ADVISORY BUSINESS
A. General Description of Advisory Firm. Centerbridge Partners, L.P., a Delaware limited partnership, commenced operations in 2006 with an office in New York, New York. Jeffrey H. Aronson and Mark T. Gallogly, through their control of Centerbridge Partners Holdings, LLC, the general partner of Centerbridge Partners, L.P., ultimately control Centerbridge. B. Description of Advisory Services. 1. Advisory Services Centerbridge, through affiliated investment advisory entities, serves as the management company with discretionary trading authority to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). In addition, Centerbridge, through its affiliate, Centerbridge Partners Europe, LLP, a U.K. limited liability partnership that is authorized and regulated by the Financial Conduct Authority of the United Kingdom (the “Sub- Advisor”), serves as sub-advisor with respect to the Funds. The Funds include: (a) Credit Partners Funds The “Credit Partners Funds” comprise Centerbridge Credit Partners, L.P., a Delaware limited partnership (the “Domestic Fund”), Centerbridge Credit Partners TE, L.P., a Delaware limited partnership for investment by U.S. tax-exempt investors (the “TE Fund”), and Centerbridge Credit Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Fund”), each of which invests through Centerbridge Credit Partners Master, L.P., a Cayman Islands exempted limited partnership (the “Credit Partners Master Fund”), and through various additional master funds (each, a “Master Fund” and, together with the Credit Partners Master Fund, the “Master Funds”). Centerbridge Credit Partners General Partner, L.P., a Delaware limited partnership, serves as the general partner of the Domestic Fund and the TE Fund. Centerbridge Credit Partners Offshore General Partner, L.P., a Delaware limited partnership, serves as the general partner of the Master Funds. An affiliate of Centerbridge, Centerbridge Credit Advisors, L.L.C., a Delaware limited liability company (the “Credit Advisor”), provides investment advisory services to the Credit Partners Funds. (b) Special Credit Funds The “Special Credit Funds” comprise Centerbridge Special Credit Partners, L.P., a Delaware limited partnership (“Special Credit I”), Centerbridge Special Credit Partners II, L.P., a Delaware limited partnership (“Special Credit II”), Centerbridge Special Credit Partners III, L.P., a Delaware limited partnership (“SC III”), and Centerbridge Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 2 Special Credit Partners III-Flex, L.P., a Delaware limited partnership1 (“SC III-Flex,” and together with SC III, “Special Credit III”). Centerbridge Special Credit Partners General Partner, L.P., a Delaware limited partnership, serves as the general partner of Special Credit I. Centerbridge Special Credit Partners General Partner II, L.P., a Delaware limited partnership, serves as the general partner of Special Credit II. Centerbridge Special Credit Partners General Partner III, L.P., a Delaware limited partnership, serves as the general partner of Special Credit III. Centerbridge Special Credit Advisors, L.L.C., a Delaware limited liability company, Centerbridge Special Credit Advisors II, L.L.C., a Delaware limited liability company, and Centerbridge Special Credit Advisors III, L.L.C., a Delaware limited liability company (together, the “Special Credit Advisors”), each an affiliate of Centerbridge, provide investment advisory services to Special Credit I, Special Credit II and Special Credit III, respectively. (c) Capital Partners Funds The “Capital Partners Funds” comprise Centerbridge Capital Partners, L.P., a Delaware limited partnership (“CCP I”), Centerbridge Capital Partners II, L.P., a Delaware limited partnership (“CCP II”), and Centerbridge Capital Partners III, L.P., a Delaware limited partnership (“CCP III”), and their related funds, including the following side-by-side (or “SBS”) co-investment vehicles through which Centerbridge professionals co-invest ratably alongside CCP I, CCP II and CCP III: Centerbridge Capital Partners SBS, L.P., Centerbridge Capital Partners SBS II, L.P. and Centerbridge Capital Partners SBS III, L.P. (collectively, the “Capital Partners SBS Co-Invest Vehicles”), respectively. Centerbridge Associates, L.P., a Delaware limited partnership, serves as the general partner of CCP I. Centerbridge Associates II, L.P., a Delaware limited partnership, serves as the general partner of CCP II. Centerbridge Associates III, L.P., a Delaware limited partnership, serves as the general partner of CCP III. Centerbridge Advisors, LLC, a Delaware limited liability company, Centerbridge Advisors II, LLC, a Delaware limited liability company, and Centerbridge Advisors III, LLC, a Delaware limited liability company (together, the “Capital Partners Advisors”), each an affiliate of Centerbridge, provide investment advisory services to CCP I, CCP II and CCP III, respectively. (d) Real Estate Fund The “Real Estate Funds” comprise Centerbridge Partners Real Estate Fund, L.P., a Delaware limited partnership (“CPREF”), and its related funds, including the following SBS co-investment vehicles through which Centerbridge professionals co-invest ratably alongside CPREF: Centerbridge Partners Real Estate Fund SBS, L.P. (together with the Capital Partners SBS Co-Invest Vehicles, the “SBS Co-Invest Vehicles”). Centerbridge Partners Real Estate Associates, L.P., a Delaware limited partnership, serves as the general partner of CPREF. An affiliate of Centerbridge, Centerbridge Partners Real Estate 1 SC III-Flex has not been activated at this time and commitments to it have not been drawn, and accordingly the investment period has not yet commenced. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 3 Advisors, LLC, a Delaware limited liability company (together with the Credit Advisor, the Special Credit Advisors and the Capital Partners Advisors, the “Advisors”), provides investment advisory services to CPREF. (e) Co-Invest Vehicles From time to time, Centerbridge offers co-investment opportunities, typically alongside the Capital Partners Funds. It is anticipated that Centerbridge also may offer co-investment opportunities alongside CPREF. In light of the nature of the Credit Funds’ (as defined below) investment programs, the Credit Funds’ investments do not, for the most part, lend themselves to offering investors the opportunity to co-invest alongside the Credit Funds; however, occasional co-investment opportunities arise. In certain circumstances, service providers to the Funds or their affiliates will be offered the opportunity to co-invest. Centerbridge applies its discretion when allocating such opportunities to Centerbridge’s investors (including investors in the Funds), company management, service providers, third-party investors and / or others, taking into account facts and circumstances such as the nature of the transaction, speed of execution required, tax considerations, familiarity with, capability and history of investing in the relevant discipline (e.g., private equity or credit) and industry, ability to provide strategic insights and other factors believed relevant. Centerbridge endeavors to keep itself informed regarding investor interest in co-investment by maintaining records of those investors who have expressed interest in co-investments. Centerbridge does not currently advise a committed limited partner fund co-investment vehicle, nor does Centerbridge guarantee co-investment rights to any limited partner. However, Centerbridge is not obligated to offer co-investments to all investors who have expressed an interest in pursuing them. Centerbridge has sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular investor and may allocate co-investment opportunities instead to investors in Funds that do not participate in the relevant investment or third parties. Centerbridge may receive fees and / or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and / or allocations borne by the Fund participating in the relevant investment. (f) General References herein to “Centerbridge” include the Advisors, the Sub-Advisor and the respective general partners of the Funds where applicable. As used herein, the term “client” generally refers to each of the Funds and their related investment vehicles. This Brochure generally includes information about Centerbridge 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. In particular, we note that inception dates, ramp-up periods, harvest dates Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 4 (if applicable) and other attributes of the Funds will vary by Fund and, therefore, certain elements of the discussion, including Item 8, may be more germane to certain Funds and not others. Accordingly, the discussion applies the term “may” (and similar terms) with respect to circumstances that may apply, which should be read as a reference to circumstances that have applied, apply at the present time or may apply in the future from time to time in relation to one or more of the Funds. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended (the “Securities Act”), 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 promulgated under the Securities Act, and “qualified purchasers,” as defined in the Investment Company Act of 1940, as amended, or, with respect to the Offshore Fund, must otherwise be non-U.S. persons. 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 the applicable Fund’s confidential private placement memorandum. 2. Investment Strategies and Types of Investments Centerbridge’s investment strategy with respect to the Credit Partners Funds and the Special Credit Funds (together, the “Credit Funds”) focuses on non-control distressed investments. Centerbridge’s investment strategy with respect to the Capital Partners Funds focuses on private equity and distressed-for-control investments. Centerbridge’s investment strategy with respect to CPREF focuses on real estate-related investments. 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 Centerbridge offers to clients, and investment strategies pursued and investments made by Centerbridge on behalf of its clients, should not be understood to limit in any way Centerbridge’s investment activities, including offering any advisory services, engaging in any investment strategy and making any investment, including any not described in this Brochure, that Centerbridge considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies Centerbridge pursues are speculative and entail substantial risks. Investors should be prepared to bear an entire loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 5 C. Availability of Customized Services for Individual Clients. Centerbridge’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as described in its offering documents and / or its governing documents. The investment decisions and advisory services are specific to each Fund, and are not customized to any investor. Centerbridge currently does not advise any managed accounts. D. Assets Under Management. Centerbridge manages approximately $27,644.8 million of capital as of December 31, 2018 on a discretionary basis.2

2 Amount reflects capital commitments of closed-ended funds and net asset value of open-ended funds, inclusive of subsequent month contributions. Excludes certain commitments that are not fee-bearing unless and until drawn and any co-investments. Centerbridge currently manages approximately $19,489.5 million of invested or currently investable capital as of December 31, 2018 on a discretionary basis. Such amount reflects (a) capital commitments of closed- ended funds in their investment period or commitment period, as applicable, or net asset value plus either (i) unfunded commitments (in the case of the Special Credit Funds) or (ii) available capital reserved for Follow- On Investments (in the case of Capital Partners Funds) if the closed-ended fund is in its harvest period and (b) net asset value for the Credit Partners Funds as of December 31, 2018, inclusive of subsequent month contributions. Such amount excludes certain commitments that are not fee-bearing unless and until drawn and any co-investments. The calculation of Regulatory Assets Under Management of $22,035.0 million, as expressed in the ADV Part 1 filed on March 31, 2019, applies a different, gross asset value-based methodology that results in a different figure. Other documents may require a different formulation or calculation. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 6 please register to get more info

FEES AND COMPENSATION
A. Advisory Fees and Compensation. The fees applicable to each Fund are set forth in detail in each Fund’s offering documents.3 A brief summary of such fees is provided below.
1. Credit Partners Funds
Management Fee Generally, the Credit Partners Funds pay Centerbridge a Management Fee quarterly in advance for investment management services for each fiscal quarter equal to 0.4375% (1.75% per annum) of the beginning net asset value of each capital account or each series of shares for such fiscal quarter. The Management Fees are paid by the Credit Partners Funds with respect to the capital under management of investors in such Funds (other than certain friends and family investors and other investors affiliated with Centerbridge as noted in the footnote below). Incentive Allocation Generally, at the end of each fiscal year, Centerbridge is entitled to an incentive allocation (the “Incentive Allocation”) in an amount equal to 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of securities held in the Credit Partners Funds’ portfolios and takes into account gains and losses with respect to realized or deemed realized Special Investments (i.e., side pockets) and other income from Special Investments) allocated to an investor’s capital account for such fiscal year (other than the net capital appreciation and net capital depreciation with respect to that portion of a capital account attributable to certain segregated assets, with respect to which Centerbridge is entitled to receive 20% of the profits pursuant to a distribution waterfall described in the offering documents of the

3 Generally, Centerbridge has the authority to waive, reduce or calculate differently any of the fees described herein, and, to date, Centerbridge has waived or reduced the Management Fee payable and Incentive Allocation / Carried Interest allocable with respect to certain friends and family investors invested in the Credit Partners Funds, the Capital Partners Funds and the Real Estate Fund. In addition, Centerbridge has waived the Management Fee payable and Incentive Allocation / Carried Interest allocable with respect to investments made by persons that are partners, members, officers and employees of Centerbridge at the time of such investment (and such waiver generally continues with respect to such investment after a person ceases to be associated with Centerbridge). We further note that, while instances of co-investment are infrequent and Centerbridge does not have any committed third-party co-investment vehicles, co-investors generally do not bear the fees described herein. In certain pre-determined circumstances, third-party limited partners of CPREF have received a reduced Management Fee rate, as described further in Footnote 5 below. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 7 Credit Partners Funds) after deducting the Management Fee attributable to such investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. In the event that a Credit Partners Fund is terminated or an investor withdraws other than at the end of a fiscal year, then, for purposes of determining the Incentive Allocation allocable in relation to such Fund or any Special Investment thereof at such time to Centerbridge, the net capital appreciation or net capital depreciation, as the case may be, will be determined as if such dates were the end of the fiscal year, subject to certain adjustments.
