt instruments, securities that are convertible or exchangeable for equity or debt securities, derivative instruments, and certain registered investment vehicles with which Bain Capital Credit and its subsidiaries has entered into a sub-advisory relationship. Personnel must report every account that they or their immediate family member use for trading securities covered by the policy and, if they directly or indirectly influence or control trading in the account, they must generally pre-clear covered securities transactions and have copies of trade confirmations and periodic account statements sent by their broker to the Compliance Department. Controlled trading by personnel and their immediate family/household members is prohibited in a wide range of securities that appear on restricted lists and confidential watch lists, and additional steps are taken to ensure that personnel and their immediate family/household members are not permitted to trade for their personal account in securities selected for Bain Capital Credit Clients and to ensure personnel do not engage in “front-running” of the Bain Capital Credit Clients’ investment opportunities.

Personnel are required to promptly report any violation of the Code of Ethics policy of which they become aware. Personnel are required to annually certify compliance with the Code of Ethics policy. A copy of the Code of Ethics is available to Bain Capital Credit Clients, prospective clients, limited partners and prospective limited partners of a Bain Capital Credit Partnership during the investment due diligence process. A copy may be obtained by contacting the Bain Capital Credit Compliance Department. Related Person Investment For further detail regarding circumstances in which Bain Capital Credit or a related person (a) recommends to clients, or buys or sells for client accounts, securities in which Bain Capital Credit or a related person has a material financial interest, (b) invests in the same securities that Bain Capital Credit or a related person recommends to clients, or (c) recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that Bain Capital Credit or a related person buys or sells the same securities for Bain Capital Credit’s own (or the related person’s own) account, as well as related conflicts of interest, please see Code of Ethics above. In addition, Bain Capital Credit’s personnel may buy securities in transactions offered to but rejected by Bain Capital Credit Clients. Such transactions are subject to the policies and procedures set forth in Bain Capital Credit’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Bain Capital Credit Clients. If Bain Capital Credit personnel have made large capital investments in or alongside the Bain Capital Credit Clients, they may have conflicting interests with respect to these investments. For further details regarding these arrangements, as well as related conflicts of interest, please see Item 10 above. please register to get more info

In choosing broker-dealers for execution of securities transactions, Bain Capital Credit, or a related person of Bain Capital Credit, considers various relevant factors, including without limitation, pricing terms offered by the broker-dealer, the ability of the broker-dealer to deliver prompt and reliable execution, the size and type of the transactions, the nature and character of the market for the securities, operational efficiency with which transactions are effected, the broker- dealer firm’s financial stability, confidentiality, back office stability, trading desk capacities, referrals, custody, settlement, familiarity with derivative securities strategies and the overall value and quality of the services offered by the broker-dealer firm.

Bain Capital Credit receives research, statistical and quotation services, data, information and other services and materials that assist Bain Capital Credit in the performance of its investment advisory responsibilities from broker-dealer firms that execute transactions for Bain Capital Credit Clients. Where such services are provided, Bain Capital Credit may agree to compensate such broker-dealer or third party in either “hard” dollars (directly paid by Bain Capital Credit, although certain Advisory Agreements and Sub-Advisory Agreements permit some or all of such costs to be borne by the relevant Bain Capital Credit Client), “soft dollars” (commission generated) or some combination of the two. A broker-dealer providing such research services will at times receive a commission that is in excess of the amount of commission another broker-dealer would have received for effecting that transaction provided Bain Capital Credit determines in good faith that such commission was reasonable in relation to the value of the research and brokerage services provided by the broker-dealer. Any such research service could be broadly useful and of value to Bain Capital Credit in rendering investment advice to all or a significant portion of the Bain Capital Credit Clients, or could be relevant and useful for the management of one Bain Capital Credit Client’s account or only a few Bain Capital Credit Clients’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research service was provided. Bain Capital Credit will only make securities transactions that it in good faith believes are in the best interest of the Bain Capital Credit Client. A conflict of interest exists when a broker- dealer provides such research services, however, as Bain Capital Credit will have an incentive to favor such broker-dealer over others that charge lower commissions. Bain Capital Credit will also consider broker-dealers commission rates or spreads as compared to other market participants when determining the reasonableness of commission rates and spreads received by a broker dealer. Directed Brokerage If a Separate Account Client requests or directs Bain Capital Credit to place transactions for its separate account with one or more specified broker-dealers (“Directed Brokerage”), then Bain Capital Credit will accept Directed Brokerage arrangements only if certain conditions are satisfied including, that the Separate Account Client’s directions are furnished in writing and that Bain Capital Credit has informed the Separate Account Client in writing that the use of directed brokerage arrangements will at times deprive the Separate Account Client of benefits that might otherwise be obtained by aggregating the Separate Account Client’s order with orders for other Bain Capital Credit Clients and, as a result, will likely cause the Separate Account Client to pay a higher commission rate or to receive less favorable execution than if Bain Capital Credit had discretion to select the broker or to negotiate the commission rate.

