EFTA01386823.pdf

RI N II • 094 Alpha Group Capital LLC The Portfolio Advisor will continue to screen for investment opportunities that meet the Eligibility Criteria and then prioritize them on a relative value basis with the aim of constructing an optimal Portfolio that maintains compliance with its investment guidelines and investment criteria. Due Diligence Process The Portfolio Advisor, on behalf of the Issuer, intends to purchase Collateral Obligations in the primary and secondary markets. In general, the Portfolio Advisor will continue to seek to identify financing opportunities early in the transaction process, which may allow the Portfolio Advisor to have more influence on investment terms than it would for secondary market financing opportunities. The Portfolio Advisor expects to perform detailed due diligence and financial modeling to review investment opportunities. The Issuer's investment process will be designed to efficiently and comprehensively assess the merits and risks of investment opportunities. The investment process generally will emphasize fundamental credit analysis, focusing on asset valuation, cash flow generation relative to leverage, asset coverage and principal preservation. Exhibit 8 below illustrates a typical execution process. Exhibit 8: Investment PrMASS Formal approval to invest sought from IC Investment Committee In dal Review Detailed Due Diligence Structuring and Closing • Screen and diligence to • Analyze induStry trend5 • Foam on key structuring • Deal team presents diode whether to mitialiy and CCOlpethve terms that most diredly investment anannes and pursue or decline a posstming reduce tale and improve recommendation to transaction recovery scenarios n a Investment Commdtee • Build and stress financial default • Assess investment model • Cgscuss meets and Merits indurang infra • Renew legal considerations of sub-sector trends • Scrutnize structure and documeMatice lot wrile petered] irnesenem trammeled risks. quality covenants addressing key credit of sponsor/ *Wes • Conger portfolio • Meet with sponsor and management and construction or management potertat nskechusted • Unanimous IC approval return required • Make end Mee investment Oversight of the investment process will be the responsibility of an Investment Committee (the "IC") of the Portfolio Advisor with respect to the Issuer comprised of experienced infrastructure debt professionals. See Section 9, 'Deutsche Asset Management Infrastructure Platform". Asset Selection and Oversight Each further investment in Collateral Obligations will be required to conform with the Eligibility Criteria and the Investment Criteria required by the applicable Facility, and if the Refinancing occurs, the Portfolio as a whole will be required by its terms to conform with other investment guidelines. The Portfolio Advisor will continue to primarily pursue a hold-to-maturity strategy and seek to manage the Portfolio to maximize returns for the Preferred Shareholders within the constraints of the Investment Guidelines. Highlights of the Issuer's approach are expected to consist of items as shown in Exhibit 9 below. Confidential 22 February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088699 CONFIDENTIAL SDNY_GM_00234883 EFTA01386823