ADVISORY BUSINESS
Advisory Firm
Silver Point, a Delaware limited partnership, was established in 2001 and serves as the principal vehicle for the investment management activities of its principal owners, Edward A. Mulé and Robert J. O'Shea. Edward A. Mulé and Robert J. O'Shea are both limited partners of Silver Point and members of Silver Point Capital Management, LLC, a Delaware limited liability company that serves as the general partner of Silver Point. Silver Point Capital Management, LLC has ultimate responsibility for the management, operations and the investment decisions made by Silver Point. Advisory Services Silver Point or an affiliate serves as the management company with discretionary trading authority to private pooled investment vehicles (each, a "Fund" and collectively, the "Funds"). The Funds include: 1. Silver Point Capital Fund, L.P. (the "Domestic Flagship Fund"), Silver Point Capital Offshore Fund, Ltd. (the "Offshore Flagship Fund") and Silver Point Capital Offshore Master Fund, L.P. (the "Master Flagship Fund" and together with the Domestic Flagship Fund and the Offshore Flagship Fund, the "Flagship Funds"). The Offshore Flagship Fund invests substantially all of its assets in a "master-feeder" structure into the Master Flagship Fund. Silver Point Capital General Partner, LLC (the "Domestic Flagship GP") serves as the general partner of the Domestic Flagship Fund and Silver Point Capital Offshore General Partner, LLC (the "Master Flagship GP" and together with the Domestic Flagship GP, the "Flagship GPs") serves as the general partner of the Master Flagship Fund. 2. Silver Point Specialty Credit Fund, L.P. (the "Specialty Credit Fund"). An affiliate of Silver Point, Silver Point Specialty Credit Fund Management, LLC ("Specialty Credit Fund Management"), provides investment advisory services to the Specialty Credit Fund. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Specialty Credit Fund GP, LLC (the "Specialty Credit Fund GP") serves as the general partner of the Specialty Credit Fund. 3. Silver Point Select Opportunities Fund A, L.P. (the "Select Opportunities Fund"). Silver Point provides investment advisory services to the Select Opportunities Fund. Silver Point Select General Partner, LLC (the "Select Opportunities GP") serves as the general partner of the Select Opportunities Fund. 4. Silver Point Distressed Opportunities Fund, L.P. (the "Domestic Distressed Opportunities Fund"), Silver Point Distressed Opportunities Offshore Fund, L.P. (the "Offshore Distressed Opportunities Fund") and Silver Point Distressed Opportunities Offshore Master Fund, L.P. (the "Offshore Master Distressed Opportunities Fund" and together with the Domestic Distressed Opportunities Fund and the Offshore Distressed Opportunities Fund, the "Distressed Opportunities Funds"). An affiliate of Silver Point, Silver Point Distressed Opportunities Management, LLC ("Distressed Fund Management"), provides investment advisory services to the Distressed Opportunities Funds. Such affiliate is controlled by Edward A. Mulé and Robert J. O'Shea. Silver Point Distressed Opportunities Onshore General Partner, LLC (the "Domestic Distressed Fund GP") serves as the general partner of the Domestic Distressed Opportunities Fund and Silver Point Distressed Opportunities Offshore General Partner, LLC (the "Offshore Distressed Fund GP" and together with the Domestic Distressed Fund GP, the "Distressed Fund GPs") serves as the general partner of the Offshore Distressed Opportunities Fund and the Offshore Master Distressed Opportunities Fund. 5. Silver Point Distressed Opportunity Institutional Partners, L.P. (the "Domestic Distressed Institutional Fund"), Silver Point Distressed Opportunity Institutional Partners (Offshore), L.P. (the "Offshore Distressed Institutional Fund") and Silver Point Distressed Opportunity Institutional Partners Master Fund (Offshore), L.P. (the "Offshore Master Distressed Institutional Fund" and together with the Domestic Distressed Institutional Fund and the Offshore Distressed Institutional Fund, the "Distressed Institutional Funds"). Distressed Fund Management provides investment advisory services to the Distressed Institutional Funds. Domestic Distressed Fund GP serves as the general partner of the Domestic Distressed Institutional Fund and Offshore Distressed Fund GP serves as the general partner of the Offshore Distressed Institutional Fund and the Offshore Master Distressed Institutional Fund. 6. SPCP Group VIII, LLC ("SPCP Group VIII"). Silver Point provides investment advisory services to SPCP Group VIII. The Master Flagship Fund serves as the manager of SPCP Group VIII through a wholly owned subsidiary (the Master Flagship Fund in such capacity, the "SPCP Group VIII Manager"). The SPCP Group VIII Manager has delegated all of its rights, powers, duties and responsibilities to Silver Point. References herein to "Silver Point" shall be deemed to include Silver Point, Specialty Credit Fund Management, Distressed Fund Management, the Domestic Flagship GP, the Master Flagship GP, the Specialty Credit Fund GP, the Select Opportunities GP and/or the Distressed Fund GPs, where applicable. The Flagship GPs, Specialty Credit Fund Management, the Specialty Credit Fund GP, the Select Opportunities GP, Distressed Fund Management and the Distressed Fund GPs are presently registered (or treated as registered) as investment advisers under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), pursuant to Silver Point's Form ADV, which contains an entry in Schedule R for both Specialty Credit Fund Management and Distressed Fund Management and lists the Flagship GPs, the Specialty Credit Fund GP, the Select Opportunities GP and the Distressed Fund GPs in Section 7.A of Schedule D. The Funds are structured as Delaware limited partnerships, Delaware limited liability companies, Cayman Islands exempted companies or Cayman Islands exempted limited partnerships. As used herein, the term "client" generally refers to each Fund. This Brochure generally includes information about Silver Point and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not contain all of the terms and conditions related to an investment in the Funds or all of the risks associated with any such investment, and certain of the information contained herein is in summary form. As a result, prior to any investment in any Fund, all prospective investors should carefully review the offering memorandum for such Fund. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities are generally offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds generally must be both "accredited investors", as defined in Regulation D, and "qualified purchasers", as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.
Investment Strategies and Types of Investments
Silver Point's investment strategy with respect to the Flagship Funds focuses on making investments in debt, equity or other securities, obligations or instruments of misvalued, mislevered, leveraged or financially distressed companies and in event-oriented and other special situations. Silver Point's investment strategy with respect to the Specialty Credit Fund is to originate loans to small and middle market companies domiciled in the United States and invest in specialty bridge financings, rescue financings and secondary purchases of loans and other credit-related assets. At any time during the term of the Specialty Credit Fund, Silver Point may, in its sole discretion, elect to effect a restructuring of the Specialty Credit Fund by causing the Specialty Credit Fund to (i) convert to, merge with or directly or indirectly transfer all or any portion of its assets to, an entity that has elected to be treated as a business development company ("BDC") under the 1940 Act (a "Conversion" and, after Conversion, the Specialty Credit Fund referred to herein as the "BDC Vehicle"), (ii) elect to be treated as a regulated investment company (a "RIC") for U.S. federal income tax purposes and (iii) conduct an initial public offering (an "IPO"). Silver Point's investment strategies with respect to the Select Opportunities Fund are to invest alongside the Specialty Credit Fund and potentially other Funds, in each case, on an "overflow basis" after such Funds have received their entire desired share of each investment opportunity falling within their respective investment programs (including through co- investments alongside a particular Fund or Funds) and to make investments in investment opportunities within or outside the strategies of the Specialty Credit Fund and potentially other Funds, in each case, that are not pursued by such Funds. Silver Point's investment strategies with respect to the Distressed Opportunities Funds and the Distressed Institutional Funds are to invest opportunistically in debt, equity and other financial instruments, obligations and assets, with a particular focus on companies and/or instruments that are stressed, distressed, overleveraged and/or going through restructurings, bankruptcies or other complex situations. The Distressed Opportunities Funds and the Distressed Institutional Funds have flexibility to invest in a wide variety of instruments, including less liquid and longer duration investments, and may have a concentrated portfolio, including control positions. Silver Point's investment strategy with respect to SPCP Group VIII is to invest in the debt, equity and other securities, obligations or instruments of a particular company. The Flagship Funds participate in such investments through SPCP Group VIII. Please see Item 8 for a more detailed description of the investment strategies pursued and types of investments made by the Funds. The descriptions set forth in this Brochure of specific advisory services that Silver Point offers to clients, and investment strategies pursued and investments made by Silver Point on behalf of its clients, should not be understood to limit in any way Silver Point's investment activities. Silver Point may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, Silver Point considers appropriate, subject to each client's investment objectives and guidelines. The investment strategies Silver Point pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved.
Customized Services for Individual Clients
Silver Point's investment decisions and advice with respect to each Fund are subject to each Fund's investment objectives and guidelines, as set forth in its offering documents.
Assets Under Management
As of December 31, 2018, Silver Point and its affiliates manage approximately $13.3 billion of regulatory assets under management attributable to its clients on a discretionary basis. please register to get more info

FEES AND COMPENSATION
The fees applicable to each Fund are set forth in detail in each Fund's offering documents. A brief summary of such fees is provided below.
Advisory Fees and Compensation - The Flagship Funds, The Distressed Opportunities
Funds and The Distressed Institutional Funds
Management Fees: In connection with providing investment advisory services to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds, Silver Point generally receives asset-based management fees, payable quarterly in advance, equal to 1.5% or 2.0% per annum of (i) the net asset value of the Domestic Flagship Fund and the Master Flagship Fund or a subsidiary thereof attributable to the interests held by each investor or (ii) the invested capital of each investor in the Distressed Opportunities Funds or the Distressed Institutional Funds. The specific payment terms and other conditions of the management fee payable to Silver Point in respect of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds are set forth in the applicable offering documents or side letters (in the case of the Distressed Institutional Funds). Silver Point, in its sole discretion, may reduce, waive or calculate differently the management fee with respect to any investor, and it has done so with respect to employees of Silver Point, certain other related persons and certain Distressed Institutional Funds investors (based on the size of their investment). Incentive and Performance-Based Compensation: Incentive compensation for the Flagship Funds is generally equal to 20% of net realized and unrealized capital appreciation for each year, excluding unrealized appreciation attributable to side pocketed investments ("Designated Investments"), after making up any losses carried forward from prior years as further discussed in the offering documents for the Flagship Funds. Incentive compensation is generally charged after the close of each fiscal year and upon interim-year withdrawals and is calculated separately for each subscription. Performance-based compensation for the Distressed Opportunities Funds and the Distressed Institutional Funds is in the form of carried interest generally equal to 20% of all income, gains and losses derived from investments after the return to investors of their capital contributions and a preferred return thereon. The specific terms and other conditions of the incentive or performance-based compensation payable or allocable to Silver Point in respect of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds are set forth in the applicable offering documents. Silver Point, in its sole discretion, may reduce, waive or calculate differently the incentive or performance-based compensation with respect to any investor and has done so with respect to employees of Silver Point and certain other related persons.