2. Special Credit Funds4
Management Fee The Special Credit Funds pay Centerbridge a Management Fee with respect to the capital under management of the investors in such Funds. With respect to a particular Special Credit Fund, such fees may be paid in advance for a particular period and in arrears for another period, as described below. In the case of the final management-fee period, Centerbridge will refund to the Special Credit Funds the amount paid in advance allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee will equal (i) during the investment period and for so long as management fees do not begin to accrue with respect to a successor fund, 1.50% per annum of, other than with respect to SC III-Flex, the aggregate capital commitments of the investors and, with respect to SC III-Flex, the lesser of (x) capital commitments called and (y) the cost basis of the portfolio investments then held by SC III-Flex, and (ii) thereafter, 1.25% per annum of the cost basis of the portfolio investments then held by the relevant Special Credit Fund. As more fully set forth in the governing documents of each of Special Credit I and Special Credit II, a formulaic portion of the Management Fee payable is instead invested on behalf of Centerbridge in investments made by such Special Credit Fund, although distributions to Centerbridge with respect to such amounts are limited to the amount of available profits with respect thereto. 4 As previously noted, SC III-Flex has not yet begun its investment period; until such time, it will not pay the fees described in this section. In addition, as of January 1, 2019, Centerbridge discontinued charging Management Fees to Special Credit I. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 8 Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Special Credit Funds pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Special Credit Funds.
3. Capital Partners Funds
Management Fee The Capital Partners Funds pay Centerbridge a Management Fee quarterly in advance. The Management Fees are paid by the Capital Partners Funds with respect to the capital under management of investors in such Funds (other than certain friends and family investors and other investors affiliated with Centerbridge as noted above). In the case of the final management-fee period, Centerbridge will refund to the Capital Partners Funds the amount allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee paid by CCP I to Centerbridge will equal a blended rate determined as follows: (i) 1.50% per annum of capital contributions with respect to portfolio investments that have not been disposed of (such amounts for all investors, the “Capital Under Management”), and (ii) 1.25% per annum of the amount by which Capital Under Management exceeds $2 billion. The Management Fee paid by each of CCP II and CCP III to Centerbridge will equal (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, 1.50% of the aggregate capital commitments of the investors in such Fund, and (ii) thereafter, 1.25% per annum of such Fund’s Capital Under Management. As more fully set forth in each of the Capital Partners Funds’ governing documents, a formulaic portion of the Management Fee payable is instead invested on behalf of Centerbridge in investments made by such Capital Partners Fund, although distributions to Centerbridge with respect to such amounts are limited to the amount of available profits with respect thereto. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from the Capital Partners Funds (other than with respect to certain friends and family investors and other investors affiliated with Centerbridge as noted above) pursuant and subject to the operation of a distribution waterfall described in the offering documents of the Capital Partners Funds. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 9
4. CPREF
Management Fee CPREF pays Centerbridge a Management Fee quarterly in advance. The Management Fees are paid by CPREF with respect to the capital under management of investors in CPREF (other than certain friends and family investors and other investors affiliated with Centerbridge). In the case of the final management-fee period, Centerbridge will refund to CPREF the amount allocable to the portion of the quarterly period which is subsequent to the end of such last management-fee period. The Management Fee will equal5 (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, 1.50% of the aggregate capital commitments of the investors, and (ii) thereafter, 1.25% per annum of CPREF’s capital under management. Carried Interest In addition, Centerbridge is entitled to receive 20% of the profits from CPREF (other than with respect to certain friends and family investors and other investors affiliated with Centerbridge as noted above) pursuant and subject to the operation of a distribution waterfall described in the offering documents of CPREF. B. Additional Fees and Expenses. The following sets forth various examples of the types of expenses that generally will be borne by a Fund or Funds, subject to the terms of such Fund’s governing documents: Each Fund will bear its own expenses, including, without limitation, investment-related expenses whether relating to investments that are consummated or unconsummated (e.g., brokerage commissions, due diligence costs, investment banking fees, sourcing or finder’s fees (which includes at times a management fee component and / or a performance-based component), interest and / or fees on margin accounts, credit facilities and other indebtedness, borrowing charges on securities sold short, custodial fees, clearing and settlement charges, hedging costs, interest expense and other investment- related expenses (e.g., meetings, entertainment, food, travel (including commercial and, in certain limited instances, privately arranged air travel) and lodging expenses)); research- 5 The Management Fee rate for a Limited Partner admitted to CPREF during the initial closing is decreased by 0.25% during the investment period. In addition, the Management Fee rate for a Limited Partner that is, as of the date of such Limited Partner’s commitment to CPREF, a limited partner in another Centerbridge fund then-investing (i.e., CCP III, SC III and / or a Credit Partners Fund), as determined by Centerbridge, is decreased by 0.25% during the investment period. These two decreases are cumulative to the extent they are both applicable to a single Limited Partner. In addition, Limited Partners with aggregate commitments exceeding a specified size threshold are charged a Management Fee rate of 1.00% per annum for the term of CPREF. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 10 related expenses (including, without limitation, news and quotation equipment and services); legal expenses; professional fees (including, without limitation, expenses of consultants (including, but not limited to, consulting fees for, and other amounts payable to, senior or special advisors, certain other advisors, operating partners and other similar professionals incurred by a Fund for the benefit of such Fund or such Fund’s investments or portfolio companies), valuation firms and other experts); the costs of organizing and maintaining any non-recourse financing alternative investment subsidiaries, financing subsidiaries, trading subsidiaries or any other entity used to acquire, hold or dispose of any investment or otherwise facilitate a Fund’s investment activities, including operating expenses, such as rent, allocable personnel costs and the costs, fees and expenses of developing, structuring, operating and winding up entities formed for investment-related purposes (e.g., in non-U.S. jurisdictions); the costs and expenses incurred in connection with borrowing arrangements and other indebtedness of such Fund and its subsidiaries, including, without limitation, the costs of establishing the borrowing arrangements and such other indebtedness; costs relating to swaps (and similar arrangements) entered into by such Fund; auditing and tax compliance expenses; accounting expenses; expenses incurred in connection with complying with provisions in agreements with investors (including “most favored nation” provisions); market data costs; costs of any third-party administrators and, in the case of Special Credit II and Special Credit III, in-house administration costs (as to which Centerbridge notes that the combination of third-party administration and in-house administration is reflective of the parallel control environment adopted by Centerbridge) including personnel (e.g., the allocable cash compensation cost of those involved in accounting, trading operations, tax compliance and reporting, investor services and fund-related IT development) and related overhead; fees and expenses of a Fund’s advisory committee or other governing body (including any legal expenses incurred thereby); expenses relating to the organization and conduct of investors’ meetings (including travel, lodging and meal expenses); fees, costs and expenses of representatives of a Fund in local jurisdictions necessary or advisable for regulatory, tax or other purposes; costs of printing and mailing reports and notices; organizational expenses, including, without limitation, out-of-pocket expenses incurred in connection with the relevant Fund’s legal and regulatory compliance with U.S. federal, state, local, non-U.S. or other law and regulation (e.g., a Fund’s beneficial ownership filings); insurance expenses, including, without limitation, a portion of the premiums for liability and other forms of insurance covering Centerbridge and its members, partners, directors, officers, employees and agents; Management Fees; board of directors’ fees; indemnification and / or litigation expenses; corporate licensing fees and other professional fees; bank service fees; withholding and transfer fees; trademarks; entity-level taxes or other taxes, fees or other governmental charges levied against a Fund; other expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of such Fund’s assets (directly or through financing alternative investment subsidiaries and / or trading subsidiaries); loan administration costs; and extraordinary expenses and other similar expenses related to such Fund. Certain expenses incurred by Centerbridge or its representatives are charged directly to portfolio companies in which the Funds have invested and accordingly would be indirectly borne by the Funds. While Centerbridge will, except as indicated in a Fund’s governing documents, be responsible for its own rent, utilities and salaries of its personnel, the costs and expenses Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 11 of its activities in connection with, on behalf of, or otherwise related to, a Fund will be borne by such Fund (and indirectly by its investors). From time to time, Centerbridge and / or multiple funds (or portfolio companies) managed by Centerbridge receive products or services from third parties, the costs and expenses of which are allocable (in whole or in part) between or among Centerbridge and / or such funds (or portfolio companies). The service providers, counterparties or their affiliates (including any administrators, lenders, brokers, attorneys, consultants and investment or commercial banking firms) and certain other advisors and agents of the Funds, Centerbridge or any of their affiliates may be investors in the Funds and / or sources of investment opportunities and co-investors or counterparties therein and also may provide goods or services to or have business, personal, political, financial or other relationships with Centerbridge, its portfolio companies and their affiliates and certain other advisors and agents. Certain employees of Centerbridge may have family members or relatives employed by certain advisors and other service providers. These and other relationships may influence, or have the appearance of influencing, Centerbridge in deciding whether to select such a service provider or have other relationships with Centerbridge. Among the ways Centerbridge seeks to mitigate such potential conflicts is to require periodic disclosure of such relationships and conduct ongoing monitoring, where possible in each case. When engaging service providers on behalf of itself and the Funds and as relationships with such service providers continue, Centerbridge applies business selection standards that are similar in nature to the “best execution” principles applicable to brokerage relationships, taking into account the nature of services sought and capabilities of such service provider in relation thereto, and also other characteristics of the service provider under consideration, such as the following: reputation, ethics and regulatory record; business standards; corporate governance, compliance and controls; technological capabilities and standards; references and relevant expertise; continuity considerations and historical experience with such service provider; and the actual or expected quality and timeliness of the services provided relative to the difficulty of the requested services and fees charged or proposed to be charged, with consideration to their competitiveness relative to other service providers, if any, that Centerbridge considers to be comparable. It should be noted that relevant comparisons may not be available for a number of reasons, including, without limitation, as a result of a lack of substantial market of providers or users of such services or confidential and / or bespoke nature of such services. From time to time, multiple service providers with overlapping capabilities may be engaged in order to provide what Centerbridge considers to be the appropriate level of attention to a particular need. Various approaches may apply to the services performed for a given entity or entities (depending on applicable facts or circumstances) and to the pricing methodologies for such services, affecting the actual cost of such services, Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 12 including, but not limited to, hourly rates, fixed fees, performance-based fees, contingency fees and other arrangements. The same service provider may act for the Firm and its affiliates, and also for the Funds, on various matters, with various approaches to fees that are a function of the specific mandate. From time to time, discounts may apply (including those that are task- or transaction-based, or that reflect a “broken deal” or otherwise unfinished mandate). Centerbridge does not condone seeking discounts from service providers for services for Centerbridge in exchange for mandates for the Funds or portfolio companies, nor does Centerbridge condone seeking discounts in a manner that would involve less favorable treatment for the Funds relative to Centerbridge. While rare, in circumstances that involve the provision of goods or services by a service provider affiliated with Centerbridge or a particular Fund or portfolio company to another person affiliated with Centerbridge, a particular Fund or another portfolio company, or services performed for multiple Funds or portfolio companies by a single, unaffiliated service provider, various additional considerations often apply, resulting in conflicts analysis and other measures intended to reduce, monitor and mitigate conflicts, and disclosures and other measures as are required by the governing documents of the Funds and the requirements of the U.S. Investment Advisers Act of 1940, as amended (“Advisers Act”). Please also refer to Item 11. As noted in Item 6, in the case of Special Credit II and Special Credit III, in-house administration costs also are allocable to such funds. From time to time, Centerbridge, the Funds or portfolio companies may receive products or services from third parties, the costs and expenses of which are allocable (in whole or in part) between or among Centerbridge, the Funds and / or the portfolio companies. Centerbridge allocates expenses among parties in the manner prescribed by the applicable governing documents for such funds, and in cases where costs and expenses are properly allocable between or among multiple parties, the allocation would be done in a manner that Centerbridge considers to be fair and equitable, taking into account factors such as the actual or estimated relative benefits to each applicable party of the expense-generating item (which typically would include consideration of the funds’ relative position sizes in an expense-generating investment). A conflict of interest could arise in Centerbridge’s determination of whether certain costs or expenses that are incurred in connection with the operation of a Fund meet the definition of partnership operational expenses for which such Fund is responsible, or whether such expenses should be borne by Centerbridge. The Funds will be reliant on the determinations of Centerbridge in this regard. From time to time, it is possible that subsequent review of allocations could result in an identification of expenses that should have been allocated in a different manner, in which case measures would be undertaken to correct such circumstance, which might include a reversal of the original expense allocations, if possible, or such other equitable adjustment believed by Centerbridge to be the most appropriate corrective measure. There can be no assurance that allocation errors will not arise or that corrective measures will be possible in all circumstances. