A. Firm Description
Each of Nassau Private Credit LLC, a Delaware limited liability company (“NPC”), and Nassau Private Credit GP LLC, a Delaware limited liability company (“NPCGP” and, together with NPC, the “Firm”), was founded in December 2018, and commenced operations in February 2019. The Firm has a principal place of business in Darien, Connecticut, and each of Bruce C. Brittain and Russell C. Pemberton serves as a Managing Director and Portfolio Manager. Each of NPC and NPCGP is a wholly-owned subsidiary of Nassau Corporate Credit LLC, a Delaware limited liability company (“NCC”). NCC is a subsidiary of Nassau Asset Management LLC, a Delaware limited liability company (“NAM”), which is itself a wholly-owned subsidiary of Nassau Financial Group, L.P., a Cayman Islands exempted limited partnership (“Nassau Group”). Nassau Group is a subsidiary of Nassau NAMCO Splitter, L.P., a Cayman Islands exempted limited partnership (“NAM Splitter”), and NAM Splitter is owned and controlled by certain private investment funds sponsored and managed by Golden Gate Private Equity, Inc. NAM was founded by Phillip J. Gass and Kostas Cheliotis in 2015.
B. Types of Advisory Services
The Firm provides discretionary investment advisory services to privately offered investment funds (each a “Fund”) and separately managed accounts (together with the Funds and the Firm’s other investment advisory clients, the Firm’s “clients”). As of the date of this Form ADV Part 2A firm brochure, NPC and NPCGP serve as the investment manager and general partner, respectively, for Nassau Private Credit Master Fund LP. The Firm’s investment advisory services primarily focus on investments in debt and equity tranches of collateralized loan obligation issuers (“CLOs”), as well as investments in loan accumulation facilities which serve as a precursor to a CLO transaction. The Firm may also, in the future, provide additional types of investment advisory services or may provide services to additional types of clients.
C. Availability of Customized Services
The Firm tailors its advisory services to each client’s needs and investment mandates, which are specified in the relevant offering materials, investment advisory agreements, organizational agreements and/or other governing documents. The offering documents for each Fund describe the terms and conditions of the Fund, including fees and risk factors, and should be read carefully prior to investment. No offer to sell interests in the Funds is or will be made by the descriptions in this brochure, and Funds are available only to investors that are properly qualified. While much of this brochure applies to all of the Firm’s clients, certain information included herein applies to specific clients only. Thus, it is crucial for any client, prospective client, Fund investor or prospective Fund investor to closely review the applicable investment advisory agreement, offering document, organizational agreement or other governing documents with respect to, among other things, the terms, conditions and risks of investing.
D. Wrap Fee Programs
The Firm does not participate in wrap fee programs.
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E. Assets Under Management
As of December 31, 2019, the Firm managed approximately $62,062,757, of which amount approximately $24,760,423 was managed on a discretionary basis and approximately $37,302,334 was managed on a non- discretionary basis. please register to get more info

A. Compensation
The Firm is compensated for investment advisory services it provides based on a percentage of the assets managed by the Firm on behalf of a client and through performance-based compensation. Compensation to the Firm for services provided to Funds takes the form of management fees and carried interest. Such compensation may be paid to the Firm or an affiliate of the Firm. The Firm may waive, reduce or otherwise modify the management fee and/or incentive compensation for any investor in a Fund, and will do so for affiliates of the Firm. In addition, the Firm will likely occasionally enter into a side letter arrangement with certain Fund investors, in which the Firm may grant such investors with preferential terms.
B. Payment of Fees
Management fees paid by the Funds are based on the aggregate adjusted book value of the assets owned by the Funds and paid quarterly in advance. Incentive fees paid by the Funds will be payable later in the Funds’ lives after investors have received a specified preferred return. Management fees and incentive fees paid by other Firm clients are tailored for each such other client. Although the foregoing is a brief summary of the management fee and incentive compensation arrangements applicable to the Firm’s clients, please note that this brief summary is not a substitute for the detailed terms provided in the advisory agreement, offering document, organizational agreement or other governing documents of each of the Firm’s clients. Clients, prospective clients, Fund investors and prospective Fund investors should therefore review the applicable advisory agreement, offering document, organizational agreement or other governing documents carefully because such documents, and not the summary in this brochure, describe more specifically the fees such client will pay.