Advisory Fees and Compensation – The Specialty Credit Fund
Management Fees: The Specialty Credit Fund will pay to Silver Point, in respect of each investor, a management fee (the "Specialty Credit Fund Management Fee"), payable quarterly in arrears, pursuant to the terms of the offering documents. Prior to an IPO, the Specialty Credit Fund Management Fee will be determined, during the commitment period, based on an investor's unfunded capital commitment and drawn commitment and thereafter based on net capital contributions. Following an IPO, the Specialty Credit Fund Management Fee will be based on a percentage of the Specialty Credit Fund's gross assets. Prior to Conversion, Silver Point may, in its sole discretion, waive or reduce the Specialty Credit Fund Management Fee with respect to Silver Point and its affiliates, the partners and the employees of Silver Point or any of its affiliates, and their respective family members and estate planning vehicles (collectively, the "SP Persons"), and any other investor, it being understood that following Conversion any such waiver or reduction will be eliminated. Incentive Compensation: "Specialty Credit Fund Incentive Compensation" will be payable by the Specialty Credit Fund to Silver Point and will consist of two parts, "Income Incentive Compensation" and "Capital Gains Incentive Compensation," as follows: (i) Income Incentive Compensation. Income Incentive Compensation will be calculated and payable to Silver Point quarterly in arrears based on the pre-incentive compensation net investment income generated by the Specialty Credit Fund and will be subject to hurdles and catch-up provisions as further described in the offering documents. Pre-incentive compensation net investment income does not include any realized capital gains, realized capital losses and unrealized capital appreciation or depreciation. Prior to a qualifying IPO (as described in the Specialty Credit Fund's governing documents), pre-incentive compensation net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero-coupon securities), accrued income that the Specialty Credit Fund has not yet received in cash. (ii) Capital Gains Incentive Compensation. Capital Gains Incentive Compensation, payable at the end of each calendar year in arrears, will equal 20% (prior to a qualifying IPO, 15%) of cumulative capital gains from the inception of the Specialty Credit Fund to the end of such calendar year, minus the aggregate amount of any previously paid Capital Gains Incentive Compensation for prior periods. Prior to Conversion, items of gain will be allocated to the capital account of the Specialty Credit Fund GP in accordance with the calculation of the Capital Gains Incentive Compensation. An amount equal to the Capital Gains Incentive Compensation will be distributed by the Specialty Credit Fund to the Specialty Credit Fund GP pursuant to the Specialty Credit Fund's offering documents. Following Conversion, Capital Gains Incentive Compensation will be payable to Silver Point. Prior to Conversion, Silver Point and the Specialty Credit Fund GP may waive their right to receive all or any portion of the Specialty Credit Fund Incentive Compensation, including in respect of the interests of SP Persons and any other investor, it being understood that following Conversion any such waiver granted in respect of the interests of SP Persons and any other investor will be eliminated.
Advisory Fees and Compensation – The Select Opportunities Fund
Management Fees and Incentive Compensation. The Select Opportunities Fund will pay to Silver Point, in respect of each investor, an asset-based management fee payable quarterly in arrears and incentive compensation calculated and payable quarterly and annually in arrears as set forth in the offering documents of the Select Opportunities Fund. The Select Opportunities Fund may establish and negotiate additional management fees and incentive compensation with investors in the Select Opportunities Fund and the precise amount of, and manner and calculation of, such additional fees and compensation will be set forth in the offering documents received by each investor prior to its investment in the Select Opportunities Fund strategy related to such additional fees and compensation. Advisory Fees and Compensation – SPCP Group VIII

Incentive Compensation. Performance-based compensation will be paid as set forth in the organizational documents of SPCP Group VIII.
Payment of Fees
Fees and compensation paid or allocated to Silver Point or its affiliates by the Funds are generally deducted from the assets of such clients or from capital called. As discussed above, management fees are generally deducted on a quarterly basis, incentive compensation is generally deducted or allocated on a quarterly or annual basis and upon a redemption or withdrawal of an investor and performance-based compensation is generally deducted or allocated on a realization basis, depending upon the Fund.
Additional Fees and Expenses – The Funds Generally
Expenses: Subject to its offering documents, each Fund generally bears its own expenses resulting from or arising in connection with its organization, offering and operations. Such expenses may include the following: (i) legal, accounting, tax, auditing, consulting and other professional expenses (including expenses relating to establishing reputation and public relations in connection with self-sourced lending or other financial transactions); (ii) the management fees; (iii) professional liability insurance (including costs relating to directors' and officers' liability insurance and errors and omissions insurance); (iv) research and market data expenses; (v) fees and expenses (including legal fees) relating to establishing auditor, custodial, administration services or prime brokerage relationships; (vi) fees and costs (including legal fees) of entering into ISDAs; (vii) custodial fees; (viii) bank service fees; (ix) investment-related fees and expenses (such as brokerage commissions, third- party sourcing fees, fees and expenses of legal and other professionals, due diligence expenses and travel, lodging and meal expenses) related to the sourcing, evaluation, discovery, investigation, development, analysis, monitoring, purchase or sale of investments, whether or not the investments are consummated; (x) fees and expenses of any finders, senior advisors, originators, consultants (including sourcing consultants, operating consultants, research consultants, industry expert consultants and/or subject matter consultants) and other persons acting in a similar capacity (in each case, whether or not such persons are engaged by the Fund and/or its affiliates in a dedicated or exclusive capacity and whether or not fees are paid as a fixed amount or based on profits or performance); (xi) costs and expenses related to attending investment related conferences, including in connection with the sourcing of future investments or business sector opportunities or the evaluation of potential investments, irrespective of whether any such investment is ultimately consummated; (xii) expenses related to aggregating vehicles, special purpose vehicles and alternative investment vehicles (including formation and overhead expenses of an ordinarily recurring nature such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee benefits including insurance, payroll taxes and compensation of all employees related thereto ("Overhead Expenses")); (xiii) any and all costs and expenses incurred in connection with the incurrence of leverage and indebtedness, including with respect to credit agreements, margin financing, total return swaps and other derivatives, commitment-based financing, reverse purchase agreements, and other borrowings, and including any principal or interest on the Fund's borrowings and indebtedness (including fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the account of the Fund and in guaranteeing the obligations of any issuers or their affiliates); (xiv) other expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of the Fund's assets (directly or through trading affiliates) as will be determined by Silver Point in its sole discretion (including costs associated with systems and software used in connection with investment-related activities); (xv) costs of reporting to investors; (xvi) all costs and expenses incurred in connection with any meeting of the investors that is generally open or applicable to all investors (including the costs and expenses of any third-party speakers at any such meetings) and any meeting of the advisory committee (including the reasonable expenses incurred by members of the advisory committee in connection with their attendance); (xvii) administration fees and expenses charged by any third-party provider of administration services; (xviii) taxes; (xix) expenses relating to the offer, transfer, sale and marketing of interests in the Fund (including travel, lodging and meals relating to the offering of such Fund and translation, printing and distribution fees and expenses (including fees and expenses related to the retention of, and services provided by, any service provider or agent engaged by such Fund and/or its affiliates in connection with such translation, printing and distribution)); (xx) any fees, costs and expenses relating to entering into, and compliance with, side letters and most favored nations processes; (xxi) federal, state and non-U.S. filing and registration fees and expenses (but excluding for the avoidance of doubt, any filing and registration expenses that are not related to the Fund and its activities); (xxii) fees and expenses related to complying with (or facilitating compliance with) any applicable law, rule or regulation (including legal fees, costs and expenses, regulatory and compliance fees and expenses relating to past, current and prospective investments and any registration, compliance, filings or other obligations related to or arising out of the AIFM Directive and any fees, costs and expenses with respect to any registration or reporting activities of the Fund, including legal advice regarding the offering of interests of the Fund or its investments); (xxiii) costs of winding up and liquidating the Fund; (xxiv) expenses incurred in connection with an investor that defaults in respect of a commitment; (xxv) any and all fees, costs and expenses incurred in connection with computing the value of the assets of the Fund (including, as applicable, any and all fees, costs and expenses associated with advisors, independent pricing services and third- party valuation consultants); (xxvi) any fees, costs and expenses incurred in connection with the use of any person who is not affiliated with Silver Point, to consider and, on behalf of the investors and the Fund, review and/or approve such matters as Silver Point may determine, including any principal, agency, agency cross and cross transactions, or matters that require approval by applicable law, including Section 206(3) of the Advisers Act; (xxvii) expenses incurred in connection with the Fund's tax returns and Schedules K-1 (or similar schedules, if applicable), including the costs of creating, printing and distributing such tax returns and Schedules K-1 (or similar schedules); (xxviii) costs and expenses with respect to representation of the Fund and the investors by the tax matters partner or partnership representative; (xxix) fees and expenses in connection with ongoing compliance, filing and reporting obligations under AEOI (as defined below); and (xxx) other direct organizational costs and other expenses associated with the operation of the Fund and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses, if any. "AEOI" means (i) Sections 1471 to 1474 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the Treasury Regulations issued thereunder and any other associated legislation, regulations or guidance, and any other similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement similar financial account information reporting and/or withholding tax regimes; (ii) the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters – the Common Reporting Standard and any associated commentary and/or guidance and (iii) any intergovernmental agreement, treaty, regulation, guidance, standard or other agreements, entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described in clauses (i) and (ii). Silver Point is authorized to incur and pay in the name and on behalf of the relevant Fund, any parallel fund and any alternative investment vehicle, all expenses which they deem necessary or advisable.
