SSI Investment Management Inc. is a California corporation that has been in business since 1973. Effective April 30, 2019, it restructured by transferring its business to a newly-formed, wholly- owned subsidiary, SSI. Effective May 31, 2019, Resolute, a diversified, multi-affiliate asset management platform acquired a controlling ownership interest in SSI. Resolute owns approximately 52% of SSI, leaving approximately 48% of SSI held by SSI Investment Management Inc. and an entity controlled by SSI officers. SSI, a Delaware limited liability company, serves as an investment adviser to separately managed accounts, investment sub-adviser to open-end management investment companies under the Investment Company Act of 1940, as amended (“1940 Act Funds”) and as a general partner of an investment limited partnership. As noted above, Resolute has a controlling ownership interest in SSI. SSI is a majority-owned asset management subsidiary of Resolute. Resolute is an indirect wholly-owned subsidiary of Resolute Investment Holdings, LLC, which is owned primarily by Kelso Investment Associates VIII, L.P. George M. Douglas is SSI’s Chief Investment Officer & Managing Principal and a material indirect owner of SSI through SSI Investment Management Inc. SSI invests principally, but not solely, in equity, convertible and fixed income securities that are traded publicly in U.S. and non U.S. markets on behalf of its clients, but is authorized to enter into any type of investment transaction that it deems appropriate under the terms of the client’s partnership or other account agreement. As of December 31, 2018, SSI had total discretionary regulatory assets under management of approximately $1,938,348,000 and total non- discretionary regulatory assets under management of approximately $4,041,000. SSI may tailor its services to the needs of individually managed accounts by managing each such account according to the strategy selected by the client. SSI’s discretionary authority may be limited, however, as described in Item 16. The investors in the funds that SSI manages have no opportunity to select or evaluate any fund investments or strategies. SSI selects all fund investments and strategies. please register to get more info

The fees and billing periods for SSI’s different strategies are listed below and are based on annual percentages. SSI’s separate account advisory agreements may be terminated by either party at any time, and the termination is effective normally five business days after receipt of written notice to the other party and in accordance with its investment management agreement. In the event of termination, fees are refunded on a pro rata basis to the date of termination. The limited partners in the partnerships, of which SSI is the General Partner, may withdraw at the end of any quarter with a minimum of 30 days notice. If the partners are permitted to withdraw prior to the end of any quarter, generally, base fees are refundable. In special circumstances, SSI’s fees are negotiable. In some strategies, in addition to base fees which may be lower then discussed below and charged more frequently then semi-annually, a performance fee of up to 20% of profits which may or may not involve a hurdle rate, may be charged. Such performance-based fees are in compliance with Rule 205-3 of the Investment Advisers Act of 1940. STRATEGY MINIMUM BILLING PERIOD FEE SCHEDULE INVESTMENT BASE PERFORMANCE BASE PERFORMANCE
Balanced /
Core Equity
Separate Account $500,000 separate account Semiannually in Advance,

June 1st-Nov. 30th Dec. 1st-May 31st N/A 1.00% Annually Based on Equity at the Beginning of the Billing Period N/A
Convertible Income
Separate Account

$5,000,000 separate account Quarterly In Advance

Jan. 1st-March 31st Apr. 1st-June 30th July 1st-Sept. 30th Oct. 1st-Dec. 31st N/A 1.00% Annually Based on Equity at the Beginning of the Billing Period N/A
Hedged Convertible
Opportunity
Separate Account & Domestic L.P. $5,000,000 separate account / $500,000 LP Quarterly in arrears Jan. 1st-March 31st Apr. 1st-June 30th July 1st-Sept. 30th Oct. 1st-Dec. 31st Quarterly or Annually in arrears based on performance over last (3) or (12) months. 1.00% Annually based on equity at the beginning of the billing period 20% of profits with or without a hurdle.
Flexible Allocation
Separate Account $1,000,000 Quarterly in advance

Jan. 1st-March 31st Apr. 1st-June 30th July 1st-Sept. 30th Oct. 1st-Dec. 31st N/A 1.00% Annually fixed based on equity at the beginning of the billing period N/A
Convertible
Investment /
Investment Grade
Convertible
Separate Account & Domestic L.P. $3,000,000 separate account / $500,000 LP Quarterly In Arrears

Jan. 1st-March 31st Apr. 1st-June 30th July 1st-Sept. 30th Oct. 1st-Dec. 31st N/A Annually 1% computed on the average of the (3) months ending valuation N/A SSI may deduct management fees and performance fees directly from client accounts or may bill a client for such amounts on request. SSI may invest or recommend investments in mutual funds or exchange-traded funds including funds that are managed by SSI. Clients investing in mutual funds or exchange-traded funds will also bear, indirectly as fund shareholders, their proportionate share of the fund’s internal expenses, which include management fees paid to the fund’s adviser. These internal fees and charges are known as the fund’s expense ratio. Each fund’s expense ratio will vary over time and is disclosed in its prospectus. SSI does not receive sales charges from mutual funds or exchange-traded funds as a result of recommending such securities. To the extent that SSI invests client accounts in a fund managed by SSI, SSI will not charge its management fee on the amount invested to avoid duplication of its management fee through the fund. SSI instead receives a management fee described above directly from the Fund.