C. Additional Expenses
The expenses paid by the Firm’s clients are set forth in detail in the advisory agreement, offering document, organizational agreement or other governing documents of the relevant client. Such expenses may differ among and within clients. Thus, although the following is a summary of expenses the Firm’s clients may generally bear, it is not an exhaustive or complete list with respect to all clients. Clients, prospective clients, Fund investors and prospective Fund investors should therefore review the applicable advisory agreement, offering document, organizational agreement or other governing documents carefully because such documents, and not the summary in this brochure, describe more specifically the expenses such client will bear. Generally, it is expected that each of the Funds and other Firm clients will bear its own organizational, operating and other expenses, which may include, but not be limited to:  Organizational and start-up expenses, including legal, accounting, travel, filing and other organizational expenses, associated with the formation of the Fund, any parallel fund or vehicle and the Fund’s general partner;
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 costs and expenses arising out of the offering and sale of Fund interests, including travel expenses and expenses of negotiating and preparing agreements with, responding to requests from (e.g., responses to due diligence questionnaires) and preparing communications with, potential and existing investors; amending or supplementing the offering materials and partnership agreements to reflect the issuance of new interests (including series thereof), preparing marketing and other materials and the use of placement agents;  fees, costs, expenses and liabilities arising out of, related to or attributable to the identification, development, analysis, evaluation, negotiation, acquisition/purchase, holding and monitoring (e.g., interest and related expenses and recordkeeping risk management, custodial, bank service, depository, trustee and other administration fees, costs and expenses), valuation, maintenance, custody, financing, refinancing, structuring, restructuring, sale, settlement, transfer, disposition or realization of investments, including all fees and expenses of legal counsel, financial advisers and other service providers incurred in connection therewith (regardless of whether such service providers are affiliates of the Firm) and other transaction related expenses such as investment-related travel and lodging expenses, news and quotation service expenses (including service contracts for quotation equipment, hardware and software), appraisal fees, consulting fees, rating agency expenses, pricing and valuation fees, loan fees, escrow fees, private placement fees, arranger fees, syndication fees, investment banking fees, commitment fees, servicing fees, brokerage and finders’ fees, costs and expenses, commissions, mark-ups or mark-downs, interest and clearing and settlement fees, transfer taxes and premiums, underwriting commissions and discounts, breakup fees (including reverse breakup fees), and other due diligence expenses, in each case, whether or not the investments are consummated (including amounts that might otherwise have been borne directly or indirectly by potential co-investors were such transactions consummated as determined by the Firm in its sole discretion);  fees, costs and expenses arising out of or related to structuring or restructuring potential and actual transactions or investments, unconsummated investments and temporary investments (including, without limitation, tax and legal advice and services related to conducting due diligence, researching, evaluating, negotiating, acquiring or disposing of investments and any consultation and licensing fees specific to applications (or other software) used in evaluating investments);  fees, costs and expenses associated with structuring, organizing, maintaining, operating and winding up investment vehicles, subsidiaries, other entities and accounts through which the Fund makes investments, whether or not actually formed or used (e.g., formation and organizational expenses, expenses related to the maintenance of offering documents and disclosure, trustee expenses and administrator expenses);  fees, costs and expenses of service providers, such as legal, filing, accounting, bookkeeping, tax compliance (including compliance with Sections 1471 through 1474 of the Code and related intergovernmental agreements) and preparation, auditing, banking, transfer agency, consulting, regulatory, valuation firms and financial modeling services, and other professional service providers;  investment or trading related fees, costs and expenses of prime brokers and futures commission merchants and commodities brokers, including brokerage commissions or spreads, loan origination fees or finders’ fees, clearing and settlement charges, custodian fees or other transaction fees and costs in connection with investments and trading;  fees, costs and expenses of pricing, data and exchange services and memberships and support services (including data processing, trading, settlement and other related services), including
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information technology hardware, software, licensing fees or other technology-related services incorporated into the cost of obtaining such services;  fees, costs, expenses and liabilities of information technology services relating to the ongoing management of investments (including information technology hardware, software or licensing fees related to such services), including fees, costs and expenses of third-party P&L or risk analytics, portfolio monitoring and analytics, cash flow modeling and analytics, order, trade, and commission management products and services (including the fees, costs and expenses of risk management and trading software or database packages), third-party cloud storage services fees, third-party data (such as Bloomberg, Kanerai, Intex, Market Partners and KMI) and interface fees and user license fees of the investment professionals;  all principal amounts of, and interest and commitment expenses on, borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in collateral security structuring, obtaining lines of credit, loan commitments, and letters of credit for a Fund (including ongoing servicing costs, such as trustee fees, letters of credit and facility fees and bank charges) and in making, carrying, funding and/or otherwise resolving investment guarantees), and all other fees, costs, expenses and other liabilities associated with Fund borrowings, financing arrangements or other indebtedness, guarantees or credit supports, including the arranging and maintenance thereof, whether incurred by the Fund or incurred or facilitated by a special purpose vehicle that makes investments;  costs and expenses of any independent investor representative (including, without limitation, any advisory committee), including the reasonable travel-related costs and expenses (such as lodging and meals) and other reasonable costs and expenses incurred by any member of an advisory committee in connection with such member’s service on the advisory committee;  hedging or hedging-related fees, costs and expenses;  fees, costs and expenses in connection with regulatory, licensing or similar matters in any jurisdiction (e.g., expenses related to anti-money laundering monitoring, expenses related to investor-related compliance obligations, and expenses related to investment-specific or other regulatory filings), including without limitation the SEC, the CFTC, the NFA, the Financial Industry Regulatory Authority, the U.S. Internal Revenue Service, the U.S. Treasury and other U.S. national, state, provision or local regulatory authorities or bodies in any country or territory (for example, “blue sky” and “world sky” requirements, Directive 2011/61/EU on Alternative Investment Fund Managers, FATCA, SEC Form PF, Form D, compliance programs, examinations, regulatory inquiries, Hart-Scott-Rodino filings and other regulatory filings or compliance with regulatory requirements, including any depository expenses and registered office filing fees), provided that the costs of the Firm’s general compliance with the Advisers Act, such as the preparation and updating of Form ADV, will be borne by the Firm;  fees, costs and expenses relating to investor communications, relations and reporting (including, without limitation, any and all fees, costs and expenses incurred in connection with the preparation and delivery of a Fund’s financial statements, reports or tax returns, including mailing and printing costs or the fees, costs and expenses of establishing and maintaining a secure website or other electronic methods of reporting), fees, costs and expenses associated with shareholder activism (such as public relations and proxy research and voting services and solicitation expenses) and the costs and expenses of annual and other Fund meetings (not including the individual expenses of the investors);  fees and expenses of the Firm, any administrator, any custodian and other similar service providers (including Shared Services Providers, as defined herein), including the Management
