MidOcean Credit Fund Management, LP (the “Adviser”) and its affiliates (collectively, “MidOcean”) was formed in
January 2009 to manage and provide investment advice with respect to MidOcean Credit Opportunity Fund, LP,
MidOcean Credit Opportunity Offshore Intermediate Fund, LP and MidOcean Credit Opportunity Offshore Fund,
LP, (together, the “COF Fund”). Since 2009, the Adviser has formed several other entities including MidOcean
Credit Focus Fund I, LP (the “Focus Fund”), MidOcean Tactical Credit Fund III LP (the “Tactical III Fund”),
MidOcean Tactical Low Volatility Credit Fund I A, LP (the “Tactical Low Volatility Fund”), MidOcean Tactical
Dislocation Fund A, LP (the “Tactical Dislocation Fund”), MidOcean Tactical Solutions Fund, LP (“Tactical
Solutions” and together with the Tactical III Fund, Tactical Low Volatility Fund, and Tactical Dislocation Fund, the
“Tactical Funds”), MidOcean Multi Asset Credit Fund, LP (“MAC”), MidOcean Credit IDF I, LP (the “IDF Fund”),
MidOcean Absolute Return Credit Fund, LP, MidOcean Absolute Return Credit Intermediate Fund, LP and
MidOcean Absolute Return Credit Offshore Fund, LP, (together, the “MARC Fund”), MidOcean CLO Equity
Fund, I LP (the “CLO Equity Fund” and together with the COF Fund, the Tactical Funds, the Focus Fund, the
IDF Fund, and the MARC Fund, the “Funds”). In addition, MidOcean provides advisory services to MidOcean
Credit CLO I, LP, MidOcean Credit CLO II, LP, MidOcean CLO III, LP, MidOcean CLO IV, LP, MidOcean Credit
CLO V, LP, MidOcean Credit CLO VI, LP, MidOcean Credit CLO VII, MidOcean Credit CLO VIII, LP MidOcean
Credit CLO IX, LP, MidOcean Credit CLO X, LP, MidOcean Credit CLO XI, MidOcean Credit CLO XII,
MidOcean Credit CLO XIII (together, the “CLOs”), to two (2) separately discretionary managed accounts (the
“Accounts”), and sub-advisory services to an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “Sub-Advised Account”). The Adviser also provides sub-
advisory services to two undertakings for collective investment in transferrable securities (“UCITS”) funds. As of
December 31, 2023, the Adviser had discretionary assets under management of $7.9 billion.
The Adviser provides services to the Funds, CLOs, and Accounts pursuant to the terms of an advisory agreement
(the “Advisory Agreement”). The Funds, CLOs, Accounts and the Sub-Advised Account are discretionary, and the
Adviser provides investment recommendations. Additionally, the Adviser has entered into an Investment Sub-
Advisory Agreement for the Sub-Advised Account and into an Investment Management Agreement for each of the
UCITS funds. In its role as an advisor or sub-advisor, the Adviser is responsible for researching investment
opportunities, trading in these investment opportunities and arranging for the disposition of each investment in
accordance with the investment guidelines set forth in the Fund’s limited partnership agreement (each, a
“Partnership Agreement”) or the respective Account’s Investment Management Agreement or Investment Sub-
Advisory Agreement. The authority to provide the investment supervisory services is delegated to the Adviser by
the General Partner of each Fund and given to the Adviser for any Account or the Sub-Advised Account through a
separately negotiated managed account agreement (the “Investment Management Agreement” or “Investment Sub-
Advisory Agreement”). The Adviser may engage sub-advisors and may, in its discretion, retain other professionals,
including but not limited to accountants, lawyers and consultants, to assist in rendering any services.
It is anticipated that the Adviser will open up other separately managed accounts where it will have discretion over
the makeup of the portfolio and may act as a sub-advisor to other funds.
The majority of the funds that MidOcean is an Adviser to are open-ended hedge funds that primarily invest in
securities within the credit spectrum. The investment strategy for each Fund is described in the Fund’s private
placement memorandum and is subject to any limitations set forth in the Fund’s Partnership Agreement. The CLOs,
CLO Equity Fund, and Tactical Funds, however, are closed-end funds.
The COF Fund, the Focus Fund, the MAC fund, the CLOs and the Accounts, (together, the “COF
Accounts”) target
investments in bank loans, debt and debt-related securities and other evidences of indebtedness of every kind,
whether publicly traded or privately placed. However, these accounts and funds may execute on this strategy
differently due to different limits, liquidity, leverage and regulatory restrictions.
The Tactical Funds seek to invest in less liquid corporate credit. The Tactical Funds will primarily target high yield
bonds and syndicated senior loans trading at discounts to face value in the secondary markets where the underlying
liquidity in the credit tranches is limited. While not a primary focus, the Tactical Funds may also invest in structured
credit and in equities.
The MARC Fund and the IDF Fund (together, the “MARC Accounts”) seek to generate stable, absolute returns from
a well-diversified portfolio of long and short corporate credit investments. The MARC Accounts will seek to
achieve this objective primarily through investing in corporate bonds, loans, debt-related securities and other
evidences of indebtedness of any kind, whether publicly traded or privately placed. However, these accounts and
funds may execute on this strategy differently due to different limits, liquidity, leverage and regulatory restrictions.
With the exception of the IDF Fund, the MARC Accounts and Tactical Funds may also acquire preferred equity
interests, and may also seek exposure to such instruments synthetically through derivatives, such as swaps, options
and other instruments.
The Adviser also provides sub-advisory services to certain European collective investment schemes pursuant to the
undertakings for collective investment in transferable securities – commonly known as UCITS funds, as well as to
an open-end management investment company registered under the Investment Company Act of 1940, as amended.
Except for any investment restrictions contained in the Partnership Agreements, limited partners generally do not
have the ability to limit the Adviser’s investment authority and generally participate in a Fund’s overall investment
program, although certain limited partners may be excused from participating in certain investments due to
regulatory restrictions. Pursuant to the Advisory Agreements, the Adviser is responsible for identifying investment
opportunities, acquiring each investment and, after consummation, monitoring the progress of, and arranging for the
disposition of, each investment in accordance with the investment guidelines set forth in Partnership Agreements.
The Funds or the General Partners have entered into side letters or other similar agreements (“Side Letters”) with
certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or
supplementing the terms of, the relevant Partnership Agreement with respect to such investors.
From time to time, the Adviser expects to provide (or agrees to provide) certain investors or other persons, including
other sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel and/or
certain other persons associated with the Adviser and/or its affiliates (to the extent not prohibited by the applicable
Partnership Agreement), co-investment opportunities (including the opportunity to participate in co-invest vehicles)
that will invest in certain portfolio companies alongside a Fund.
J. Edward Virtue (“Virtue”) has voting control of the Advisor through his ownership of Ultramar Credit Holdings
Ltd. Virtue has the largest economic ownership of the Adviser which is held through MidOcean Manager Feeder,
LP. A minority interest in the Adviser is indirectly owned by HPC Manager Holdings Investor – Missouri LLC, a
strategic institutional investor, with the remaining interests held by members of MidOcean’s management team.
HPC does not have authority over the day-to-day operations or investment decisions of the Adviser as they relate to
the Funds and Accounts, although it has negotiated certain minority protection and consent rights in connection with
its investment in the Adviser. Although it intends to maintain operations, strategy and investment decisions separate
from HPC, the Adviser generally will have incentives to conduct operations in a manner that benefits HPC.