SSI believes that its fees are competitive with fees charged by other investment advisers for comparable services. Comparable services may be available from other sources for lower fees.

The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to the Employee Retirement Income Security Act of 1974 and that invests in an investment limited partnership of which SSI is general partner, to use the “alternative reporting option” to report SSI’s compensation as “eligible indirect compensation” on the Schedule C of the plan’s Form 5500 Annual Return/Report of Employee Benefit Plan.

In all cases, the pro rata portion of the management fee and the performance fee through the date of termination are charged to the account. All prepaid but unearned advisory fees are refunded on termination of a client’s account. An investor who withdraws from a fund on a date other than the last day of a quarter will generally be refunded the unearned management fee previously paid.

Each account is responsible for its own costs and expenses, including trading costs and expenses (such as brokerage commissions, expenses related to short sales, and clearing and settlement charges), ongoing legal, accounting and bookkeeping fees and expenses, and the fees and expenses charged by any fund administrator for its accounting, bookkeeping and other services. SSI bears its own operating, general, administrative and overhead costs and expenses, other than the expenses described above. please register to get more info

SSI manages accounts that pay performance-based compensation as described in Item 5 and accounts that do not pay performance-based compensation. SSI has a conflict of interest if, in any time period, one fee structure would cause higher fees to SSI than the other fee structure, because SSI would have an incentive to favor the account that would pay the higher fees. To address this conflict, SSI typically allocates all investment opportunities within each strategy on a pro rata basis, based on each account’s assets and investment guidelines. In addition, SSI has policies and procedures to review client account investment allocations on a regular basis. please register to get more info

SSI provides investment advice to registered investment companies, institutions, trusts, endowments, foundation, pension plans, investment funds and high net worth individuals. SSI generally requires a minimum of $2 to $5 million to open an individually managed account, but may waive this minimum. Investors in investment funds are required to invest a minimum of $500,000, but SSI may waive this minimum. please register to get more info

Investment Strategy 1. U.S. Equities.

A. Core Equity - SSI's Core Equity Strategy seeks to produce excess returns above the S&P 500 Index with similar risk. The strategy's investment process combines quantitative and fundamental analysis to identify and select the best portfolio candidates. The portfolio normally holds 80-140 equity positions, which are widely diversified amongst large and mid-cap companies that exhibit strong growth and/or value characteristics.

2. Convertible Securities.

A. Convertible Investment – SSI’s Convertible Investment Strategy seeks to produce excess returns above the ICE BofA ML All U.S. Convertibles Index (VXA0). The strategy's investment process combines quantitative and fundamental analysis to identify and select positions based on relative valuation and risk attributes. Portfolios employing this strategy normally hold 90 – 130 convertible bonds and/or preferreds. All credit ratings are considered. Historically, this strategy over the long term has captured over 2/3 of the stock market appreciation with less risk. B. Investment Grade Convertible – SSI’s Investment Grade Convertible Strategy seeks to produce excess returns above the ICE BofA ML Investment Grade Convertible Index (V0S1). The strategy's investment process combines quantitative and fundamental analysis to identify and select positions based on relative valuation and risk attributes. Portfolios employing this strategy normally hold 35 - 65 investment grade convertible securities. Only candidates that have investment grade credit ratings are considered unless stated in client account agreement. Historically, this strategy has achieved higher returns than traditional fixed income strategies. C. Convertible Income - SSI’s Convertible Income Strategy’s objective is to generate 90-Day Treasury Bills plus 300 basis points, with low to moderate volatility and minimal correlation to major capital markets. The strategy is offered on an unlevered basis as a fixed income substitute. The portfolio normally holds 75-135 convertible bonds and/or preferreds and positions are normally hedged with the common stock of the same underlying company to minimize equity volatility. The strategy has the ability to produce positive returns in both advancing and declining market scenarios. D. Hedged Convertible Opportunity - SSI's Hedged Convertible Opportunity Strategy seeks to generate 90-Day Treasury Bills plus 600 basis points, with moderate to high volatility utilizing up to 3x leverage. The portfolio normally contains 75-135 convertible bonds and/or preferreds and normally each position is hedged with the common stock of the same underlying company to minimize equity volatility. The strategy has the ability to produce positive returns in both advancing and declining market scenarios. 3. Customized Strategies.

A. Flexible Allocation - SSI’s Flexible Allocation Strategy seeks to produce excess returns above a benchmark comprised of 60% of the total return of the S&P 500 and 40% of the Bloomberg Barclays Aggregate Bond Index. The strategy is a balanced multi-asset allocation strategy with a focus on broad market upside participation and the flexibility for downside protection. The strategy invests in a portfolio primarily of Exchange Traded Funds but may include Exchange Traded Notes and other Mutual Funds. The exposure to various asset classes including, but not limited to, equity, fixed income and cash may range from 0-100%.