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Fee and any performance-based compensation paid to the Firm and the administration fee of the administrator;  fees, costs and expenses of insurance and insurance premiums (including, without limitation, directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance, financial institutions bond insurance and other similar policies or insurance for the benefit of a Fund, the Firm, or any of their affiliates), including in respect of investments and/or personnel of the Firm and its affiliates;  taxes, fees, costs or other charges payable by or with respect to or levied against a Fund, its investments (including, without limitation, U.S. and non-U.S. governmental agency fees and charges, including real estate, stamp or other transfer taxes);  any fees, costs, expenses, interest or charges incurred in connection with any tax audit, investigation, settlement or review of a Fund and incurred by the Firm or its designee in their capacity as the Fund’s “partnership representative” or any similar role under applicable state, local or non-U.S. tax law;  any fees, costs and expenses for services that an investor requires the Firm to obtain;  fees, costs and expenses incurred in connection with or relating to the issuance, transfer, withdrawal or other change relating to interests in a Fund, and any fees, costs or other expenses related to distributions of Fund assets associated with such interests;  extraordinary fees, costs and expenses such as expenses associated with any litigation, regulatory-related matter, investigation or an indemnification or contribution obligation (including, without limitation, settlements, fines, advances, judgments and similar expenses) related to a Fund;  any other fees, costs or expenses of a Fund that are not otherwise expressly assumed by the Firm or that, in the sole determination of the Firm are reasonably incurred in connection with or otherwise arising out of or that are related to the operations or activities of a Fund, including but not limited to broken deal expenses (including those allocable to co-investors that have not agreed to bear broken deal expenses); and  Other costs, expenses and fees to be described in the offering documents, investment advisory agreement or applicable organizational or governing document of a Fund or other client. Expenses to be borne by more than one client will be allocated across the applicable clients in a manner determined by the Firm to be fair and equitable and consistent with its policies and procedures, generally pro rata based on the size of the applicable investment, client or account (as applicable).
D. Advance Payment of Fees
Certain of the Firm’s clients pay management fees in advance. Management fees for partial periods will be pro-rated. Generally, investors in the Funds will not be permitted to withdraw capital or require that a Fund redeem their investment in such Fund, with the result that no advisory contract is expected to be terminated before the end of the billing period and, therefore, management fees paid in advance in respect of Funds are not expected to be refunded. Management fees that are paid in advance in respect of separately managed accounts may be refunded if the related advisory contract is terminated before the end of a billing period and the terms of such advisory contract so provide.
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E. Compensation for Sale of Securities or Other Investment Products
Neither the Firm nor any of its supervised persons receives any transaction-based compensation for the sale of investment instruments. A description of the brokerage and other transaction costs that are borne by Firm clients is in Item 12 of this brochure. please register to get more info

As described in Item 5 above, the Firm and/or its affiliates may receive compensation from clients in the form of performance-based compensation. However, such performance-based compensation may not be charged in the same amount or manner for all clients. The variation of performance-based compensation structures among clients may give rise to conflicts of interest. For example, variations create an incentive for the Firm to (i) disproportionately allocate time, services or functions to, (ii) direct the best investment ideas to, or (iii) allocate the sequence of trades in favor of, clients that have a performance-based compensation arrangement more favorable to the Firm. The Firm is committed to allocating investment opportunities on a fair and equitable basis and has established policies and procedures to address such conflicts of interest. These policies and procedures are described in more detail in Item 11 of this brochure. please register to get more info

The Firm’s primary activity is to provide investment advisory services to Funds, which are pooled investment vehicles generally offered to investors that are, in the case of U.S. investors, “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Firm generally provides investment advice to the Funds and not individually to the investors in the Funds. The Firm may also advise separately managed accounts for institutional or other investors. With respect to any client that is a Fund or other pooled investment vehicle, minimum subscription or investment amounts are disclosed in the relevant offering memorandum or other documentation. please register to get more info

The descriptions set forth in this brochure of specific advisory services that the Firm offers to its clients, and investment strategies pursued and investments made on behalf of its clients, should not be understood to limit in any way the Firm’s investment activities. The Firm may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that it considers appropriate, subject in each case to the relevant client’s investment objectives and guidelines.
A. Methods of Analysis and Investment Strategies
Generally, the Firm seeks to generate absolute returns by strategically acquiring, holding and disposing of investments (“Portfolio Investments”) representing control positions in the most subordinated tranches of CLOs, typically “equity” issued by CLOs (“CLO Equity”) as well as CLO debt instruments. The Firm anticipates that CLOs will be managed by third parties affiliated and unaffiliated with the Manager (“CLO Managers”). The Firm may also invest in (i) any debt and/or equity tranches of CLOs via primary and/or secondary market transactions, (ii) interests issued by CLO Managers or their related entities (including the
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right to share in fees or other revenue earned by such entities) and/or (iii) financings in connection with the establishment of warehouses (such as a warehouse facility via the provision of first loss capital (“Warehouse Equity”)), used to aggregate assets prior to the issuance of a CLO or a loan accumulation facility (a “Warehouse Arrangement” and, together with CLO Equity and other debt and equity tranches of CLOs, “CLO Interests”). Upon the issuance of a CLO and the unwinding of the corresponding Warehouse Arrangement, the Firm may convert some or all of the clients’ Warehouse Equity into a portion of the CLO Equity and/or debt of such CLO issuance.

