ADVISORY BUSINESS
This Brochure generally includes information about BAM and its relationships with its affiliates and the Funds (as defined below). While much of this Brochure applies to all such affiliates and Funds, certain information included herein applies to specific affiliates or Funds only. References in this Brochure to “clients” are references to the Funds.
A. General Description of Advisory Firm
The Registrant is a Delaware limited liability company that commenced operations in 2008 and has investment advisory offices in Coral Gables, Florida; Urbandale, Iowa; and New York, New York. The principal owner of the Registrant is Bayview Asset Management Holdings, LLC, a Delaware limited liability company (“BAM Holdings”). BAM Holdings is the managing member of, and directly owns all of the equity interests in, the Registrant. The principal owner of BAM Holdings is Bayview Financial Holdings, L.P., a Delaware limited partnership (“BFH”) and the principal owner of BFH is BFTG Holdings Company, Inc., a Florida corporation, which is principally owned by David Ertel. David Ertel ultimately controls the Registrant through his ownership interest in Bayview Financial Management Corp., a Delaware corporation that serves as the general partner of BAM Holdings. David Ertel also controls the Registrant’s affiliated general partner and investment manager entities that advise the Funds (as defined below).
B. Description of Advisory Services
The Registrant and its affiliated general partner and management company entities (together with their controlled affiliates, “Bayview”) provide discretionary investment management services to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). Bayview is also a sub-advisor to an investment company subject to the Investment Company Act of 1940 and a public limited investment company under registration authorized by the Central Bank of Ireland (the “Blackstone Funds”) that are sponsored by another SEC-registered investment adviser. The Registrant has discretionary investment authority with respect to its sub-advised portion of the Blackstone Funds. Bayview Fund Management, LLC (the “Management Company”), a relying adviser and Delaware limited liability company that is a wholly-owned subsidiary of the Registrant, serves as the management company to the Funds. The Funds include: (i) Bayview Opportunity Domestic L.P. (“BOF-I Domestic”), Bayview Opportunity Offshore, L.P. (“BOF-I Offshore”) and Bayview Opportunity Master Fund, L.P. (“BOF-I Master” and together with BOF-I Domestic and BOF-I Offshore, the “BOF-I Funds”). Bayview Capital GP LLC serves as the general partner of BOF-I Domestic and BOF-I Master. Bayview Capital GP, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of BOF-I Offshore and has delegated its authority to manage the affairs of BOF- I Offshore to the Management Company. (ii) Bayview Opportunity Domestic IIa, L.P. (“BOF-IIa Domestic”), Bayview Opportunity Offshore IIa, L.P. (“BOF-IIa Offshore”) and Bayview Opportunity Master Fund IIa, L.P. (“BOF-IIa Master” and together with BOF-IIa Domestic and BOF-IIa Offshore, the “BOF-II Funds”). Bayview Capital GP IIa, LLC serves as the general partner of BOF-IIa Domestic and BOF-IIa Master. Bayview Capital GP IIa, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of BOF-IIa Offshore and has delegated its authority to manage the affairs of BOF-IIa Offshore to the Management Company. (iii) Bayview Opportunity Domestic IIIa, L.P. (“BOF-IIIa Domestic”), Bayview Opportunity Offshore IIIa, L.P. (“BOF-IIIa Offshore”) and Bayview Opportunity Master Fund IIIa, L.P. (“BOF-IIIa Master” and together with BOF-IIIa Domestic and BOF-IIIa Offshore, the “BOF- IIIa Funds”). Bayview Capital GP IIIa, LLC serves as the general partner of BOF-IIIa Domestic and BOF-IIIa Master. Bayview Capital GP IIIa, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of BOF-IIIa Offshore and has delegated its authority to manage the affairs of BOF-IIIa Offshore to the Management Company. (iv) Bayview Opportunity Domestic IIIb, L.P. (“BOF-IIIb Domestic”), Bayview Opportunity Offshore IIIb, L.P. (“BOF-IIIb Offshore”) and Bayview Opportunity Master Fund IIIb, L.P. (“BOF-IIIb Master” and together with BOF-IIIb Domestic and BOF-IIIb Offshore, the “BOF- IIIb Funds,” and collectively with the BOF-IIIa Funds, the “BOF-III Funds”). Bayview Capital GP IIIb, LLC serves as the general partner of BOF-IIIb Domestic and BOF-IIIb Master. Bayview Capital GP IIIb, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as a general partner of BOF-IIIb Offshore and has delegated its authority to manage the affairs of BOF-IIIb Offshore to the Management Company. (v) Bayview Opportunity Domestic IVa, L.P. (“BOF-IVa Domestic”), Bayview Opportunity Offshore IVa, L.P. (“BOF-IVa Offshore”) and Bayview Opportunity Master Fund IVa, L.P. (“BOF-IVa Master” and together with BOF-IVa Domestic and BOF-IVa Offshore, the “BOF- IVa Funds”). Bayview Capital GP IVa, LLC serves as the general partner of BOF-IVa Domestic and BOF-IVa Master. Bayview Capital GP IVa, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of BOF-IVa Offshore and has delegated its authority to manage the affairs of BOF-IVa Offshore to the Management Company. (vi) Bayview Opportunity Domestic IVb, L.P. (“BOF-IVb Domestic”), Bayview Opportunity Offshore IVb, L.P. (“BOF-IVb Offshore”) and Bayview Opportunity Master Fund IVb, L.P. (“BOF-IVb Master” and together with BOF-IVb Domestic and BOF-IVb Offshore, the “BOF- IVb Funds”). Bayview Capital GP IVb, LLC serves as the general partner of BOF-IVb Domestic and BOF-IVb Master. Bayview Capital GP IVb, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of BOF-IVb Offshore and has delegated its authority to manage the affairs of BOF-IVb Offshore to the Management Company. (vii) Mortgage Fund IVc, LP (“Fund IVc”). Mortgage Fund GP IVc, LLC serves as the general partner of Fund IVc. (viii) Koitere Fund, LP (“Koitere Fund,” and together with the BOF-IVa Funds, the BOF-IVb Funds, Fund IVc, the “BOF-IV Funds”). Koitere GP, LLC serves as the general partner of Koitere Fund. (ix) Bayview Opportunity Domestic V, L.P. (“BOF-V Domestic”), Bayview Opportunity Offshore V, L.P. (“BOF-V Offshore”) and Bayview Opportunity Master Fund V, L.P. (“BOF- V Master” and together with BOF-V Domestic and BOF-V Offshore, the “BOF-V Funds,” and together with the BOF-I Funds, the BOF-II Funds, the BOF-III Funds, the BOF-IV Funds, the “BOF Funds”). Bayview Capital GP V, LLC, a Delaware limited liability company, serves as the general partner of BOF-V Domestic, BOF-V Offshore and BOF-V Master. (x) Bayview Opportunity Domestic V AIV, L.P. (“BOF-V AIV Domestic”), Bayview Opportunity Offshore V AIV 1, L.P. (“BOF-V AIV 1 Offshore”), Bayview Opportunity Offshore V AIV 2, L.P. (“BOF-V AIV 2 Offshore”) and Bayview Opportunity V Oceanview, L.P. (“BOF-V Oceanview” and together with BOF-V AIV Domestic, BOF-V AIV 1 Offshore and BOF-V AIV 2 Offshore, the “BOF-V Oceanview Funds,” and together with the BOF-I Funds, the BOF-II Funds, the BOF-III Funds, the BOF-IV Funds, and the BOF-V Funds, the “BOF Funds”). Bayview Capital GP V, LLC, a Delaware limited liability company, serves as the general partner of BOF-V AIV Domestic, BOF-V AIV 1 Offshore, BOF-V AIV 2 Offshore, and BOF-V Master. (xi) Bayview MSR Opportunity Domestic, L.P. (“MSR Domestic”), Bayview MSR Opportunity Offshore, L.P. (“MSR Offshore”), Bayview MSR Opportunity Master Fund, L.P. (“MSR Master” and together with MSR Domestic and MSR Offshore, the “MSR Funds”). Bayview Capital GP MSR, LLC serves as the general partner of MSR Domestic and MSR Master. Bayview Capital GP MSR, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of MSR Offshore and has delegated its authority to manage the affairs of MSR Offshore to the Management Company. (xii) Ivalo Fund, L.P. (“Ivalo Fund”). Ivalo GP, LLC serves as the general partner of Ivalo Fund. (xiii) Bayview Mortgage Securities Domestic, L.P., (“BMS Domestic”), Bayview Mortgage Securities Offshore, Ltd. (“BMS Offshore”) and Bayview Mortgage Securities Master Fund, L.P. (“BMS Master” and together with BMS Domestic and BMS Offshore, the “BMS Funds”). Bayview Mortgage Securities GP, LLC serves as the general partner of BMS Domestic and BMS Master. The directors of BMS Offshore are not affiliated with Bayview and have delegated authority to manage the affairs of BMS Offshore to the Management Company. (xiv) Bayview Liquid Credit Strategies Domestic, L.P. (“Liquid Credit Strategies Domestic”), Bayview Liquid Credit Strategies Offshore, L.P. (“Liquid Credit Strategies Offshore”) and Bayview Liquid Credit Strategies Master Fund, L.P. (“Liquid Credit Strategies Master” and together with Liquid Credit Strategies Domestic and Liquid Credit Strategies Offshore, the “Liquid Credit Strategies Funds”). Bayview Liquid Credit Strategies GP, LLC serves as the general partner of Liquid Credit Strategies Domestic and Liquid Credit Strategies Master. Bayview Liquid Credit Strategies Offshore GP, LLC, a Delaware limited liability company registered as a foreign company in the Cayman Islands, serves as general partner of Liquid Credit Strategies Offshore. In addition to the Funds, the Registrant provides discretionary investment management services as a sub-adviser to the Blackstone Alternative Multi-Strategy Fund, an investment company registered under the Investment Company Act of 1940 that trades under the ticker BXMIX (“BXMIX”), and the Blackstone Diversified Multi-Strategy Fund, a fund authorized by the Central Bank of Ireland pursuant to the Undertaking for Collective Investments in Transferable Securities Directive that trades under the ticker BXDMS (“BXDMS”). Oceanview Asset Management, LLC, a relying adviser and Delaware limited liability company that is an indirectly wholly-owned subsidiary of the Registrant, acts as investment adviser to certain insurance and re-insurance company subsidiaries of Oceanview Holdings, Ltd. (collectively, the “Oceanview Group”), as well as certain accounts of insurance companies that are re-insurance clients of the Oceanview Group (with respect to investment accounts related to such reinsurance arrangements). The Oceanview Group is wholly-owned by the BOF-V Oceanview Funds. As more fully set forth in Item 8 below, the BOF Funds invest primarily, although not exclusively, in residential and commercial whole loans, asset-backed securities and other credit-sensitive financial instruments. The BOF Funds generally focus on the acquisition and, through the Registrant’s subsidiaries and affiliates, the management and servicing of credit- sensitive loans and real estate owned, asset-backed securities and related derivative instruments. As more fully set forth in Item 8 below, the MSR Funds invest primarily in mortgage servicing rights (“MSRs”), mortgage-related securities, and agency mortgage loans. As more fully set forth in Item 8 below, the BMS Funds and Ivalo Fund invest primarily in asset-backed securities. As more fully set forth in Item 8 below, the Liquid Credit Strategies Funds invest primarily, although not exclusively, in equity and debt securities of finance and mortgage related issuers, asset backed securities, and derivatives related thereto. As more fully set forth in Item 8 below, the BOF-V Oceanview Funds primarily invest in a controlling equity interest in the Oceanview Group. As more fully set forth in Item 8 below, the Blackstone Funds’ adviser seeks capital appreciation by allocating the Funds’ assets among a variety of non- traditional or “alternative” investment strategies, and Bayview’s allocated portions of such Funds invest primarily in asset-backed securities. C. Availability of Customized Services for Individual Clients While the Funds may have similar and overlapping investment objectives and investment parameters, Bayview’s advice with respect to the Funds is made in accordance with the investment objectives and guidelines as set forth in each Fund’s constituent documents, which include any confidential private placement memorandum, organizational documents and/or investment management agreements. Bayview has the right to enter into agreements, such as side letters, with certain underlying investors of the Funds that may, in each case, provide for terms of investment that are more favorable than the terms provided to other underlying investors of the Funds.
D. Wrap Fee Programs
Not applicable.
E. Assets Under Management
Bayview manages approximately $15,076,724,000 as of December 31, 2018 on a discretionary basis. This figure represents the unaudited net asset value of the Funds as of December 31, 2018, plus any uncalled capital commitments for commitment-based Funds that are either still in their investment periods or subject to call to fund transactions committed to prior to the end of their investment periods, and Bayview’s allocated portions of the Blackstone Funds. As of the date of this filing, Bayview manages no assets on a non-discretionary basis. please register to get more info