B. Balanced (Core Equity and Fixed Income) -The Balanced strategy seeks to produce excess returns above a benchmark comprised of 50-70% S&P 500 and 30-50% Bloomberg Barclays Aggregate Bond Index with similar volatility. The strategy's investment process combines quantitative and fundamental analysis to identify and select the best long portfolio candidates. The portfolio normally holds 85-140 equity positions, where the portfolio allocates up to 70% of the portfolio in mid- to large-capitalization stocks, which exhibit strong growth and/or value characteristics. The remaining 30-50% of the portfolio is allocated to high quality bonds including: treasuries, high grade corporates, convertibles and municipal securities. The percentage mix of stocks and bonds is designed to meet our clients' specific needs.

General Disclosure. The investment strategies summarized above represent SSI’s current intentions, are general in nature and are not exhaustive. There are no limits on the types of securities in which SSI may take positions on behalf of its clients, the types of positions that it may take, the concentration of its investments or the amount of leverage that it may use. SSI may use any trading or investment techniques, whether or not contemplated by the expected investment strategies described above. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy, SSI may pursue any objectives or use any techniques that it considers appropriate and in clients’ interest under the terms of the investment management agreement or offering circular. Risk Factors Investing in securities involves risk of loss that clients should be prepared to bear. Below are some of the risks that investors should consider before investing in any account that SSI manages. Any or all of such risks could materially and adversely affect investment performance, the value of any account or any security held in an account, and could cause investors to lose substantial amounts of money. Below is only a brief summary of some of the risks that a client or investor may encounter. Potential clients and investors should review the strategies’ explanatory documents, and (if applicable) a fund’s offering circular, carefully and in their entirety, and consult with their professional advisers before deciding whether to invest. A potential client should discuss with SSI’s representatives any questions that such person may have before opening an account. Based on the strategy, some or all of the following may apply.  Client accounts may not achieve their investment objectives. A strategy may not be successful and investors may lose some or all of their investment.  Investor sentiment on the market, an industry or an individual stock, fixed income or other securities are not predictable and can adversely affect an account’s investments.  An account may hold securities that disappoint earnings expectations and decline, and may short stocks that beat earnings expectations and rise.  SSI may not be able to obtain complete or accurate information about an investment and may misinterpret the information that it does receive. SSI also may receive material, non-public information about an issuer that prevents it from trading securities of that issuer for a client when the client could make a profit or avoid losses.  SSI may engage in hedging, which may reduce profits, increase expenses and cause losses. Price movement in a hedging instrument and the security hedged do not always correlate, resulting in losses on both the hedged security and the hedging instrument. SSI is not obligated to hedge a client’s portfolio positions, and it frequently may not do so.  An account may have higher portfolio turnover and transaction costs than a similar account managed by another investment adviser. These costs reduce investments and potential profit or increase loss.  SSI sells securities short, resulting in a theoretically unlimited risk of loss if the prices of the securities sold short increase.  Management and stockholders of an issuer may sue short sellers to prevent short sales of the issuer’s securities. SSI could be subject to such actions, even if they are baseless, and clients could incur substantial costs defending them.  SSI may use leverage by borrowing on margin, selling securities short and trading futures and derivatives, which increases volatility and risk of loss. These instruments can be difficult to value. An incorrect valuation could result in losses.  SSI may sell covered and uncovered options on securities. The sale of uncovered options could result in unlimited losses.  Counterparties such as brokers, dealers, futures commission merchants, custodians and administrators with which SSI does business on behalf of clients may default on their obligations. For example, a client may lose its assets on deposit with a broker if the broker, its clearing broker or an exchange clearing house becomes bankrupt.  SSI may cause a client to enter into repurchase agreements or reverse repurchase agreements. These instruments can have effects similar to margin trading and leveraging strategies.  SSI may cause clients to invest in securities of non-U.S., private and government issuers. The risks of these investments include political risks; economic conditions of the country in which the issuer is located; limitations on foreign investment in any such country; currency exchange risks; withholding taxes; limited information about the issuer; limited liquidity; and limited regulatory oversight.  Changes in economic conditions can adversely affect investment performance. At times, economic conditions in the U.S. and elsewhere have deteriorated significantly, resulting in volatile securities markets and large investment losses. Government actions responding to these conditions could lead to inflation and other negative consequences to investors.  Some of an account’s positions may be or become illiquid, in which case SSI may not be able to sell such positions.  An account may invest in restricted securities that are subject to long holding periods or that are not traded in public markets. These securities are difficult or impossible to sell at prices comparable to the market prices of similar publicly-traded securities and may never become publicly traded.  A Flexible Allocation strategy account’s investments may not be diversified. Therefore, a loss in any one position, industry or sector in which a fund has invested may cause significant losses.  SSI determines the value of securities held in client accounts, whether or not a public market exists for such instruments. If SSI’s valuation is inaccurate, it might receive more compensation than that to which it is entitled, a new investor in a fund might receive an interest that is worth less than the investor paid and an investor that is withdrawing assets might receive more than the amount to which the investor is entitled, to the detriment of other investors.  SSI and its affiliates and agents generally are not responsible to any client or investor for losses incurred in an account unless the conduct resulting in such loss breached SSI’s fiduciary duty to the client or investor.  There is not and will not be an active market for fund interests. It may be impossible to transfer any such interests, even in an emergency.  A fund may not be able to generate cash necessary to satisfy investor withdrawals. Substantial withdrawals in a short period could force SSI to liquidate investments too rapidly, and may so reduce the size of a fund that it cannot generate returns or reduce losses.  A fund may limit or suspend withdrawals of an investor’s assets from the fund.  A fund may establish a reserve for contingencies if SSI considers it appropriate. Investors may not withdraw or redeem assets covered by that reserve until it is lifted.  No client or investor has been represented by separate counsel. The attorneys who represent SSI or its manager do not represent clients or investors. Clients and investors must hire their own counsel for legal advice and representation.  A fund may dissolve or expel any investor at any time, even if such actions adversely affect one or more investors.  SSI, an administrator or any government agency may freeze assets that any of them believes a client holds in violation of anti-money laundering laws or rules or on behalf of a suspected terrorist, and may transfer such assets to a government agency. None of SSI, a fund or an administrator will be liable for losses related to actions taken in an effort to comply with anti-money laundering regulations.  The funds do not intend to make distributions, but intend instead to reinvest substantially all income and gain. Therefore, an investor may have taxable income from a fund without a cash distribution to pay the related taxes.  Federal, state and international governments may increase regulation of investment advisers, private investment funds and derivative securities, which may increase the time and resources that SSI must devote to regulatory compliance, to the detriment of investment activities.  SSI is not registered with the SEC as a broker-dealer. The equity interests in the funds are not registered under the Securities Act of 1933, and the funds are not registered investment companies under the Investment Company Act of 1940. SSI believes that none of these registrations is required because exemptions are available under applicable law. If a regulatory authority deems that any of these registrations is required, SSI and any fund could be subject to expensive legal action and potential termination. In addition, investors in the funds do not have certain regulatory protection that they would have if these registrations were in place.  SSI’s activities could cause adverse tax consequences to clients and investors, including liability for interest and penalties.  SSI’s activities may cause an account that is subject to the Employee Retirement Income Security Act of 1974 to engage in a prohibited transaction under that Act.  If a limited partnership client becomes insolvent, investors may be required to return with interest any distributions and forfeit any undistributed profits.  SSI and its affiliates may spend time on activities that compete with a fund without accountability to investors, including investing for other clients and their own accounts. If SSI receives better compensation and other benefits from managing other assets or client accounts compared to managing a fund, it has incentive to allocate more time to those other activities. These factors could influence SSI not to make investments on a fund’s behalf even if such investments would benefit the fund.  SSI may provide certain investors or clients more frequent or detailed reports, special compensation arrangements and withdrawal rights that it does not provide to other investors or clients.  SSI and its service providers rely heavily on internal and third-party computer hardware and software, online services, data feeds, trading platforms, and other technology to conduct investment and trading activities, and trade settlement, operations and accounting processes. Disruptions to these systems or resources may make it difficult or impossible to implement SSI’s investment strategy and could materially and adversely affect clients and investors. Examples of such circumstances include natural disasters, terrorism, cybersecurity attacks, public service or utility disruptions such as those caused by fires, floods, earthquakes, market trading halts, systems failures and other extraordinary events.