CLO Equity is typically the most subordinate position in the CLO capital structure and is typically entitled to the residual cash flows, which are intended to be treated as equity for U.S. federal income tax purposes. The Firm will seek control positions in connection with investments in CLO Equity, typically through the acquisition of a majority or supermajority of the CLO Equity issued on the CLO closing date. Control investments in CLO Equity will typically be acquired in the primary market, generally as the culmination of a structuring process initiated prior to any investment by a Fund in the CLO. During the structuring phase, the Firm will identify what it believes to be skilled CLO Managers, and seek to work with them, alongside arranging banks and other market participants, to facilitate deal flow and execution and to structure the CLO issuance. The Firm believes that it can offer CLO Managers a reliable source of equity capital for the long term and an experienced team with extensive knowledge of the CLO market. To the extent a client is an investor in CLO Equity with a controlling stake in the equity of the CLO, the Firm, on behalf of the client, may be able to exercise certain rights with respect to the CLO, subject to the conditions set forth in the CLO transaction documents. The timely exercise of these rights, which may include the right to refinance or reprice certain CLO tranches, to restructure the terms of the rated tranches of a CLO, to require the CLO issuer to redeem CLO Interests or to direct and/or control certain actions can have a significant impact on returns to a holder of CLO Equity. The Firm expects that opportunities to refinance will be influenced over time by the widening or tightening of loan credit spreads and CLO liability spreads. The Firm also believes that opportunities to call transactions will typically occur as CLO issuances extend beyond their reinvestment periods and roll down the credit yield curve. The Firm believes that acquiring a controlling stake in the equity of a CLO will enable the Firm to monitor for these opportunities and to exercise rights to protect clients’ investments. Investments in CLO debt and equity tranches may be made in connection with an initial issuance of a CLO or opportunistically in the secondary market, including to take advantage of market volatility. In implementing a Fund’s investment program, the Firm may cause the Fund to borrow or otherwise incur leverage (directly or indirectly) and the Firm may structure the Fund’s Portfolio Investments through the use of one or more special purpose vehicles. Despite the Firm’s methods, clients and investors in Funds should be aware that investing in securities and other investment instruments involves risk of loss that clients and such investors should be prepared to bear.
B. Material Risks of Investment Strategies
The investment strategies the Firm uses entail substantial risks, including, but not limited to, those identified below. Further details regarding these risks and other applicable risk factors are included in the offering and/or other documents of the Funds for which the Firm performs investment advisory services, or in the advisory agreement or other documentation furnished to other clients. Clients, prospective clients, Fund investors and prospective Fund investors are advised to carefully review all risk factors described in such documents. The following is not intended to supersede the material contained in such documents. Dependence on Key Individual and Other Personnel. The success of the Firm’s clients will depend upon the ability of the Firm, particularly those of Mr. Brittain and Mr. Pemberton, to develop and implement
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investment strategies that achieve the Firm’s clients’ investment objectives. If the Firm was to lose the services of Mr. Britain or Mr. Pemberton, the consequences to its clients could be material and adverse. Furthermore, the employees of the Firm are shared employees made available to it under a Shared Services Agreement with affiliates (the “Shared Services Providers”). The Firm is relying extensively on the experience, relationships and expertise of these persons over which it does not have direct control. There can be no assurances that these people will remain with the Shared Services Providers or will otherwise continue to be able to carry on their current duties to the Firm under the Shared Services Agreement or that the Shared Service Providers will be able to attract and retain replacements or additional persons when needed. The loss of the services of one or more of these professionals could have an adverse impact on the ability of the Firm to perform its duties. Reliance Upon Relationships with Investment Banks, Commercial Banks and CLO Managers The Firm depends on its relationships with investment banks, commercial banks and CLO Managers, and clients will rely to a significant extent upon these relationships to provide them with potential investment opportunities. If the Firm fails to maintain its existing relationships or develop new relationships with other sources of investment opportunities, the Firm may not be able to grow its clients’ investment portfolios. In addition, individuals with whom the Firm has relationships are not obligated to provide the Firm’s clients with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for clients. Business and Regulatory Risks. Legal, tax and regulatory changes could adversely affect the Firm’s clients and/or Fund investors. The regulatory environment for private funds and similarly situated investment vehicles and accounts is evolving, and changes in such regulation may adversely affect the value of investments held by the Firm’s clients. In addition, securities markets are subject to comprehensive statutes and regulations. The U.S. Securities and Exchange Commission, other regulators, and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The effect of any future regulatory change on the Firm’s clients could be substantial and adverse. Conflicts of Interest. Various potential and actual conflicts of interest may arise between and among the Firm, its clients (including the Funds) and each of their affiliates. The following briefly summarizes some of these conflicts, but is not intended to be an exhaustive list of all such conflicts. Receipt and Permissible Use of Certain Market Information The Firm and/or its affiliates have, and likely will again, from time to time, cause certain of their respective clients to invest in securities or other investment instruments that would be appropriate as investments to be acquired by one or more of the Firm’s clients. The Firm and/or its affiliates will also have ongoing relationships with, render services to or engage in transactions, either directly and/or through one or more clients, that invest: (i) in assets of a similar nature to those of one or more of the Firm’s clients; and (ii) with companies whose securities are acquired by one or more of the Firm’s clients and may own equity or debt securities of such companies. As a result, certain principals, members, directors, officers, employees or affiliates of the Firm and its affiliates may possess information relating to issuers of investment instruments held in certain client accounts that is not known to the individuals at the Firm responsible for monitoring investments held in such accounts. Accordingly, there may be circumstances in which the Firm will be restricted from effecting purchases and/or sales of assets on behalf of one or more of its clients. At times,