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 13 Within a Fund, while Centerbridge has the authority to make special allocations, expenses relating to a particular investment made by the Fund would generally be borne by investors participating therein, while other expenses, unrelated to a specific investment actually made by the Fund, would generally be borne by all investors on a pro rata basis. Accordingly, broken-deal expenses borne by a Fund, unrelated to an actual investment already held by such Fund, would generally be allocated to all investors in such Fund at the time such expense was incurred. For example, in the case of the Credit Partners Funds, expenses associated with transactions that are not consummated (including with respect to any transaction that potentially might have been determined to be a Special Investment had it been consummated) are allocated to the general portfolios of such Funds. In the event break-up or topping fees are paid to Centerbridge in connection with a transaction that is not ultimately consummated, co-investment vehicles that invest alongside the Capital Partners Funds, CPREF or other Funds generally will not be allocated any share of such break-up or topping fees; similarly, non-committed co-investors or co- investment vehicles generally do not bear broken-deal expenses for unconsummated transactions in which they would have participated if the relevant transaction had been consummated (the SBS Co-Invest Vehicles are committed co-investment vehicles for Centerbridge personnel and participate in all investments made by the applicable Capital Partners Fund and / or CPREF, as applicable, and as such would bear their pro rata portion of any such expenses). Centerbridge endeavors to accrue for all estimated fees and / or expenses in accordance with U.S. GAAP; however, receipt of actual invoices from vendors or service providers for fees and / or expenses often lags the period in which services were performed for the Funds and actual amounts may differ from estimates such that an investor bears a different portion of such fee and / or expense than would have been the case if the fee and / or expense were accrued contemporaneously with the invoice. C. Other Fees; Impact on Management Fee. Centerbridge or its affiliates have on occasion received and expect in the future on occasion to receive compensation in connection with financial transactions structured by Centerbridge or its affiliates (which does not include fees received by portfolio companies) in which the Funds invest, which compensation reduces all or a portion of the Management Fees paid by the Funds. In the event Centerbridge does not charge a Management Fee to a Fund or other person, Centerbridge will be entitled to retain the portion of such compensation allocable to such Fund or other person, except as otherwise provided in the applicable Fund’s governing documents. Compensation that results in a reduction in the Management Fee includes, for example, break-up and topping fees, monitoring and directors’ fees, organization fees, set-up fees, consulting fees, management fees, closing and transaction fees and other similar fees. The Funds’ governing documents do not require an offset in the case of consultants who provide services to portfolio companies or, as a general matter, where an employee of Centerbridge serves in a bona fide management capacity at a portfolio company or, in the case of the Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 14 Real Estate Fund, fees for property management services. The extent of the offset (whether full or partial), the timing of offsets and the types of compensation resulting in such an offset, is specified in the governing documents of the applicable Fund. Centerbridge endeavors to apply offsets in the same accounting period in which such offset amount was received; however, it is not uncommon that such offset occurs in an accounting period subsequent to the period in which such fee was paid or earned. Centerbridge and its personnel can be expected to receive certain intangible and / or other benefits and / or perquisites arising or resulting from its or their activities on behalf of the Funds which will not be subject to Management Fee offset or otherwise shared with the Funds. For example, credit cards used to incur Fund expenses, hotel chains or other merchants may provide for “points,” or other “rewards” and airline travel may result in “miles” or credit in loyalty / status programs, and in each case such benefits and / or amounts will, whether or not de minimis or difficult to value, inure exclusively to Centerbridge and / or such personnel (and not the Funds, investors in the Funds or portfolio companies) even though the cost of the underlying service is borne by the Funds and / or portfolio companies. Centerbridge endeavors to deploy points, miles or similar rewards accrued by it, where possible, in a manner that facilitates its ability to execute on Centerbridge’s business overall, including its responsibilities to the Funds, which includes defraying expenses that are not in and of themselves Fund expenses. Centerbridge engages and retains senior advisors and other similar consulting professionals who are not employees or affiliates of Centerbridge and who may, from time to time, receive payments from, or allocations with respect to, portfolio companies (as well as from Centerbridge or one or more Funds), or otherwise co-invest in a particular portfolio company or have an interest in a Fund. Any such payments or allocations to such consultants will not be deemed paid to or received by Centerbridge and such amounts will not be subject to the offset provisions described above, even if they have the effect of reducing any retainers or minimum amounts otherwise payable by Centerbridge. The nature of the relationship with each of the senior advisors and / or other similar consulting professionals and the amount of time devoted or required to be devoted by them varies considerably. In certain cases, they provide Centerbridge with industry- specific insights, assist in transaction due diligence, or make introductions to and provide reference checks on management teams. In other cases, they may take on more extensive roles and serve as executives or directors on the boards of portfolio companies or contribute to the origination of new investment opportunities. In certain instances, Centerbridge may have formal arrangements with these senior advisors and other consultants and / or other professionals, and in other cases the relationships may be more informal. They may either be compensated (including pursuant to retainers and expense reimbursement) from Centerbridge, a Fund and / or portfolio companies or otherwise uncompensated unless and until an engagement with a portfolio company develops. Any such compensation can take the form of a management fee and / or profits allocation (whether paid directly to such individuals and / or to an affiliated entity controlled by such individuals), which may be calculated as a percentage of assets under management and / or a waterfall similar to a carried interest, respectively. In certain cases, the nature of the services performed by such Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 15 persons may warrant their presence from time to time or on some periodic basis at Centerbridge’s offices and involvement in meetings at or with Centerbridge, and may benefit from the ability to utilize certain aspects of Centerbridge’s technology and the ability to present themselves as service providers to Centerbridge and / or its portfolio companies. Such persons may assist Centerbridge in a range of activities consistent with their skills and experience and may serve as directors for Centerbridge’s portfolio companies, activities that could comprise a significant portion of such persons’ overall business activity. Certain similar features can apply to other service provider arrangements. Centerbridge makes determinations to apply certain of its policies to certain of such persons for legal and regulatory purposes. The foregoing relationships are third-party service arrangements with persons who are not considered employees of Centerbridge or its portfolio companies, although elements of such arrangements may have some overlap with characteristics applicable to employees. The terms of these consulting arrangements do not require the services of such consultants for the duration of a specific Fund or investment. Similarly, certain strategic co-investors who in certain instances are also investors of one or more Funds, in their capacity as a strategic co-investor, would be entitled to certain information or have other rights, including the right to receive fees (e.g., if such strategic co-investor serves as a member of the board of directors of the relevant portfolio company), not generally provided to investors in the Funds or other co-investors (who may or may not be investors of the Funds). It is expected that any such fees paid to a strategic co-investor generally would not be allocated to the Fund or Centerbridge and would not offset any management fees. Additionally, under the terms of the partnership agreements of certain Funds, it is contemplated that Centerbridge personnel, who may be members of Centerbridge’s portfolio operations group, may provide services to the portfolio companies of such Fund, and any payments made by such portfolio companies to Centerbridge for reimbursement of the internal compensation costs for time spent on such portfolio companies will not result in an offset to the Management Fees payable by limited partners in such Funds. As a result, Centerbridge may be incentivized to cause members of the portfolio operations group to spend more time on the portfolio companies of the Funds that provide for reimbursement in such manner. On the other hand, there can be no assurance that members of the portfolio operations group will be able to provide their services to portfolio companies and / or that any individuals within the portfolio operations group will remain employed by Centerbridge through the term of any Fund. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 16 please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Centerbridge currently accepts performance-based compensation from every client (other than co-investments made in parallel with one or more Funds, including (i) employee co-investment vehicles and (ii) investment-specific co-investments), and as described in Item 5, the percentage amounts upon which such compensation is calculated, the timing of the calculation of such compensation and the use of unrealized gains in such calculation differ among clients. In addition, the allocable expenses borne by each of the Funds are as provided by the governing documents of such Funds, which vary by Fund (including, for example, in relation to in-house administration personnel costs, which, in the case of Special Credit II and Special Credit III, are allocable to only such Funds). As a result of such factors, Centerbridge has a potential incentive to allocate limited investment opportunities to, or make other determinations that take into account, the clients from whom the greatest performance-based compensation could be earned or to make riskier or more speculative investments. In addition, certain Centerbridge personnel participate in Centerbridge’s performance-based compensation with respect to one or more Funds (and / or the percentage interest held by a particular personnel member may be greater as a function of a particular Fund or strategy) and accordingly have a potential incentive to make valuation and allocation decisions based on such participation. Such conflicts also could affect the manner in which Centerbridge determines the responsibilities of its personnel performing administrative functions. Centerbridge’s Conflicts of Interest Policy and its Valuation Policy, which are available to investors and prospective investors as described in Item 8, address these and other conflicts of interest, including topics discussed in this Item 6, and in Items 10 and 11. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 17 please register to get more info

TYPES OF CLIENTS
Centerbridge provides investment advice to pooled investment vehicles, such as the Funds, as described above. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 18 please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Centerbridge has excerpted information from the confidential private placement memoranda for the Funds and the reader is strongly encouraged to read the entire confidential private placement memorandum of the applicable Fund or Funds, a copy of which, in the case of a specific Fund or Funds being offered, has been provided with this Brochure. A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that Centerbridge offers to clients, and investment strategies pursued and investments made by Centerbridge on behalf of its clients, should not be understood to limit in any way Centerbridge’s investment activities, including offering any advisory services, engaging in any investment strategy and making any investment, including any not described in this Brochure, that Centerbridge considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies Centerbridge pursues are speculative and entail substantial risks. Investors should be prepared to bear an entire loss of capital. There can be no assurance that the investment objectives of any client will be achieved.
1. Credit Funds
The Credit Funds employ a two-pronged analytical approach to distressed investing which combines elements of traditional value investing (assessing the long-term intrinsic value of an investment in relation to its market price and focusing on those situations where value and price materially diverge) together with event and legal analysis (such as analysis of out-of-court restructuring transactions and reorganizations under Chapter 11 of the U.S. Bankruptcy Code and the bankruptcy or insolvency laws of other jurisdictions). Through such analysis, Centerbridge seeks to consistently assess the risks of each investment and the Credit Funds’ portfolios as a whole – in particular, the risk of a permanent loss of capital as opposed to mark-to-market price fluctuations – with a view toward generating superior risk-adjusted returns. The investment strategy revolves around a disciplined credit research process and is based on the belief that a thorough understanding of a company and its industry is essential to generating positive absolute returns. Centerbridge expects to apply its substantial experience in analyzing and assessing a company’s valuation, capital structure, financial performance and underlying industry dynamics in order to capitalize on market imbalances, event-driven situations and other mispriced opportunities. Such investments might include issuers who are the subject of corporate reorganizations, restructurings, liquidity crises, mergers, spin-offs, leveraged buyouts or credit rating changes or other situations when the market may be mispricing an asset’s intrinsic value. The Credit Funds seek to minimize downside risk and protect principal by performing intensive credit research and actively monitoring the risk of each investment. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 19 In general, with respect to investments in restructuring transactions, the Credit Funds focus on senior or secured debt instruments issued by North American and European domiciled companies (with a focus on the U.S.) in light of the downside protection inherent in such instruments and their superior legal rights in a Chapter 11 or similar statutory reorganization contexts. The Credit Funds also invest in areas outside North America, in Europe, in particular. In pursuit of their investment objective, the Credit Partners Funds have authority to use leverage and the Special Credit Funds have limited authority to do so on a non-recourse, asset-level basis. Among the ways the Credit Funds seek to manage potential downside risk is the use of hedging techniques, such as interest rate, currency or other forms of hedging through options, forwards, derivative contracts (including credit default swaps with one or more reference assets) or other instruments.