 Although SSI and its affiliates may employ various computer security measures, there can be no guarantee that they would be successful in fending off cybersecurity attacks from viruses, malware, computer hackers or other malicious corruption of their information technology systems. Cybersecurity disruptions may cause disruptions to business operations, cause losses due to theft or other reasons, interfere with net asset value calculations, impede trading, or lead to violations of applicable privacy and other laws, regulatory fines and penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. SSI cannot control the cybersecurity plans and systems put in place by service providers and the issuers in which its clients invest. Systems can and will be compromised. Any cybersecurity disruption could materially and adversely affect clients and investors. The above is only a brief summary of some of the important risks that a client or investor may encounter. Before deciding to invest in a fund or any account that SSI manages, you should consider carefully all of the risk factors and other information in the fund’s offering circular. please register to get more info

Not applicable. please register to get more info

As noted above, effective May 31, 2019, Resolute, a diversified, multi-affiliate asset management platform comprised of SEC-registered investment advisers and a limited-purpose broker-dealer, acquired a controlling interest in SSI. Resolute owns approximately 52% of SSI, leaving approximately 48% of SSI held by SSI Investment Management Inc. and an entity controlled by SSI officers. SSI serves as the investment sub-adviser to 1940 Act Funds. Pursuant to certain provisions of the Investment Company Act of 1940, SSI may be deemed to control, and may therefore be considered a “related person” of those funds. Certain directors of SSI are also directors of one or more of its affiliated entities. These directors provide corporate governance of SSI’s and other affiliates’ operations. SSI has an affiliated broker-dealer, Resolute Investment Distributors, Inc. (“RID”), which is a limited purpose broker-dealer registered with the Financial Industry Regulatory Authority. RID limits its activities to distribution and marketing of registered investment companies to financial intermediaries and institutional investors and does not perform any securities execution or clearing services. Therefore, SSI will not use RID as a broker when executing any client transactions. American Beacon Advisors, Inc. (“AmBeacon”) is an investment adviser under common control with SSI that sponsors and manages a family of mutual funds. SSI has an incentive to direct its clients’ investments to the funds sponsored or managed by its affiliates to generate fees for its affiliates. Certain affiliated investment advisers are also commodity pool operators, and SSI will not invest client accounts in the affiliated commodity pools. SSI intends to enter a solicitation agreement, pursuant to which SSI will pay referral fees to an affiliated investment adviser for each solicited client that enters and maintains a contractual intermediary relationship or that remains a client of SSI. Please see Item 14 for more information on the compensation arrangements related to client referrals. please register to get more info