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the Firm, in an effort to avoid such restrictions, may elect not to receive certain information that other market participants are eligible to receive or have received. Differing Valuation Methodologies Various of the Firm’s clients may require the Firm and/or its affiliates to apply different valuation methodologies in valuing specific investments. As a result of such different methodologies, the assigned values of certain investments held in certain client accounts may differ from the value assigned to the same investments held by certain other client accounts which, in turn, could result in different calculations of management fees for different clients holding the same investments. Conflicting Investments or Roles Among Clients The Firm and its affiliates and their respective clients and personnel may invest, or have already invested, in securities or other financial instruments that are senior or junior to securities or financial instruments of the same issuer that are held or may be acquired by one or more Firm’s clients. In addition, the Firm and/or its affiliates and their respective personnel may serve as a general partner, adviser, officer, director, sponsor or manager of funds and/or entities organized to pursue strategies similar to those of the Firm’s clients or those pursued on behalf of other clients. In addition, certain of the Firm’s affiliates’ clients may, but are not required to, invest in investment vehicles managed by one or more of the Firm or its affiliates. The Firm recognizes that conflicts may arise under such circumstances and will endeavor to treat each of the Firm’s clients fairly and equitably. Conflicts Regarding Investment Allocations It is the policy of the Firm to allocate investment opportunities among the Firm’s clients so as to not favor one client account over another. However, the Firm may be unaware of, and will not generally take into account, investments made by or opportunities presented to other affiliates of the Firm. The Firm will have no obligation to purchase, sell or exchange any security or financial instrument for one Firm client that the Firm may purchase, sell or exchange for another client if the Firm believes in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for such other client. There is no assurance that the Firm’s clients with strategies or investment objectives that are similar will hold the same assets or perform in a similar manner. The Firm has adopted policies and procedures relating to the acquisition, sale and allocation of investment opportunities among multiple clients. Generally, investments acquired for clients will be allocated among participating clients pro rata based on available cash (taking into account unfunded commitments), unless the investment involves a controlling interest in which case allocations will be done on a rotating basis as fairly, reasonably and equitably as possible, determined in accordance with the Firm’s policies and procedures. The allocation of investment and disposition opportunities among multiple clients generally will take into account, among other things: (i) variations in investment objectives; (ii) variations in investment parameters and/or restrictions; (iii) other investment opportunities that may be available to one client but not the others; (iv) portfolio limitations due to margin or credit facility requirements; (v) legal, regulatory or contractual limitations or requirements; (vi) tax considerations; (vii) liquidity needs; (viii) necessity of rebalancing investments; (ix) leverage constraints; (x) concentration limitations relative to a particular issuer, security, industry, sector or geographic region; (xi) timing considerations; (xii) de minimis order fill; (xiii) odd lots or excessive transactions costs relative to the size of a client’s potential participation in an investment; (xiv) purchase or sale of an “information piece;” and/or (xv) any reason specifically pre-
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approved by the Firm in accordance with its policies and procedures. Any or all of the foregoing may result in a deviation from the Firm’s general approach to allocation decisions. In certain circumstances, the Firm may give special consideration to certain of its clients, such as new clients (including those in which the Firm and/or its affiliates or their personnel may have an interest) with a substantial amount of available cash. The investment decisions of the Firm and its affiliates may result in different investment decisions and allocations even with respect to the Firm’s clients with similar investment objectives. Conflicts Regarding Trade Execution The Firm seeks to obtain the best execution for all orders placed with respect to any trade in a manner it believes to be in the best interests of the participating clients. In allocating brokerage business and placing orders purchase or sell securities for clients, the Firm may take into account a number of considerations, including but not limited to, (i) quality of execution, (ii) reputation, financial strength and stability, (iii) willingness to execute difficult transactions, (iv) willingness and ability to commit capital; (v) access to underwritten offerings and secondary markets, (vi) ongoing reliability, (vii) overall costs of a trade, (viii) nature of the security and the available market makers; (ix) desired timing of the transaction and size of trade, (x) confidentiality of trading activity; and (xi) market intelligence regarding trading activity. Although the Firm seeks competitive prices, it may not necessarily obtain the lowest price for a particular transaction. Although the Firm will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The commission and/or transaction fees charged by a broker-dealer or intermediary maybe higher or lower than those charged by other broker-dealers or intermediaries. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides investment advisers such as the Firm with a “safe harbor” that allows advisers to pay more than the lowest possible commission rates in return for the receipt of “brokerage and research services,” subject to certain conditions (the “Safe Harbor”). As a general matter, the Firm does not intend to enter into formal soft dollar arrangements in connection with client portfolio transactions. However, it is the Firm’s policy that, should it determine to do so, it will only enter into soft dollar arrangements with broker-dealers or intermediaries that are consistent with the Safe Harbor. Conflicts Regarding Aggregate Investment Transactions Orders for investments placed at the same time for two or more of the Firm’s clients may, but are not required to, be “batched” or placed as an aggregated order for execution. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will generally receive the average price with transaction costs allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by the Firm. In the event of a partial fill, allocations may be modified on a basis that the Firm deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. The Firm may elect not to aggregate trades. In such cases where no orders are aggregated, trades are processed in the order they are placed with the broker or counterparty selected by the Firm. As a result, certain trades in the same security or investment instrument for one client (including a client in which an affiliate of the Firm or its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be