FEES AND COMPENSATION
A. Fees and Compensation
Management Fee Generally, the Funds pay the Management Company a fee for investment management services (the “Management Fee”) for each fiscal quarter ranging from approximately 0.25% (1.00% per annum) to 0.5% (2.0% per annum) of the beginning net asset value of each investor’s capital account for such fiscal quarter. With respect to certain Funds that are private equity-style funds, the Management Fee is generally based on commitments during the investment period and net asset value thereafter. In consideration for the Management Fee, the Management Company will provide to the Funds certain office space and utilities, secretarial, clerical and other personnel services. The Management Fee is calculated and paid in advance but is amortized monthly by each Fund over the quarter for which such Management Fee is paid. With respect to certain Funds, the Management Fee generally will be prorated for any capital contribution or withdrawal by an investor that is effective other than as of the first day of a quarter. With respect to certain Funds, in the event of a withdrawal by an investor other than as of the last day of the quarter, the Management Company will repay to the Fund a pro rata portion of the Management Fee, based on the actual number of days remaining in such quarter. In the sole discretion of the Management Company, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. With respect to certain Funds that are set up for a single investor or a group of related investors, the Management Fee may be calculated differently in accordance with the relevant Fund’s constituent documents. Incentive Allocation and Carried Interest The general partner of each hedge fund-style Fund generally will receive an annual performance-based allocation or fee (an “Incentive Allocation” or “Incentive Fee”, as applicable) of a portion of the net capital appreciation allocated to each investor’s capital account, as more fully described below. Generally, at the end of each calendar year of certain of the hedge-fund style Funds, net capital appreciation, if any, allocated or apportioned to an investor’s capital account in such Fund will generally be reallocated or reapportioned by the Fund, as applicable, in the following order of priority (as more fully described in such Fund’s constituent documents): (i) first, to the investor until the investor has made up previous losses; (ii) second, to the investor until it has achieved a hurdle rate of return; (iii) third, to the general partner and the investor pursuant to a catch-up allocation until the general partner has received 20% of such net capital appreciation for such year; (iv) fourth, an 80/20 split between the investor and the general partner, respectively, until the return equals a threshold amount; and (v) fifth, a 70/30 split between the investor and the general partner, respectively. The general partner of each private equity-style Fund generally will receive a carried interest distribution (a “Carried Interest Distribution”) representing a portion of each distribution of capital to each investor, as more fully described below. Generally, in certain of the private equity-style Funds, distributions are apportioned between each investor and the general partner in the following order of priority (as more fully described in such Fund’s constituent documents): (i) first, to the investor until it has received an amount equal to the aggregate capital contributions made by such investor; (ii) second, to the investor until it has achieved a preferred rate of return on its aggregate capital contributions; (iii) third, to the general partner and the investor pursuant to a catch-up provision until the general partner has received 20% of the amounts distributed to the investor; and (iv) fourth, an 80/20 split between the investor and the general partner, respectively. In the sole discretion of the relevant Bayview entity, the Incentive Allocation, Incentive Fee, Carried Interest Distributions or Sub-Advisory Fee (as defined below) may be waived, reduced or calculated differently with respect to certain investors. With respect to certain Funds that are set up for a single investor or a group of related investors, the Incentive Allocation, Incentive Fee, or Carried Interest Distributions, as applicable, may be calculated differently, in accordance with the relevant Fund’s constituent documents. Sub-Advisory Fee As a sub-adviser of BXMIX, the Registrant generally will receive an annual sub-advisory fee (a “Sub-Advisory Fee”) generally at a rate of 0.80% multiplied by the average daily net assets of the allocated portion of BXMIX’s assets. As a sub-adviser of BXDMS, the Registrant generally will receive a Sub-Advisory Fee generally at a rate of 0.35% multiplied by the average daily net assets of the allocated portion of BXDMS and an annual performance-based fee based on the net aggregate realized and unrealized appreciation, if any, in the net asset value of the assets comprising the allocated portion of BXDMS.
B. Payment of Fees
Fees and compensation paid or allocated to the Management Company and the general partners by the Funds are generally deducted from the assets of such Funds (or reallocated from the investors’ capital accounts to the general partners’ capital accounts) at the times and in the manner discussed above. The investment adviser to the Blackstone Funds pays Registrant’s Sub-Advisory Fee.
C. Additional Fees and Expenses
To the extent permitted under the relevant Funds’ constituent documents, each Fund bears all of its (and, as applicable, a pro rata share of any such Fund’s corresponding master fund’s) legal and other organizational expenses incurred in the formation of such Fund (and the Fund’s corresponding master fund), including all expenses relating to the offer and sale of interests in such Fund, including reasonable travel expenses; provided that legal and other organizational expenses (other than the fees payable to any placement agent for the interests in such Fund, which will be borne by the Management Company either directly or indirectly by offsetting management fees owed to the Management Company as provided below) borne by such Fund may be subject to a cap. Bayview (and not the relevant Fund) bears any such legal and other organizational expenses in excess of any such cap. The Management Company may advance to the Funds amounts to pay for the Funds’ organizational expenses and expenses incurred in connection with the initial offering and sale of interests, as well as other expenses related to the Funds, including those described below. The Management Company is entitled to reimbursement from the Funds of all such advanced expenses. The Funds bear their (and a pro rata share of their corresponding master fund’s) operating and other expenses including, but not limited to, investment-related expenses (e.g., costs, fees and other out-of-pocket expenses directly related to (i) the investigation of investment opportunities (whether or not consummated) and research-related expenses, including, without limitation, news and quotation equipment and services, market data services, data source providers, software, subscription services, inventory management systems, fees to third-party providers of research, portfolio risk management services (including trade capture and inventory management systems) and brokerage costs and fees and (ii) the negotiation, acquisition, settlement, ownership, financing, hedging or sale of its investments and other transaction costs, including travel expenses, transaction fees, consulting, advisory, investment banking, legal and other professional fees relating to investments or contemplated investments, whether or not such investments are consummated, brokerage commissions, expenses relating to short sales, bank service fees, administrative expenses (including, without limitation, fees and expenses of the Fund administrator), fund representative and paying agent fees, information-related expenses, clearing and settlement charges, custodial fees, interest expenses, appraisal fees and expenses), legal, auditing and accounting expenses (including expenses associated with the preparation of feeder fund and corresponding master fund financial statements, tax returns and Schedules K-1 and any costs related to transfers), expenses incurred in collection of monies owed to a feeder fund and/or corresponding master fund, insurance expenses (including, without limitation, directors’ and officers’ insurance, errors and omissions insurance and other similar policies), expenses related to the offering or transfer of interests (e.g., legal expenses incurred in connection with the preparation and negotiation of offering or transfer documents, operating agreements and side letters, printing and mailing costs, travel expenses related to the offer and sale of interests, and placement fees payable by such Fund in connection with the offering of interests therein (which placement fees will offset management fees dollar for dollar)), expenses related to professional liability insurance, regulatory expenses (including, without limitation, filing fees), the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages), and to the extent applicable, any entity-level taxes, fees or other governmental charges levied against the Fund or corresponding master fund, wind-up and liquidation expenses, extraordinary expenses (such as litigation-related and indemnification expenses) and expenses comparable to the foregoing. In addition, the MSR Funds also bear expenses associated with any hedging and swap transactions to give the MSR Funds economic exposure to the MSRs owned by Lakeview Loan Servicing (“Lakeview”), an indirect wholly-owned subsidiary of the MSR Funds, loan portfolios in the pipeline or in inventory, Lakeview’s rent and overhead expenses and the salary and benefits of Lakeview’s employees. Lakeview may lease office space from Bayview at terms no less favorable than those on which Lakeview could have leased comparable office space from an unrelated party in an arm’s length transaction. While Bayview and BLS (as defined below) currently provide a substantial portion of the back-office support for Lakeview, Lakeview has assumed and is expected to continue to assume more of its own operations over time, particularly to the extent advisable from a regulatory perspective. As Lakeview continues to expand, the expenses of Lakeview are expected to increase significantly. The MSR Funds also bear the expenses of entities controlled directly or indirectly by the MSR Funds or that are under common control with the MSR Funds, in each case that have been organized to carry out the business principally of and for the benefit of the MSR Funds (including, without limitation, Bayview MSR Opportunity Corp. (“Fund Corp”), Lakeview Community Capital, LLC, and Lakeview) (each, a “Controlled Affiliate”). See Item 12 for further discussion with respect to fees associated with brokerage practices. Certain Funds will also pay fees to Bayview for (i) sourcing investment opportunities, underwriting and managing the purchase process for certain of the Funds’ investments (such fees, the “Acquisition Fees”); (ii) servicing or overseeing the servicing of certain of the loans in such Funds’ portfolios (such fees, the “Servicing Fees”); (iii) with respect to the MSR Funds and other Funds, providing loss mitigation services, foreclosure services and bankruptcy services to subservicers with respect to mortgage loans underlying the MSR Funds’ MSRs or loans owned by Funds (such fees, the “Component Fees”); and (iv) providing loan origination services, third-party origination services and information technologies services including, without limitation, services relating to various sales functions in connection with sourcing eligible third party originated loans, loan underwriting and loan processing, capital market activities, credit policy and lender management, new loan set-up and other support functions (such fees, the “Origination Fees”). BAM subsidiaries, including Bayview Loan Servicing, LLC, (“BLS”), may originate a new loan to a borrower, originate a new loan to refinance an existing loan owned by a Fund, or may accomplish modifications to an existing loan owned by a Fund that results in a new loan. In connection with any such refinancing, these BAM subsidiaries may charge certain Funds a fee based on the amount of such new or modified loan (the “Refinancing Fee”). If these BAM subsidiaries facilitate the origination of a new loan by a third party in connection with a refinancing of an existing loan owned by a Fund, they may charge such Fund an additional fee based on the amount of such new or modified loan (the “Facilitation Fee”). BAM subsidiaries may also originate loans and sell them to the Funds at an agreed upon price. The Acquisition Fees, Servicing Fees, Component Fees, Origination Fees, Refinancing Fees and Facilitation Fees are described more fully in the confidential private placement memoranda of the Funds to which such fees apply. Bayview from time to time incurs fees, costs and expenses on behalf of one or more Funds. To the extent such fees, costs and expenses are incurred for the account of more than one Fund, each Fund bears a portion of any such fees, costs and expenses generally in proportion to its size, the size of its investment in the activity or entity to which the expense relates (subject to the terms of each Fund’s applicable constituent documents), or in such manner as Bayview considers fair and equitable under the circumstances. Investment-related expenses that are common to more than one Fund, such as broken-deal expenses, generally will be allocated pro rata in the same proportion that the investment is or would have been allocated to the Funds. Bayview endeavors to allocate such fees, costs and expenses on a fair and reasonable basis pursuant to its expense allocation policy. Bayview is entitled to reimbursement from such Fund for any expenses incurred by the Fund and paid in advance by Bayview on behalf of such Fund.
D. Prepayment of Fees
Please see response to Items 5A and 5B above.
E. Additional Compensation and Conflicts of Interest
As discussed above, Bayview receives the fees discussed above in Item 5C in connection with sourcing investment opportunities, underwriting and managing the purchase process for certain Funds’ investments. Bayview may also receive a due diligence fee from certain Funds for every loan reviewed for such Funds, which includes underwriting, appraisal review, title review and transaction management. In addition, Bayview may receive a closing fee from certain Funds for every loan closed on behalf of such Funds. Certain of these fees give rise to a conflict of interest and may create an incentive for Bayview to make investments on behalf of certain Funds based on the compensation received by Bayview, rather than the Funds’ needs. In order to mitigate the conflicts involved with these transactions, Bayview has agreed to a fee schedule in the relevant Funds’ confidential private placement memoranda. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
As noted in Item 5, Bayview receives performance-based compensation from the Funds. Clients should be aware that performance-based compensation may be deemed to create a conflict of interest for Bayview, as there can be an incentive for Bayview to make investments that are riskier or more speculative than would be the case in the absence of performance compensation. In addition, in situations where certain Funds will pay smaller performance compensation (due to the existence of a loss carryforward, a higher preferred return, different compensation rates and structures or otherwise), there can be an incentive for Bayview to favor those Funds that pay higher performance compensation, for example, by allocating more opportunities to such Funds. To seek to mitigate this inherent conflict of interest, Bayview has implemented allocation policies and procedures (discussed more fully in Item 11D) that seek to ensure that strategy appropriate investments are allocated among the Funds and the Blackstone Funds on what Bayview deems to be an equitable basis. please register to get more info