Other Fees and Expenses – The Flagship Funds, The Distressed Opportunities Funds
and The Distressed Institutional Funds
Subject to each Fund's offering documents, if Silver Point or its affiliates receive any compensation in connection with lending or other financial transactions or investments (including, without limitation, acquisitions, dispositions, recapitalizations and restructurings, and the provision of financial advisory, investment monitoring, investment management or similar or related services) (collectively "Fee Income"), 100% of the portion of such Fee Income (x) ratably attributable to a Fund's investment in any such transactions or investments (or, in the case of broken deal fees, such proposed transaction or investment), and (y) in the case of certain Funds, relating to the capital commitments to or the value of interests in, as applicable, such Fund held by fee and/or incentive compensation bearing investors, will be applied as an offset to either the management fee or the incentive compensation, if applicable, as set forth in the offering documents of the relevant Fund. The remaining portion of such compensation will not be applied as an offset to such Fund's management fee or the incentive compensation and will benefit Silver Point or its affiliates (in the case of the ratable interest of Silver Point, its affiliates or third parties in the applicable financial instrument) and/or other Silver Point Accounts (as defined below) (in the case of the ratable interest of such other Silver Point Accounts in the applicable financial instrument). If Silver Point or its affiliates receive any Fee Income in connection with or arising from providing administrative, collateral management or similar or related services in respect of lending or other financial transactions, such Fee Income will not be applied as an offset to the management fee or of the incentive compensation (as applicable) and will instead be retained by Silver Point. If the management fee or the incentive compensation (as applicable) is not sufficient to fully effect such offset in any particular period, any shortfall will be carried forward to reduce future management fees or incentive compensation (as applicable) until such shortfall is fully offset. Notwithstanding the foregoing, in the event an investor in the Flagship Funds withdraws or redeems prior to the making of the adjustment described in this paragraph, such investor will forego, and will not be entitled to, any portion of any such subsequent adjustment. The Funds will not receive the benefit of any compensation received by Silver Point or its affiliates in connection with the portion of any financial transactions or investments attributable to participants other than the Funds. A conflict of interest may arise if Silver Point causes a Fund to participate in a financial transaction or investment with others and fees are paid to Silver Point or its affiliates. Administrative Fees and Expenses – The Flagship Funds In addition to the retention of any third-party administrators, Silver Point, or an affiliate, performs some of the functions of a third-party administrator in-house because it believes it can provide an effective integrated solution, including performing independent checks on certain work performed by the third-party administrator. Silver Point will charge administration costs to the Flagship Funds; provided, however, that such costs will be limited to an amount that, along with the costs of any third-party administration services it uses and Silver Point's expenses discussed below, will be the lesser of actual costs incurred or 12 basis points of the Domestic Flagship Fund's or the Offshore Flagship Fund's net asset value. The costs incurred by Silver Point in the provision of such administration services are included in the above, and include, but are not limited to, out of pocket expenses (including travel, meals and lodging), third party software licensing, implementation, data management and recovery services, custom development costs and Overhead Expenses.
Additional Fees and Expenses – The Specialty Credit Fund
Expenses: In addition to the expenses described above and subject to its governing documents, the Specialty Credit Fund will also bear the following expenses: costs associated with Conversion and ensuring compliance with the applicable BDC and RIC requirements, including, but not limited to, costs incurred in connection with the organization of, and transfer of assets to, a private investment vehicle and all other expenses incurred in connection with effecting Conversion. Following Conversion, the Specialty Credit Fund will also be responsible for the costs of the offering of common shares and other securities, including, but not limited to, all expenses incurred in connection with an IPO; costs and expenses relating to distributions paid to investors; costs of effecting sales and repurchases of the Specialty Credit Fund 's securities; allocated costs incurred by Silver Point or its affiliate in providing managerial assistance to those companies in which the Specialty Credit Fund has invested who request it; transfer agent fees; fees and expenses paid to the Specialty Credit Fund's independent directors (including expenses and costs related to meetings of the independent directors); costs of preparing and filing reports with the SEC and other Specialty Credit Fund reporting and compliance costs, including registration and listing fees; the Specialty Credit Fund's allocable portion of the fidelity bond; the costs of reports, proxy statements or other notices to investors, including printing and mailing costs; the costs of any stockholders' meetings and communications; expenses payable under any underwriting agreement, including associated fees, expenses and any indemnification obligations; and all other expenses incurred by the Specialty Credit Fund in connection with maintaining its status as a BDC and a RIC. Administrative Fees and Expenses: Silver Point, or an affiliate, may perform some or all of the functions of a third-party administrator in-house. Each affiliated administrator will be reimbursed for all out-of-pocket expenses out of the assets of the Specialty Credit Fund. Following Conversion, the Specialty Credit Fund will reimburse Silver Point or its affiliates, as applicable, for all costs and expenses incurred in connection with administering the Specialty Credit Fund's business including out of pocket expenses (including travel, lodging and meals), the Specialty Credit Fund's allocable portion of Silver Point's or any affiliated administrator's overhead expenses in performing its obligations under the Specialty Credit Fund's advisory agreement or any administration agreement, as applicable, including rent and the allocable portion of the compensation paid by Silver Point or its affiliates, as applicable, to the Specialty Credit Fund's Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on the percentage of time such individuals devote, on an estimated basis, to the business affairs of the Specialty Credit Fund), third-party software licensing, implementation, data management and recovery services and custom development costs. Other Fees: If Silver Point or its affiliates receives any Fee Income, the portion of such Fee Income ratably attributable to investments made (or, in the case of broken deal fees, proposed) by the Specialty Credit Fund will be either (a) paid to the Specialty Credit Fund or (b) prior to Conversion, applied as an offset to the Specialty Credit Fund Management Fee. Prior to Conversion, if the Specialty Credit Fund Management Fee is not sufficient to offset any such fees, any shortfall will be carried forward to reduce future Specialty Credit Fund Management Fees until the earlier of such time as (i) such shortfall is fully offset or (ii) Silver Point is no longer entitled to receive the Specialty Credit Fund Management Fee from the Specialty Credit Fund. Upon Conversion or such time that Silver Point is no longer entitled to receive the Specialty Credit Fund Management Fee from the Specialty Credit Fund, any remaining shortfall will be paid by Silver Point or its affiliates to the Specialty Credit Fund. Any fees received by Silver Point or its affiliates in connection with or arising from providing administrative, collateral management or similar or related services to the Specialty Credit Fund in respect of lending or other financial transactions or investments will be retained by Silver Point or its affiliates and will not be applied as an offset to the Specialty Credit Fund Management Fee.
Additional Fees and Expenses – Select Opportunities Fund
With respect to the Select Opportunities Fund, fees received by Silver Point or its affiliates and expenses borne by the Select Opportunities Fund are determined on a strategy-by- strategy basis and include fee and expense arrangements similar to those described above for the other Funds.
Additional Fees and Expenses – SPCP Group VIII

SPCP Group VIII will bear its own expenses and will reimburse the SPCP Group VIII Manager and Silver Point for all out-of-pocket fees and expenses incurred by the SPCP Group VIII Manager and Silver Point in forming SPCP Group VIII and carrying out the SPCP Group VIII Manager's powers, duties and responsibilities (including to the extent delegated to Silver Point). Allocation of Expenses Generally Generally, expenses incurred directly in connection with a particular investment (or proposed investment) of certain Silver Point Accounts will be allocated among such Silver Point Accounts; provided that expenses specifically attributable to a particular Silver Point Account may be allocated to such Silver Point Account. Silver Point will allocate expenses among Silver Point Accounts in a fair and equitable manner upon taking into account such factors as it deems appropriate. Notwithstanding the foregoing, it may not be practical to specifically allocate certain investment-related expenses to the particular investment or Silver Point Account to which they relate. Silver Point, in its sole discretion, may instead allocate such expenses (along with expenses that relate to transactions that are not consummated) across one or more investments or Silver Point Accounts; provided that any such allocation will, on balance, be in a fair and equitable manner.
Additional Compensation
Neither Silver Point nor any of its supervised persons accept brokerage commissions for the sale of securities or other investment products. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Silver Point and its affiliates accept performance-based compensation from every Fund. As a result, Silver Point and its affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based compensation from some clients, but not from other clients. please register to get more info

TYPES OF CLIENTS
Silver Point and its affiliates generally provide investment advice to the Funds, as described above. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Methods of Analysis and Investment Strategies
The descriptions set forth in this Brochure of specific advisory services that Silver Point offers to clients, and investment strategies pursued and investments made by Silver Point on behalf of its clients, should not be understood to limit in any way Silver Point's investment activities. Silver Point may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Silver Point considers appropriate, subject to each client's investment objectives and guidelines. The investment strategies Silver Point pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Flagship Funds Silver Point's investment strategy with respect to the Flagship Funds focuses on making investments in debt, equity or other securities, obligations or instruments of misvalued, mislevered, leveraged or financially distressed companies and in event-oriented and other special situations. The Flagship Funds may hold both long and short positions in such investments. The investment strategies employed by the Flagship Funds may include (without limitation) the following: credit-oriented investments; event-oriented investments; asset-oriented investments; and investments in misvalued securities, obligations or instruments. In seeking to achieve its investment objective, the Flagship Funds may utilize any equity, debt, derivative or other instrument that Silver Point deems appropriate, including, but not limited to, bank debt, receivables and trade claims, and may provide financing, including direct lending, debtor-in-possession financing and bankruptcy exit financing, either directly or indirectly through investments in companies, including affiliates of Silver Point, providing such financing. In select circumstances, Silver Point may also pursue other attractive private investment opportunities. Specialty Credit Fund Silver Point's investment strategy with respect to the Specialty Credit Fund is to originate loans to small and middle market companies domiciled in the United States and invest in specialty bridge financings, rescue financings and secondary purchases of loans and other credit-related assets. It is anticipated that the majority of these loans will be secured, floating rate investments. The Specialty Credit Fund will focus on opportunities that have niche characteristics—situations involving complexity, imminent capital needs, sourcing challenges, and similar features that limit the participation of traditional financing sources— as well as on other credit-related assets. In seeking to achieve its investment objective, the Specialty Credit Fund may invest across a broad range of industries. In addition, the Fund may invest in a broad range of asset classes and instruments as the Specialty Credit Fund GP deems appropriate, including, but not limited to, equity and debt securities (secured or unsecured), loans, derivatives, receivables and trade claims, whether or not such investments are privately placed, directly purchased, publicly traded, held through participations or otherwise, or issued by any company, entity, organization, government or other person. The Specialty Credit Fund may also make investments in companies and issuers domiciled outside of the United States. At any time during the term of the Specialty Credit Fund, Silver Point may, in its sole discretion, elect to effect a restructuring of the Specialty Credit Fund by causing the Specialty Credit Fund to (i) convert to, merge with or directly or indirectly transfer all or any portion of its assets to, an entity that has elected to be treated as a BDC under the 1940 Act, (ii) elect to be treated as a RIC for U.S. federal income tax purposes and (iii) conduct an IPO. Select Opportunities Fund Silver Point's investment strategies with respect to the Select Opportunities Fund are to invest alongside the Specialty Credit Fund and potentially other Funds, in each case, on an "overflow basis" after such Funds have received their entire desired share of each investment opportunity falling within their respective investment programs (including through co- investments alongside a particular Fund or Funds) and to make investments in investment opportunities within or outside the strategies of the Specialty Credit Fund and potentially other Funds, in each case, that are not pursued by such Funds. Distressed Opportunities Funds and Distressed Institutional Funds Silver Point's investment strategies with respect to the Distressed Opportunities Funds and the Distressed Institutional Funds are to invest opportunistically in debt, equity and other financial instruments, obligations and assets, with a particular focus on companies and/or instruments that are stressed, distressed, overleveraged and/or going through restructurings, bankruptcies or other complex situations. The Distressed Opportunities Funds and Distressed Institutional Funds have flexibility to invest in a wide variety of instruments, including less liquid and longer duration investments, and may have a concentrated portfolio, including control positions. SPCP Group VIII

Silver Point's investment strategy with respect to SPCP Group VIII is to invest in the debt, equity and other securities, obligations or instruments of a particular company.