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achieved. The Firm generally will not aggregate orders with, or otherwise coordinate the purchase or sale of, investments with affiliates of the Firm. Conflicts Regarding Investment Decisions Among the Firm and its Affiliates The Firm and its affiliates may have or establish relationships with companies, including acting as sponsor, equity investor, adviser, lender or agent bank, whose equity securities or debt obligations are assets held in one or more of the Firm’s client accounts, or may be considered for purchase by one or more of the Firm’s clients, and may now or in the future own or seek to acquire equity securities or debt obligations issued by issuers of assets held in one or more of the Firm’s client accounts, and such securities or obligations may have characteristics or interests different from or adverse to assets held in such client accounts. The Firm and its affiliates may buy, sell, or hold securities or other instruments for themselves and/or on behalf of one or more clients (including a client in which an affiliate of the Firm or its personnel may have a direct or indirect interest) while the Firm is making different investment decisions with respect to one or more other clients and vice versa. In addition, the Firm and its affiliates may engage in any other business and furnish investment management and advisory services to certain of the Firm’s clients, including persons that may have investment policies similar to those followed by the Firm with respect to other clients and which may own securities of the same class, or of the same type, as those owned by other clients. The Firm and its affiliates may buy, sell or hold securities or other instruments for themselves, and/or on behalf of one or more accounts (including a client in which an affiliate of the Firm or its personnel may have a direct or indirect interest) while the Firm is making different investment decisions with respect to another client’s portfolio and vice versa. In addition, proprietary accounts of the Firm or its affiliates may buy, sell or hold securities or other instruments that are of the same class, or of the same type, as those bought, sold or held by a client. The Firm will be free, in its sole discretion, to make recommendations to clients, or effect transactions on behalf of itself or for others, which may be the same as or different from those it effects or directs others to effect for other clients. Neither the Firm nor any of its affiliates will be under any obligation to offer investment opportunities of which it or they become aware to any Firm client or to account to any client or Fund investor (or share with any client or Fund investor, or inform any of them of) any such transaction or any benefit received by them from any such transaction or to inform any Firm client or Fund investor of any investments before offering such investments to any other Firm client(s). The Firm and its affiliates may make an investment on behalf of any client that they manage or advise without offering the investment opportunity to, or making any investment on behalf of, any other Firm client. Furthermore, the Firm and its affiliates may make an investment on their own behalf without offering the investment opportunity to any Firm client or the Firm on behalf of any Firm client. Affirmative obligations may exist or may arise in the future whereby the Firm and/or its affiliates are obligated to offer certain investments to certain Firm clients and/or Fund investors before or without the Firm offering those investments to other clients or Fund investors. The Firm may make investments on behalf of certain of its clients in securities or other assets that it has declined to invest in for its own account, the account of any Firm affiliates or the account of any other Firm client. The Firm will endeavor to resolve conflicts arising therefrom in a manner that it deems equitable to the extent possible under the prevailing facts and circumstances and applicable law. Conflicts Regarding Time Commitments Although the Firm and the personnel available to it will devote as much time to each of the Firm’s clients as the Firm deems appropriate to perform its duties in accordance with the applicable investment management agreement and in accordance with reasonable commercial standards, such personnel may have conflicts in allocating time and services among the Firm’s clients.
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Conflicts Regarding Other Activities of the Firm and its Affiliates There will be no limitation or restriction on the Firm or its affiliates with regard to acting as investment manager to multiple client accounts. This and other future activities of the Firm and its affiliates may give rise to additional conflicts of interest and/or intensify the conflicts of interest already described in this brochure. Limited Ethical Screens or Information Barriers The Firm and certain of its affiliates share a principal place of business, and certain of the same principals, members, directors, officers and employees. The Firm and such affiliates have endeavored to put into place ethical and information barriers among the Firm and such affiliates of the type that many firms implement to separate persons who make investment decisions from others who might possess material, non-public information that could influence such decisions. Nevertheless, if the Firm, its affiliates or any of their personnel were to receive material non-public information about an issuer of a security, the Firm might be prevented from causing the purchase or sale of such security or another investment instrument due to internal restrictions imposed on the Firm. Notwithstanding the maintenance of certain internal controls relating to the management of material non-public information, it is possible that such controls could fail and result in the Firm, or one of its investment professionals, buying or selling a security or other investment instrument while, at least constructively, in possession of material non-public information. Inadvertent trading on material non-public information could have adverse effects on the Firm’s reputation and/or result in the imposition of regulatory or financial sanctions on the Firm, its affiliates, its personnel and/or one or more of the Firm’s clients and, as a consequence, negatively impact the Firm’s ability to perform its investment management services for the Firm’s clients. Other Potential Conflicts of Interest Affiliates of the Firm may, in the future, provide other services to the Firm’s clients and/or may receive fees from them in other capacities. Other present and future activities of the Firm and its affiliates may give rise to additional conflicts of interest. Lack of Diversification. The Firm’s client accounts are limited in the types of investments the Firm acquires on their behalf. Such lack of diversification could increase volatility. Concentrated Portfolio. The Firm will only make a limited number of investments on behalf of its clients, and because investments strategies expected to be pursued by the Firm involve a high degree of risk, poor performance by a few of the investments in a client account could severely affect the total returns to such clients or to Fund investors. Long Term Commitment. Capital and profits, if any, from a client’s investment may not be realized until the redemption, repayment or other disposition of such investment. The Firm’s clients and the Fund investors should generally expect to hold or remain committed with respect to investments for a number of years. Execution Risks and Investment Manager Error. The execution of the investment strategies employed by the Firm will often require the use of negotiated terms with counterparties. In each case, the Firm will seek to negotiate and execute such investments without miscommunication or other error. However, in light of the complexity involved, some miscommunications and other errors are likely and could result in losses to the Firm’s clients.