TYPES OF CLIENTS
Bayview provides investment advice to the Funds and the Blackstone Funds, as described above in Item 4. Bayview also provides investment advice to the Oceanview Group, which is wholly-owned by certain Funds, as well as certain accounts of insurance companies that are re- insurance clients of the Oceanview Group (with respect to investment accounts related to such reinsurance arrangements), as described above in Item 4. With regard to the Funds, the constituent documents for each Fund set minimum amounts for investment by prospective investors. Bayview may modify or waive such minimum investment requirements from time to time; however, investors in each Fund must: (i) be "accredited investors"; (ii) be "qualified purchasers" or eligible "knowledgeable employees"; and (iii) meet other suitability requirements. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies
The investment programs for each of the Funds and the Blackstone Funds involve a substantial degree of risk and such activities could result in a substantial loss of capital, which investors should be prepared to bear. The Funds (Generally) Subject to any limitations in a particular Fund’s constituent documents, Bayview is authorized to invest in all types of securities, other financial instruments and assets of issuers and counterparties located in any region of the world. The securities, instruments and other assets in which one or more of the Funds may invest include, but are not limited to debt or equity securities of any issuer (public or private), including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; loans (including, without limitation, residential, commercial and consumer performing, non-performing and re-performing whole loans, agency, non-agency and commercial mortgage-backed securities, interest-only securities and inverse interest-only securities and REO) and loan participations; structured products; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; interest rate, currency, commodity, equity and other derivative products including, without limitation: (i) futures contracts (and options thereon) relating to stock indices, securities, currencies, commodities, U.S. Government and foreign government securities and other financial instruments; (ii) swaps, options, swaptions, puts, calls, warrants, debt securities, caps, collars, floors and forward rate agreements; (iii) spot and forward currency transactions; and (iv) agreements relating to or securing such transactions; real estate securities; credit risk transfer agreements; mortgage-backed obligations issued or collateralized by Federal agencies (including, without limitation, fixed-rate pass-throughs, adjustable rate mortgages, collateralized mortgage obligations and stripped mortgage-backed securities); MSRs; equipment lease certificates; equipment trust certificates; credit paper; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; choses in action; contract and any other claims; executory contracts; participations; mutual funds; money market funds; obligations of the United States or any state thereof, foreign governments and instrumentalities of any of them; commercial paper certificates of deposit; banker’s acceptances; trust receipts; and other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable; and real and personal property, including, without limitation, office, retail, industrial, hotel, residential, recreational, health care or mixed-use assets or land. The BOF Funds Bayview’s investment strategy with respect to the BOF Funds involves investing primarily, although not exclusively, in residential and commercial whole loans, agency, non-agency and commercial mortgage-backed securities and other credit-sensitive financial instruments. While there are no material limitations on the assets in which the BOF Funds may invest, except with respect to a 10% limitation in certain Funds on non-agency loans originated by BLS, these Funds generally focus on the acquisition and, through the Registrant’s subsidiaries and affiliates, the management and servicing of the assets that are eligible for investment, which include, without limitation, residential and commercial mortgages; consumer performing, non- performing and re-performing whole loans; interest-only securities and inverse interest-only securities; real estate owned (“REO”); agency, non-agency, commercial mortgage and other asset-backed securities; mortgage-related credit and real estate derivatives; equity, debt or options in mortgage-related companies; and other industry similar assets, including loans and other assets secured by U.S. and non-U.S. collateral. The BOF Funds may also take long and short proprietary positions in corporate securities, credit derivatives and indices, either for investment or to hedge their loan strategies and cash and other synthetic positions. While the specific investment opportunities available to the BOF Funds may change over time as supply/demand dynamics in the market and the origination industry evolve, Bayview generally focuses on a wide range of opportunities and strategies within the mortgage credit sector and seeks to capitalize on its expertise in loan modifications and proprietary models to analyze underlying collateral in combination with active servicing through its affiliated servicer, BLS, to engage in loss mitigation. In pursuing the investment strategies of the BOF Funds, Bayview will seek to invest in assets that can be acquired at what it believes to be discounts to their principal economic value due to credit impairment, liquidity or other factors. Bayview’s underwriting and diligence team conducts an extensive review of opportunities and follows a disciplined underwriting approach. Bayview’s diligence practices include loan-level real estate reviews and borrower credit diligence, legal diligence, lien searches, review of payment histories, expeditious recording of assignments and mortgages and other components of risk management. Additionally, Bayview’s valuation team of licensed in-house appraisers seek to evaluate market value in combination with traders who seek to leverage internally developed research and analytics to make pricing and portfolio management decisions. Bayview’s loss mitigation team is trained to assess each borrower’s individual circumstance in an attempt to maximize the value of each loan, including rate/term modifications, forbearance plans, deeds-in-lieu of foreclosure, shortfall payoffs and, if necessary, foreclosure and REO liquidation. The BOF Funds will employ on occasion a credit facility (“Commitment Facility”) to finance certain investments. Borrowing capital from the Commitment Facility (instead of drawing down investors’ capital commitments) will increase the BOF Funds’ leverage and thus may shorten the period required to attain an investor’s hurdle amount and/or produce a higher internal rate of return (as these figures are based on net asset value) than if such figures were calculated based on the drawdown of capital commitments. Fund IVc has certain limits on investments that are not applicable to the other BOF Funds (as more fully described in its constituent documents). The MSR Funds Bayview’s primary investment strategy with respect to the MSR Funds is to seek to generate attractive risk-adjusted returns by generating current income and capital appreciation through investments in MSRs. While the MSR Funds focus primarily on investing in MSRs, the MSR Funds may also invest in other mortgage-related and financial services-related investments, including, without limitation, investments in asset backed securities, other mortgage-related agency bonds (including first-loss tranches), interest-only securities and inverse interest-only securities, agency and non-agency mortgage-backed securities and mortgage-related credit, interest-only, and real estate derivatives, and real estate-backed residential and commercial loans. The MSR Funds may also make mortgage-related and financial services-related equity investments (e.g., equity investments in mortgage originators, servicers, lenders, banks and real estate investment trusts). Except for MSRs and assets associated with the MSRs indirectly owned by the MSR Funds, each of the investments described in this paragraph is an “Other Eligible Investment”. The aggregate amount of Other Eligible Investments held by the MSR Funds generally will not comprise more than 25% of MSR Master’s net asset value (measured at the time of investment). In pursuing this investment strategy, Lakeview (and indirectly the MSR Funds) seeks to generate positive cash flow by engaging subservicers to perform the primary servicing functions at a cost that is less than the servicing fees the MSR Funds are entitled to as owner of the MSRs. In evaluating whether a particular pool of MSRs is appropriate to purchase, Lakeview will consider numerous factors, including, without limitation: (i) potential for risk- adjusted returns based on the contemplated purchase price and asset structure; (ii) characteristics of the underlying mortgage loans; (iii) terms and conditions imposed by the relevant pooling and servicing agreements; and (iv) availability of a highly qualified subservicer on favorable economic terms. The ability of Lakeview to refinance or participate in a credit risk transfer arrangement with respect to the loans underlying the MSRs will also be considered in evaluating a particular MSR purchase. The MSR Funds also will employ on occasion a credit facility (“Commitment Facility”) to finance certain investments. Borrowing capital from the Commitment Facility (instead of drawing down investors’ capital commitments) will increase the MSR Funds’ leverage and thus may shorten the period required to attain an investor’s hurdle amount and/or produce a higher internal rate of return (as these figures are based on net asset value) than if such figures were calculated based on the drawdown of capital commitments. In addition to the MSR Funds’ investment program, Lakeview participates in the refinancing of mortgage loans underlying MSRs owned by Lakeview (e.g., through the origination of a new loan). Lakeview also participates in other various forms of third party originations, generally with the goal of selling the acquired loans to the agencies and retaining the MSRs. Under certain circumstances, Lakeview may acquire such newly originated loans contemporaneously with or shortly after the closing of such loan (i.e., table funding). Additionally, Lakeview may originate loans sourced by approved mortgage brokers. In each case, loans that are sold to the agencies will be sold typically at a discount to the cost of acquiring such loans, which discount will effectively be the cost of acquiring the MSR. As sole shareholder of Fund Corp, MSR Master (and, thus, the MSR Funds) indirectly recognizes all profits and suffers all losses incurred by Lakeview. MSR Master entered into certain prepaid swap contracts with Fund Corp pursuant to which MSR Master made an up- front payment to Fund Corp in exchange for which Fund Corp agreed to make periodic payments to MSR Master based on a percentage of the Gross Mortgage Servicing Fee (as defined below) actually collected with respect to the mortgage loans subject to the MSRs owned by Lakeview. As used herein, the term “Gross Mortgage Servicing Fee” means, with respect to any MSR, the periodic fee paid in respect of the underlying loans, which is based on a specified annual percentage rate and the unpaid principal balance of the mortgage loans subject to the MSR as of the beginning of the period. The BMS Funds and Ivalo Fund Bayview’s investment strategy with respect to the BMS Funds and Ivalo Fund is to generate risk-adjusted returns by investing primarily in primary and secondary market asset-backed securities and related financial instruments. The Ivalo Fund may also invest in mortgage-related and financial services-related equity investments (e.g., equity investments in mortgage originators, servicers, lenders, banks and real estate investment trusts). The Liquid Credit Strategies Funds Bayview’s investment strategy with respect to the Liquid Credit Strategies Funds is to generate risk adjusted returns by employing a range of investment strategies globally, including investing in public and private securities and a broad array of other financial instruments and assets in both private and public markets. There are no substantive limits on the investment strategies that may be pursued by these Funds. The Liquid Credit Strategies Funds may invest in assets relating to the mortgage industry, including, mortgage-backed securities, collateralized debt obligations, collateralized loan obligations, commercial mortgage-backed securities, asset-backed securities, interest-only securities and inverse interest-only securities, mortgage-related credit and real estate derivatives, interest rate derivatives and equity, debt or options in real estate related or mortgage-related companies, among other industry similar assets, including other assets secured by U.S. and non-U.S. collateral. These Funds may also engage in short selling for both investment and hedging purposes. The Liquid Credit Strategies Funds generally do not invest directly in whole loans.