Trading
SSI has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment Advisers Act of 1940, which establishes standards of conduct for SSI’s supervised persons. The Code of Ethics includes general requirements that SSI’s supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of client information. It requires supervised persons to comply with the personal trading restrictions described below and periodically to report their personal securities transactions and holdings to SSI’s Compliance Officer, and requires the Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Compliance Officer. Each supervised person of SSI receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each supervised person must certify that he or she complied with the Code of Ethics during the preceding year. Clients and prospective clients may obtain a copy of SSI’s Code of Ethics by contacting Syed Mehdi at 310-595-2000. Under SSI’s Code of Ethics, SSI and its employees may personally invest in securities that SSI purchases for clients and may own securities of issuers whose securities that SSI subsequently purchases for clients. This practice creates a conflict of interest in that any of such persons can use his or her knowledge about actual or proposed securities transactions and recommendations for a client account to profit personally by the market effect of such transactions and recommendations. To address this conflict, except as described in Item 12 regarding aggregating securities transactions, SSI and its employees typically must obtain pre-approval before engaging in most securities transactions. SSI and its employees may also buy or sell specific securities for their own accounts based on personal investment considerations aside from company or industry fundamentals, which SSI does not believe appropriate to buy or sell for clients. SSI solicits investors who may or may not be SSI’s clients to invest in its limited partnership clients. SSI has an incentive to cause a client to invest in a limited partnership instead of an individually managed account because of the reduced expenses and administrative burdens of managing a fund compared to an individually managed account, SSI’s performance compensation from a limited partnership may receive more favorable tax treatment than that from an individually managed account and limited partners have less transparency and liquidity than individual account clients. In addition, if a fund investor also has an individually managed account with SSI that uses an investment strategy that is similar to that of the fund, the investor may use knowledge of the other account’s portfolio to decide if and when to make an additional investment or withdraw assets from the fund at times when other fund investors would have made similar decisions had they had similar transparency. SSI discloses these conflicts of interest to clients and investors. Because SSI manages more than one account, there may be conflicts of interest over its time devoted to managing any one account and allocating investment opportunities among all accounts that it manages. For example, SSI selects investments for each client based solely on investment considerations for that client. Different clients may have differing investment strategies and expected levels of trading. SSI may buy or sell a security for one type of client but not for another, or may buy (or sell) a security for one type of client while simultaneously selling (or buying) the same security for another type of client. SSI attempts to resolve all such conflicts in a manner that is generally fair to all of its clients. SSI may give advice to, and take action on behalf of, any of its clients that differs from the advice that it gives or the timing or nature of action that it takes on behalf of any other client so long as it is SSI’s policy, to the extent practicable, to allocate investment opportunities to its clients fairly and equitably over time. SSI is not obligated to acquire for any account any security that SSI or its employees may acquire for its or their own accounts or for any other client, if in SSI’s absolute discretion, it is not practical or desirable to acquire a position in such security for that account. SSI may also inform clients that they consider a mutual fund which is sub-advised by SSI and from which SSI derives management fees. See Item 5 regarding management fees. please register to get more info

In regard to execution and custody, a client may select its own broker or may elect to custody all of its account assets, and clear all portfolio transactions with respect to its account, through a "Prime Broker." In this event, SSI will have the ability to enter orders to buy and sell securities on behalf of the account through either the Prime Broker or any other registered broker-dealer selected by SSI as the "Executing Broker," with such transaction cleared through the Prime Broker and the securities delivered to the Prime Broker or client-designated custodian for custody. Clients sometimes use brokers as a custodian of their portfolios in order to avoid bank trust or custodian fees and/or to receive other services such as portfolio monitoring. If SSI has discretion in selecting the broker or futures commission merchant that it uses for client transactions and the commission rates that clients pay such brokers and futures commission merchants, in selecting a broker or futures commission merchant for any transaction or series of transactions, SSI may consider a number of factors, including, for example:  net price, clearance, settlement and reputation;  financial strength and stability;  efficiency of execution and error resolution;  block trading and block positioning capabilities;  willingness to execute related or unrelated difficult transactions in the future;  special execution capabilities;  order of call;  offering to SSI on-line access to computerized data regarding clients’ accounts;  computer trading systems.