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No Assurance of Investment Return. There is no assurance that the Firm will be able to generate returns for its clients or that the returns will be commensurate with the risks of investing in the type of investments expected to be pursued by the Firm’s clients. An investment in a Fund should only be considered by persons who can afford a loss of their entire investment. Cybersecurity. The Firm, as well as service providers to the Firm and/or its clients, store and transmit large amounts of electronic information, including information relating to the Firm’s clients’ transactions and Fund investors. The computer systems, networks and devices used by the Firm and service providers to the Firm and/or its clients to carry out routine business operations employ a variety of protections that the Firm believes are reasonably designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. The Firm’s clients and/or investors in the Funds could be negatively impacted as a result of a cybersecurity breach, including but not limited to, (a) disruptions to business operations, (b) interference with the ability to calculate the value of assets in client portfolios, (c) impediments to trading, and (d) the inability to transact business. Similarly, adverse consequences could result from cybersecurity breaches affecting (w) issuers of securities or other investment instruments in which the Firm’s clients invest, (x) counterparties with which our clients engage in transactions, (y) governmental and other regulatory authorities, and (z) exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions. Clients May be Subject to Third Party Litigation; the Funds Have Limited Funds Available to Pay Expenses. The investment activities by the Firm on behalf of its clients may subject such clients to the risks of becoming involved in litigation by third parties. This risk may be greater where the Firm, on behalf of one or more clients, exercises control or significant influence over a company’s direction. The expense of defending claims against a client by third parties, including involuntary bankruptcy petitions, and paying any amounts pursuant to settlements or judgments would, except in the unlikely event that a client is indemnified for such amounts, be borne by such client and, in the case of a Fund, would reduce the funds available for distribution. The funds available to the Funds to pay certain fees and expenses will be limited. In the event that such funds are not sufficient to pay the expenses incurred by the Funds, the ability of the Funds to operate effectively may be impaired, and the Funds may not be able to defend or prosecute legal proceedings that may be brought against them or that they might otherwise bring to protect the interests of the Funds. In addition, service providers who are not paid in full may have the right to resign. This could lead to Funds that are organized in the Cayman Islands being struck from the register of companies and dissolved. Financial Markets and Regulatory Change. The laws and regulations affecting businesses in general continue to evolve in an unpredictable manner. Laws and regulations, particularly those involving taxation, investment and trade, applicable to the Firm’s clients’ activities can change quickly and unpredictably, and may at any time be amended, modified, repealed, or replaced in a manner adverse to the interests of the Firm’s clients. The Firm, its affiliates and/or the Firm’s clients may be, or may become, subject to unduly burdensome and restrictive regulation. In particular, in response to significant events in international financial markets, governmental intervention and certain regulatory measures have been or may be adopted in certain jurisdictions. The extent to which the underlying causes of these events are pervasive throughout global financial markets and have the potential to cause further instability is not yet clear. These events, and their underlying causes, are likely to continue to be the catalyst for changes in global financial regulation for some time, and may result in major and unavoidable losses to the Firm’s clients.