2. Capital Partners Funds
The Capital Partners Funds seek to opportunistically make primarily (i) private equity investments using Centerbridge’s experience in a targeted range of industry verticals and (ii) distressed investments with the primary purpose of obtaining influence over or control of financially troubled companies. Centerbridge’s investment team has extensive experience investing domestically and abroad, and Centerbridge focuses the Capital Partners Funds’ investment activities principally in North America and Europe but from time to time pursues opportunities in other geographies. Centerbridge’s ability to bridge private equity and distressed investment strategies provides the Capital Partners Funds with considerable flexibility to adapt to different market conditions. Centerbridge believes that this complementary approach has several competitive advantages, including: (i) a flexible investment approach; (ii) a reduced need to “time” the market, as the strategies generally are countercyclical; (iii) expanded sources of deal flow; (iv) enhanced industry relationships and insights; and (v) broadened due diligence, investment execution and value creation skill sets. Centerbridge’s restructuring experience informs a general preference for conservative leverage, particularly in the case of businesses emerging from bankruptcy proceedings. Private Equity Transaction Structures. In private equity transactions, Centerbridge seeks to employ a variety of structures (including leveraged buyouts, recapitalizations, turnarounds, corporate buildups and growth opportunities) as well as forms (including common stock, preferred equity or debt of portfolio companies). In these transactions, Centerbridge seeks to invest opportunistically, employing rigorous analysis coupled with a value orientation across a broad range of targeted industry verticals, and approaches each investment with a defined thesis and a plan to add value to the business. In addition to controlling positions, Centerbridge seeks corporate partnerships where companies are in need of capital and are looking for sponsorship from a sophisticated equity owner. Centerbridge aims to identify opportunities where companies can effectively utilize capital to finance value added expansion initiatives, including mergers and acquisitions and deleveraging opportunities. Centerbridge is flexible in its Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 20 approach to corporate partnerships and makes minority investments with appropriate governance protection. Distressed Transaction Structures. In distressed for influence or control transaction structures, Centerbridge invests through various distressed or defaulted debt instruments, including loans, publicly and privately traded bonds, including high yield bonds and “fallen angels,” trade claims, direct capital investments and other privately or publicly held instruments and claims. Specifically, it seeks to position the Capital Partners Funds to acquire material stakes in debt instruments or claims, including control or “blocking” positions in certain classes of debt, in an effort to acquire control of, or an influential equity stake in, the targeted business. This may result in the Capital Partners Funds receiving, in exchange for their holdings, cash, new debt or equity securities or a significant equity stake in, or outright control of, a reorganized company. In effectuating restructuring transactions, the Capital Partners Funds sometimes serve on official or unofficial creditors’ committees to implement their strategy or act unilaterally in certain circumstances. In addition, the Capital Partners Funds act occasionally as a lender to distressed companies through syndicated or bilateral credit facilities, including “rescue financings” and debtor-in-possession loans extended in the context of a Chapter 11 reorganization or equivalent protections under the laws of other jurisdictions. In implementing its distressed for influence or control strategy for the Capital Partners Funds, Centerbridge uses its core distressed trading capabilities – resources and abilities that Centerbridge believes very few private equity investors possess. When the market presents the opportunity, Centerbridge often acquires substantial debt positions with the goal of leading a restructuring transaction whereby it will ultimately be able to gain control of, or acquire an influential equity stake in, the restructured company. These situations may result in a reorganization as originally anticipated, or, depending on certain factors, including sufficiently improved business performance or receptive capital markets that allow for refinancing, a restructuring may not transpire or may be sponsored at a valuation above that which Centerbridge believes is attractive. In these scenarios, Centerbridge may seek to exit its position, often at a profit, and recycle that capital into more attractive private equity or distressed opportunities.
3. CPREF
CPREF continues Centerbridge’s historical approach to real estate investing by seeking investments throughout the capital structure where Centerbridge identifies and believes it has the opportunity to create or capture value across three types of real estate transactions: Corporate Platforms, Loans and Securities and Direct Assets. CPREF employs Centerbridge’s value-oriented approach with an emphasis on downside protection and invest when it believes the market price of the company, instrument or asset is meaningfully below the intrinsic value of its underlying real estate. Corporate Platforms. Centerbridge invests in Corporate Platforms where it can own or control a high-quality real estate company at what it believes to be a Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 21 meaningful discount to the intrinsic value of such company’s assets or where Centerbridge believes its basis compares favorably to its expectations for the company’s future earnings prospects. Centerbridge invests in Corporate Platforms when it sees the opportunity to improve operations and / or management (bringing to bear the skills of the Centerbridge’s portfolio operations team), benefit from the existing management team’s deep experience, accretively invest additional capital into capex or add-on acquisitions, improve the company’s capital structure (e.g., amount, cost, duration and / or covenants of financing) and / or expand the company’s market position in a fragmented asset class. Centerbridge is flexible in its approach to taking ownership or control of Corporate Platforms, as there are multiple paths to making what may become a Corporate Platform investment. While an investment in the equity of a solvent company is a common way to do this, an investment in the debt of a financially distressed company could also result in a control / ownership position if that debt ultimately converts to equity. Loans and Securities. Centerbridge invests in Loans and Securities, including corporate credit (e.g., secured, unsecured, term loans and revolvers), preferred / common equities, derivatives, hybrid securities and commercial mortgage-backed securities, when it can acquire a position at a meaningful discount to its intrinsic value and / or where it believes that it can create or capture value in a special situation by influencing or controlling a workout or reorganization by leveraging Centerbridge’s deep experience in restructuring. Direct Assets. Centerbridge makes Direct Asset investments when it believes that it can invest in a property or portfolio of properties in a market with highly favorable supply / demand dynamics at a meaningful discount to its intrinsic value and replacement cost and may collaborate with local operating partners to seek to drive value creation. Centerbridge seeks to acquire transitional assets within high barrier-to-entry markets when it sees an opportunity either to reposition assets to optimize performance and value or where the investment presents attractive optionality with multiple potential ways to achieve the investment’s potential. Centerbridge seeks to make Direct Asset investments where it believes that the complexity of the asset’s operations, capital structure or ownership structure masks the real estate’s true value. The real estate team seeks to improve a property, oftentimes in partnership with highly experienced local operating partners, through targeted capital expenditures or by implementing operational improvements. B. Material, Significant or Unusual Risks Relating to Investment Strategies. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in one or more of the Funds. These risk factors include only those risks Centerbridge believes to be material, significant or unusual and that relate to particular significant investment strategies or methods of analysis employed by Centerbridge. In addition to those risks relating to the Funds’ strategies and investments that are specifically discussed in this Item 8, Centerbridge has included a non-exhaustive Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 22 discussion of other risks that Centerbridge believes may affect such strategies and investments. Centerbridge also makes additional risk- and conflict-related disclosures in the Confidential Private Placement Memoranda of the Funds, and makes various other documents available to investors and prospective investors that bear on various risks and conflicts associated with an investment in the Funds, including its Code of Ethics, Proxy Voting Policy, Conflicts of Interest Policy (which includes a discussion of allocations) and Valuation Policy, as noted elsewhere in this Brochure. Broad Investment Mandate. An investor in a Fund must rely upon Centerbridge’s ability to identify, structure and implement investments consistent with such Fund’s overall investment objectives and policies at such times as it determines. There are few material limitations on the instruments, markets or countries in which the Funds may invest or the specific investment strategies that may be employed on behalf of the Funds. While a Fund’s primary investment objective may focus on (i) control and control- oriented investments, (ii) non-control and non-control-oriented, or (iii) real estate-related investments, each Fund is permitted to make control, control-oriented, non-control and non-control-oriented investments, including real estate-related investments. Additionally, the Funds will be permitted to invest (and may actually invest) in any number of companies operating in a wide range of industries or activities. Investors generally have no assurance as to the degree of diversification of the investments, either by issuer, strategy, asset type, security, geographic region, sector or location in the capital structures of the issuers in which the Funds invest; this applies even within the context of the broad real estate-related investment program of CPREF. There is no requirement that a Fund maintain a specific balance between private equity and distressed and structured transaction investments at any point in time and there are limited formal diversification and other portfolio construction requirements to which the Funds are subject, as set forth in each Fund’s governing documents. Portfolio Concentration. The number of investments in which a Fund is invested is, at times, limited, including, for example during ramp-up or harvest periods. Investors in a Fund generally have no assurance as to the degree of diversification of such Fund’s investments, either by issuer, strategy, asset type, security, geographic region, sector or location in the capital structures of the issuers in which a Fund invests. To the extent a Fund concentrates investments in a particular issuer, strategy, asset type, security, location in the capital structure, geographic region or sector, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. As a consequence, the aggregate return of such Fund would be adversely affected by the unfavorable performance of one or a small number of investments. At points in time, each Fund’s portfolio will be concentrated – whether by issuer, strategy, asset type, geographic region, sector, location in the capital structures of the issuers in which it invests or other measures. For example, during the initial phase of a Fund’s capital commitment period, such Fund may acquire portfolio positions in quantities based on its anticipated Fund assets under management in the future. Consequently, the Fund may hold more concentrated positions than it otherwise would if and when the Fund reaches its target level of assets under management and the Fund’s returns may be Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 23 adversely affected by the unfavorable performance of one or a small number of such Fund’s investments. Concentration also may exist at other times during or after such Fund’s capital commitment period, including as such Fund ramps up and later as the harvest period progresses. There are no assurances that all of the Funds’ investments will perform well or even return capital. Therefore, if certain investments of a Fund perform unfavorably, for such Fund to achieve above-average returns, one or a few of its investments must perform very well. There are no assurances that this will be the case. Competition for Investments. The activity of identifying, completing and realizing on attractive private equity, distressed, real estate and other similar investments is highly competitive and involves a high degree of uncertainty. The Funds expect to encounter competition from other entities having similar investment objectives and others pursuing the same or similar opportunities. Potential competitors include other investment partnerships and corporations, business development companies, strategic industry acquirers, real estate investment vehicles, as well as individuals, publicly traded real estate investment trusts as defined within the meaning of section 7704 of the Internal Revenue Code of 1986, as amended (“REITs”), financial institutions (such as mortgage banks), sovereign wealth funds, private investment funds and other institutional investors investing directly or through affiliates. Further, over the past several years, an ever-increasing number of private equity, distressed debt, real estate investment funds and publicly traded REITs have been formed (and many such existing funds have grown in size). Additional funds with similar investment objectives can be expected to be formed in the future by other unrelated parties. Additionally, competition for investment opportunities from other investment vehicles has increased on a global scale. Private equity and other funds, whether located in Europe, Asia or other emerging market regions, are making global competition increasingly intense. While Centerbridge has a London office, there can be no assurance that such office will provide for a local footprint that equals the resources available to funds that are headquartered in such non-U.S. jurisdictions. There can be no assurance that changes in the competitive dynamic outside the U.S. will not occur, or that they will not adversely affect or otherwise necessitate changes to Centerbridge’s operations outside the U.S. Some of these competitors may have more relevant experience, greater financial and other resources and more personnel than Centerbridge and the Funds. It is possible that competition for appropriate investment opportunities could increase, thus reducing the number of opportunities available to the Funds and adversely affecting the terms upon which investments can be made. The Funds will, from time to time, incur bid, due diligence or other costs (including deposits which may not be refundable) on investments which are not consummated or are otherwise not successful. As a result, a Fund will not, in such situations, recover from such investments all of its costs, which would adversely affect returns. There can be no assurance that a Fund will be able to locate, complete or exit investments satisfying its investment criteria or that such investments will satisfy such Fund’s rate-of-return objectives. Likewise, there can be no assurance that a Fund will be able to realize upon the values of its investments or that a Fund will be able to invest its committed capital. To the extent that the Funds encounter competition for investments, returns to investors are likely to decrease. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 24
Investments in Highly Leveraged Companies. The Funds’ investments
have included and are expected to include companies whose capital structures have significant leverage either before or during a Fund’s investment. Instruments issued by such companies may have limited covenants (e.g., “covenant lite” instruments), and the lack of robust covenants can increase the risk associated with an investment in such companies. While investments in leveraged companies offer the opportunity for capital appreciation and Centerbridge approaches leverage in a manner it believes to be prudent, such investments also involve a higher degree of risk. A Fund’s investments may involve varying degrees of leverage, which could magnify the impact of circumstances such as unfavorable market or economic conditions, operating problems and other changes that affect the relevant company or its industry, resulting in a more pronounced effect of such circumstances on the profitability or prospects of such companies. In using leverage, these companies may be subject to terms and conditions that include restrictive financial and operating covenants, which may impair their ability to finance or otherwise pursue their future operations or otherwise satisfy additional capital needs. Moreover, rising interest rates will, unless such rates are fixed pursuant to the terms of any such indebtedness, significantly increase such companies’ interest expense, causing losses and / or the inability to service debt levels. If a company cannot generate adequate cash flow to meet its debt obligations, the investing Funds may suffer a partial or total loss of capital invested in the company. Credit Risk. One of the fundamental risks associated with the Funds’ investments is credit risk, which is the risk that an issuer or borrower will be unable to make principal and interest payments on its outstanding debt obligations when due or otherwise defaults on its obligations to a Fund and / or that the guarantors or other sources of credit support for such persons do not satisfy their obligations. A Fund’s return to investors would be adversely impacted if an issuer of debt securities or a borrower under a loan in which the Fund invests becomes unable to make such payments when due. Although the Funds at times make investments that Centerbridge believes are secured by specific collateral the value of which may initially exceed the principal amount of such investments or a Fund’s fair value of such investments, there can be no assurance that the liquidation of any such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments with respect to such investment, or that such collateral could be readily liquidated. In addition, in the event of bankruptcy of a borrower, the Funds could experience delays or limitations with respect to their ability to enforce rights against and realize the benefits of the collateral securing an investment. Under certain circumstances, collateral securing an investment may be released without the consent of the Funds or the Funds’ expected rights to such collateral could, under certain circumstances, be voided or disregarded. The Funds’ investments in secured debt may be unperfected for a variety of reasons, including the failure to make required filings by lenders and, as a result, a Fund may not have priority over other creditors as anticipated. Furthermore, a Fund’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of the senior lender. Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In addition, certain Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 25 instruments may provide for in-kind payments, which have a similar effect of deferring current cash payments. In both cases, a company’s ability to repay the principal of an investment may be dependent upon a liquidity event or the long-term success of the company, the likelihood of which is uncertain. With respect to a Fund’s investments in any number of credit products, if the borrower or issuer breaches any of the covenants or restrictions under the indenture governing notes or the credit agreement that governs loans of such issuer or borrower, it could result in a default under the applicable indebtedness as well as the indebtedness held by the Fund. Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. This could result in an impairment or loss of a Fund’s investment or result in a pre-payment (in whole or in part) of a Fund’s investment. As it relates to all of the foregoing risks and related considerations discussed above, it should also be noted that the Funds also may invest in leveraged loans, high-yield securities, marketable and non-marketable common and preferred equity securities and other unsecured investments, each of which involves a higher degree of risk than senior secured loans.