SSI may also purchase from a broker or futures commission merchant or allow a broker or futures commission merchant to pay for the following (each a “soft dollar” relationship):  research reports, services and conferences, including third-party research fees;  technical data;  consultations;  on-line pricing;  news wire and data processing charges;  quotation services;  custody, recordkeeping and similar services;  proxy voting services; and  computer software. SSI may receive soft dollar credits based on principal, as well as agency, securities transactions with brokers and futures commission merchants or may direct a broker or futures commission merchant that executes transactions to share some of its commissions with a broker or futures commission merchant that provides soft dollar benefits to SSI. SSI may allocate the costs of certain computer equipment and software used for both research and non-research purposes between their research and non-research uses, and use soft dollars to pay only for the portion that SSI allocates to research uses. The services that a Prime Broker may provide include custody, margin financing, clearing, settlement and stock borrowing in accordance with the terms of the prime brokerage and custody agreements entered into with the client (including SSI’s investment fund clients). SSI receives other services from them. These services may include: technology services, capital introduction services, portfolio reporting and access to Electronic Communications Networks. These arrangements are deemed to be part of the prime brokerage services. The clients’ obligations to the Prime Broker and its respective affiliates will be secured by way of a first priority perfected security interest over all of the clients’ assets held in custody by the Prime Broker. The Prime Broker and its respective affiliates may transfer to themselves all rights, title and interest in and to those assets as collateral and may deal with, lend, dispose of, pledge or otherwise use all such collateral for their own purposes. If any of the clients’ investments are registered in the name of a custodian or affiliate due to the nature of the law or market practice of a particular jurisdiction, such investments will not be segregated from the custodian’s or affiliate’s own investments and if such custodian or affiliate becomes insolvent, the client may not be able to recover such equivalent investments in full. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment advisers who use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the adviser in performing investment decision-making responsibilities. Conduct outside of the safe harbor of section 28(e) is subject to the traditional standards of fiduciary duty under state and federal law. If SSI uses commission dollars to pay for products or services that provide administrative or other non- research assistance to itself or its affiliates, such payments may not fall within the section 28(e) safe harbor. SSI may pay to a broker or futures commission merchant commissions and mark-ups that exceed those that another broker or futures commission merchant might charge for effecting the same transaction because of the value of the brokerage, research, other services and soft dollar relationships that such broker or futures commission merchant provides. SSI determines in good faith that such compensation is reasonable in relation to the value of such brokerage, research, other services and soft dollar relationships, in terms of either the specific transaction or SSI’s overall fiduciary duty to its clients. An account may, however, pay higher commissions and mark-ups than are otherwise available or may pay more commissions or mark-ups based on account trading activity. The research and other benefits resulting from SSI’s brokerage relationships benefit SSI’s operations as a whole and all accounts that it manages, including those that do not generate the soft dollars that pay for such research and other benefits and accounts of clients that direct SSI to use a broker or futures commission merchant that does not provide SSI with soft dollar services. SSI is not able to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits that the accounts generate. SSI’s relationships with brokers and futures commission merchants that provide soft dollar services influence SSI’s judgment and create conflicts of interest in allocating brokerage business between firms that provide soft dollar services and firms that do not, and in allocating the costs of mixed-use products between their research and non-research uses. SSI has an incentive to select or recommend a broker or futures commission merchant based on SSI’s interest in receiving soft dollar services rather than clients’ interest in receiving the most favorable execution. These conflicts of interest are particularly influential to the extent that SSI uses soft dollars to pay expenses it would otherwise be required to pay itself. SSI addresses these conflicts of interest by evaluating the trade execution services that SSI receives from the brokers and futures commission merchants that it uses to execute trades for clients on an annual or more frequent basis. Such evaluation includes comparing those services to the services available from other brokers and futures commission merchants. SSI considers, among other things, alternative market makers and market centers, the quality of execution services, the value of continuing with various soft dollar services and adding or removing brokers or futures commission merchants, increasing or decreasing targets for each broker or futures commission merchant and the appropriate level of commission rates. SSI may aggregate securities sale and purchase orders for a client with similar orders being made contemporaneously for other accounts that SSI manages or with accounts of its affiliates. In such event, SSI may charge or credit a client the average transaction price of all securities purchased or sold in such transactions. As a result, however, the price may be less favorable to the client than it would be if SSI were not executing similar transactions concurrently for other accounts. SSI may also cause a client to buy or sell securities directly from or to another client, if such a cross-transaction is in the interests of both clients. SSI may direct a certain amount of brokerage to a broker or futures commission merchant in return for the broker’s or futures commission merchant’s referral of prospective clients or investors. Directing brokerage in exchange for client or investor referrals creates a conflict of interest in that SSI has an incentive to refer its clients’ brokerage business to brokers and futures commission merchants to which it might not otherwise direct transactions. If a client directs SSI to use a specific broker, the client may not allow SSI to negotiate the terms and conditions (including, among others, commission rates) relating to the services provided by such broker. As such, SSI is not responsible for obtaining from any such broker the best prices or particular commission rates. A client that directs SSI to use a specific broker may not be able to participate in aggregate securities transactions and may trade after such aggregate transactions and receive less favorable pricing and execution. The client may pay higher commissions and mark-ups than it would pay if SSI had discretion to select broker-dealers other than those that the client chooses. please register to get more info