Aggregation of Trades Bain Capital Credit aggregates the orders of more than one Bain Capital Credit Client for the purchase or sale of the same security or loan. Portfolio managers and traders often employ this practice because larger transactions generally enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. In such cases, Bain Capital Credit generally aggregates trade orders for securities and loans so that each participating Bain Capital Credit Client will receive the average price for each execution of a transaction.

When aggregating trades, Bain Capital Credit follows its written procedures, which generally provide that such allocation is made on a pro rata basis based on order size among participating Bain Capital Credit Clients.8 Certain exceptions will, however, be made in such allocation provided that such exceptions are to ensure that accounts are treated in a fair and equitable manner, taking into account each Bain Capital Credit Client’s best interests and to prevent any favoring or disfavoring of any Bain Capital Credit Client or group of Bain Capital Credit Clients, and that such allocation is consistent with Bain Capital Credit’s fiduciary duties, its duty of best execution, and contractual obligations.

Nonetheless, Bain Capital Credit Clients could be, and have been, excluded from trade allocations if their allocation falls below a security’s minimum denomination9. Similarly, some exceptions to pro rata allocations will be undertaken to deal with new issue allocations (including ramp-up status of certain investment vehicles), odd lots, rounding, regulatory restrictions, mandate restrictions, or other circumstances that may occur from time to time. In some situations, including certain follow- on transactions or amendments, Bain Capital Credit may consider a vehicle’s pre-existing holdings in determining the final trade allocation. Circumstances also may arise when Bain Capital Credit needs to reallocate a trade to another Bain Capital Credit Client after its initial allocation but before the settlement date. Generally, a trade will be reallocated to another Bain Capital Credit Client only if the latter had a pre-existing interest. The security is typically reallocated at the original transaction price. Bain Capital Credit’s Compliance Department generally reviews reallocations. For additional information regarding the allocation of investments among Bain Capital Credit Clients and Clients of the non-Bain Capital Credit Affiliated Advisers, please see Item 10 above. 8 In some circumstances, due to regulatory considerations related to the 1940 Act, the 1940 Act Funds may not be considered eligible Bain Capital Credit Clients for allocation purposes. These same considerations could, in limited circumstances, result in certain non- 1940 Act Funds also not being considered eligible Bain Capital Credit Clients. 9 Minimum security denominations attach to various securities, including structured debt and equity. If an order for more than one Bain Capital Credit Client for a publicly traded security cannot be executed, allocation shall be made based on Bain Capital Credit’s procedures for allocation of investment opportunities, as described in Item 10 above. please register to get more info

Oversight and Monitoring
Bain Capital Credit continually reviews and analyzes its existing positions to attempt to identify issues early on and to take action where necessary. Bain Capital Credit’s large investment team and industry-based organization is structured to produce in-depth credit analysis and allow for rapid response to developing situations. The industry teams and Bain Capital Credit’s investment committee then review certain investments in a formal setting periodically. Each industry analyst updates buy/sell recommendations on a periodic basis and all credit work is shared throughout Bain Capital Credit. The industry teams also normally produce detailed investment reviews and financial models on every investment on a periodic basis.

The portfolio of investments of each Bain Capital Credit Client is reviewed by a team of investment professionals. The team generally includes Managing Directors and other investment professionals of Bain Capital Credit.
Reporting

Investors in the Bain Capital Credit Funds other than the CLOs and 1940 Act Funds typically receive, among other things, a copy of audited financial statements of the relevant Bain Capital Credit Fund within 120 days after the fiscal year end of such Bain Capital Credit Fund. In addition, investors will receive regular reporting updates through quarterly letters, investor meetings and other materials provided on the investor website. Bain Capital Credit and the General Partner of a Bain Capital Credit Fund will, from time to time, in their sole discretion, provide additional information upon request relating to such Bain Capital Credit Fund to one or more limited partners of such Bain Capital Credit Funds as it deems appropriate.

Investors in the CLOs typically receive, from the relevant trustee and among other things, quarterly reports detailing the aggregate principal balance of such CLO’s portfolio of assets and the interest and other proceeds received by such CLO from such assets and available for distribution to investors, the aggregate outstanding amount of such CLO’s outstanding debt and details regarding certain expenses incurred by such CLO. Separate Account Clients and 1940 Act Funds generally negotiate reporting requirements specific to their account. In the event of individually negotiated terms for Separate Accounts Clients and 1940 Act Funds, Bain Capital Credit will provide the reporting mutually agreed to by the parties as evidenced in their Advisory Agreement. please register to get more info

For details regarding economic benefits provided to Bain Capital Credit by non-clients, including a description of related conflicts of interest, please see Item 10 above. In addition, Bain Capital Credit and its related persons will, in certain instances, receive discounts on products and services provided by portfolio companies. From time to time Bain Capital Credit utilizes placement agents (including Bain Capital Credit’s affiliated limited purpose broker dealer, Bain Capital Distributors, LLC) to assist in raising capital from prospective investors. please register to get more info