Risk Factors
The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by Silver Point. These risk factors relate to particular significant investment strategies or methods of analysis employed by or types of securities recommended by Silver Point. The Funds' investment programs are speculative and entail substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved. Risk Factors with respect to the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds Investments Generally. All investments are speculative and risk the loss of substantial 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, investments in speculative assets and the use of speculative investment strategies and techniques, interest rates, volatility, tracking risks in hedged positions, credit deterioration or default risks, currency risks, systems risks and other risks inherent in the Funds' activities. The Funds' investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular markets where the Funds may invest their assets. Silver Point's 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. In certain situations Silver Point may be unable to, or may choose not to, implement risk management strategies because of the costs involved or other relevant circumstances, and even if risk management strategies are utilized, such strategies cannot fully insulate the Funds from the risks inherent in their planned activities. Availability of Investments. The identification of investments suitable for the Funds is difficult and involves significant uncertainty. There can be no guarantee that Silver Point will identify such investment opportunities or that committed capital will be fully invested. Even if such investments are identified there can be no assurance that they will not decline in value considerably while held by the Funds including, without limitation, as a result of weakness in the credit or other markets, or other circumstances. Exposure to Certain Financial Institutions. The Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds may invest in financial instruments issued by financial institutions, such as investment and commercial banks, insurance companies, savings and loan associations, mortgage originators and other companies engaged in the financial services industry (collectively, "financial institutions"). In addition, financial institutions will act as counterparties to the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds in connection with their respective investment activities, and will provide prime brokerage services to the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds. The Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds may also gain exposure to these entities through derivative transactions, including, without limitation, options, credit default swaps and credit linked notes, and through long and short strategies. In the course of conducting their business operations, financial institutions are exposed to a variety of risks that are inherent to the financial services industry. Significant risks that could affect the financial condition and results of operations of financial institutions include, but are not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads caused by global and local market and economic conditions; credit-related losses that can occur as a result of an individual, counterparty or issuer being unable or unwilling to honor its contractual obligations; the potential inability to repay short-term borrowings with new borrowings or assets that can be quickly converted into cash while meeting other obligations; operational failures or unfavorable external events; potential changes to the established rules and policies of various U.S. and non-U.S. legislative bodies and regulatory and exchange authorities, such as federal and state securities, bank regulators and industry participants; risks associated with litigation, investigations and/or proceedings by private claimants and governmental and self-regulatory agencies arising in connection with a financial institution's activities; and its continuing ability to compete effectively in the market. Many financial institutions have announced writedowns and losses relating to their exposures to the U.S. subprime market. These financial institutions may continue to have exposure to these markets and products, and as market conditions continue to evolve the fair value of certain mortgage-related instruments could further deteriorate, which could result in further writedowns and losses. Other areas of financial institutions' businesses that have not yet been adversely affected by the illiquidity in mortgage and lending markets could be adversely affected if current conditions in the credit market spread to other sectors. While financial institutions seek to manage these and other risks through risk management policies and procedures, there can be no assurance that any financial institution's risk management practices will be effective. Repurchase Programs and Bank Obligations. Repurchase agreements are subject to the risk of failure of the seller to repurchase the investment purchased by the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds, or delays or limitations on realization of the purchase obligation in the event of the initiation of bankruptcy or other proceedings involving the seller. Certain types of bank obligations which may be acquired by the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds may not be covered by insurance from the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. Investments in Non-Traded Equity. As part of their investment programs, the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds may make investments in non-traded equity. These investments may occur as a result of, among other things, direct equity investments and the Flagship Funds', the Specialty Credit Fund's, the Distressed Opportunities Funds' and the Distressed Institutional Funds' purchase of debt instruments that convert to equity interests in the event of a reorganization of an entity's capital structure. The Flagship Funds', the Specialty Credit Fund's, the Distressed Opportunities Funds' and the Distressed Institutional Funds' investments in non-traded equity involve a high degree of business and financial risk. The entities in which the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds invest may be financially distressed or have recently emerged from bankruptcy, they may require substantial additional capital to support expansion or to achieve or maintain a competitive position, they may produce substantial variations in operating results from period to period and they may operate at a loss. Such risks may adversely affect the performance of such investments and result in substantial losses. In addition, these entities may require governmental approvals or be subject to licensing procedures in order to operate in their markets. The Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds could be adversely affected by delays in, or refusals to grant, such approvals or licenses. Bank Loans. The Flagship Funds', the Specialty Credit Fund's, the Distressed Opportunities Funds' and the Distressed Institutional Funds' investment programs will include investments in bank loans. The value of bank loans can fluctuate in response to actual and perceived changes in creditworthiness, non-U.S. exchange rates, political stability or soundness of economic policies. Bank loans (as well as other debt obligations) are subject to the risk of the issuer's inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). These obligations are subject to other risks, including, without limitation: (i) declines in the value of collateral securing the obligations, if any; (ii) declines in the enterprise value of the obligor; (iii) failure of restrictive covenants, if any, to adequately protect the interests of the creditor; (iv) the failure of the bankruptcy process (or other determination of creditors' rights) to produce the outcome anticipated by the investor; (v) the possible invalidation of an investment transaction as a preference or fraudulent conveyance under relevant creditors' rights laws; (vi) so-called lender-liability claims by the issuer of the obligations; and (vii) environmental or other liabilities that may arise with respect to collateral securing the obligations. In analyzing each bank loan, Silver Point compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds, as applicable. The risks associated with bank loans generally also apply to the specific types of bank loans discussed below (e.g., leveraged loans and bridge loans). Risk Factors with respect to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds High Yield and Preferred Securities. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds invest in "high yield" bonds and preferred securities that are rated in the lower rating categories by the various credit rating agencies or comparable non-rated securities. Securities in the lower-rated categories and comparable non-rated securities are subject to greater risk of loss of principal and interest than higher- rated and comparable non-rated securities, and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings or comparable non-rated securities in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated and comparable non-rated securities, the yields and prices of such securities may be more volatile than those for higher-rated and comparable non-rated securities. The market for lower-rated and comparable non-rated securities is thinner, often less liquid, and less active than that for higher-rated or comparable securities, which can adversely affect the prices at which these securities can be sold and may even make it impractical to sell such securities. High-yield bonds and preferred securities are also typically lower in the capital structure of the relevant issuer than other forms of indebtedness, including secured bank debt. As a result, these securities may not be secured (or fully secured) by the underlying assets of the issuer and, in the event of a bankruptcy, reorganization or other similar event, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds would be subject to significant losses in respect of their investment in such securities. Investments in Equity Securities Generally. The Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investment portfolios may include long positions in equity securities of publicly listed companies. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, the business market in which individual companies compete, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Flagship Funds, the Distressed Opportunities Funds or the Distressed Institutional Funds. Corporate Debt. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds invest in bonds, notes, debentures and other instruments of indebtedness issued by, and other obligations of, corporations. These instruments may pay fixed, variable or floating rates of interest, and may include zero coupon and pay-in-kind obligations. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may invest in corporate debt instruments that have experienced or are contemplated to experience ratings downgrades. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may invest in instruments that have the lowest quality ratings or are unrated. Ratings. Credit ratings of debt instruments represent the rating agency's opinions regarding their credit quality and are not a guarantee of quality. Credit ratings evaluate the safety of the principal and interest payments, not the market value risk, of lower-rated instruments. Such ratings also may not accurately reflect macroeconomic or systematic risk, including the risk of increased illiquidity in the credit markets. Accordingly, credit ratings may not fully reflect the true risks of an investment. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer's current financial condition may be better or worse than a rating indicates. Rating agencies may re-rate an instrument which could cause substantial loss as the ratings are downgraded. Such reviews and potential downgrades may be more likely during periods of volatility in the credit markets. Additionally, rating agencies may incorrectly rate instruments due to errors in their internal evaluation processes or models or methodologies. The rating agencies may retrospectively change their rating methodology in the future, which may affect the rating assigned to the existing debt instruments. The Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investments may experience significant credit rating volatility. Early Prepayment. Certain debt that the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may invest in, such as senior debt, may be repaid early, so that the actual maturity of such investments is shorter than their stated final maturity calculated solely on the basis of the stated life and repayment schedule. Generally voluntary prepayments are permitted and the timing of prepayments cannot be predicted with any accuracy. The degree to which borrowers prepay debt, whether as a contractual requirement or at their election, may be affected by general business conditions, market interest rates, the borrower's financial condition and competitive conditions among lenders. Prepayments are likely to be made during any period of declining interest rates. Such prepayments may result in the Flagship Funds, the Distressed Opportunities Funds or the Distressed Institutional Funds receiving a lower than anticipated yield on such investments. Borrower Fraud; Breach of Covenant. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may obtain structural, covenant and other contractual protections with respect to the terms of its investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to their investments will achieve their desired effect, and potential investors should regard an investment in the Flagship Funds, the Distressed Opportunities Funds or the Distressed Institutional Funds as being speculative and having a high degree of risk. Of paramount concern in investments in senior secured loans, notes or bonds is the possibility of material misrepresentation or omission on the part of the borrower or other credit support providers or breach of covenant by such parties. Such inaccuracy or incompleteness or breach of covenants may adversely affect the valuation of the collateral underlying such loans, notes or bonds or may adversely affect the ability of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds to perfect or effectuate a lien on the collateral securing the loan or otherwise realize on the investment. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will rely upon the accuracy and completeness of representations made by borrowers and their agents to the extent reasonable, but cannot guarantee such accuracy or completeness. Leveraged Loans. "Leveraged loans" are loans made to companies with a below investment grade rating from Moody's and S&P. Such loans may be performing poorly when the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds acquire them. There is no assurance that Silver Point will correctly evaluate the value of the assets collateralizing such loans or the prospects for distribution on or repayment of such loans. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may lose their entire investment or may be required to accept cash, property or securities with a value less than the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' original investment and/or may be required to accept payment over an extended period of time. "Covenant-Lite" Loans. There has been an increase in the average debt multiple of leveraged loans and the growth in the percentage of leveraged loans issued as "covenant-lite." In addition, Silver Point believes that the covenants that do exist have generally become less restrictive, thereby offering more limited protection to lenders. As a result of the foregoing, the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investments in such "covenant-lite" loans may pose a higher risk as the borrowers of such loans are subject to fewer covenants with respect to, among other things, other debt that such borrowers may incur. The lack of such covenants may increase the likelihood that such borrowers could default on their payments to the Flagship Funds, the Distressed Opportunities Funds or the Distressed Institutional Funds, thereby resulting in losses to the Flagship Funds, the Distressed Opportunities Funds or the Distressed Institutional Funds, as applicable. Bridge Loans. It is a common practice for financial institutions to commit to providing bridge loans to facilitate acquisitions, including leveraged buyouts, where it serves as an advisor to the purchaser. Bridge loans are frequently made because, for timing or market reasons, longer term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing. However, due to recent market conditions affecting the availability of these other sources of financing (principally high yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities than the permanent financing by which they are expected to be replaced. Borrowers and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer term loan (with maturities similar to that of a bond). If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by Silver Point, there may be an adverse effect upon the ability of Silver Point to manage the assets of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds in accordance with its models and projections or an adverse effect upon the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' performance and ability to make distributions. Investments in Rescue Lending. As part of its lending activities, the Domestic Flagship Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to the Domestic Flagship Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Domestic Flagship Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds will correctly evaluate the value of the assets collateralizing the loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company they fund, the Domestic Flagship Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the loan advanced by the Domestic Flagship Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds to the borrower. Risks of Investments in Special Situations. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may invest in "event-driven" and other special situations such as recapitalizations, spin-offs, restructurings, bankruptcy, litigation, corporate control transactions, corporate events and other catalyst-oriented strategies. Silver Point could be incorrect in its assessment of the magnitude or probability of the downside risks associated with an investment in an "event-driven" or other special situation, thus resulting in significant losses to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds. Investments in such securities are often difficult to analyze or may have limited trading histories or limited in-depth research coverage. Investing in special situations frequently requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company's financial instruments. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as Silver Point had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the price paid by the Flagship Funds, the Distressed Opportunities Funds and/or the Distressed Institutional Funds for the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which may result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a "defensive" strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of investing in special situations, the results of the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' operations may be expected to fluctuate from period to period. Accordingly, limited partners of the Domestic Flagship Fund, the Distressed Opportunities Funds and the Distressed Institutional Funds, or shareholders of the Offshore Flagship Fund, as applicable, should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Broad Investment Mandate. The Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investment strategy permits investments to be made in a broad range of issuers, securities, financial instruments and transactions. Subject to the concentration limits set forth in the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' respective offering memoranda, Silver Point may also cause the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds to focus their investment activities in a limited number of industries, market sectors or types of securities, financial instruments or transactions. Within those broad parameters, Silver Point will make investment decisions for the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds as it deems appropriate in its sole discretion. No assurance can be given that the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will be successful in obtaining suitable investments, or that if such investments are made, the objectives of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will be achieved. Nature of Bankruptcy Proceedings. There are a number of significant risks when investing in companies involved in bankruptcy proceedings, including the following: First, many events in a bankruptcy are the product of contested matters and adversary proceedings which are beyond the control of the creditors. Second, a bankruptcy filing may have adverse and permanent effects on a company. For instance, the company may lose its market position and key employees and otherwise become incapable of restoring itself as a viable entity. Further, if the proceeding is converted to a liquidation, the liquidation value of the company may not equal the liquidation value that was believed to exist at the time of the investment. Third, the duration of a bankruptcy proceeding is difficult to predict. A creditor's return on investment can be adversely impacted by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by the bankruptcy court, and until it ultimately becomes effective. Fourth, the administrative costs in connection with a bankruptcy proceeding are frequently high and will be paid out of the debtor's estate prior to any return to creditors. Fifth, creditors can lose their ranking and priority if they exercise "domination and control" over a debtor and other creditors can demonstrate that they have been harmed by such actions, especially in the case of investments made prior to the commencement of bankruptcy proceedings. Sixth, certain claims, such as claims for taxes, may have priority by law over the claims of certain creditors. Seventh, under certain circumstances, payments to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds and distributions by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds to their investors may be reclaimed if any such payment is later determined to have been a preferential payment. Eighth, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may seek representation on creditors' committees, and as a member of a creditors' committee they may owe certain obligations generally to all creditors similarly situated that the committee represents and they may be subject to various trading or confidentiality restrictions. If Silver Point concludes that the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' membership on a creditors' committee entails obligations or restrictions that conflict with the duties it or its affiliates owe to the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investors, or that otherwise outweigh the advantages of such membership, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will not seek membership in, or will resign from, that committee. Because the Flagship Funds will indemnify the Flagship GPs, Silver Point or any other person serving on a committee on behalf of the Flagship Funds for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on the Flagship Funds' investment in a reorganization company. Similarly, because the Distressed Opportunities Funds and the Distressed Institutional Funds will indemnify the Distressed Fund GPs, Silver Point or any other person serving on a committee on behalf of the Distressed Opportunities Funds or the Distressed Institutional Funds, respectively, for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on the Distressed Opportunities Funds' or the Distressed Institutional Funds' investment, respectively, in a reorganization company. Leveraged Companies. The Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investments are expected to include companies whose capital structures may have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of the portfolio companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may be the most junior in what will typically be a complex capital structure, and thus subject to the greatest risk of loss. Hedging Risks. Silver Point may hedge some or all of the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' portfolios by taking long and short positions in related securities or through the use of futures, swaps and other derivative instruments, involving, among other things, securities, interest rates or currencies. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of such portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus seeking to moderate the decline in the portfolio position's value. Therefore, hedging transactions may prevent losses while limiting the opportunity for gain if the value of the portfolio position should increase. In the event of an imperfect correlation between a position in a hedging instrument and the portfolio position that it is intended to protect, the desired protection may not be obtained, and the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may be exposed to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs and risks, such as counterparty risk. Silver Point may determine in its sole discretion not to hedge against certain risks or may not anticipate certain risks and certain risks may exist that cannot be hedged. Leverage and Financing Risk. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may leverage their investments in order to enhance returns. Accordingly, the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' securities may be pledged in order to borrow additional funds for investment purposes. The Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investment return may be leveraged with options, short sales and other derivative instruments (including swaps). Financing arrangements to which the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds are or may be subject may contain financial covenants, including limitations on the level of financing that may be provided, asset coverage requirements, limitations on restricted payments (including distributions), minimum performance requirements, issuer and industry diversification requirements, and other limitations and covenants. Furthermore, the financing terms (including, without limitation, terms related to margin requirements) contained in each of the Flagship Fund's, the Distressed Opportunities Funds' and the Distressed Institutional Funds' prime brokerage arrangements may be changed by the relevant prime broker, subject to certain limitations. While leverage presents opportunities for increasing the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds would be magnified to the extent the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds are leveraged. The cumulative effect of the use of leverage by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds in a market that moves adversely to the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investments could result in a substantial loss to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds which would be greater than if the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds were not leveraged. In general, the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' anticipated use of short-term margin borrowings results in certain additional risks to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds. For example, should the securities pledged by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds to brokers to secure margin accounts decline in value, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds could be subject to a "margin call," pursuant to which the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' assets, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds might not be able to liquidate assets quickly enough to satisfy their margin requirements. None of the Flagship Funds will borrow money to acquire investments or satisfy obligations of the Flagship Funds in excess of two and one-half times the sum of (i) the net asset value of the Domestic Flagship Fund or the Master Flagship Fund (as applicable) and (ii) the aggregate amount of deferred management fees and incentive compensation (as applicable), if any, owed to Silver Point (each, as determined at the time of the borrowing); provided that the Flagship Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Without the approval of the applicable investor representative, the outstanding principal amount of the borrowings or guarantees (other than interim financing or any leverage incurred in connection with derivative activities) by the Distressed Opportunities Funds that are recourse to the Distressed Opportunities Funds will not, in the aggregate, exceed 15% of the aggregate commitments of the investors at any time; provided, that the Distressed Opportunities Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Without the approval of the advisory committee, the outstanding principal amount of the borrowings or guarantees (other than interim financing or any leverage incurred in connection with derivative activities) by the Distressed Institutional Funds that are recourse to the Distressed Institutional Funds will not, in the aggregate, exceed 20% of the aggregate commitments of the investors at any time; provided, that the Distressed Institutional Funds may exceed such limit with respect to borrowings incurred to facilitate short trading activity and hedging activity. Short Selling. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may sell securities short. Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' portfolios. A short sale of a security involves the risk of a theoretically unlimited loss from a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating any loss. Position Limits. In addition to the requirement that each Flagship Fund not invest more than an amount equal to 15% of its net asset value (determined at the time of investment) in any single portfolio company without the consent of a majority in interest of such Flagship Fund's investors, the Flagship Funds may be subject to "position limits" imposed by various regulators. Such position limits may limit the Flagship Funds' ability to effect desired trades. Position limits are the maximum amounts of net long or net short positions that any one person or entity may own or control in a particular financial instrument. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Flagship Funds do not intend to exceed applicable position limits, it is possible that different accounts managed by Silver Point and its affiliates may be aggregated. If at any time positions managed by Silver Point were to exceed applicable position limits, Silver Point would be required to liquidate positions to the extent necessary to come within those limits. Further, to avoid exceeding the position limits, the Flagship Funds might have to forego or modify certain of their contemplated trades. Without the approval of the applicable investor representative, the Distressed Opportunities Funds may not invest more than 30% of the aggregate commitments in issuers whose principal business operations are or were (in the case of a liquidating issuer) in a single industry, as determined by the Distressed Fund GPs by reference to the Global Industry Classification Standard. Without the approval of the advisory committee, the Distressed Institutional Funds may not invest more than (i) 20% of the aggregate commitments in the financial instruments of any individual issuer and (ii) 30% of the aggregate commitments in a single industry, as determined by the Distressed Fund GPs by reference to the Global Industry Classification Standard; provided, that the limitation in this clause (ii) shall not apply with respect to issuers that are determined by Silver Point to be liquidations. Risks of Options. A component of the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' investment programs may involve the purchase and sale of options. There are risks associated with the sale and purchase of call options and put options. The value of an option may change because of a change in the value of the underlying securities, the passage of time, changes in the market's perception as to the future price behavior of the underlying securities, interest rates, or any combination of the foregoing. In the case of the purchase of an option, the risk of loss of an option buyer's entire investment in the option (i.e., the premium paid and transaction charges) reflects the nature of an option as a wasting asset that may become worthless at its expiration. Where an option is written (or sold) uncovered, the option seller may be liable to pay substantial additional margin, and the risk of loss is theoretically unlimited, as the option seller will be obligated to deliver, or take delivery of, a security at a predetermined price, which may, upon the exercise of the option, be significantly different from its market value at the time the option was initially written (or sold). The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may purchase and sell exchange-traded options on individual securities, securities sectors and/or securities indices. There can be no guarantee that there will at all times be a liquid market for all options. A market could become unavailable if one or more exchanges were to stop trading options or it could become unavailable with respect to options on a particular underlying stock if the exchanges stopped trading options on that stock. In addition, a market could become temporarily unavailable if unusual events (e.g., volume exceeds clearing capability) were to interrupt normal exchange operations. If an options market were to become illiquid or otherwise unavailable, an option holder would be able to realize profits or limit losses only by exercising and an option seller or writer would remain obligated until the option is exercised or until the option expires. If trading is interrupted in an underlying stock, the trading of exchange-traded options on that stock is usually halted as well. Holders and writers of such options will then be unable to close out their positions until options trading resumes, and they may be faced with considerable losses if the stock reopens at a substantially different price. Even if options trading is halted, holders of options will generally be able to exercise them. However, if trading has also been halted in the underlying stock, option holders face the risk of exercising options without knowing the stock's current market value. If exercises do occur when trading of the underlying stock is halted, the party required to deliver the underlying stock may be unable to obtain it, which may necessitate a postponed settlement and/or the fixing of cash settlement prices. Highly Volatile Markets. The prices of commodities contracts and all derivative instruments, including options prices, can be highly volatile. Price movements of forward and other derivative contracts in which the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and financial instrument options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds also are subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses. Illiquidity and Credit Risk of Derivative Instruments. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may enter into transactions involving privately negotiated over-the-counter derivative instruments, including, without limitation, total-return, interest rate, non-U.S. currency and credit default swaps, over-the- counter options and forward contracts on securities, security indices and non-U.S. currency, and volatility and other swaps (each, a "Synthetic Asset"). There can be no assurance that a liquid secondary market will exist for any particular derivative instrument at any particular time. Although over-the-counter derivative instruments are designed to be tailored to meet particular financing needs and, therefore, typically provide more flexibility than exchange- traded products, the risk of illiquidity is also greater as these instruments can generally be terminated only by negotiation with the other party to the instrument. Over-the-counter derivative instruments, unlike exchange-traded instruments, are not guaranteed by an exchange or clearinghouse and thus may have greater credit risks. Other Derivative Instruments. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may effectuate a portion of their investment objective indirectly through Synthetic Assets including, without limitation, total return swaps and credit derivatives. Each Synthetic Asset that is a credit derivative or total return swap may reference one or more reference assets including leveraged loans, high yield bonds, second lien loans and other debt financings or securities (each, a "Reference Obligation"). Exposure to such Reference Obligations through Synthetic Assets presents risks in addition to those resulting from direct purchases of the securities or investments. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will have a contractual relationship only with a counterparty, and not with any issuer (each, a "Reference Entity") of a Reference Obligation unless an event of default occurs with respect to any such Reference Obligation, physical settlement applies and the counterparty delivers the Reference Obligation to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds. If the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds do not take delivery of the Reference Obligation, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds likely will have no right directly to enforce compliance by the Reference Entity with the terms of any such Reference Obligation and the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will not have any rights of set-off against the Reference Entity. In the event of the insolvency of the counterparty, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will be treated as general creditors of the counterparty, and will not have any claim of title with respect to the Reference Obligations. Consequently, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will be subject to the credit risk of the counterparty, as well as that of the Reference Entity. As a result, entering into Synthetic Assets subjects the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds to an additional degree of risk with respect to defaults by the counterparty as well as by the respective Reference Entities. While the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds expect that returns in connection with Synthetic Assets will reflect those of each related Reference Obligation, as a result of the terms of the individual Synthetic Asset instruments and the assumption of the credit risk of the counterparty, the Flagship Funds', the Distressed Opportunities Funds' and the Distressed Institutional Funds' Synthetic Assets will likely have a different expected return, a different (and potentially greater) probability of default and different expected loss and recovery characteristics following a default. In addition, entering into Synthetic Assets may also be done on a levered basis, which means that the returns in connection with an investment in a Synthetic Asset, whether positive or negative, may be higher than they would have been had the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds purchased the Reference Obligation directly. Synthetic Assets may be less liquid and not as transferable as other obligations and may be subject to more variability between their market value and actual sale price of the underlying Reference Obligation than other obligations. In addition, there is no assurance that a buyer will be available or a termination value will be immediately determinable if the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds decide to sell or terminate a Synthetic Asset. It is expected that the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds will not be able to transfer Synthetic Assets without the consent of the applicable counterparty. If the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds want to terminate their exposure to a Synthetic Asset and the counterparty objects, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may be obligated to continue to hold the Synthetic Asset. In addition, because the Synthetic Asset may not be liquid, it may be difficult to enter into an offsetting synthetic transaction at what Silver Point believes is the market price. To enter into a Synthetic Asset, the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds generally will enter into a form of ISDA Master Agreement. The ISDA Master Agreement has "events of default" and "termination events" and an unwind methodology that is applicable to both parties. If an "event of default" or "termination event" occurs with respect to either party, the non-defaulting or non-affected party will have a right to designate an "early termination date", and the party will use a standard valuation methodology as specified in the ISDA Master Agreement to determine the termination price for all the Synthetic Assets. Depending upon the market conditions when the early termination date is designated, the unwind price may be less than what Silver Point believes is a fair unwind price, particularly if the price is based upon third party quotations. For example, the credit markets have experienced a liquidity crisis, including the derivative markets on loans and leveraged finance instruments, which has made the sale and termination of derivative instruments difficult. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may take advantage of opportunities with respect to certain Synthetic Assets that are not presently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objective of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds and legally permissible. Special risks may apply to instruments that are invested in by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds in the future that cannot be determined at this time or until such instruments are developed or invested in by the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds. For example, risks with respect to credit derivatives may include determining whether an event will trigger payment under the contract and whether such payment will offset the loss or payment due under another instrument. In the past, buyers and sellers of credit derivatives have found that a trigger event in one contract may not match the trigger event in another contract, exposing the buyer or the seller to basis risk. Other Synthetic Assets may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Non-U.S. Currency. The Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds may enter into non-U.S. currency option and forward contracts for speculative, hedging or other investment purposes. Non-U.S. currency option contracts (the right to buy or sell the underlying non-U.S. currency at a specific price in a specific currency) involve risks similar to the risks involved in trading securities options. Non-U.S. currency forward contracts (agreements to exchange one currency for another at a future date) involve a risk of loss if currency exchange rates move against the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds, unless such contracts are hedges of non-U.S. currency risk of the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds in their investments. In addition, forward contracts are not guaranteed by an exchange or clearinghouse. Therefore, a default by the forward contract counterparty may result in a loss to the Flagship Funds, the Distressed Opportunities Funds and the Distressed Institutional Funds for the value of unrealized profits on the contract or for the difference between the value of their commitments, if any, for purchase or sale at the current currency exchange rate and the value of those commitments at the forward contract exchange rate. It is contemplated that most non-U.S. currency forward contracts will be with banks. There are no limitations on daily price moves of forward contracts. Banks are not required to continue to make markets in currencies. There have been periods during which certain banks have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the difference between the price at which the bank is prepared to buy and that at which it is prepared to sell). The imposition of credit controls by governmental authorities might limit the level of such forward trading to less than that which Silver Point would otherwise recommend, to the possible detriment of the Flagship Funds, the Distressed Opportunities Fund 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 Silver Point's advisory business or the integrity of Silver Point's management. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Broker-Dealer Registration Status Silver Point and its management persons are not registered as broker-dealers and do not have any application pending to register as a broker-dealer or registered representative of a broker- dealer.
Futures Commission Merchant, Commodity Pool Operator or Commodity Trading
Adviser Registration Status
Silver Point and its management persons are not registered as, and do not have any application to register as, a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.
Material Relationship or Arrangements with Industry Participants
Silver Point does not have any relationships or arrangements that are material to its advisory business or to its clients with related persons that are industry participants.
Material Conflicts of Interest Relating to Other Investment Advisers
Silver Point generally does not recommend or select other investment advisers for its clients; however, Silver Point has the right to cause its Funds to enter into joint venture arrangements or co-invest with third parties, if Silver Point determines that such an arrangement represents the best way to access a particular investment opportunity or otherwise expand the investment expertise available to the Funds. The Funds may be subject to various costs relating to such ventures, including additional performance-based or fixed asset-based fees or allocations payable to the promoters, managers, finders or sub-advisors of such ventures. Other Conflicts The Funds will be subject to a number of actual and potential conflicts of interest involving Silver Point and its affiliates, employees or partners, including the Funds, accounts or sub- accounts (collectively, the "Silver Point Group"), including, among other things, the fact that: (i) the Silver Point Group conducts substantial investment, administrative and other related activities for the accounts of clients or members of the Silver Point Group (such accounts or clients, including the Funds, "Silver Point Accounts") in which a particular Fund has no interest; (ii) the Silver Point Group may form a new fund or account that utilizes the same, similar or different strategies, objectives and policies as the Funds and such fund or account may have the same, similar or different fee terms than the Funds; (iii) the Silver Point Group advises other Silver Point Accounts, which may utilize the same, similar or different strategies, objectives and policies as a particular Fund, and may have financial incentives (including, without limitation, as it relates to the composition of investors in such funds and accounts or to the Silver Point Group's compensation arrangement) to favor certain Silver Point Accounts over such Fund; (iv) the Silver Point Group may use strategies similar, in whole or in part, to those of the Flagship Funds, the Specialty Credit Fund, the Distressed Opportunities Funds or the Distressed Institutional Funds in certain other Silver Point Accounts; (v) the Silver Point Group may give advice and recommend financial instruments to, or buy or sell financial instruments for, a Fund, which advice or financial instruments may differ from advice given to, or financial instruments recommended or bought or sold for, other Silver Point Accounts; and (vi) the Silver Point Group and other Silver Point Accounts may actively engage in transactions in the same financial instruments sought by a Fund and, therefore, may compete with such Fund for investment opportunities or hold positions potentially in conflict with positions maintained on behalf of such Fund. Due to restrictions imposed on the Silver Point Group in connection with the management of other Silver Point Accounts, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Silver Point Accounts will make investments in the same issuers and conflicts of interest (or perceived conflicts of interest) may arise in connection with