The Blackstone Funds

Bayview’s investment strategy with respect to its allocated portions of the Blackstone Funds is to generate capital appreciation by investing in certain residential mortgage-backed securities, commercial mortgage-backed securities, and consumer asset-backed securities within a defined investment mandate.

The descriptions set forth in this Brochure of specific advisory services that Bayview offers to clients, and investment strategies pursued and investments made by Bayview on behalf of its clients, should not be understood to limit in any way Bayview’s investment activities. Bayview may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Bayview considers appropriate, subject to each client’s investment objectives and guidelines. There can be no assurance that the investment objectives of any Fund will be achieved.
B. Certain Risks Relating to Investment Strategies
The following risk factors do not purport to be a complete list or explanation of the risks involved with the activities of Bayview, the Funds or the Blackstone Funds. These risk factors include only risks Bayview believes to be material, significant or unusual based on information currently available, and relate to particular investment strategies employed by Bayview and Fund investments made pursuant thereto (some of which also apply to Bayview’s allocated portions of the Blackstone Funds, particularly those relating to certain ABS and MBS (defined below)), and do not address material, significant or unusual risks associated with other factors, including, without limitation certain instrument types, structural risks and certain market risks, or risks applicable to the Blackstone Funds beyond the portion of their funds allocated to Bayview. Overall Investment Strategy and Investment Risks Risks of Investments Generally. All investments risk the loss of capital. No guarantee or representation is made that the Funds’ investment programs will be successful. The Funds’ investment programs involve, without limitation, risks associated with limited diversification and concentration, leverage, investments in speculative assets and the use of speculative investment strategies and techniques, interest rates, currencies, volatility, tracking risks in hedged positions, credit deterioration or default or prepayment risks, systems risks and other risks inherent in the Funds’ and any controlled affiliates’ activities. Certain investment techniques of the Funds (e.g., use of direct leverage or indirectly through leveraged investments) can, in certain circumstances, magnify the impact of adverse market moves to which the Funds may be subject. In addition, the Funds’ investments may be materially affected by conditions in real estate markets, the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Funds and any controlled affiliates may invest their assets. The Funds’ methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Limited Diversification. In the normal course of making investments on behalf of the Funds, Bayview may be concentrated within the mortgage credit sector and in MSRs. In addition, in some Funds, it is possible that Bayview may select investments that are concentrated in a limited number or type of financial instruments or assets. From time to time, a Fund’s portfolio may consist of a significant portion of either loans or securities. Such concentration of risk may increase the losses suffered by the Funds or reduce their ability to hedge their exposure and to dispose of depreciating assets. Limited diversity could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those financial instruments or assets. In the Funds that are concentrated in a limited number or type of financial instruments (such as MSRs), the overall adverse impact on the Funds of adverse movements in the value of their portfolios will be considerably greater than if the Funds were not permitted to concentrate their investments in such manner. Leverage. The Funds generally intend to lever their assets through various types of financings, including seller financing, and through various securitization vehicles. Bayview may also cause the Funds to leverage their investment returns with options, short sales, swaps, forwards and other derivative instruments. While leverage presents opportunities for increasing the Funds’ total returns, it has the effect of potentially increasing losses as well. Accordingly, any event that adversely affects the value of an investment by the Funds would be magnified to the extent the Funds are leveraged. The cumulative effect of the use of leverage by the Funds in a market that moves adversely to the Funds’ investments could result in a substantial loss to the Funds, which would be greater than if the Funds were not leveraged. Leverage will increase the exposure of the Funds to adverse economic factors such as significantly rising interest rates, severe economic downturns or deterioration in the condition of the Funds’ investments or their corresponding markets. The Funds may engage in portfolio financings where several investments are cross- collateralized, pursuant to which multiple investments may be subject to the risk of loss. As a result, the Funds could lose their interests in performing investments in the event such investments are cross-collateralized with poorly performing or non-performing investments. In addition, recourse debt, which the Funds reserve the right to obtain, may subject other assets of the Funds’ investments to risk of loss. Illiquidity. A substantial portion of the Funds’ portfolios may consist of loans, MSRs or other financial instruments that are not actively or widely traded and the Funds may invest in illiquid securities, or securities that become illiquid after the Funds’ investments in such securities. Mortgage/real-estate-backed loans and asset-backed securities are generally less liquid than are other securities (e.g., stocks or bonds). The reduction in dealer market-making capacity in the fixed income markets that has occurred in recent years has the potential to further reduce liquidity. Certain securities and other investments held by the Funds may also be illiquid because, for example, they are subject to legal or other restrictions on transfer. Valuation of the Funds’ investments may be difficult or uncertain, including with respect to securities, because there may be limited information available about the issuer. In addition, the sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Even those markets which are expected to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Consequently, it may be relatively difficult for the Funds to dispose of certain investments rapidly and at favorable prices in connection with withdrawal requests, adverse market developments or other factors. Investments Longer than Term. A Fund may make investments, which may not be advantageously disposed of prior to the date that the Fund will be dissolved, either by expiration of the Fund’s term or otherwise. The Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. There can be no assurances with respect to the time frame in which the winding up and the final distribution of proceeds to the investors will occur. General Economic and Market Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, rules and regulations (including laws relating to taxation of the Funds’ investments), trade barriers, currency exchange controls, national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity of the Funds’ investments. Volatility or illiquidity could impair the Funds’ profitability or result in losses. Long/Short. The success of certain Funds’ long/short investment strategy depends upon Bayview’s ability to identify and purchase investments that are undervalued and identify and sell short investments that are overvalued. The identification of investment opportunities in the implementation of the Funds’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Funds’ positions were to fail to converge toward, or were to diverge further from values expected by Bayview, the Funds may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Funds to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Bayview’s long/short strategies may become outdated and inaccurate as market conditions change. Long-Term. The success of the Funds’ long-term investment strategy depends upon Bayview’s ability to identify and purchase investments that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, certain Funds may forego value in the short-term or temporary investments in order to be able to avail themselves of additional and/or longer term opportunities in the future. Consequently, certain Funds may not capture maximum available value in the short-term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their capital accounts before such long-term value may be realized by such Funds. Investments in Undervalued Instruments. The Funds may invest in undervalued instruments. The identification of investment opportunities in undervalued instruments is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued instruments offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Funds’ investments may not adequately compensate for the business and financial risks assumed. Relative Value. The success of certain Funds’ relative value investment strategy depends upon Bayview’s ability to identify and exploit perceived inefficiencies in the pricing of securities, financial products, or markets. Identification and exploitation of such inefficiencies involve uncertainty. There can be no assurance that Bayview will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for Bayview to maintain a position. Even pure arbitrage positions can result in significant losses if Bayview is not able to maintain both sides of the position until expiration/maturity. A reduction in the pricing inefficiency of the markets in which Bayview seeks to invest will reduce the scope for the Funds’ investment strategies. In the event that the perceived mispricings underlying the Funds’ positions were to fail to converge toward, or were to diverge further from, relationships expected by Bayview, the Funds may incur losses. Short Selling. Short selling involves selling securities which may or may not be owned by the short seller and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Funds engage in short sales will depend upon the Funds’ investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Funds of buying those securities to cover the short position. There can be no assurance that the Funds will be able to maintain the ability to borrow securities sold short. In such cases, the Funds can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Necessity for Counterparty Trading Relationships; Counterparty Risk in General. The Funds expect to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Funds to trade in any variety of markets or asset classes over time. In addition, with regard to the MSR Funds, Lakeview’s loan origination business is relationship driven. Lakeview may work with various approved mortgage lenders, but these lenders may not be contractually obligated to do business with Lakeview, and Lakeview’s competitors may also have relationships with these lenders and actively compete with Lakeview in its efforts to expand its network of approved mortgage lenders. There can be no assurance that the Funds or Lakeview will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships would limit the Funds’ trading activities and Lakeview’s loan origination business and could create losses, preclude the Funds and/or Lakeview, as applicable, from engaging in certain transactions, financing, loan origination, derivative intermediation and prime brokerage services and prevent the Funds and/or Lakeview from trading at optimal rates and terms. Moreover, a disruption in the financing, loan origination, derivative intermediation and prime brokerage services provided by any such relationships before the Funds or Lakeview establishes additional relationships could have a significant impact on the Funds’ and/or Lakeview’s business, as applicable, due to the Funds’ and/or Lakeview’s reliance on such counterparties. Some of the markets in which the Funds may effect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. In addition, in the case of a default, the Funds could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated their transactions with a single counterparty or small group of counterparties. Furthermore, there is a risk that any of the Funds’ counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of the Funds’ counterparties were to become insolvent or the subject of insolvency proceedings in the United States (either under the Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of the Funds’ securities and other assets from the Funds’ prime brokers or broker-dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, the Funds may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Funds’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Funds and their assets. The Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. Moreover, the Funds’ internal credit function which evaluates the creditworthiness of the Funds’ counterparties may prove insufficient. The ability of the Funds to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of the Funds’ counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. Co-Investments with Third Parties. The Funds may co-invest with other Funds or third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial difficulties resulting in a negative impact on such investment; may have economic or business interests or goals that are inconsistent with those of the Funds; or may be in a position to take (or block) action in a manner contrary to the Funds’ investment objectives. In those circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments and create potential conflicts of interest between such parties and the Funds. Systemic Risk. Credit risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Funds interact on a daily basis. Volatility Risk. The Funds’ investment programs may involve the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying financial instruments. Fluctuations or prolonged changes in the volatility of such instruments, therefore, can adversely affect the value of investments held by the Funds. In addition, many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, price volatility may be higher for the Funds’ investments. Interest-Rate and Foreign Exchange-Rate Risks. The prices of assets held by the Funds may be sensitive to interest-rate and foreign exchange-rate fluctuations. Such fluctuations could cause the U.S. dollar value of long and short positions to move in unanticipated directions. To the extent that interest-rate and foreign exchange-rate assumptions underpin the hedging of a particular position, fluctuations in rates could invalidate those underlying assumptions and expose the Funds to losses. The Fund are not obligated to hedge their exposure to interest-rate and foreign exchange-rate risks, or any other risks. The value of the fixed rate securities in which the Funds invest generally will have an inverse relationship with interest rates. Current economic conditions may result in a rise in interest rates, which currently are near historic lows. If interest rates rise the value of the Funds’ fixed rate securities may decline. Furthermore, the higher a fixed rate security’s duration, the greater its price sensitivity to changes in interest rates. In addition, to the extent that the receivables or loans underlying specific securities are prepayable without penalty or premium, the value of such securities may be negatively affected by increasing prepayments, which generally occur when interest rates decline. In addition, if mortgage loan interest rates fall, an increasing number of homeowners will seek to refinance and prepay their mortgage loans. When a mortgage loan is prepaid, it will no longer produce any MSR-related revenue for the MSR Funds. Therefore, a sustained decline in mortgage loan interest rates will generally result in a reduction in servicing income to the MSR Funds. Because the value of MSRs is a function of the anticipated stream of revenues generated by servicing the mortgage loans, the value of MSRs will decline as mortgage loan interest rates fall and more prepayments are anticipated. Conversely, an increase in mortgage loan interest rates is likely to result in a decreased number of refinancings. The MSR Funds may attempt to hedge against the risks involved from interest rate changes by purchasing and/or selling certain financial instruments. While the MSR Funds may hedge against any losses of servicing income and loss of value of the MSRs that may be incurred from interest rate fluctuations, there can be no assurance that such actions will be effective. Competition; Availability of Investments. The markets in which the Funds invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that the Funds will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, independent mortgage loan servicers, large financial institutions, the public equity markets and other investors may reduce the availability of investment opportunities. Competitive investment activity by other firms and institutions will reduce the Funds’ opportunity for profit by generally increasing price pressure on desired assets, reducing mispricings in the market as well as the margins available on those mispricings that can still be identified. Equity Securities Generally. The Funds may invest in equity and equity-related securities of U.S. and non-U.S. companies. Equity securities fluctuate in value in response to many factors, including the activities, results of operations and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments and movements in the equity markets in general. As a result, the Funds may suffer losses if they invest in equity instruments of issuers whose performance diverges from expectations or if equity markets generally move in a single direction and the Funds have not hedged against such a general move. In addition, the Funds may invest in equity securities of companies that they do not control. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Funds do not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Funds’ interests, which could have a material adverse effect on the Funds. In addition, events such as domestic and international political instability, terrorism and natural disasters may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Funds. Debt Instruments Generally. The Funds may invest in private and government debt securities and instruments. It is likely that many of the debt instruments in which the Funds invests may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these instruments and may have an adverse impact on the value of such instruments. It also is likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon and increase the incidence of default for such instruments. Hedging Generally. The Funds may invest in various securities, derivatives, indexes and cash equivalents and related instruments both to hedge their portfolio positions and to seek to meet the Funds’ investment objectives opportunistically as more fully described above. The success of the Funds’ hedging strategy is subject to the ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolios being hedged. Since the characteristics of many instruments change as markets change or time passes, the success of the instances when the Funds hedge portfolio positions is also subject to the ability for hedges to be continually recalculated, readjusted and executed in an efficient and timely manner. While the Funds may enter into certain hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Funds than if it had not engaged in any such hedging transactions. For a variety of reasons, a perfect correlation may not be established between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Funds from achieving the intended hedge or expose the Funds to risk of loss. Moreover, the portfolio will always be exposed to certain risks that may not be hedged. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Funds’ portfolio holdings. The Funds will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. Fraud. Of paramount concern in loan investments is the possibility of material misrepresentation or omission on the part of the borrower or loan seller. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Funds to perfect or effectuate a lien on the collateral securing the loan. The Funds will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Funds may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Global Investments. The Funds may invest a portion of their assets outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such non-U.S. issuers. The Funds may be subject to additional risks, which include possible adverse political and economic developments, possible seizure or nationalization of non-U.S. deposits and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the assets may be subject to brokerage taxes levied by governments, which have the effect of increasing the cost of such investments and reducing the realized gain or increasing the realized loss on such securities at the time of sale. Income earned, and gross sale or disposition proceeds received, by the Funds from sources within some countries may be reduced by withholding and other taxes imposed by such countries. Any such taxes paid by the Funds will reduce their net income or returns (or increase their net loss) from such investments. Laws that govern private and non-U.S. investment and transactions in financial instruments in non-U.S. countries may be relatively new and untested. As a result, the Funds may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and lack of enforcement of existing regulations. Furthermore, it may be difficult to obtain and enforce a judgment in certain non-U.S. countries in which assets of the Funds may be invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on the Funds and their operations. Furthermore, it may be difficult to obtain and enforce a judgment in a court outside of the United States. Non-U.S. Taxation. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of funds or other assets of the Funds, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Identity and Reporting of Beneficial Ownership; Withholding on Certain Payments. In order to avoid a U.S. withholding tax of 30% on certain payments (including payments of gross proceeds) made with respect to certain actual and deemed U.S. investments, the Funds generally will be required to timely register with the Internal Revenue Service and generally will be required to identify, and report information with respect to, certain of their direct and indirect U.S. account holders (including debtholders and equityholders). Investors should consult their own tax advisors regarding the possible implications of these rules on their investment in the Funds. Non-performing Nature of Debt. It is anticipated that certain debt instruments the Funds may purchase will be non-performing and possibly in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to these instruments. Small Companies. The Funds may invest in small and/or unseasoned public companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, operating history, financial resources, product diversification and competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of securities issued by larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations, reduced liquidity, losses and risks of insolvency or bankruptcy. Research resources, third-party analysis and information relating to smaller companies may be less available than that in respect of larger companies, making it more difficult to research an investment and make an informed investment decision. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Exposure to Material Non-Public Information. From time to time, Bayview may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Funds may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Uncertain Exit Strategies. Due to the illiquid nature of many of the positions which the Funds have or are expected to acquire, as well as the uncertainties of the reorganization and active management process, Bayview is unable to predict with confidence what the exit strategy will ultimately be for any given investment, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. No Material Limitation on Strategies. The Funds will opportunistically implement whatever strategies or discretionary approaches they believe from time to time may be best suited to prevailing market conditions. There can be no assurance that Bayview will be successful in applying any strategy or discretionary approach to the Funds’ trading. Cybersecurity Risk. As part of its business, Bayview processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of borrowers and investors. Similarly, service providers of Bayview or the Funds, especially the Administrator, may process, store and transmit such information. Bayview has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Bayview may be susceptible to compromise, leading to a breach of Bayview’s network. Bayview’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by Bayview or the Administrator to the Funds or investors may also be susceptible to compromise. Breach of Bayview’s or the Administrator’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of borrowers or investors to be lost or improperly accessed, used or disclosed. The service providers of Bayview and the Funds are subject to the same electronic information security threats as Bayview. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of borrowers or investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Bayview or the Funds’ proprietary information may cause Bayview or the Funds to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds and investors’ investments therein. Risks Related to Investments in the U.S. Mortgage Market Conditions in the U.S. Residential Mortgage Market May Adversely Affect the Performance of the Funds. The Funds intend to invest in assets involving the U.S. residential mortgage market, including in subprime or non-qualified (under the Qualified Mortgage Rule (as described below)) mortgage loans, securities backed directly or indirectly by subprime or non-qualified mortgage loans and MSRs of subprime or non-qualified mortgage loans, and equity, debt or options in real estate-related or mortgage-related companies. The performance of residential mortgage loans and the performance of associated derivative securities (such as mortgage- backed securities (“MBS”)) are influenced by a wide variety of economic, geographic, social and other factors, including general economic conditions, the level of prevailing interest rates, the availability of alternative financing and homeowner behavior. It is possible that delinquencies, defaults and foreclosures on residential mortgage loans will increase in the future. The increase in delinquencies, defaults and foreclosures may significantly affect (although not be limited to) “subprime” mortgage loans, which generally refers to loans made to borrowers with impaired credit, and may also affect "alt-A" mortgage loans, which generally refers to loans made to borrowers with good credit but for which limited documentation or no documentation of borrower income and/or assets was required in connection with their loan application, and even “prime” mortgage loans, which generally refers to loans made to borrowers with excellent credit who provide full documentation. Compared with prime loans, subprime and alt-A loans typically have higher loan-to-value ratios, reflecting the greater difficulty that these borrowers have in making down payments and the propensity of these borrowers to extract equity during refinancing. Historically, these borrowers pay higher rates of interest, go into delinquency more often and have their properties foreclosed on at a higher rate than prime borrowers. In addition, losses related to defaulted loans with higher initial loan-to-value ratios are generally higher than losses related to defaulted loans with lower initial loan-to-value ratios. As the Funds may invest in one or more of these types of mortgage loans and securities backed by such mortgage loans, the performance of the Funds may be sensitive to the same economic factors that affect these types of mortgage loans. Market conditions may impair borrowers’ ability to refinance or sell their residential properties, which may contribute to higher delinquency and default rates. These risks could be exacerbated to the extent that prevailing mortgage interest rates increase from current levels. If there is significant home price depreciation, it may also leave borrowers with insufficient equity in their homes to enable them to refinance. Borrowers who are unable to make the minimum monthly payments on their mortgage loans and intend to sell their homes may find that they cannot sell their properties for an amount equal to or greater than the unpaid principal balance of their mortgage loans. While some mortgage loan originators and servicers have created or otherwise are participating in modification programs in order to assist borrowers with refinancing or otherwise meeting their payment obligations, not all borrowers will qualify for or will take advantage of these opportunities. Unfavorable economic conditions could increase the likelihood of delinquencies and defaults. A general unavailability of credit also affects the overall economy in ways that could result in increased delinquencies and defaults on residential mortgage loans. Another factor that may in the future result in, higher delinquency rates in residential mortgage markets is the increase in monthly payments on adjustable-rate mortgage loans (“ARMs”) and/or pay option ARMs, each of which presents special default and prepayment risks. Borrowers with ARMs are being exposed to increased monthly payments (1) when the related mortgage interest rate adjusts upward from the then-current rate to the rate computed in accordance with the applicable index and margin, (2) if interest rates rise significantly, (3) in the case of interest-only mortgage loans that are still in an interest-only period, from the large increases in monthly payments when the interest-only terms expire and the monthly payments on these loans are recalculated to amortize the outstanding principal balance over the remaining term and/or (4) in the case of loans with negative amortization features, from the large increases in monthly payments when the payments are recalculated to amortize the outstanding principal balance, including amounts of deferred interest on such loans. Pay option ARMs permit a borrower, for a limited period of time, to elect to make a monthly payment that may be insufficient to pay the full amount of interest due on the loan. Borrowers with pay option ARMs are exposed to even greater increases in monthly payments due to the negative amortization of the principal balances of their loans. These increases in borrowers’ monthly payments, together with any increase in prevailing market interest rates, may result in significantly increased monthly payments for borrowers with ARM loans. A decline in housing prices may also leave borrowers with insufficient equity in their homes to permit them to refinance. Many borrowers who might otherwise qualify for refinancing have been unable to obtain new loans due to conditions in the credit markets. Furthermore, borrowers who intend to sell their homes on or before the expiration of the fixed-rate periods on their mortgage loans may find that they cannot sell their properties for an amount equal to or greater than the unpaid principal balance of their loans, or that prospective buyers of their homes are unable to obtain financing. These events, alone or in combination, may contribute to higher delinquency rates or defaults. Regulation of the Mortgage Industry and the Dodd-Frank Act. In response to the financial crisis, the United States government implemented sweeping financial and regulatory reform legislation. These reforms have created a level of uncertainty in the securitization market and the financial markets, generally, particularly with respect to mortgage-related investments. Securities, futures and credit markets, and originators and servicers of residential mortgage loans are subject to comprehensive statutes and extensive regulation by federal, state and local governmental authorities. Loans, and their related origination and servicing practices, are highly regulated consumer finance products and are subject to federal, state and local laws. Violations or alleged violations of federal, state or local laws could result in a reduction in the amount available from a mortgage loan, and as a result its related MSRs, and could otherwise affect the performance of the Funds’ other investments. In addition, violations, or even alleged violations, by loan servicers of laws or regulations applicable to mortgage loan origination and servicing, could adversely affect any such entity’s ability to continue its performance of its obligations with respect to the mortgage loans. In addition, the Dodd-Frank Act includes extensive changes to the laws regulating financial services firms, which included the creation of (1) the Consumer Financial Protection Bureau (the “CFPB”) within the Federal Reserve to regulate consumer financial services and products and (2) the Financial Stability Oversight Council to identify, monitor and address emerging systemic risks posed by the activities of financial services firms and make recommendations to the Federal Reserve to alleviate those risks. The CFPB has sole rulemaking and interpretive authority under existing and future consumer financial services laws and supervisory, examination and enforcement authority over institutions subject to its jurisdiction. The law also provides for enhanced regulation of derivatives and securitization transactions (including the addition of risk retention requirements, third-party due diligence disclosure requirements, expanded asset-level data requirements and new standards relating to eligibility of securities as “mortgage-related securities” under the Exchange Act), restrictions on executive compensation and enhanced oversight of credit rating agencies. In addition, the law provides for the elimination of prepayment penalties for mortgage loans and expanded consumer protection in respect of high-cost loans. The CFPB, U.S. Treasury Department, several regulatory bodies and state attorneys general have increased scrutiny of mortgage servicers and have imposed, or are seeking to impose, requirements on servicers to substantially revise their servicing practices, including the establishment of national servicing standards that would be applicable to all residential mortgage servicers. Lakeview and any of its subservicers may incur significant ongoing costs to comply with new and existing laws and governmental regulation of their residential mortgage servicing businesses. Further, if any new or more restrictive requirements increase the cost of servicing mortgage loans, then the subservicing fees subservicers will require are likely to increase, which could limit Lakeview’s ability to purchase MSRs if it cannot engage subservicers at servicing fee rates that are consistent with the MSR Funds’ investment objectives. Actions that have been taken and may be taken in the future by the U.S. government or by state or municipal governments may have the effect of encouraging, or may require, that the terms of residential mortgage loans be modified in order to reduce the applicable interest rate, reduce the outstanding principal amount, extend the term to maturity or otherwise benefit the borrower to the detriment of the holder of the mortgage loan and the owner of the MSRs. These loan modifications may affect only residential mortgage loans that are in default or may also affect other loans as to which the borrower has negative equity in the mortgaged property or is otherwise considered to be disadvantaged or deserving of assistance. Investments held by the Funds could be adversely affected, resulting in decreased yield or losses to investors. With regard to the MSR Funds, while certain loan modifications may be beneficial to the owner of MSRs (e.g., in the case of certain non-performing agency mortgage loans where owners of the MSRs may not be entitled to servicing fees or modifications in lieu of foreclosure), modifications that facilitate prepayment or reduce principal and interest can have an adverse effect on Lakeview’s net cash flows from servicing fees and result in losses to the MSR Funds. Similarly, programs designed to facilitate refinancings by current borrowers who would not otherwise qualify also could have such an adverse effect. There can be no assurance that governmental actions and regulations will have a beneficial impact on the financial markets. To the extent the market does not respond favorably to these initiatives or these initiatives do not function as intended, the Funds may not receive a positive impact from the legislation. It is also possible that competitors may utilize the programs, which would provide them with attractive debt and equity capital funding from the U.S. government. In addition, the U.S. government, the Federal Reserve, the U.S. Treas please register to get more info