Loans and Participations. The Funds’ investment programs include
investments in significant amounts of loans and / or participations. These obligations are subject to unique risks, including, without limitation: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; (iv) collateral posting obligations that may arise in connection with investments in revolving credit facilities or delayed draw term loans, which give rise to the risk of loss with respect to posted collateral; and (v) the risk that ownership through assignment is not feasible and a Fund may be required to hold its interest via a participation, which gives rise to counterparty credit risk and limitations on the ability of a Fund to directly enforce certain rights (e.g., voting rights). In analyzing each loan or participation, Centerbridge 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 Funds. Bank loans are frequently traded on the basis of standardized documentation which is used in order to facilitate trading and market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue or that the same documentation will be used in the future. The settlement of trading in bank loans often requires the involvement of third parties, such as administrative or syndication agents, and there presently is no central clearinghouse or authority which monitors or facilitates the trading or settlement of all bank loan trades. Often, settlement may be delayed based on the actions of any third party or counterparty, and adverse price movements may occur in the time between trade and settlement, which could result in adverse consequences for the Funds. A Fund can acquire interests in loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 26 typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest and not with the borrower. In purchasing participations, the relevant Fund typically will not have the right to vote on matters requiring a vote of holders of the underlying debt and may have no right to enforce compliance by the borrower with the terms of the loan agreement, or any rights of set-off against the borrower, and such Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, if a Fund were to hold a participation, it would assume the credit risk of both the borrower and the institution selling the participation to such Fund. In certain circumstances, investing in the form of participation may be the most advantageous or only route for a Fund to make or hold any such investment, including in light of limitations relating to local laws or the willingness of administrative agents or borrowers to allow a Fund to become a direct lender. Where a Fund acquires a participation interest in a loan, the form of agreement documenting the acquisition can vary based on the contract law governing the debt. Where the contract is New York law governed, the agreement is also generally New York law governed and intended to be structured as a “true participation,” providing the Fund with a beneficial ownership right in the proceeds payable in relation to the bank debt. This structure can limit a Fund’s counterparty credit risk exposure against the institution selling the participation, and if the seller files for bankruptcy during the life of the agreement, the court may ring-fence proceeds related to the bank debt for the benefit of the Fund. Where the contract is based under English law (or the law of another European jurisdiction), the agreement documenting the participation in many instances will be English or local law governed and structured as a derivative agreement between a Fund and the institution selling the debt. This structure generally carries a higher risk for a Fund because the derivative agreement grants no beneficial ownership interest in the proceeds paid to the selling institution, providing the Fund with only an unsecured claim against the selling institution in the event of its bankruptcy during the life of the agreement. While the United States Commodity Futures Trading Commission (the “CFTC”) and SEC have finalized rules excluding many purchases of participation interests from the definition of “swap” or “security-based swap,” there is a risk that certain derivative agreements documenting such purchases could still satisfy either definition. A transaction could satisfy either definition (or both) if structured as an exchange of payments based on the value of interest or another rate, instrument of indebtedness, or other financial or economic interest, transferring the financial risk without also conveying a current or future direct or indirect ownership interest in an asset. If found to be a security-based swap, this will be considered a “security” for purposes of the Securities Act, and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). If found to be a swap, it would be considered a “commodity interest” for purposes of the U.S. Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”) and, if there are Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 27 components of both a “swap” and a “security-based swap,” it could be considered a “mixed swap.” The implications of a derivative contract being a “security-based swap,” “swap” or “mixed swap” may result in increased regulatory requirements by the SEC, CFTC or both and could mean increased costs, liabilities and compliance risks on behalf of a Fund. Loan Origination. The Funds can acquire and / or originate loans and / or other debt instruments (or pools thereof) with the intention of syndicating to third parties a portion or potentially all of its investment following the initial signing or consummation thereof. If a Fund is unable to sell, assign or successfully close transactions for participations in the loans that it acquires or originates, that Fund will be forced to hold its excess interest in such loans for an indeterminate period of time. This could result in a Fund’s investments being over-concentrated in certain borrowers. Debtor-in-Possession Loans. From time to time, the Funds will invest in or extend loans to entities that have filed for protection under Chapter 11 of the U.S. Bankruptcy Code or equivalent protections under the laws of other jurisdictions. These debtor-in-possession (“DIP”) loans are most often revolving working-capital facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in the debtor’s capital structure and because their terms have been approved by a federal bankruptcy court order, it is possible that the debtor’s reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient to repay in full the DIP loan.
Second Lien Loans. The Funds invest in loans that are secured by a second
lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy, which can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. For reasons not necessarily attributable to any of the risks set forth herein (for example, supply / demand imbalances or other market forces), the prices of the debt instruments and other securities in which the Funds invest may decline substantially. It may not be possible to predict, or to hedge against, such “spread widening” risk. Additionally, a perceived discount in pricing may still not reflect the true value of the assets Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 28 underlying debt instruments in which a Fund invests, and therefore further deteriorations in value with respect thereto may occur following such Fund’s investment therein. In fact, after mid-2007, the market for many loan products, including second lien loans, contracted significantly which made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants ceased underwriting and purchasing certain second lien loan products. There can be no assurance that the market for second lien loans will not experience future contractions. Mezzanine Debt. The Funds can invest in Mezzanine debt. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of a Fund to influence a company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company of the Funds or similar event, the Funds’ debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Risks Associated with Non-Performing Loans. It is anticipated that certain loans or pools of non-performing loans purchased by the Funds, in addition to being non-performing, may be in default. Furthermore, the obligor or relevant guarantor also may be in bankruptcy or liquidation. Although Centerbridge frequently deals with large, individual non-performing loans, Centerbridge has limited experience with acquiring and servicing portfolios of relatively small- to medium-sized non-performing loans. There can be no assurance as to the amount and timing of payments, if any, with respect to the loans. By their nature, these investments will involve a high degree of risk. Commercial and industrial loans in workout and / or restructuring modes or under the U.S. Bankruptcy Code and the bankruptcy or insolvency laws of other jurisdictions are subject to additional potential liabilities, which may exceed the value of a Fund’s original investment. For example, borrowers often resist foreclosure by asserting numerous claims, counterclaims and defenses against the holder of real estate loans, including lender liability claims and defenses, in an effort to delay or prevent foreclosure, and may have the ability to file for bankruptcy, potentially staying the foreclosure action and further delaying the foreclosure process. Under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to the Funds and distributions by the Funds to the participating investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Even if a restructuring were successfully accomplished, a risk exists that, upon maturity of the applicable loan, replacement “takeout” financing will not be available. It is possible that Centerbridge may find it necessary or desirable to foreclose on collateral securing one or more loans purchased by a Fund. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 29 In the case of any real estate loans acquired by the Funds that are non- performing at the time of their acquisition and / or become non-performing following their acquisition for a wide variety of reasons, such non-performing real estate loans may require a substantial amount of workout negotiations and / or restructuring, which can entail, among other things, a substantial reduction in the interest rate and a substantial write-down of the principal of such loan. In some states or other jurisdictions, real estate foreclosure actions can take up to several years or more to conclude. In addition to being lengthy and expensive, foreclosure and bankruptcy proceedings or legislation related thereto may create a negative public image of the collateral property and disrupt or limit ongoing leasing and management of the underlying real property. In addition, to the extent underlying default rates with respect to the debt securities or instruments in which a Fund invests occur or otherwise increase, the performance of the investments may be adversely affected and the risk of loss and foreclosure would be expected to increase. The rate of defaults and losses on real estate- related debt instruments will be affected by a number of factors, including global, regional and / or local economic conditions in the area where the underlying properties are located, the commercial real estate market in general, the borrower’s equity and the financial circumstances of the borrower as well as the general conditions described herein. A decline in the global or U.S. real estate markets (or any particular sub-market thereof) may result in higher delinquencies, defaults and / or foreclosures as borrowers may not be able to repay or refinance their outstanding debt obligations when due for a variety of reasons, which may adversely affect the performance of the investments. Investments in Bridge Financings. From time to time, one or more Funds lend in connection with investments on a short-term, unsecured basis or otherwise invest on an interim basis in portfolio companies in anticipation of a future issuance of equity or long-term debt securities or other refinancing or syndication. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always in a Fund’s control, such long-term securities issuance or other refinancing or syndication may not occur and such bridge loans and interim investments may remain outstanding. In such event, the interest rate or the terms of such interim investments may not adequately reflect the risks associated with the position taken by a Fund. Bankruptcy Claims. The Funds invest in bankruptcy claims which are amounts owed to creditors of companies in financial difficulty. Bankruptcy claims are illiquid and generally do not pay interest, and there can be no guarantee that the debtor will ever be able to satisfy the obligation on the bankruptcy claim. Within and outside the U.S., the markets in bankruptcy claims differ to some extent from the market conventions and regulatory framework applicable to conventional debt trading. Because bankruptcy claims are frequently unsecured, holders of such claims often have a lower priority in terms of payment than certain other creditors in a bankruptcy proceeding. In addition, under certain circumstances, payments and distributions may be reclaimed if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 30 Defaulted Securities or Instruments. The Funds invest in the securities or instruments of entities involved in bankruptcy proceedings, reorganizations and financial restructurings and may have a more active participation in the affairs of the issuer than is generally assumed by an investor. This may subject a Fund to litigation risks or prevent a Fund from disposing of securities or instruments. As more fully discussed herein, in a bankruptcy or other proceeding, a Fund as a creditor may be unable to enforce or experience significant delays and expense when enforcing its rights in any collateral or may have its security interest in any collateral challenged, disallowed or subordinated to the claims of other creditors. The process of seeking to enforce claims or rights, including over any applicable collateral, generally entails incurrence of significant expenses, both monetary and otherwise. For example, it is not uncommon in such situations to engage third-party advisors such as legal counsel and / or forensic accountants. There may be a requirement to indemnify third parties, such as any trustee, or provide rights of contribution or other forms of expense reimbursement. In seeking to enforce its rights, a Fund may need to make certain public disclosures of its positions or other information relating to its investment and other activity, which may result in adverse consequences to such Fund or may encourage such Fund to seek alternative enforcement mechanisms to avoid or minimize any such adverse consequences. These considerations may be particularly pronounced in non-U.S. jurisdictions, where special challenges (such as a more broad right to disregard security interests under notions of equitable considerations) may be present. Risks Associated with Bankruptcy Cases. Bankruptcy or insolvency proceedings are adversarial, lengthy, complex, involve multiple and diverse constituents seeking to maximize their recovery from a debtor with limited assets (which often results in some classes of stakeholders receiving little or no recovery), and involve the exercise of equitable authority on the part of the bankruptcy court or other competent authority. Many of the events in or affecting bankruptcies or insolvencies are beyond the control of the creditors and other stakeholders. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court or other competent authority would not approve actions that would be contrary to the interests of the Funds. Furthermore, there are instances under applicable law where creditors and equity holders lose their ranking and priority. Generally, the duration of a bankruptcy case can only be roughly estimated and such estimates may later prove inaccurate. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and a Fund; it is subject to unpredictable and lengthy delays, and, during the process, the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. In the case of a Fund’s debt investments, the debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value. Such investments can result in a total loss of principal. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 31 U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that a Fund’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other changes with respect to, the class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. Furthermore, creditors and equity holders, in exceptional circumstances, may lose their ranking and priority as such when they take over management and functional operating control of a debtor if they are found to have exercised “domination and control” in a manner that adversely affected the debtors. When a company seeks relief under the U.S. Bankruptcy Code (or has a petition filed against it), an automatic stay prevents all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such claims. Creditors who have claims against the company prior to the date of the bankruptcy filing must petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors may be prohibited from doing so if the court concludes that the value of the property in which the creditor has an interest will be “adequately protected” during the proceedings. If the bankruptcy court’s assessment of adequate protection is inaccurate, a creditor’s collateral may be wasted without the creditor being afforded the opportunity to preserve it. Thus, even if a Fund holds a secured claim, such Fund may be prevented from collecting the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the court. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty as to the ultimate resolution of claims. Security interests held by creditors are closely scrutinized and frequently challenged in bankruptcy proceedings and may be invalidated for a variety of reasons. For example, security interests may be set aside because, as a technical matter, they have not been perfected properly under the Uniform Commercial Code or other applicable law. If a security interest is invalidated, the secured creditor loses the value of the collateral and because loss of the secured status causes the claim to be treated as an unsecured claim, the holder of such claim will almost certainly experience a significant loss of its investment. There can be no assurance that the security interests will not be challenged vigorously and found defective in some respect, or that the relevant Fund will be able to prevail against the challenge. Moreover, debt may be disallowed or subordinated to the claims of other creditors if the creditor is found guilty of certain inequitable conduct resulting in harm to other parties with respect to the affairs of a company filing for protection from creditors Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 32 under the U.S. Bankruptcy Code. Creditors’ claims may be treated as equity if they are deemed to be contributions to capital, or if a creditor attempts to control the outcome of the business affairs of a company prior to its filing under the U.S. Bankruptcy Code. Serving on an official or unofficial creditors’ committee, for example, increases the possibility that the relevant Fund will be deemed an “insider” or a “fiduciary” of the company it has so assisted and may increase the possibility that the Bankruptcy Court would invoke the doctrine of “equitable subordination” with respect to any claim or equity interest held by such Fund in such company and subordinate any such claim or equity interest in whole or in part to other claims or equity interests in such company. Claims of equitable subordination also may arise outside of the context of a Fund’s committee activities. If a creditor is found to have interfered with the company’s affairs to the detriment of other creditors or shareholders, the creditor may be held liable for damages to injured parties. While each Fund will attempt to avoid taking the types of action that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that the relevant Fund will be able to successfully defend against them. In addition, if representation of a creditors’ committee of a company causes a Fund or Centerbridge to be deemed an affiliate of the company, the securities of such company held by such Fund may become restricted securities, which are not freely tradable. While the challenges to liens and debt described above normally occur in a bankruptcy proceeding, the conditions or conduct that would lead to an attack in a bankruptcy proceeding could in certain circumstances result in actions brought by other creditors of the debtor, shareholders of the debtor or even the debtor itself in other state or federal proceedings. As is the case in a bankruptcy proceeding, there can be no assurance that such claims will not be asserted or that the Funds will be able to defend against them successfully. To the extent a Fund assumes an active role in any legal proceeding involving the debtor, such Fund could become prevented from disposing of securities or instruments issued by the debtor if such Fund possesses material, non-public information concerning the debtor. In addition, companies located in non-U.S. jurisdictions may be involved in restructurings, bankruptcy proceedings and / or reorganizations that are not subject to laws and regulations that are similar to the U.S. Bankruptcy Code and the rights of creditors afforded in U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide a Fund with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, such Fund’s investments in any such company may be adversely affected. For example, bankruptcy law and process in a non-U.S. jurisdiction may differ substantially from that in the U.S., resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain.
Companies Emerging From Bankruptcy May be Unable to Discharge
Certain Indebtedness or Obligations. Companies in which a Fund invests may have been the subject of bankruptcy proceedings prior to such Fund’s investment or during the period that such Fund is invested in such companies. When a company files for Chapter 11 relief, Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 33 most of its debts and obligations likely would be dischargeable under section 1141(d) of the U.S. Bankruptcy Code. The ability of a company to obtain a discharge of its debts and obligations would depend on a number of factors. First, obtaining a Chapter 11 discharge requires confirmation of a plan of reorganization providing for the continuation of the debtor’s business. Were a company to cease to do business pursuant to its plan, or to otherwise liquidate under Chapter 7 or Chapter 11, then it would not be eligible for a discharge. Second, while confirmation of a corporate debtor’s plan generally discharges it from all of its debts that arose prior to confirmation (except to the extent that the plan or the order confirming the plan provides for payment of those debts) there are certain debts or obligations of a corporate debtor that cannot be discharged. These include (i) taxes owed by the debtor for which the debtor filed fraudulent tax returns, (ii) certain environmental liabilities and (iii) debts owed to a domestic governmental unit for fraudulent activities in connection with obtaining money, property, services or an extension, renewal or refinancing of credit, or owed as a result of an action filed under Subchapter III of chapter 37 of title 31 or any similar state statute. Claims under Subchapter III of chapter 37 of title 31 include claims made under the False Claims Act. The False Claims Act, a federal law that imposes liability on persons and companies who defraud the federal government, includes a “qui tam” provision that allows people (so-called “whistleblowers” or “relators”) who are not affiliated with the government to file actions on the government’s behalf. Any claims against a company that were not discharged in its bankruptcy case would remain obligations of the company after confirmation of its plan of reorganization which could adversely affect the future performance of the relevant Fund’s investment in such company and the performance of such Fund.
Jurisdictional Risks Affecting the Rights of Creditors and Other
Stakeholders. Centerbridge intends to invest the Funds’ assets principally in securities and other financial instruments of North American (with a focus on the U.S.) and European issuers and assets located in these regions, although Centerbridge has from time to time invested and may in the future invest the Funds’ assets in securities and other financial instruments of other issuers domiciled, or assets located, elsewhere. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. To the extent such non-U.S. laws and regulations do not provide the relevant Fund with equivalent rights and privileges necessary to promote and protect its interest in any such proceeding, such Fund’s investments in any such company are more likely to be adversely affected. The law and process in such jurisdictions may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. While each Fund generally favors jurisdictions where it believes the rule of law is clear, well-developed and respected, there can be no assurance that the outcome of bankruptcy or insolvency proceedings, particularly in jurisdictions outside the U.S., will result in a favorable outcome with respect to that Fund’s investment. In addition, as more and more companies conduct operations internationally, multi-jurisdictional bankruptcy or insolvency Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 34 proceedings are increasing in prevalence and the foregoing factors may result in unique challenges that impact the potential recovery and timing thereof. Equitable Remedies. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer; (ii) engages in other inequitable conduct to the detriment of such other creditors; (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors; or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). A Fund may purchase creditor claims subsequent to the commencement of a bankruptcy case. Such purchase may be disallowed if disallowance is permitted under applicable law. Each Fund will seek to conduct its activities in a manner that would not form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the often contentious nature of bankruptcy and insolvency proceedings, a Fund may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by the issuer should be equitably subordinated.
Certain Implications Arising from Service on Creditors’ Committees
or Other Service in Relation to a Fund’s Investments. Centerbridge, on behalf of each Fund, from time to time elects to serve on creditors’ or coordinating committees, official or unofficial, equity holders’ committees or other groups to ensure preservation or enhancement of each Fund’s position as a creditor or equity holder. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If Centerbridge concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to one or more Funds, it may be necessary to resign from that committee or group if such conflict cannot be appropriately resolved, and the Funds may not realize the benefits, if any, of participation on the committee or group. In addition, and also as discussed above, if a Fund is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group. General Real Estate Risks. Real estate investments generally will be subject to the risks incident to the ownership and operation of real estate and real- estate- related assets and / or risks incident to the making of non-recourse mortgage loans secured by real estate, including risks associated with both the domestic and international general economic climates; local real estate conditions; risks due to dependence on cash flow; risks and operating problems arising out of the absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); seizure under eminent domain; the financial condition of tenants, buyers and sellers of properties; changes in availability of debt financing; energy and supply shortages; changes in the tax, real estate, environmental and zoning laws and Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 35 regulations; various uninsured or uninsurable risks; natural disasters; and the ability of the Funds or third-party borrowers to manage the real properties. A Fund may incur the burdens of ownership of real property, which include the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. In addition, an investment in real estate may subject the investors to taxation and tax return filings with respect to such investment in the jurisdiction in which such real estate is located. Changes in general economic conditions will affect the performance of real estate investments and / or the value of the underlying real estate relating to the Funds’ investments and may include economic and / or market fluctuations, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand, fluctuations in real estate fundamentals, the financial resources of issuers / borrowers, changes in building, environmental and other laws, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, changes in government regulations, changes in real property tax rates and / or tax credi 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 Centerbridge’s advisory business or the integrity of Centerbridge’s management. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 90 please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status. Centerbridge and its management persons are not currently registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. For purposes of the EU’s AIFMD, Centerbridge would be deemed an Alternative Investment Fund Manager, but as of the date of this filing, Centerbridge has not filed or registered with any EU regulators for EU marketing activities. Accordingly, as of the date of this filing, Centerbridge does not actively engage in marketing in the EU; Centerbridge does, however, respond to EU reverse solicitation requests. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. Centerbridge and its management persons are not registered as, and do not have any application pending to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Centerbridge currently relies on exemptions from registration as a commodity pool operator and / or commodity trading advisor. C. Material Relationships or Arrangements with Industry Participants. Centerbridge or its affiliates have received compensation and expect that in the future they will receive similar compensation in connection with financial transactions structured by Centerbridge or its affiliates (which does not include fees received by portfolio companies). Such compensation includes, for example, break-up and topping fees, monitoring and directors’ fees, organization fees, set-up fees, consulting fees, management fees, closing and transaction fees and other similar fees. Such fees, generally (but with some exceptions as specified in a Fund’s governing documents) reduce all or a portion of the Management Fees paid by the Funds, as discussed in Item 5. D. Material Conflicts of Interest. Centerbridge does not recommend or select any third-party investment advisers for its clients. Portfolio companies of a Fund may be counterparties or participants in agreements, transactions or other arrangements with portfolio companies of another Fund or other Centerbridge affiliates that, although Centerbridge determines to be consistent with the requirements of such Funds’ governing agreements, may not have otherwise been entered into but for the affiliation with Centerbridge, and which may involve fees and / or servicing payments to Centerbridge-affiliated entities that are not subject to Management Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 91 Fee reduction provisions. For example, portfolio companies held by one or more Funds have from time to time been selected by Centerbridge to perform certain services and functions, including, but not limited to, loan servicing and other functions, on behalf of one or more Funds and / or Centerbridge, and Centerbridge anticipates that similar arrangements sometimes will occur in the future. Such selections will be made on an arm’s- length basis and subject to terms which Centerbridge has determined to be no less favorable to the relevant Fund(s) and / or Centerbridge than would be obtained in a transaction with an unaffiliated party. In connection therewith, a portfolio company may spend a disproportionate amount of time providing services to a Fund that is not commensurate with such Fund’s pro rata interest in the portfolio company or provide services to a Fund that has no interest in such portfolio company. For example, Centerbridge may, like other private equity firms, in the future cause companies to enter into agreements regarding group procurement, benefits management, data aggregation and management, technology development, purchase of title and / or other insurance policies (which, where applicable, may be pooled across portfolio companies and discounted due to scale) and other similar operational initiatives that may result in fees, commissions or similar payments and / or discounts being paid to Centerbridge, or a portfolio company, including related to a portion of the savings achieved by the portfolio company. At times, including if unrelated officers of a portfolio company have not yet been appointed, Centerbridge will be negotiating and executing agreements between Centerbridge parties on the one hand and the portfolio company or its affiliates on the other hand, including management services agreements or similar agreements, which would entail a conflict of interest in relation to efforts to enter into terms that are arm’s length. Among the measures Centerbridge uses to mitigate such conflicts is involving outside counsel to review and advise on such agreements and provide insights into commercially reasonable terms. Additionally, Centerbridge may hold equity or other investments in companies or businesses (even if they are not “affiliates” of Centerbridge) that provide services to or otherwise contract with portfolio companies. In connection with such relationships, Centerbridge also may make referrals and / or introductions to portfolio companies (which may result in financial incentives (including additional equity ownership) and / or milestones benefitting Centerbridge that are tied or related to participation by portfolio companies). In the case of opportunities that Centerbridge has determined are not suitable for the Funds, Centerbridge may identify, to corporate platforms in which certain Funds invest and may have control, potential investors who could be contacted by such corporate platforms if it is believed that the opportunity may be of interest to such potential investors, which could result in such person making an investment with or through, or contracting for the services of, such corporate platforms on such terms as they determine to agree. The Funds and their investors will not share in any fees or economics accruing to Centerbridge as a result of these relationships and / or participation by portfolio companies. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 92 Certain of the companies owned by the Funds are, or may become, during the course of the Funds’ investment, involved in financial services and / or investment advisory activities, which may include status as broker-dealers, investment companies or other pooled investment vehicles or investment advisers, among other things. Investors in the Funds sometimes seek a written agreement when subscribing for an interest in such Fund to clarify certain matters that arise from the particular facts and circumstances applicable to such investor. In such cases, it is not uncommon for a Fund or Centerbridge to enter into side letters or other similar agreements with a particular investor of a Fund with respect to such Fund without the approval or vote of any other investors of such Fund, which may have the effect of establishing rights under, altering or supplementing the terms of the governing documents of such Fund with respect to such investor in a manner more favorable to such investor than those applicable to other investors as more fully described in the confidential private placement memorandum for the applicable Fund. Any rights established, or any such altered or supplemented terms or other similar agreement with a particular investor will govern solely with respect to such investor notwithstanding any other provision of the applicable Fund’s governing documents or any subscription agreement related thereto. It is also expected that Centerbridge will from time to time confirm factual matters to incoming investors, make statements of intent or expectation to such investors or acknowledge statements by such incoming investors that relate to a Fund and / or Centerbridge’s activities pertaining thereto in one or more respects, and side letters or similar arrangements may include undertakings to make certain confirmations. Any such statements, confirmations, acknowledgments, agreements or undertakings are not rights or benefits that are subject to the “most favored nations” process or election by the investors in a Fund, and such investors generally will as a result not typically receive notice thereof or copies of the documentation (if any) in which they are contained. The matters of interest and importance to investors as to which they request disclosure can influence, where considered appropriate, the decisions made by Centerbridge in the management of the Funds. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 93 please register to get more info

TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics. Centerbridge 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, Centerbridge has adopted a Code of Ethics (the “Code of Ethics”). The following set of principles from the Code of Ethics frames the professional and ethical conduct that Centerbridge expects from its personnel:  Act with integrity, competence, diligence, respect and in an ethical manner with the public, clients, prospective investors, employers, employees, colleagues in the investment profession and other participants in the global capital markets;  Place the integrity of the investment profession, the interests of clients and the interests of Centerbridge above one’s own personal interests;  Adhere to the fundamental standard that personnel should not take inappropriate advantage of their position;  Identify and manage conflicts of interest;  Conduct all personal securities transactions in a manner consistent with the Personal Securities Trading Policy (as defined in the Code of Ethics);  Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions and engaging in other professional activities;  Devote sufficient time and attention to the proper execution of one’s professional responsibilities;  Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on the employee and the profession;  Promote the integrity of, and uphold the rules governing, capital markets;  Maintain and improve one’s professional competence and strive to maintain and improve the competence of other investment professionals; and  Comply with applicable provisions of the federal securities laws. Clients and prospective clients may request a copy of the Code of Ethics by contacting Centerbridge at the address or telephone number listed on the first page of this document. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 94 B. Securities in which Centerbridge or a Related Person Has a Material Financial Interest.
1. Cross Trades
Centerbridge disfavors cross trades; however, cross trades are not prohibited by the Funds’ organizational documents. In the exceptional circumstance that Centerbridge were to undertake a cross trade between two Funds, such a transaction would be conducted in accordance with, and subject to, any applicable laws and Centerbridge’s fiduciary obligations to each client. Situations may arise where it may be necessary or appropriate to transfer certain assets held by one or more Funds. For example, the governing documents of certain funds expressly contemplate periodic transactions between a fund and its parallel funds for the purpose of maintaining alignment of such funds, and it should be understood that such permitted transactions may occur as and when warranted, subject to the requirements of the applicable governing documents. In addition, we note that Centerbridge from time to time has restructured and may in the future restructure where appropriate the form of legal ownership of an investment, e.g., from direct ownership to participation or indirect ownership through a shared subsidiary. Such restructuring is not intended to result in a change in the level of beneficial ownership. In addition, Centerbridge from time to time has caused and may in the future cause a Fund to enter into a back-to-back, contribution, indemnification or similar agreement with another Fund to ensure that each Fund assumes its pro rata share of any obligation, including in circumstances where they may share indirect ownership of an investment through a shared subsidiary.
2. Principal Transactions
Centerbridge also disfavors principal transactions. To the extent that cross trades or other transactions with a Fund are viewed as principal transactions due to the ownership interest in a client by Centerbridge or its personnel, Centerbridge would effect such transaction only if Centerbridge were to first determine that such trade is in the best interests of the affected Funds and then only in compliance with the requirements of Section 206(3) of the Advisers Act or similar applicable law, and the governing documents of the affected Funds, including obtaining any required informed consents. C. Investing in Securities that Centerbridge or a Related Person Recommends to Clients. The Code of Ethics places restrictions on personal trades by employees, including that employees pre-clear most types of personal securities transactions and that they disclose their personal securities holdings and transactions to Centerbridge on a periodic basis. Centerbridge, its affiliates and its employees, sometimes are permitted to invest on behalf of themselves or through family investment vehicles or similar accounts that they control or as to which they are the primary beneficiary in securities and other Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 95 instruments that would be appropriate for, held by, or fall within the investment guidelines of clients, or may give advice or take action for their own accounts or through family investment vehicles or similar accounts that they control or as to which they are the primary beneficiary (including family offices, as described more fully in the Firm’s ADV Part 2B) that may differ from or conflict with advice given or action taken for clients. These activities could adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also could arise due to the fact that Centerbridge and its personnel have investments in some Funds but not in others or have different levels of investments in and participation with respect to the various Funds. Centerbridge has established policies and procedures designed to monitor and resolve or mitigate conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code of Ethics, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. D. Conflicts of Interest Created by Multiple Funds. Centerbridge manages investments on behalf of a number of clients. Certain clients have investment programs that are similar or overlap and may, therefore, participate with each other in investments. For example, CPREF has an overlapping investment program with the Capital Partners Funds, particularly in respect of certain corporate platform real estate-related investments, and will have an overlapping investment program with the Credit Funds, particularly in respect of certain real estate-related investments that involve loans and securities. It is the policy of Centerbridge to allocate investment opportunities on a basis that Centerbridge believes in good faith to be fair and equitable and in accordance with applicable laws, rules and regulations and the provisions of any applicable operating agreements of the Funds, as well as disclosures provided to clients, and taking into account the considerations more fully described below. Allocation to a particular Fund is not based on the amount or structure of fees for such Fund. In general, allocations of new investment opportunities will be made primarily on the basis of the following factors:  The exclusivity, priority and other allocation requirements and lifecycle considerations pursuant to the applicable governing documents;  A Fund’s existing position in a particular security or issuer; and  The net asset value or available capital (or liquidity) of the Funds for which such investment may be appropriate. In addition, other factors as Centerbridge reasonably deems relevant generally are taken into account when determining an allocation, including, without Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 96 limitation, a Fund’s investment objective, the nature and character of the investment (e.g., control, non-control or real estate-related), policies and restrictions, guideline limitations and relevant risk considerations (including risk weighting considerations), tax or regulatory implications, anticipated position duration, the anticipated future size of the investment particularly for investments in platforms or other investments where scale is contemplated, offering or other limitations, eligibility criteria imposed by counterparties and other counterparty-imposed limitations. The above-described clients managed by Centerbridge include closed- ended funds (which in certain cases have one or more successor funds), each with a designated investment period, harvest period and termination date, and funds that are open-ended. As noted above in this Item 11, among the reasons that allocations may not be made ratably among funds that pursue the same investment strategy are lifecycle and structural differences among the funds, which can impact the ability of a client to transact directly with counterparties. From time to time a fund in its harvest period will not add to a position or will reduce a position at a time when other funds that are actively investing do add to or maintain a position. In addition, for open-ended funds that retain cash, from time to time an investment opportunity will arise that Centerbridge determines is a suitable investment for such client and not other clients. Managing the ramp-up, investment and harvest process will from time to time result in allocations that are not ratable or arrangements with counterparties that involve one or more clients (or even the General Partner if a Fund is not yet effective) being a direct party to a transaction while others participate in such transaction through other arrangements – for example, participation or other sharing or “back-to-back” arrangements or allocations, or a subsequent transfer of interests to such participants – that are intended to apportion rights and obligations among others that also participate in such transaction in an effort to achieve parity among the participants. Even with such measures, differences can remain – for example, by virtue of each participant’s unique profile (including its credit terms, credit quality and cost of capital). See also Item 11.B.1. In certain circumstances, taking into account the investment programs and guidelines of the Funds and Centerbridge’s views regarding whether the investment’s characteristics make it appear to be suitable for more than one fund family, Centerbridge will allocate an investment to more than one Fund in the first instance or over time, for example, to the Capital Partners Funds and to the Credit Funds. Such allocations sometimes have occurred. Such determinations, including determinations as to the proportion in which such allocations occur, are made by Centerbridge in its good faith judgment, taking into account the facts and circumstances known to it and expectations, projections or predictions made at the time, all of which then-current assumptions may vary from how the investment ultimately evolves. Centerbridge and its employees (on behalf of themselves or through family investment vehicles or similar accounts that they control or as to which they are the primary beneficiary) may purchase or sell securities on their own behalf, and (with respect to Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 97 Centerbridge) on behalf of certain Funds, which may differ from those purchased or sold for other Funds, even though their investment objectives may be the same or similar. While Centerbridge has policies regarding these activities, it is possible that these activities could adversely affect the prices and availability of other securities or instruments held by or potentially considered for the Funds. Potential conflicts also could arise due to the fact that Centerbridge and its personnel may have investments in some Centerbridge funds but not in others or have different levels of investment in or participation with respect to the various funds. Likewise, a Fund, for example, may make an investment at the same time that one or more of the other Funds is disposing of the same or a similar investment. The Funds may make an investment in a position which is already held by one or more of the other Funds or a position that is subordinated or senior to or otherwise adverse to a position held by one or more of the other Funds. It is possible that the activities or strategies used for some of the Funds could conflict with the activities and strategies employed in managing the assets of other Funds and affect the prices and availability of the securities and instruments in which the Funds invest. It has at times been the case and may in the future be the case that certain Funds may invest in securities or instruments of publicly traded or private companies which are actual or potential investments of other Funds. The trading activities of one Fund may differ from or be inconsistent with activities which are undertaken for the account of another Fund in such securities or related securities. In addition, a Fund may not pursue an investment as a result of such investing or trading activities by other Funds. Additionally, if Centerbridge personnel serve on the board of directors (or other similar committees or bodies) of any company in which another Centerbridge investment fund has invested, then such Centerbridge personnel may have fiduciary duties or other similar obligations to such companies and / or their other respective constituents. While Centerbridge personnel would generally assume such positions in order to promote the interests of the Funds, Centerbridge may not be able to put the interests of the Funds ahead of the interests of such companies or constituents and / or it is possible that Centerbridge will be unable to take certain actions in respect of the Funds that it otherwise would have taken had such personnel not served in any such capacities. With respect to companies more generally, it is also possible that such companies (or subsidiaries thereof), or portfolio companies (or subsidiaries thereof) of a Fund engage in investing activities that are similar or related to the investing activities of other Funds. In such cases (and even in cases where a company engaged in an operating business is contemplating a strategic transaction), a Fund or Centerbridge may come into possession of material, non-public information or otherwise become bound by confidentiality, standstill or other obligations. While Centerbridge has policies in place to minimize these instances, it is possible that the activities of and information within a company may result in a Fund being required to forgo certain investment or divestment activity and may otherwise restrict the ability of such Fund to engage in certain activities that would not be prohibited but for such relationships. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 98 For example, in a situation where a Fund invests in debt securities of a company in which other Funds hold or are contemporaneously acquiring equity securities, questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If additional capital is necessary as a result of financial or other difficulties, a Fund may or may not provide such additional capital as Centerbridge determines in its sole discretion. A Fund may have an interest in structuring debt securities and instruments that have financial terms (such as interest rates, repayment terms, seniority, covenants and events of default) that are more restrictive than the terms that other Funds would seek to negotiate. In addition, it is possible that in a bankruptcy proceeding the interest of a Fund may be subordinated or otherwise adversely affected by virtue of the other Funds’ involvement and actions relating to their investment. In connection with negotiating loans and bank financings in respect of Centerbridge-sponsored private equity transactions, Centerbridge may obtain the right to participate on its own behalf (or on behalf of vehicles or accounts that it manages) in a portion of the loans or financings with respect to such Centerbridge-sponsored private equity transactions on an agreed-upon set of terms. In addition, certain Funds in some cases own a significant or controlling percentage of the common equity of portfolio companies, which, depending upon the amount of equity owned by them, any relevant contractual arrangements between such portfolio company and the participating Funds, and other relevant factual circumstances, could result in an extension to one year of the 90-day bankruptcy preference period with respect to payments made to the Funds and / or subordination of its claims to other creditors and / or recharacterization of debt claims into equity claims. Centerbridge will seek to resolve such conflicts of interest in a fair and equitable manner. Conflict resolution may result in a Fund receiving more or less consideration than such Fund may have otherwise received in the absence of such a conflict of interest. Historical investments made by one or more Funds may result in future opportunities that are available to one or more other Funds, by virtue of, among other things, the nature of such opportunities, the Funds’ respective investment programs and investment horizons, legal, tax and other similar considerations, regulatory changes and other unique circumstances. The research and diligence process applied to the sourcing and execution of one or more specific investments has benefits that can extend to other investments, while the associated expenses and other resources often arise or are applied at the time of the original investment. As noted above, Centerbridge makes determinations regarding the allocation of investment opportunities and the expenses and other resources applied to generate investment opportunities in its good faith judgment based on facts and circumstances considered to be relevant at the time such determinations are made. In addition, in certain circumstances, taking into account the investment programs and guidelines of the Funds, the sourcing of the investment opportunity, fiduciary or other obligations to portfolio companies (which can arise, for example, due to board Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 99 service) and Centerbridge’s views regarding whether the investment’s characteristics make it potentially suitable for a particular portfolio company, Centerbridge may determine to first offer an investment opportunity to a portfolio company held by a Fund. Certain Funds may get priority allocations in their core strategy if contemplated or not prohibited by the offering documents of the partially overlapping Funds. While investment opportunities may be allocated among the Funds, investors in one Fund may have more favorable liquidity terms than investors in another Fund. Centerbridge also from time to time offers co-investments to third-party investors, based on, among other factors determined by Centerbridge in good faith, strategic reasons, as further described in Item 4. Please also refer to the discussion of expense allocations in Item 4, Part B. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 100 please register to get more info

BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously, Centerbridge has full discretionary authority to manage the Funds, including authority to make decisions with respect to which investments 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. Centerbridge’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Portfolio transactions for the Funds are allocated to brokers and dealers on the basis of seeking best execution and in consideration of Centerbridge’s assessment of factors such as such broker’s or dealer’s ability to effect such transactions, and its resources, responsiveness and reliability, market or product knowledge, market standing, integrity and financial responsibility. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers.
1. Research and Other Soft Dollar Benefits
As a matter of general policy, Centerbridge does not participate in soft dollar arrangements, although the U.S. office of Centerbridge, from time to time, receives research prepared by broker-dealers and circulated by such broker-dealers to their clients. With the implementation of the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID II”) in January 2018, the Sub-Advisor pays directly for any products deemed to be “investment research” pursuant to MiFID II, although in the future the Sub-Advisor may determine to use a research payment account for this purpose as permitted by MiFID II.
2. Brokerage for Client Referrals
Broker-dealer selection for trade order execution is a function of the best execution considerations described in this Item 12. In relation to trade order execution, Centerbridge has no active engagement with any broker-dealer providing for the payment of fees in consideration for client referrals or recommending any specific broker to clients. At such times as Centerbridge engages a placement agent registered as a broker-dealer for the purpose of assisting with fundraising activities, such placement agent would receive compensation in connection with such engagement, which is unrelated to the trade order execution activities of the Funds. See Item 14.B. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 101
3. Directed Brokerage
Centerbridge does not recommend, request or require that a client direct Centerbridge to execute transactions through a specified broker-dealer. B. Order Aggregation. In some circumstances, it will be appropriate for Centerbridge to buy or sell an investment on behalf of more than one client account for which the transaction is allocable at one time or over a period of time, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one client cannot be fully executed under prevailing market conditions, securities may be allocated among the different clients on a basis which Centerbridge considers equitable. As a general matter, Centerbridge believes that the aggregation of orders for multiple advisory clients is consistent with its duty to seek best execution for its clients. Aggregation of trades facilitates more efficient and less costly execution by enabling Centerbridge to negotiate transactions on a consolidated basis rather than dealing with multiple smaller lots in investment types that normally trade in significant and / or pre-set blocks. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 102 please register to get more info

REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans. Centerbridge performs various daily, weekly, monthly, quarterly and periodic investment monitoring reviews of each client’s investment portfolio. Such reviews are conducted by Centerbridge’s investment professionals together with members of other teams. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. Portfolio management is a dynamic process. The frequency of reviews of client account portfolios is a function of facts and circumstances, which can include, for example, market or economic conditions, conditions affecting a particular issuer and Centerbridge’s general views about various opportunities and risks that may be relevant to the portfolio or a particular position at a given point in time. Accordingly, evaluation of the portfolio happens on a periodic as well as a non-periodic basis as believed warranted by Centerbridge taking into account circumstances such as those noted above. C. Content and Frequency of Account Reports to Investors. Centerbridge provides annual audited financial statements to the Funds’ investors no later than 90 to 120 days after the applicable Fund’s fiscal year end, as required by the governing documents of the Fund and consistent with the Custody Rule (as defined in Item 15). Investors in the Funds receive periodic update letters from Centerbridge with commentary, although Centerbridge provides, in certain circumstances, certain investors with information on a more frequent and detailed basis if agreed to by Centerbridge, including in response to specific due diligence requests made by one or more investors or their representatives. Investors and prospective investors have unique due diligence needs and requirements. The information furnished in response to requests varies based on the nature of, and confidentiality considerations relating to, the information requested. Similarly, not all investors monitor their investments in vehicles such as the Funds in the same manner. For example, certain investors may periodically request from Centerbridge information regarding the Funds and investments and / or portfolio companies that is not otherwise or is yet to be set forth in the reporting and other information delivered to investors generally. When receiving specific questions or information requests from investors, prospective investors or their representatives, Centerbridge does not make such questions, requests or the responses thereto available to persons other than the requesting parties. In addition, investors in the Funds structured as closed-end vehicles are invited to attend annual meetings regarding the applicable Fund. Information also is available through the Funds’ password-protected website. Centerbridge endeavors to make Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 103 matters that Centerbridge considers to be of general significance to investors available to investors generally and to ensure that information furnished in response to due diligence requests is generally consistent; however, to the extent an investor receives information that other investors have not received, which is in addition to information provided in a Fund’s or Centerbridge’s regular reports to investors, such information may provide such investor with greater insight into the Fund’s and Centerbridge’s activities. This may enhance such investor’s ability to make investment decisions with respect to a Fund and possibly, with respect to the Credit Partners Funds, affect such investor’s decision to request a redemption from the Fund. Conversely, investors who are “friends and family” investors have agreed that they will receive more limited information. Centerbridge encourages all investors and prospective investors to make such due diligence requests as they consider appropriate. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 104 please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients. Centerbridge does not receive economic benefits from non-clients for providing investment advice and other advisory services to its clients. B. Compensation to Non-Supervised Persons for Client Referrals. For certain Funds raised early in Centerbridge’s history, Centerbridge has engaged placement agents, and from time to time, for certain closed-end Funds that are to be raised, or for certain first-time Funds (as was the case, for example, with the Real Estate Fund), Centerbridge may enter into a placement agreement pursuant to which a placement agent would receive fees (which placement agent fees offset the Management Fee paid or payable by the applicable client) in consideration for introducing investors to the Funds. Certain jurisdictions mandate the use of placement agents or licensed persons in order to market funds to investors in such jurisdictions, and in such circumstance engaging a placement agent could become necessary or advisable, and an offset of the Management Fee would not necessarily apply. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 105 please register to get more info

CUSTODY
Centerbridge 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 clients are sent by qualified custodians to Centerbridge. Centerbridge is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) and satisfies its Custody Rule obligations with respect to each Fund by either: (i) complying with the provisions of the so-called “Pooled Vehicle Annual Audit Exception” with respect to such Fund, which, among other things, requires that each Fund be subject to 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 requires that each Fund distribute its audited financial statements to all investors within 120 days after the end of its fiscal year or (ii) complying with the requirements related to quarterly delivery of account statements and annual independent verification, and any other applicable requirements of the Custody Rule with respect to such Fund. The independent public accountants confirm such independence through their audit reports that accompany the audited financial statements of the Funds, and through analyses provided to Centerbridge confirming their determinations with respect to independence that Centerbridge itself relies upon when making its own determination as to auditor independence and related Custody Rule compliance. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 106 please register to get more info

INVESTMENT DISCRETION
Centerbridge serves as the management company with discretionary trading authority for each Fund. Centerbridge’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as described in its offering documents. Centerbridge or an affiliate of Centerbridge entered into an investment management agreement, or similar arrangement, with each Fund, pursuant to which Centerbridge or an affiliate of Centerbridge was granted discretionary trading authority. In addition, the Sub-Advisor has entered into sub-advisory agreements with the Advisors pursuant to which the Sub-Advisor serves as sub-advisor to the Funds. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 107 please register to get more info

VOTING CLIENT SECURITIES
A. Policies and Procedures Relating to Voting Client Securities. In compliance with Advisers Act Rule 206(4)-6, Centerbridge has adopted a proxy voting policy and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a way Centerbridge believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Centerbridge’s general practice is to vote consistently for all Funds offered the opportunity to vote. In certain circumstances, Centerbridge may refrain from voting Proxies where Centerbridge believes that abstaining from voting would be in the applicable Fund’s best interest and / or where Centerbridge believes abstention is appropriate to address potential conflicts of interest, as more fully discussed below. Conflicts of interest may arise between the interests of the clients on the one hand and Centerbridge or its affiliates on the other hand. If Centerbridge determines that it may have, or is perceived to have, a conflict of interest when voting Proxies, Centerbridge will either (i) use an independent, third-party service to vote the proxy on behalf of the affected Fund(s), (ii) disclose the conflict of interest to the investors in such Fund(s) and obtain their consent to vote the proxy in accordance with Centerbridge’s policy or (iii) employ an alternative method of addressing the identified conflict of interest (which can include refraining from voting, as discussed above). A copy of Centerbridge’s Proxy voting policy is available through the Funds’ password-protected website. In addition, clients may obtain a copy of Centerbridge’s Proxy voting policy and its Proxy voting record upon request. Centerbridge Partners, L.P. – Form ADV Part 2, filed as of March 31, 2019 Page 108 please register to get more info

FINANCIAL INFORMATION
Centerbridge is not required to include a balance sheet for its most recent fiscal year (see Item 5(A)), 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 10 years. please register to get more info