Bain Capital Credit has determined that it has custody of Bain Capital Partnerships’ assets for purposes of the Advisers Act as Bain Capital Credit is a related person of the General Partner of each such Bain Capital Credit Partnership. It is the policy of Bain Capital Credit to comply with the Advisers Act requirements in respect of the assets of any such Bain Capital Credit Partnership. Bain Capital Credit will conduct all business operations in such a way that it will not physically hold such Bain Capital Credit Partnership’s securities or funds; instead, assets of such Bain Capital Credit Partnership will be preserved in the safekeeping of qualified custodians. In addition, limited partners of certain Bain Capital Credit Partnerships receive account statements directly from a qualified custodian. In certain other instances, Bain Capital Credit, in addition to the account statements sent by a qualified custodian, provides account statements directly to the limited partners of the Bain Capital Credit Partnerships. Limited partners of the Bain Capital Credit Partnerships should compare the account statements received from Bain Capital Credit with the account statements received from the qualified custodian.

In accordance with SEC guidance, with respect to certain investments in privately offered securities, a specified custodian may hold only documentation relating to or referencing such investments but not the actual investment itself, and/or investments of a Fund may not be registered in the name of the custodian. Consequently, the custodian may not have control over the disposition of such investments, or the ability to direct delivery of sale proceeds or other distributions from such investments to the custodian. Further, for such investments, the custodian may not have the ability to validate or reconcile ownership of the investment with any third party, including the issuer. please register to get more info

Bain Capital Credit provides investment advisory services to each of the Bain Capital Credit Partnerships pursuant to the Advisory Agreements. Investment advice is provided by Bain Capital Credit directly to the Bain Capital Credit Partnerships, subject to the direction and control of the affiliated General Partner of such Bain Capital Credit Partnership and not individually to investors in the Bain Capital Credit Partnerships. Any restrictions on investments in certain types of securities are established by the General Partner of the applicable Bain Capital Credit Partnership, and set forth in the documentation received by each limited partner prior to investment in such Bain Capital Credit Partnership. Bain Capital Credit provides investment management services to each Separate Account Client’s separate account in accordance with the terms and conditions of the Advisory Agreement. The terms of these documents are generally established at the time of the formation of the applicable separate account and are the result of negotiations with the applicable Separate Account Client. Bain Capital Credit provides collateral management services to each CLO in accordance with the terms and conditions of such Collateral Management Agreement or Sub-Advisory Agreement, as applicable, and other related documents of each such CLO. The terms of the Sub-Advisory Agreements, including any restrictions on activities, were established at the time that Bain Capital Credit began providing investment advisory services to the Sub-Advisory CLOs. The terms of the Advisory Agreements and other related documents of each CLO that is not a Sub-Advisory Fund were generally established at the time of the formation of the applicable CLO and are the result of negotiations with certain potential investors in the applicable CLO.

With respect to the 1940 Act Funds, Bain Capital Credit provides investment advisory services in accordance with the relevant Fund’s investment policies and restrictions, as stated in such Fund’s then-current prospectus and statement of additional information. please register to get more info

Bain Capital Credit intends to vote proxies or similar corporate actions in accordance with the best interests of the applicable Bain Capital Credit Client, taking into account such factors as it deems relevant in its sole discretion. Upon receipt of a proxy request, Bain Capital Credit’s operations department contacts the senior investment professional responsible for the issuer. The senior investment professional reviews the information, determines what is in the best interests of the Bain Capital Credit Client and ensures the vote is completed in a timely manner.

Bain Capital Credit’s proxy voting policy is designed to ensure that if a material conflict of interest is identified in connection with a particular proxy vote, that the vote is not improperly influenced by the conflict. Conflicts of interest will arise from time to time in relation to proxy voting requirements. Bain Capital Credit shall monitor all proxies for any potential conflicts of interest. If a material conflict of interest arises, Bain Capital Credit will determine what is in the best interests of the relevant Bain Capital Credit Client and will seek to take appropriate steps to eliminate any such conflict.

A detailed summary of Bain Capital Credit’s proxy voting policies and procedures are available to Bain Capital Credit Clients, prospective clients, limited partners and prospective limited partners of a Bain Capital Credit Fund during the investment due diligence process, a copy of which may be obtained by Bain Capital Credit’s Operations Department.

Existing Bain Capital Credit Clients may obtain copies of relevant proxy logs, identifying how proxies were voted in connection with a Bain Capital Credit Client, and copies of proxy voting policies and procedures upon written request to: Bain Capital Credit, LP, 200 Clarendon Street, Boston, MA 02116. Attn: Compliance Department. please register to get more info

Item 18 is not applicable to Bain Capital Credit.
Item 19. Requirements for State-Registered Advisers
Item 19 is not applicable to Bain Capital Credit. please register to get more info