DISCIPLINARY INFORMATION
There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Bayview’s advisory business or the integrity of Bayview’s management. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status
Not applicable.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity
Trading Adviser Registration Status.
Not applicable.
C. Material Relationships or Arrangements with Industry Participants
Registrant’s Relationship with Other Bayview Entities The Registrant and its affiliated general partner and management company entities provide discretionary investment management services to the Funds, as more fully discussed in Item 4. Certain inherent conflicts of interest arise from the fact that the Registrant and its Bayview affiliates provide investment management services to other investment funds, and may in the future provide investment management services to other funds, client accounts or proprietary accounts (such other funds, clients and accounts, collectively the “Other Accounts”), in which the Funds will not have an interest. The investment programs of the Funds and Other Accounts may overlap or may not be similar and Bayview may give advice and recommend securities to a Fund or an Other Account which may differ from advice given to, or investments recommended or bought for, the Funds or Other Accounts, even though their investment objectives may be the same or similar to each other. While Bayview will undertake to manage the Funds and Other Accounts diligently in pursuit of their respective investment objectives, Bayview will devote as much of its time to the activities of the Funds and Other Accounts as it deems necessary and appropriate. When a conflict of interest arises Bayview will endeavor to ensure that the conflict is resolved fairly. Pursuant to certain agreements between the Funds (and/or a Controlled Affiliate thereof) and the Registrant and its subsidiaries (including BLS, Bayview Commercial Mortgage Finance, LLC and Silver Hill Funding, LLC) (the “BAM Agreements”), Bayview provides services to certain Funds with respect to: (i) sourcing investment opportunities, underwriting, and managing the purchase process for investments; (ii) servicing or overseeing the servicing of certain of the loans in such Funds’ portfolios; (iii) providing loss mitigation services, foreclosure services and bankruptcy services to subservicers with respect to mortgage loans owned by Funds and those underlying MSRs; and/or (iv) providing loan origination services, third-party origination services and information technologies services including, without limitation, services relating to various sales functions in connection with sourcing eligible third party originated loans, loan underwriting and loan processing, capital market activities, credit policy and lender management, new loan set-up and other support functions. Such Funds will pay Bayview Acquisition Fees, Servicing Fees, Component Fees and Origination Fees in respect of such services. In addition, as discussed more fully in Item 5C above the Funds may pay the Registrant’s subsidiaries (including BLS) Refinancing Fees and/or Facilitation Fees. The foregoing fees are in addition to and will not offset management fees or performance compensation paid or allocated to the Registrant. The foregoing fees are described more fully in the confidential private placement memorandum of each Fund to which such fees apply. The BAM Agreements have been negotiated between related parties and their terms, including fees payable, may not be as favorable to the Funds as if they had been negotiated at arm’s length with an unaffiliated third party, and may be costly and difficult to terminate. However, Bayview believes the fees to be competitive with those standard in the market. BAM’s acquisition of all the controlling equity interests of PAM, Pingora Loan Servicing, LLC (“PLS”) and their related subsidiaries (all collectively referred to herein as the “Pingora Companies”) is expected to provide additional opportunities in the mortgage credit sector that may benefit the Funds. Such opportunities may necessitate accommodating transactions for the Pingora Companies that require certain licensing and approvals that the Pingora Companies may not have, or had to modify, as a result of their purchase by Bayview. In order to take advantage of these opportunities, certain Funds will enter into agreements with the Pingora Companies to effect these transactions or to assist in completing transactions that require licenses or regulatory approvals by the other party; provided that the arrangements with the Pingora Companies will be structured so that there will be no material economic cost to the Funds or Pingora Companies.