such investments, including as a result of investing in different levels of an issuer's capital structure or otherwise in different classes of an issuer's financial instruments. Other Silver Point Accounts may make follow-on or other investments (including with respect to issuers in which a Fund has an investment) in which such Fund will not participate. These investments may create additional conflicts of interest among a Fund and such Silver Point Accounts. While these conflicts cannot be eliminated, the Silver Point Group endeavors to address, and has policies and procedures in place to review, manage and resolve, potential conflicts in a manner that is fair and equitable to each Fund and the other Silver Point Accounts. Conflict resolution may result in a Fund receiving less consideration than it may have otherwise received in the absence of such a conflict of interest. Where appropriate, Silver Point provides co-investment opportunities to investors and/or other third parties (including, without limitation, employees and partners of Silver Point). Silver Point is not obligated to offer any co-investment opportunities to investors and/or other third parties, and no investor or any other third party shall have any expectation or right to be offered any co-investment opportunities. Co-investment opportunities are made available through limited partnerships, limited liability companies or other entities formed to make such investments. Subject to Silver Point's allocation policy, Silver Point allocates the available investments among investors, Silver Point Accounts and/or any third party as Silver Point may, in its sole discretion, determine. Silver Point Accounts offer investment opportunities to co-investors after they have allocated as much as is appropriate for their investment programs and circumstances, as determined by Silver Point. The participation by one or more co-investors in an investment has the potential to present conflicts as a result of differing interests as between a Fund and such co-investors. In addition, a Fund's interest in an investment has the potential to be negatively impacted by the actions of a participating co-investor, including as a result of such co-investor's failure to fund any portion of its investment. Such co-investors may make co-investments on terms and conditions that are materially different from each other and the investment by such Fund, and these terms may be more or less favorable to such co-investors, including with respect to fees, expenses and other material terms. Some or all of the investors or other persons participating in a co-investment opportunity may be charged management fees, incentive compensation or other fees in connection therewith. Silver Point's partners and employees have co-invested and expect to continue to co-invest with the Flagship Funds in certain investments. It is expected that Silver Point's partners and employees will continue to invest or co-invest in certain opportunities identified by Silver Point. Conflicts of interest may arise with respect to such investment opportunities, including with respect to the allocation of such opportunities between the Flagship Funds and Silver Point's partners and/or employees, and with respect to potential conflicts arising from the nature of certain investments as more fully described herein. Allocations of investment opportunities available to the Flagship Funds and Silver Point's partners and employees are made on a basis providing priority to the Flagship Funds. The Specialty Credit Fund co-invests with other Funds (including the Select Opportunities Fund) or accounts managed by or for the benefit of Silver Point or its affiliates, including any vehicle formed by Silver Point or its affiliates whose principal purpose is to co-invest alongside the Specialty Credit Fund; provided that no such co-investment vehicle will be allocated all or part of any investment opportunity unless the Specialty Credit Fund has first received its appropriate share of such investment opportunity (if any), as determined by Silver Point. Following Conversion, the Specialty Credit Fund generally will be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the independent directors of the Specialty Credit Fund (the "Independent Directors") and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Specialty Credit Fund's outstanding voting securities is an affiliate of the Specialty Credit Fund for purposes of the 1940 Act, and the Specialty Credit Fund generally will be prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain "joint" transactions with certain of the Specialty Credit Fund's affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, the SEC. If a person acquires more than 25% of the Specialty Credit Fund's voting securities, the Specialty Credit Fund will be prohibited from buying or selling any security from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Specialty Credit Fund's ability to transact business with the Specialty Credit Fund's officers or directors or their affiliates. These prohibitions will affect the manner in which investment opportunities (including follow-on investments) are allocated between the Specialty Credit Fund and other funds managed by Silver Point or its affiliates. For example, the full investment opportunity could be allocated to the Specialty Credit Fund or to another Silver Point Account, as applicable, where otherwise such opportunity would have been allocated in a pro rata or other manner in accordance with the allocation policies of Silver Point. As a general matter, therefore, these restrictions may prohibit a Silver Point Account from effecting transactions (including restructurings) or participating in negotiations that might otherwise benefit such Silver Point Account if they involve simultaneous or related investments in, or in different parts of the capital structure of, the same issuer as that held by the Specialty Credit Fund, to the extent such investments constitute prohibited joint transactions under the 1940 Act. A Silver Point Account may seek to gain exposure to, or otherwise participate in, such transactions (including restructurings) by acquiring or disposing of financial instruments in which they might not otherwise desire to transact. Most importantly, the Specialty Credit Fund generally will be prohibited from co-investing with other Silver Point Accounts or affiliates in Silver Point-originated loans and financings unless the Specialty Credit Fund co-invests in accordance with the applicable regulatory guidance or has obtained an exemptive order from the SEC permitting such co-investment activities. Accordingly, while Silver Point intends to allocate suitable opportunities among the Specialty Credit Fund and other Silver Point Accounts or affiliates of Silver Point based on the Specialty Credit Fund's allocation principles, the prohibition on co-investing with affiliates could significantly limit the scope of investment opportunities available to the Specialty Credit Fund. In particular, the decision by Silver Point to allocate an opportunity to one or more Silver Point Accounts or to an affiliate, or the existence of a prior co-investment structure, might cause the Specialty Credit Fund to forgo an investment opportunity that it otherwise would have made. Similarly, the Specialty Credit Fund generally may be limited in its ability to invest in an issuer in which a Silver Point Account or affiliate had previously invested. The Specialty Credit Fund may in certain circumstances also be required to sell, transfer or otherwise reorganize assets in which the Specialty Credit Fund has invested with Silver Point Accounts or affiliates at times that the Specialty Credit Fund may not consider advantageous. There can be no assurances that the Specialty Credit Fund will be able to co-invest alongside Silver Point Accounts or affiliates, other than in the limited circumstances currently permitted by regulatory guidance. In the event that the Specialty Credit Fund is able to obtain an exemptive order from the SEC, the Specialty Credit Fund would only be permitted to co-invest alongside Silver Point Accounts or other affiliates in accordance with the terms and condition of the exemptive order. Silver Point's policies and procedures are intended to produce fairness over time, but may not, and are not expected to, produce mathematical precision in the allocation of individual purchases and sales of securities. The Specialty Credit Fund has entered into, and may in the future enter into one or more, financing arrangements with third-party lenders to bridge the limited partners' capital contributions, for other investment purposes or for purposes of paying Specialty Credit Fund expenses. The financings entered into by the Specialty Credit Fund have been, and future financings may be, secured by a pledge of the asset related to the borrowing under the financing arrangement or to one or more other assets of the Specialty Credit Fund, the limited partners' unfunded commitments or the Specialty Credit Fund GP's right to call capital from the partners. In addition, any such financing may be personally guaranteed by certain partners of Silver Point (in such capacity, the "Guarantors"), which may give rise to potential conflicts of interest. The Guarantors will not receive any compensation for providing, or relating to, such a personal guarantee. Silver Point may allocate any investment opportunities, in whole or in part, to the Select Opportunities Fund and other Funds or Silver Point Accounts, including third-party co- investors, strategic partners or other fund sponsors, including because Silver Point is incentivized to do so as a result of more favorable fee, expense and compensation structures. Generally, expenses incurred directly in connection with a particular investment of the Select Opportunities Fund, the Specialty Credit Fund and other Silver Point Accounts will be allocated among the Select Opportunities Fund, the Specialty Credit Fund and other Silver Point Accounts pro rata based upon capital invested in such investment; provided that expenses specifically attributable to the Select Opportunities Fund, the Specialty Credit Fund or any other Silver Point Account may be allocated to the Select Opportunities Fund, the Specialty Credit Fund or any such other Silver Point Account, as applicable. In addition, in order to facilitate an investment, the Funds may make (or commit to make) an investment with a view to selling a portion of such investment to co-investors or other persons prior to or within a brief period after making such investment. In such event, the Funds will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, the Funds may bear the entire amount of any break-up fee or other fees, costs, and expenses related to such investment, hold a larger portion than expected in such investment, or may realize lower than expected returns from such investment. The Funds will also bear the risk that any co- investors acquiring an interest in an investment after the closing of such investment may acquire such interest on terms that may not reflect the then-current value of such investment. The Funds may also borrow to fund the portion of an investment that it intends to sell to co- investors. If the prospective co-investors do not ultimately invest in such investment, the Funds will bear the interest and other expenses relating to any such borrowing or investment as well as any broken deal expenses. With respect to unconsummated investments that were intended to be allocated to the Select Opportunities Fund, expenses will be allocated among all Silver Point Accounts that would have participated in such investment based on the intended allocation of such investment. With respect to such unconsummated investments, allocation decisions will be made based on Silver Point's best judgment of which Fund or Funds would have ultimately been allocated the transaction or a portion thereof had the investment been consummated. This judgment is necessarily subjective, especially when a transaction is terminated particularly early on. Silver Point will allocate other expenses among the Select Opportunities Fund, the Specialty Credit Fund and other Silver Point Accounts in a fair and equitable manner taking into account such factors as it deems appropriate. While Silver Point and its investment personnel will generally devote to the Funds as much time as Silver Point deems necessary and appropriate to manage the business of the Funds, Silver Point and its investment personnel will have no obligation to devote any particular amount of time and attention to any particular Fund. The investment personnel of Silver Point (and the other service providers of the Funds) will continue to provide services to other Silver Point Accounts. Future activities of the Silver Point Group, including the establishment of other investment funds, may give rise to additional conflicts of interest. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
Code of Ethics
Silver Point 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, Silver Point has adopted a Code of Ethics (the "Code"). The Code incorporates the following general principles that all employees are expected to uphold:  employees must act in the best interests of the Funds;  employees must comply with all applicable laws, rules and regulations;  all personal securities transactions must be conducted in a manner consistent with the Code and 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; and  information concerning the identity of securities held by, and financial circumstances of, the Funds and their investors must be kept confidential. Clients may request to review the Code by contacting Silver Point at the address or telephone number listed on the first page of this document. Cross Trades/Principal Transactions Subject to applicable restrictions in Silver Point's written policies and procedures, Silver Point may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a "Cross Trade") for a variety of reasons, including, without limitation, tax, liquidity, leverage, rebalancing or other legal reasons. If Silver Point decides to engage in a Cross Trade, Silver Point will determine that the trade is in the best interests of each client involved, will take steps to ensure that the transaction is consistent with its fiduciary duties and will seek to obtain best execution for each of those clients. When effecting cross transactions between clients, Silver Point, its affiliates and its personnel may have cross ownership interests and will potentially have conflicting loyalties and responsibilities. To the extent that such transactions may be viewed as principal transactions due to the ownership interest in the client by Silver Point, its affiliates or its personnel, Silver Point will comply with the requirements of Section 206(3) of the Advisers Act. In no event will a Fund engage in a principal transaction except where (i) a Fund selects one or more unaffiliated persons to consider and approve or disapprove principal transactions, and such committee approves such transaction, or (ii) to the extent a Fund has independent third party directors, such directors consider and approve of such transaction.
Investing in Securities that Silver Point or a Related Person Recommends to Clients
The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Silver Point on a periodic basis, and it requires that employees pre-clear certain types of personal securities transactions. Subject to internal compliance policies and approval procedures, and to the extent consistent with Silver Point's fiduciary duties to the Funds, Silver Point, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of the Funds. Silver Point, its affiliates and its employees may give advice or take action for their own accounts that may differ from, or conflict with advice given or action taken for the Funds. These activities may affect the prices and availability of other securities or instruments held by or potentially considered for one or more Funds. Potential conflicts also may arise due to the fact that Silver Point and its personnel may have different levels of investments in the various Funds. Silver Point endeavors to monitor and resolve conflicts with respect to investment opportunities in a manner that it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described in Items 10 and 11 herein.