In general: On a regular and systematic basis, the portfolio managers formally review every account in detail. On a formal and an informal basis, the portfolio managers review industry and economic outlooks to match the current view with the individual portfolios. Each account’s cash balance is reviewed daily as investment decisions are formulated. The reviewers include George M. Douglas, Chief Investment Officer & Managing Principal; Ravi Malik, Portfolio Manager; Mike Opre, Portfolio Manager; Florian Eitner, Portfolio Manager; Kenneth R. Raguse, Portfolio Manager; Steve Wachtel, Portfolio Manager, Alexander W. Volz, Portfolio Manager, Dagney Hollander, Portfolio Manager, Tim Ruiz, Portfolio Manager, and Ethan Ganz, Portfolio Manager. Clients receive portfolio reports with holdings, transactions, and performance on a quarterly basis. Additional reports are provided annually. Explanatory letters are furnished to clients on a quarterly basis. Investors in investment funds receive quarterly performance reports. please register to get more info

SSI intends to engage an affiliated investment adviser to solicit and refer financial intermediaries and other clients who desire to utilize the advisory services provided by SSI. Pursuant to the solicitation agreement, SSI will pay its affiliate a percentage of all investment advisory fees it receives from the solicited client. SSI will continue to pay its affiliate for so long as the solicited client either maintains a contractual intermediary relationship with SSI or remains a client. In such cases, this practice is disclosed in writing to the client and SSI complies with the other requirements of Rule 206(4)-3 under the Investment Advisers Act of 1940, to the extent required by applicable law. please register to get more info

The custodian of each individually managed account sends account statements at least quarterly to the client. Each client should carefully review those statements and compare them with the statements that such client receives directly from SSI. please register to get more info

SSI has discretionary authority to manage investment accounts on behalf of clients pursuant to a grant of authority in each fund’s limited partnership agreement or a limited power of attorney in each client’s account agreement. Except for SSI’s limited partnership clients, such discretion is limited by the requirement that clients advise SSI of:  the investment objectives of the account;  any changes or modifications to those objectives; and  any specific investment restrictions relating to the account. A client must promptly notify SSI in writing if the client considers any investments recommended or made for the account to violate such objectives or restrictions. A client may at any time direct SSI to sell any securities or take such other lawful actions as the client may specify to cause the account to comply with the client’s investment objectives. In addition, a client may notify SSI at any time not to invest any funds in the client’s account in specific securities or specific categories of securities. please register to get more info

SSI votes all proxies on behalf of each account over which SSI has proxy voting authority based on SSI’s determination of such account’s best interests. In determining whether a proposal serves an account’s best interests, SSI considers a number of factors, including:  the proposal’s economic effect on shareholder value;  the threat that the proposal poses to existing rights of shareholders;  the dilution of existing shares that would result from the proposal;  the effect of the proposal on management or director accountability to shareholders; and  if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual. SSI abstains from voting proxies when SSI believes that it is appropriate to do so. If a material conflict of interest over proxy voting arises between SSI and a client, SSI will vote all proxies in accordance with the policy described above. If SSI determines that this policy does not adequately address the conflict of interest, SSI will notify the client of the conflict and request that the client consent to SSI’s intended response to the proxy solicitation. If the client consents to SSI’s intended response or fails to respond to the notice within a reasonable time specified in the notice, SSI will vote the proxy as described in the notice. If the client objects in writing to SSI’s intended response, SSI will vote the proxy as the client directs. A client can obtain a copy of SSI’s proxy voting policy and a record of votes cast by SSI on behalf of that client by contacting SSI. please register to get more info

Not Applicable.
Item 19. Requirements for State-Registered Advisers
All of the information required by this Item is disclosed elsewhere in SSI’s Form ADV.
Privacy Policy
SSI and the investment limited partnerships for which it serves as general partner:  collect non-public personal information about their clients and investors from the following sources:  information received from clients or investors on applications or other forms, and  information about clients’ or investors’ transactions with SSI, its affiliates or others;  do not disclose any non-public personal information about their clients or investors or former clients or investors to anyone, except as permitted by law;  restrict access to non-public personal information about their clients and investors to their employees who need to know that information to provide services to clients; and  maintain physical, electronic and procedural safeguards that comply with federal standards to guard clients’ and investors’ personal information. Item 1 Cover Page
George Michael Douglas
8th Floor
Beverly Hills, CA 90210
310-595-2000
George Michael Douglas; 3/5/51; B.A. Mathematics from University of Wisconsin-Madison 1976, M.S. Statistics from University of Wisconsin-Madison 1977, M.B.A. Finance from University of Wisconsin-Madison 1978; Chief Investment Officer of SSI since February, 1994; Portfolio Manager for CS First Boston Asset Management from Nov. 1992 to Feb. 1994; Chief Investment Officer for Structured Asset Management from Feb. 1990 to Nov. 1992; Senior Vice President & Director of Research for Drexel Burnham Lambert from Dec. 1980 to Feb. 1990.
Item 3 Disciplinary Information
Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable.
Ravi Malik
Beverly Hills, CA 90210
310-595-2000
Ravi Malik; 6/8/60; B.A. Math/Economics from Punjab University 1980; PGDBA Management from Indian Institute of Management 1983; MBA Finance from University of California Los Angeles 1995; Portfolio Manager since March 2009 for SSI; Managing Director & Senior Portfolio Manager of Froley Revy from 2000 to February 2009; Senior Vice President & Portfolio Manager of Froley Revy from 1998 to 2000.

Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable.
Dagney Marie Hollander
Beverly Hills, CA 90210
310-595-2000
Dagney Marie Hollander; 9/11/1978; BS in Finance from California State University Northridge 2001; Portfolio Manager of Hedged Convertible Income Strategy since August 2013; Portfolio Manager of Hedged Convertible Opportunity Strategy since April 2012; Senior Analyst since February 2007 for SSI; Convertible Research Analyst from July 2006 to January 2007; Convertible Trading Assistant from January 2002 to June 2006; Marketing Assistant/Database Coordinator June 2001 to December 2001.
Item 3 Disciplinary Information
Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable.
Kenneth R. Raguse
Beverly Hills, CA 90210
310-595-2000
Kenneth R. Raguse; 8/13/67; B.S. Economics from University of Wisconsin-Madison 1989; M.S. Business/Finance from University of Wisconsin-Madison 1994; Portfolio Manager since July 2006 for SSI; Vice President and Portfolio Manager from August 1997 to June 2006; Portfolio Analyst from July 1994 to July 1997; Registered Rep for First Securities Corp. from Sept. 1989 to Sept. 1991. Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Syed Mehdi, SSI’s chief compliance officer whose telephone number is 310-595-2000, Not Applicable.
Alexander Worthington Volz
Beverly Hills, CA 90210
310-595-2000
Alexander Worthington Volz; 12/16/73; B.A. Economics from Vanderbilt 1996; Portfolio Manager & Convertible Trader for SSI since 2006 and Vice President & Convertible Trader since March 2002. Convertible Trader for Southern Trading Partners and Wachovia Securities from April 1997 through January 2002. Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable.
Michael Joseph Opre
Beverly Hills, CA 90210
310-595-2000
Michael Joseph Opre; 2/27/66; B.A. English from University of California Los Angeles 1989; MBA Finance from University of California Los Angeles 1996; Portfolio Manager since November 2011 for SSI; Vice President Sr. Investment Manager for Wells Fargo Private Bank from June 2008 to November 2011; Sr. Vice President Portfolio Manager for Froley, Revy Investment Company from 2005 to June 2008; Vice President Portfolio Manager / Research Analyst for Froley, Revy Investment Co. from 1999 to 2005; Research Analyst for Froley, Revy Investment Co. from June 1998 to 1999; Research Analyst at Pacific Strategic Fund Group from June 1996 to June 1998.
Item 3 Disciplinary Information
Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Syed Mehdi, SSI’s chief compliance officer whose telephone number is 310-595-2000, Not Applicable. Item 1 Cover Page
Florian Eitner
8th Floor
Beverly Hills, CA 90210
310-595-2000
Florian Eitner; 6/27/74; B.A. Economics from Northwestern University 1997, M.B.A. Finance and Student Investment Fund Fellow UCLA Anderson School of Management 2004; Portfolio Manager at SSI since September 2013; Associate Portfolio Manager from March 2010 to August 2013; Senior Analyst from March 2009 to February 2010 for SSI; Vice President/Senior Analyst at Froley Revy Investment Company from May 2003 to February 2009; Leveraged Finance Associate at Lehman Brothers Europe from May 1999 to August 2002; member of the Chicago Mercantile Exchange options trading team at CTC, LLC from 1997-1998.
Item 3 Disciplinary Information
Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable. Item 1 Cover Page
Stephen Robert Wachtel
Beverly Hills, CA 90210
310-595-2000
Stephen Robert Wachtel; 11/2/73; B.S. Finance from Lehigh University 1995; MBA Finance from University of California Los Angeles 2000; Portfolio Manager for SSI since March 2012 and Senior Analyst since August 2010; Vice President & Analyst for Froley Revy from June 2000 to March 2007. Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable.
Timothy Ruiz
Beverly Hills, CA 90210
310-595-2000
Timothy Ruiz; 8/3/64; BS Finance California State University Los Angeles 1991; Portfolio Manager for SSI since March 2012; Portfolio Analyst & Equity Trader since March 1997 for SSI; Equity Trader & Trading Operations Associate from January 1992 to February 1997 for SSI; Investment Operations Assistant at RTC Columbia Savings & Loan July 1991 to Jan 1992. Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Not Applicable.
Ethan Ganz
8th Floor
Beverly Hills, CA 90210
310-595-2000
Ethan Ganz; 8/8/81; BA Political Science Pomona College Los Angeles 2003; Portfolio Manager at SSI since September 2017; Associate Portfolio Manager from August 2015 to August 2017; Senior Analyst from February 2014 to July 2015 for SSI; Analyst from March 2009 to January 2014 for SSI; Analyst from January 2004 to February 2009 at Froley Revy Investment Company.

Not applicable.
Item 4 Other Business Activities
Not applicable.
Item 5 Additional Compensation
SSI may pay additional compensation from time to time, based on the supervised persons performance or based on clients referred by a supervised person.
Item 6 Supervision
Syed Mehdi, SSI’s chief compliance officer whose telephone number is 310-595-2000, Not Applicable. 4446\001\1790465.2 please register to get more info