In addition to providing services to the Funds, BLS also does business with, and earns fees and commissions from third-parties, including third parties who purchase or sell loans to the Funds. Notwithstanding BLS’s affiliation with Bayview, BLS does not owe any fiduciary duties to the Funds. Accordingly, BLS generally will take actions in accordance with the BAM Agreements and does not have other obligations with respect to the Funds. The Funds will not be entitled to, and may not receive, any special consideration or forbearance by BLS in the exercise of its clients’ rights as a result of the Funds’ relationship with BLS. The Oceanview Group As discussed in Item 4, Oceanview Asset Management (“OAM”), an indirect wholly-owned subsidiary of the Registrant, acts as investment adviser to the Oceanview Group, including a reinsurer within the Oceanview Group (such reinsurer, the “Oceanview Reinsurer”) that may reinsure certain insurance liabilities issued by other members of the Oceanview Group or third party insurance companies pursuant to reinsurance transactions. The Oceanview Group is wholly-owned by certain Funds. OAM may also act as investment adviser to certain reinsurance-related managed accounts of insurance companies that are reinsurance clients of the Oceanview Group (such reinsurance clients, “Cedent Clients”). In general, such reinsurance arrangements are structured such that, as between such insurance companies (including a Cedent Client) and the Oceanview Reinsurer (both of which may be OAM Clients), the Oceanview Reinsurer bears the risk of loss on, is entitled to the gains generated from, and is ultimately responsible for expenses incurred in connection with, the related reinsurance asset portfolio (including, as applicable, the account of a Cedent Client). In managing assets on behalf of a Cedent Client, OAM takes into consideration the nature of the reinsurance relationship as a whole. In making investment and other portfolio decisions with respect thereto, OAM views the economics and risks associated with the asset portfolio as primarily the economics and risks of the Oceanview Reinsurer, and may make risk, allocation and other investment decisions accordingly. For example, OAM will, in certain instances, take into account parent/subsidiary and reinsurance relationships and allocate investment opportunities to one or more OAM Clients within the Oceanview Group and/or Cedent Clients and not pro- rata to all OAM Clients where the economic benefits or costs of such allocation flow, directly or indirectly, to a Fund, as parent to the Oceanview Group, including the Oceanview Reinsurer. In addition, OAM will allocate investment opportunities on other than a pro-rata basis to OAM Clients when necessary to maximize any available programmatic benefits or discounts, including but not limited to the ability to enter into credit arrangements with certain financial or governmental institutions. Additionally, OAM’s investment ability in the Oceanview Group accounts and/or accounts of Cedent Clients may also be affected by certain Oceanview Group policies and restrictions (such as risk and credit exposure policies). For these reasons, certain transactions may be allocated entirely to one entity within the Oceanview Group or Cedent Client account.
D. Material Conflicts of Interest Relating to Other Registrants
In addition to the relationships discussed in Item 10C above, certain Funds may also participate in pooled investment vehicles and allocate portions of their assets to unaffiliated third-party managers to manage on a discretionary basis. The Funds may be subject to various costs relating to such investments, including additional performance-based or fixed asset-based fees or allocations in addition to the fees and compensation payable or allocable to Bayview. Other than as described above, such arrangements do not give rise to any material conflicts of interest at this time. In August 2017, PAM, a SEC-registered investment adviser, became an indirect wholly-owned subsidiary of the Registrant. While the Registrant does not have an active role in managing the private funds managed by PAM, Bayview will be subject to a number of actual and potential conflicts of interest involving PAM and its affiliates. As part of its regular business, PAM manages and/or advises other funds with investment objectives that overlap with the objectives of certain Funds and that may compete for investment opportunities with such Funds, and may provide advice or take actions that are different or opposing to the actions taken by such Funds. PAM is under no obligation to resolve any conflicts arising out of its management of such investment funds or otherwise in favor of the Funds. In the regular course of its advisory business, PAM advises potential purchasers and sellers with respect to transactions that could give rise to investments that are suitable for the Funds. PAM’s clients typically require PAM to act exclusively on their behalf. Except as otherwise agreed, PAM will not have any obligation to: (i) allocate any investment opportunities to the Funds; (ii) engage in any business exclusively through the Funds; or (iii) decline any such engagements in order to make an investment opportunity available to the Funds. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
A. Code of Ethics
The Registrant strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, the Registrant has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold:
• employees must at all times place the interests of clients first;
• all personal securities transactions must be conducted in a manner consistent with the Code;
• any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided;
• employees must not take any inappropriate advantage of their positions;
• information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential;
• independence in the investment decision-making process must be maintained at all times; and
• employees must comply with applicable Federal and state securities laws and Bayview’s company policies. The Code also places restrictions on personal securities trades by employees that are “access persons,” including that such employees pre-clear personal trades in “covered securities,” that they disclose their personal securities holdings and transactions to Bayview on a periodic basis, and that they are generally prohibited from trading in “covered securities” of “restricted entities.” The Code is distributed to each employee at the time of hire and annually thereafter, and it is available on Bayview’s intranet. On an annual basis, the Registrant requires all employees to certify that they are in compliance with the Code. The Registrant also supplements the Code with ongoing monitoring of employee activity. Clients and prospective clients may receive a copy of the Code upon request by contacting the Registrant at the address or telephone number listed on the first page of this document.
B. Securities in which the Registrant or a Related Person Has a Material Financial
Interest
Certain Funds may enter into transactions and other arrangements with Bayview or other Funds that may be viewed as “principal” or cross transactions. Investments may be purchased jointly by or for the benefit of one or more of the Funds and Other Accounts (whether currently in existence or formed in the future) managed by Bayview. Such investments may be initially purchased by an entity jointly owned by some or all of such investment entities before being allocated among the investment entities pursuant to BAM’s allocation policy. To the extent permitted by applicable law, BAM may cause certain Funds or Other Accounts to purchase investments from, to sell investments to, to exchange investments with, or to transfer investments to another Fund, an Other Account or a BAM affiliate. Any such purchases, sales, exchanges or transfers will be effected based upon the independent current market price or fair market value of the investment. Certain Funds that invest in securities have purchased, and are expected to continue to purchase, mortgage-backed securities (“BOF Sponsored MBS”) issued in connection with securitizations of certain whole loans sponsored by the BOF Funds (a “BOF Securitization”). Such Funds may invest in up to thirty percent (30%) in the aggregate of the issued BOF Sponsored MBS from each such BOF Securitization. Because Bayview may have certain input in determining the terms and price of the BOF Sponsored MBS, such input may give rise to potential conflicts of interest. In connection with such transactions, Bayview will act in a fair and equitable manner to the BOF Funds and such other Funds. Additionally, the Funds will purchase any BOF Sponsored MBS at the price set by, and through, the underwriter, and will be subject to the same terms and conditions as other market participants.

Pursuant to one of the BAM Agreements, BAM subsidiaries may originate a new loan to a borrower, originate a new loan to refinance an existing loan owned by one or more Funds or may accomplish modifications that result in a new loan. A Fund may purchase such loan from the BAM subsidiary at a price equal to the fair market value of the loan at the time of such sale or otherwise purchase assets from Bayview at fair market value from time to time. No Fund will purchase assets from BAM (including its subsidiaries) unless such purchase is disclosed in such Fund’s constituent documents or is approved by such Fund’s advisory board or investors. Certain opportunities in the mortgage credit sector require licensing and approvals that the Funds may not have. In order to take advantage of these opportunities, the Funds may enter into agreements with BLS, PLS or other Bayview affiliates to effect these transactions (e.g., agreements pursuant to which a Bayview affiliate buys or sells assets on the Funds’ behalf at no material increase in cost to the Funds); provided that the arrangements with the Bayview affiliate will be structured so that the economic result would be substantially identical to the economics that would have existed had the Funds entered into the transactions directly. Since the transactions are for the benefit of the Funds, the transaction agreements will provide that the Funds will indemnify the Bayview affiliate with respect to any costs and losses associated with respect to the obligations and any other costs and losses associated with the transactions. Certain Funds may enter into risk-sharing arrangements with one or more governmental agencies or financial institutions, in which they will commit to absorb a percentage of realized losses on a reference pool of residential mortgage loans owned and/or securitized by the agency or financial institution, either directly or through an issuing entity affiliated with Bayview or another Fund managed by Bayview affiliates, since one or more of the agencies requires direct risk-sharing counterparties to be affiliated with an agency licensed seller/servicer and certain Funds are not an agency licensed seller/servicer (“Risk Sharing Arrangements”). Loans in the reference pool of the Risk Sharing Arrangement may have been originated and/or may be serviced by a Bayview affiliate, another Fund managed by a Bayview affiliate, or by unaffiliated third parties. If a special purpose entity is used as an issuing entity in connection with a Risk Sharing Arrangement with an agency, it will be owned by Lakeview or BLS, which are both agency approved seller/servicers, or another seller/servicer approved by such agency and affiliated with Bayview. Certain Funds will purchase securities from the issuing entity (or from the parent of the applicable issuing entity) and the issuing entity will use the purchase proceeds of the securities to effect the transactions with the agency or financial institution described herein. The issuing entity will then distribute cash-flows to the Funds as the owner of the issued securities to effect the transactions described herein. Pursuant to a particular Risk Sharing Arrangement, Lakeview or BLS may be transferred the servicing rights of certain loans subject to the Risk Sharing Arrangement, to the extent such agency has the right to transfer servicing from third party servicers. Accordingly, at any given time, loans in the reference pool of the Risk Sharing Arrangement may be serviced by Lakeview or BLS or by one or more third party servicers. If Lakeview or BLS is hired by an agency or financial institution to service loans in the reference pool, the fees paid to Lakeview or BLS by such agency or financial institution may be lower or higher than the fees paid to Lakeview or BLS to service loans owned by the Funds.
C. Investing in Securities that the Registrant or a Related Person Recommends to
Clients
As more fully disclosed in the MSR Funds’ constituent documents, Bayview may invest in certain MSRs that Bayview has determined would not be appropriate for investment by the MSR Funds pursuant to pre-determined criteria (each, a “Bayview MSR Investment”). While each Bayview MSR Investment will, as a whole, not be appropriate for investment by the MSR Funds, due to the negotiations involved in acquiring MSRs, Bayview will have the ability to influence the mortgage loans underlying each Bayview MSR Investment. There may be individual servicing rights within a Bayview MSR Investment that would be appropriate for acquisition by the MSR Funds. Additionally, Bayview may purchase Bayview MSR Investments from counterparties that sell MSRs to the MSR Funds, and Bayview may receive intangible benefits when transacting with such counterparties on its own behalf. Bayview intends to analyze each MSR opportunity separately, and will not price portfolios in any way that will benefit the Bayview MSR Investments to the detriment of any opportunity that is appropriate for the MSR Funds. Additionally, since the MSR Funds will not participate in MSR investments related to loans that are not eligible to be sold to the agencies, such investments may be acquired by Bayview or another Fund, even if the non-agency loans were sourced from Lakeview or a third-party originator that sells agency loans to Lakeview. Certain employees of BAM may invest in the Funds. Typically, no incentive fees and reduced management fees are charged to such investors. The employees invested in the Funds may be individuals responsible for allocating investment opportunities among the Funds and may have an interest in fund allocations. BAM may invest a client’s assets in other Funds and these investments may be significant. By investing in other Funds, the client may receive preferable notice requirements and liquidity terms. BAM may have an incentive to allocate a client’s assets to other Funds since BAM or one of its affiliates has a direct or indirect financial interest in the success of such Funds. To avoid duplication of fees, clients typically will not be charged management or incentive fees by other Funds or BAM will waive fees on the portion of the clients’ assets invested in other Funds.
D. Conflicts of Interest Created by Contemporaneous Trading
Participation in specific investment opportunities may be appropriate, at times, for one or more Funds. When it is determined that it would be appropriate for one or more commitment-based Funds to participate (i) in an investment opportunity in whole loans, Bayview generally will seek to allocate the opportunity to all the investment accounts whose investment strategy is appropriate for such investment in proportion to the relative amount of capital available for such investment opportunity in such investment accounts (e.g., undrawn commitments plus investment proceeds available for reinvestment), or (ii) in an investment opportunity in securities, Bayview generally will seek to allocate such investment opportunity for all of the participating investment accounts in proportion to their program size for such opportunity (i.e., if a Fund’s investment strategy is focused 100% of securities, the program size for that Fund generally will include 100% of such Fund’s targeted gross asset value). The program size of a Fund for a particular strategy generally will equal the targeted gross asset value allocated to such strategy, which will be its net asset value plus uncalled capital commitments allocated to such strategy and will also take into account the target leverage to be utilized for such strategy. The amount of capital available, or the program size of a Fund, as applicable, for a particular type of investment opportunity may not be 100% of such Fund. Bayview’s investment committee will periodically determine the percentage of each account’s capital (or program size with respect to securities) that is available for a particular type of investment opportunity based on a number of factors, including such Fund’s investment program, the total expected target size of a particular Fund or program (including expected leverage to be utilized for a particular strategy), relative exposure to various investments and the perceived relative value of the investment opportunity relative to other investment opportunities available to such Fund, and after each such determination that percentage will be the percentage used to allocate investment opportunities of that type among accounts. For instance, 100% of the BMS Funds’ program size is likely to be available for opportunities to invest in securities, while the percentage of the BOF Funds available for opportunities to invest in securities is expected to vary over time. However, Bayview, in its sole discretion, may make non-pro rata allocations among the Funds based on, among other things, Bayview’s perception of the liquidity of the Funds at the time of the investment and on a going-forward basis; relative exposure to market trends; the remaining term or time remaining in the investment period of each such account (i.e., Bayview expects to over-allocate opportunities to a Fund or account that is nearing the end of its investment period); the perceived relative value of the investment opportunity; the terms, structure and availability of financing in respect of an investment; the expected target size of the account or program; the geographic focus of the investment programs of the Funds and the location of the investment opportunity; and the investment programs and portfolio positions of the Funds for which participation is appropriate. For example, certain Funds are expected to invest a majority of their assets in loans and pools of loans, and Bayview may determine that an investment opportunity in another financial instrument is not appropriate for a Fund or that the opportunity should be allocated on a non-pro rata basis among the Funds based on a Fund’s investment program, relative exposure to various investments and the perceived relative value of the investment opportunity (e.g., Bayview may determine to allocate an opportunity to invest in asset-backed securities or whole loans to an Other Account or only certain eligible Funds if the perceived relative value of such security or whole loan is not deemed appropriate in light of a Fund’s investment program and its then-current portfolio). Additionally, certain investment opportunities, although appropriate for one or more Funds, may not be divisible among multiple accounts due to, among other reasons, the small size of the opportunity or the structure of the investment. To the extent an opportunity cannot be allocated among multiple accounts, such opportunities may be allocated among the different accounts on a basis that Bayview considers fair and equitable over time, including allocating the first such opportunity to one account, the second such opportunity to another account and so on. Because Bayview may make non-pro rata allocations, the Funds managed by Bayview may produce results that are materially different. To the extent an instrument is being purchased to hedge the portfolio of one or more Funds, such instrument may not be allocated among the Funds on a pro rata basis, but instead may be allocated to the particular accounts for which the hedge is appropriate in such amounts that are deemed appropriate to hedge the particular portfolio in the sole discretion of Bayview. Bayview will allocate to the MSR Funds all opportunities to invest in MSRs related to agency loans, other than conventional flow MSR purchases (excluding conventional flow MSRs delivered from the MSR Funds’ conventional flow relationships existing at the time of Bayview’s acquisition of the Pingora Companies) and any MSR transaction (a) where the purchase price (as a percentage of loan balance) for the related MSRs is less than 50% of the annualized servicing fee for the related MSRs, (b) that requires regulatory approvals that Lakeview does not have; or (c) where MSRs are part of a corporate or strategic transaction involving the transfer of material operations and assets of an entity, including MSRs as a part of the overall transaction. please register to get more info

BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client
Transactions
As noted previously, Bayview has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Bayview’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Portfolio transactions for the Funds are allocated to brokers and dealers on the basis of best execution and in consideration of a broker’s or dealer’s ability to effect the transactions, its facilities, reliability and financial responsibility and, in the case of broker-executed transactions, the provision or payment by the broker of the costs of research and research- related services which are of benefit to the Funds and Bayview. The selection of a broker (including a prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services also may be influenced by, among other things, the following: the financial condition of the broker, diversification of counterparty risk, assessment of jurisdiction and bankruptcy laws governing the entity that holds the Funds’ assets, financing terms, including length of commitment and amount and availability of financing, operational capabilities, and other factors deemed appropriate. Bayview need not solicit competitive bids and does not have an obligation to seek the lowest available commission or other transaction costs. The commissions and other transaction costs (which may include dealer markups or markdowns arising in connection with riskless principal transactions) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products and services. Research and Other Soft Dollar Benefits Bayview does not currently expect that the Funds will use commission or “soft” dollars to any significant extent to pay for research products or services, given that the primary focus of the Funds’ investment programs does not incorporate to a significant extent the types of securities trades that generate “soft” dollars that are eligible for treatment under Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. However, particularly in light of the opportunistic investment program of certain of the Funds, Bayview reserves the right to use “soft” dollars in the future. Any such use of “soft” dollars will fall within the safe harbor for soft dollars created by Section 28(e). Brokerage for Client Referrals Not applicable. Directed Brokerage Not applicable. Trade Errors Given the nature of the Registrant’s investment strategies, trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, the correct security is purchased or sold but for the wrong account, or the wrong quantity is purchased or sold. Trade errors may result in losses or gains. Trade errors are evaluated on a case-by-case basis. If BAM determines that BAM’s gross negligence, willful misconduct or fraud was the direct cause of a trade error, BAM generally will compensate a client for any losses resulting from such trade error. If a third-party’s negligence or other wrongdoing causes a trading error that is material to a client, BAM will attempt to recover the amount of loss from the third party for the client. BAM does not assume responsibility for compensating the client, or making the third party compensate the client, in such cases.
B. Order Aggregation
If Bayview determines that the purchase or sale of the same security is in the best interest of more than one Fund, Bayview may, but is not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Fund will receive the average price with transaction costs allocated pro rata based on the size of each Fund’s participation in the order as determined by Bayview. In the event of a partial fill, allocations generally will be made on a pro rata basis on the initial order but may be modified on a basis Bayview deems appropriate, including for example, in order to avoid odd lots or de minimis allocations. Additionally, certain investments may be initially purchased by Bayview or an entity jointly owned by some or all of the Funds before being allocated (at no cost) among the investing Funds pursuant to BAM’s allocation policy. please register to get more info

REVIEW OF ACCOUNTS
Bayview performs periodic reviews of each Fund’s portfolio. Such reviews are conducted by the members of Bayview’s investment committee, management, portfolio managers and research associates. A specific review of a Fund’s account may be triggered by any unusual activity or special circumstances. Investors in the Funds receive a monthly statement of account from Bayview documenting the net asset value and monthly performance of their investment in the Fund, along with unaudited financial information for the Fund, although Bayview may provide certain investors with information on a more frequent and detailed basis upon request and if agreed to by Bayview. In addition, Bayview issues investors tax reports and audited financial statements concerning their respective Funds within 120 days of the end of the Fund’s fiscal year. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients
Bayview does not receive economic benefits from non-clients for providing investment advice and other advisory services to its clients.
B. Compensation to Non-Supervised Persons for Client Referrals
Neither Bayview nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. However, Bayview entered into a placement agreement with Lazard Freres & Co. LLC (“Lazard”) in respect of the BOF-III Funds and Fund IVc pursuant to which Lazard agreed to introduce potential investors to the BOF-III Funds and Fund IVc. In addition, Bayview retained Park Hill Group LLC (“Park Hill”), to serve as placement agent with respect to the BOF-II Funds, the BOF-IVa Funds, the BOF-IVb Funds, the BOF-V Funds and the Liquid Credit Strategies Funds. In the future, Bayview or a Fund may enter into arrangements with placement agents providing for payments to such agents of a one-time or ongoing fee based on a percentage of the management fee and/or incentive compensation attributable to the interests of an investor introduced by such placement agent. Management fees payable to Bayview will be reduced on a dollar-for-dollar basis by the fees paid to any placement agent by a Fund. please register to get more info

CUSTODY
Rule 206(4)-2 promulgated under the U.S. Investment Advisers Act of 1940, as amended (the “Custody Rule”) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). The Custody Rule imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to limited partnerships or pooled investment vehicles, if each limited partnership or pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to its investors within 120 days of its fiscal year-end. Bayview relies upon this audit exception with respect to the Funds, other than with respect to the Blackstone Funds for which it does not have custody. please register to get more info

INVESTMENT DISCRETION
Bayview has been appointed as the management company and/or general partner of the Funds with discretionary trading and investment authorization. Bayview has full discretionary authority with respect to investment decisions, and its advice with respect to each of the Funds is made in accordance with the investment objectives and guidelines as set forth in such Fund’s respective constituent documents. Bayview assumes discretionary authority to manage the Funds through the execution of investment management agreements and through the organizational documents of the Funds (e.g., limited partnership agreements). With regard to the Blackstone Funds, Bayview acts as a sub-adviser that exercises investment discretion over of its allocated portion of the assets in each Blackstone Fund within a limited investment mandate and subject to the oversight of the fund’s adviser and its board of directors. please register to get more info

VOTING CLIENT SECURITIES
A. Policies and Procedures Relating to Voting Client Securities
As a fiduciary, an investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes, in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)‐6 under the Advisers Act (the “Proxy Voting Rule”) places specific requirements on registered investment advisers with proxy voting authority.

Due to the nature of the Registrant’s current investment strategy, equity securities generally are not be a large portion of the investments of any Fund. Nevertheless, because the Registrant generally has discretionary authority over the equity securities held by certain Funds, the Registrant is viewed as having proxy voting authority over such securities. Accordingly, the Registrant is subject to the Proxy Voting Rule. To meet its obligations under this rule, the Registrant has adopted written Proxy Voting Policies and Procedures, which are available upon request by contacting the Registrant at the address, phone number or email address on the cover of this Brochure. These policies and procedures are reasonably designed to ensure that Registrant’s voting with respect to proxy proposals, amendments, consents or resolutions (collectively, “proxies”) is exercised in a manner that serves the best interests of its clients, as determined by Registrant in its sole discretion, and address how Registrant will resolve any conflict of interest that may arise when voting proxies. Registrant, in its sole discretion, may elect not to vote a proxy if such a vote would be unduly burdensome or not serve the best interests of its clients. Bayview’s investment mandate as sub-adviser to the Blackstone Funds does not involve purchasing the type of investments that would require voting proxies. please register to get more info

FINANCIAL INFORMATION
Bayview is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info