Conflicts of Interest Created by Contemporaneous Trading
Silver Point manages investments on behalf of a number of clients. Certain clients have investment programs that are similar to or overlap and may, therefore, participate with each other in investments. It is the policy of Silver Point to allocate investment opportunities among all clients fairly, in accordance with each client's applicable investment strategies, over a period of time. Silver Point will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any other client solely because Silver Point purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. It is expected that investment opportunities that are consistent with the investment strategies of two or more clients will be allocated among such clients in such proportion as the Silver Point Group may deem to be fair and equitable. Among other considerations, in keeping with principles of fiduciary responsibility, the Silver Point Group may consider the following factors: (i) a client's objectives (whether such objectives are considered solely in light of the specific investment under consideration or in the context of such client's overall holdings); (ii) the relative amounts of a client's capital available for new investments in the relevant strategy or asset class or based on other investment-related characteristics; (iii) the terms, structure and, availability of financing in respect of an investment; (iv) the diversification of a client's overall holdings; (v) the size, liquidity and anticipated duration of the proposed investment; (vi) the potential for imbalances in a client's portfolio; (vii) a client's diversification, leverage and other limitations; and (viii) tax or legal issues (including BDC and RIC requirements). Such considerations, among others, may result in allocations among such clients on a basis other than available capital. Such clients may invest in issuers in which other clients have pre-existing investments (including the same, similar or potentially conflicting financial instruments of such issuers) and the terms and structure of such pre- existing investments may differ from such client's investments (including in a manner that is more beneficial to the other clients). In determining how to allocate investment opportunities, Silver Point may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among a Fund and other Silver Point Accounts with differing fee, expense and compensation structures, the Silver Point Group may have an incentive to allocate investment opportunities to Silver Point Accounts from which Silver Point may derive, directly or indirectly, a higher fee or compensation. The existence of these varying circumstances may present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a particular Fund. Other Silver Point Accounts may invest in the same or different investments from those invested in by a particular Fund, and such other Silver Point Accounts may make investments at the same or different times and at the same or different prices than such Fund. Although other Silver Point Accounts may hold certain investments in common with a particular Fund, the trading strategy for such investments may differ materially, including that such Fund may engage in more short-term oriented purchase and sale opportunities. Other Silver Point Accounts may or may not participate in such short-term opportunities. As a result and due to numerous other differences in strategy, leverage, hedging and design, the performance across Silver Point Accounts will differ and may differ materially. please register to get more info

BROKERAGE PRACTICES
Factors Considered in Selecting or Recommending Broker-Dealers for Client
Transactions
As noted previously, Silver Point 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. With respect to the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds and SPCP Group VIII, portfolio transactions will be allocated to broker-dealers on the basis of best execution and in consideration of the provision of certain investment-related services (including research services) and/or payment of the costs of investment-related research, which Silver Point believes to be of benefit to the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds or SPCP Group VIII. Silver Point will use various brokers and dealers to execute, settle and clear securities transactions for the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds and SPCP Group VIII. Subject to best execution, in selecting broker-dealers (including a prime broker) Silver Point may consider, among other things, the overall cost of the transaction; the size and type of the transaction; the nature of the market for the financial instrument; execution capability, speed and efficiency; market intelligence regarding the transaction; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets; the broker-dealer's financial stability; the broker- dealer's reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for Silver Point; confidentiality considerations; the quality and usefulness of research services and investment ideas presented by the broker-dealer; the broker-dealer's willingness to correct errors; the broker-dealer's ability to accommodate any special execution or order handling requirements in connection with any particular transaction; and other factors deemed appropriate by Silver Point. Accordingly, if Silver Point concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the overall quality of services rendered by such broker or dealer (including, without limitation, the value of the brokerage and research products or services provided by such broker or dealer), the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds and SPCP Group VIII may pay commissions to or be subject to spreads applied by such broker-dealer in an amount greater than the amount another broker-dealer might charge or apply. Silver Point need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Silver Point reviews, on at least a quarterly basis, the quality of brokerage executions. Research and Other Soft Dollar Benefits Although Silver Point does not have any formal "soft dollar" arrangements, from time to time, Silver Point may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting the Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker- dealer. The use of "soft dollars", if any, generated by the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds or SPCP Group VIII to pay for research and research-related products or services, if any, will fall within the safe harbor created by Section 28(e) of the Exchange Act, and will be subject to prevailing interpretations of Section 28(e) by the SEC. Silver Point believes it is important to its investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research obtained with soft dollars generated by the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds or SPCP Group VIII may be used by Silver Point to service clients other than the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds or SPCP Group VIII, as applicable, including clients that may not have paid for the soft dollar benefits. Silver Point does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service provides both research and non-research assistance to the Flagship Funds, the Specialty Credit Fund, the Select Opportunities Fund, the Distressed Opportunities Funds, the Distressed Institutional Funds or SPCP Group VIII, Silver Point will make a reasonable allocation of the cost that may be paid for with soft dollars. If Silver Point uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Silver Point receives a benefit because it does not have to produce or pay for such products or services. Silver Point may have an incentive to select or recommend a broker-dealer based on Silver Point's interest in receiving research or other products or services, rather than on its clients' interest in receiving most favorable execution. Silver Point reviews, on at least a quarterly basis, its order execution practices, the quality of brokerage services (including research) and the costs associated with such services. In no case will Silver Point make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Brokerage for Client Referrals Neither Silver Point nor any related person receives referrals from any broker-dealer or third party to manage any investment fund or managed account. From time to time, representatives of Silver Point may speak at conferences and programs sponsored by a broker for investors interested in investing in hedge funds. Through such "capital introduction" events, prospective investors in the Funds may meet with Silver Point. Neither Silver Point nor the Funds compensate the brokers for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. The Funds may accept subscriptions from investors who also provide services to the Funds, including brokers and their affiliates. Relationships such as these could be viewed as creating a conflict of interest that potentially could affect Silver Point's ability to seek best execution. While Silver Point's relationship with brokers may influence it in deciding whether to use such broker in connection with brokerage, financing and other activities of the Funds, Silver Point will not commit to allocate a particular amount of brokerage to a broker in any situation. Furthermore, Silver Point conducts best execution reviews on at least a quarterly basis.
Directed Brokerage
Silver Point does not recommend, request or require that a client direct Silver Point to execute transactions through a specified broker-dealer.
Order Aggregation
To the extent permitted by applicable law, orders of clients may be combined with orders for other clients, and if any order is not filled at the same price, orders may be allocated on an average price basis. Each client that participates in an aggregated order should participate at the average price for all of the clients' transactions in that security at that time, with transaction costs shared pro rata based on each client's participation in the transaction. Silver Point will generally execute client transactions on an aggregated basis when it believes that to do so will allow it to obtain best execution or reduce transaction costs. When aggregating orders, the clients will be treated in a fair and equitable manner. Situations may occur where a client could be disadvantaged because of the investment activities conducted by Silver Point or its affiliates for other clients. To the extent permitted by applicable law and while not disadvantaging any clients, orders of clients may be combined with orders for investment funds, accounts or sub-accounts of members of the Silver Point Group. please register to get more info

REVIEW OF ACCOUNTS
Frequency and Nature of Review of Client Accounts
Silver Point, analysts, traders and the portfolio manager perform various daily, weekly, monthly, quarterly and periodic reviews of Fund positions. A review of a Fund account may also be triggered by any unusual activity or special circumstance.
Factors Prompting Review of Client Accounts Other than a Periodic Review
Silver Point provides audited financial statements to its clients within at least 120 days of the applicable Fund's fiscal year end.
Content and Frequency of Account Reports to Clients
Once a Fund starts making investments, investors in such Fund receive unaudited information at least quarterly regarding the performance of their Fund as well as other relevant information from time to time (which for the Flagship Funds currently includes, among other things, monthly investor letters and exposure reports). In addition, Silver Point issues tax reports and audited financial statements to investors on an annual basis. Investors may receive additional information (for example, in connection with due diligence requests), which is in addition to information provided in a Fund's regular reports to investors. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
Economic Benefits for Providing Services to Clients
Silver Point does not receive economic benefits from non-clients for providing investment advice and other advisory services to its clients.
Compensation to Non-Supervised Persons for Client Referrals
Neither Silver Point nor any related person directly or indirectly compensates any person who is not Silver Point's supervised person for client referrals. With respect to the Distressed Opportunities Funds, Silver Point has engaged a placement agent to solicit prospective investors for investment in such Fund, and such placement agent is entitled to receive compensation for its services. Silver Point may in the future engage and compensate placement agents to solicit prospective investors for other Funds. please register to get more info

CUSTODY
Silver Point is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account. Account statements related to the Funds are sent by qualified custodians to Silver Point. Fund investors receive annual audited financial statements prepared by independent public accountants. In addition, Fund investors receive account statements from a third party administrator, which for certain Funds includes custody reports and account statements. Silver Point is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). However, Silver Point is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it requires that each Fund be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and Silver Point requires that each Fund distribute its audited financial statements to all investors within at least 120 days of the end of its fiscal year. please register to get more info

INVESTMENT DISCRETION
Silver Point or an affiliate serves as the management company with discretionary trading authority for each Fund. Silver Point's investment decisions and advice with respect to each Fund are subject to each Fund's investment objectives and guidelines, as set forth in its offering documents. Silver Point or an affiliate of Silver Point entered into an investment management or similar agreement with each Fund, pursuant to which Silver Point or an affiliate of Silver Point was granted discretionary trading authority. please register to get more info

VOTING CLIENT SECURITIES
Silver Point has adopted proxy voting policies and procedures in compliance with Advisers Act Rule 206(4)-6. The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities (collectively, "Proxies") in a manner that will best serve the interests of the applicable Funds, as determined by Silver Point in its discretion on a case-by-case basis. In limited circumstances, Silver Point may refrain from voting Proxies where Silver Point believes that not voting would be in the best interests of the applicable Fund, taking into consideration various factors, including, but not limited to, the costs associated with exercising the Proxy, legal restrictions on trading relating to the exercise of the Proxy and whether Silver Point has sold the underlying securities since the record date of the Proxy. Generally, the Funds may not direct Silver Point's vote in a particular solicitation. Actual or perceived conflicts of interest may arise between the interests of the investing Funds on the one hand and Silver Point or its affiliates on the other hand. If Silver Point determines that an actual or perceived conflict may arise when voting Proxies pursuant to its proxy voting policies and procedures, Silver Point will evaluate the potential conflict and will determine how to proceed in accordance with its Proxy voting policies. The Funds may obtain a copy of Silver Point's Proxy voting policies and its Proxy voting record upon request. Class Actions Lawsuits As a fiduciary, Silver Point always seeks to act in its clients' best interests with good faith, loyalty, and due care. When Silver Point becomes aware that securities held in a client account have become the subject of a class action lawsuit, Silver Point will evaluate whether it is in the best interests of the client to participate in the class action. Silver Point generally credits any investment-related litigation recovery received for a Fund to current investors in that particular Fund. please register to get more info

FINANCIAL INFORMATION
Silver Point 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