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Political, Economic and Other Conditions. The Firm’s clients’ investments may be adversely affected by changes in economic conditions or political events, natural disasters (including epidemics and pandemics) and legislative developments that are beyond the Firm’s control. Changes in Economic Conditions and Political Events A stock market break, continued threats of terrorism, the outbreak of hostilities involving the United States or any other jurisdiction in which the Firm’s clients invest, the death of a major political figure, or the overthrow or replacement of a current ruling body may have significant adverse effects on the Firm’s clients’ investment results. Natural Disasters; Epidemics and Pandemics A natural disaster, such as an earthquake, a hurricane, a tsunami or widespread fires, or an outbreak of epidemic, pandemic, or contagious diseases, such as the recent Coronavirus Disease 2019 (COVID-19) pandemic which emerged in China and has spread to the United States and many other countries throughout the world, and past outbreaks such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, or the H1N1 virus, could severely disrupt the global, national, and/or regional economies and/or markets. In particular, the COVID-19 pandemic will likely have a materially adverse impact on the global economy in general, the extent and duration of which are unknown at this time. These impacts, in turn, will likely have a material adverse impact on the ability of the Firm to identify securities issued by CLOs in which to cause clients to invest and the ability of collateral managers of CLOs to acquire and sell collateral obligations. It is impossible at this time to determine the scope of the impact of COVID- 19, including whether prevailing and/or future market conditions will enable the Firm to make investments similar to those it has made in the past. The extent to which the COVID-19 pandemic impacts clients’ investments will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, including extended business closures or relocations, changes in staffing or work locations, social distancing measures, restrictions on travel and others. Legislative Developments Other factors, such as changes in U.S. or non-U.S. tax laws, U.S. or non-U.S. securities laws, bank regulatory policies or accounting standards, may make corporate financings less desirable. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the United States Congress, the SEC, the Federal Reserve Board, the New York Stock Exchange, the Financial Industry Regulatory Authority or other U.S. or non-U.S. governmental or quasi-governmental bodies, agencies and regulatory organizations may make the Firm’s investment strategy less attractive. A negative impact on economic fundamentals and consumer confidence may negatively impact market value, increase market volatility, and cause credit spreads to widen, each of which could have an adverse effect on investment performance. Competition; Availability of Investments. The Firm may be unable to find a sufficient number of attractive opportunities to meet the Firm’s clients’ investment objectives or fully invest their assets and/or committed capital. Among other factors, competition for suitable investments from investment funds and other investors may reduce the availability of investment opportunities. There has been growth in the number of private funds and managed accounts organized to make investments similar or identical to the Firm’s clients’ investments, which may result in increased competition to the Firm’s clients in obtaining suitable investments. There can be no assurance that the Firm will be able to identify or successfully pursue attractive investment opportunities in such an environment.
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Risk Relating to an Investment in a Fund. Absence of Regulatory Oversight While the Funds for which the Firm will perform investment advisory and/or management services may be considered similar to investment companies, no Fund will be required to, nor will it, register as an investment company under the Investment Company Act or the laws of any jurisdiction and, accordingly, the provisions of such statutes (which may provide certain regulatory safeguards to investors) will not be applicable. “Master-Feeder” Structure Certain Funds invest through a “master-feeder” structure, which presents certain unique risks to investors in such Funds. For example, a smaller feeder fund investing in the master fund may be materially affected by the actions of a larger feeder fund investing in the master fund. Liquidity, Restrictions on Transfers and Distributions The interests in the Funds will be illiquid and have significant limitations on transferability. Voluntary withdrawals from the Funds are not expected to be permitted. Other than during a harvest period, the Firm will generally determine the amount and timing of distributions to Fund investors and there can be no guarantee of the amount or timing of any returns to such investors. Failure to Make Capital Contributions If one or more investors in a Fund fails to pay when due installments of its capital commitment, such Fund could be rendered unable to acquire investments or otherwise pay its obligations when due. As a result, such Fund would be subjected to significant penalties that would materially adversely affect the returns of the investors. If an investor defaults, such investor would be subject to various remedies, including, without limitation, forfeiture of its capital account balance and a forced sale of its interests at a reduced value. No Ability to Make Decisions Investors in Funds will have no authority to make investment decisions on behalf of the Fund. Lack of Operating History Each Fund will be a newly formed entity that does not have any prior operating history of its own for prospective investors to evaluate prior to making an investment in the Fund. Although the principals of the Firm have extensive prior investment management experience, the Firm (together with its affiliates) is a newly formed enterprise without a prior history in managing or administering private investment funds. The Funds’ investment programs should be evaluated on the basis that there can be no assurance that the Firm’s assessment of the short-term or long-term prospects of investments will prove accurate or that such Fund will achieve its investment objective. Leverage and Borrowing Risks It is anticipated that the Funds will have the power to borrow funds and the Firm intends to employ limited leverage in connection with its investment programs, to fund expenses or as otherwise deemed necessary, desirable or appropriate, including for the purpose of enhancing the Funds’ returns. The Funds may also leverage their investment returns with options, short sales, swaps, forwards and other derivative instruments.
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The exact amount of leverage employed by a Fund may vary from time to time and will be dependent upon the terms and restrictions imposed by the leverage lenders. The Funds may borrow funds from brokers, banks and other lenders to finance its investments, which borrowings may be secured by assets of the Fund, capital contributions and unfunded capital commitments. The use of such leverage can, in certain circumstances, maximize the losses to which the Funds’ investments may be subject, and the amount of leverage that the Funds may have outstanding at any time may be significant in relation to its assets. Any event that adversely affects the value of an investment would be magnified to the extent that a Fund is leveraged. The cumulative effect of the use of leverage by a Fund in a market that moves adversely to the Fund’s investments could result in a substantial loss to the Fund, which would be greater than if the Fund was not leveraged. The access to capital could be impaired by many factors, including market forces or regulatory changes. In general, the anticipated use of short-term margin borrowings would result in certain additional risks to the Funds. For example, should the assets pledged to brokers to secure a Fund’s margin accounts decline in value, the Fund could be subject to a “margin call,” pursuant to which the Fund would be required to either deposit additional funds or assets with the broker, or suffer mandatory liquidation of the pledged assets to compensate for the decline in value. In the event of a sudden drop in the value of a Fund’s assets, the Fund might not be able to liquidate assets quickly enough to satisfy its margin requirements. The Funds may enter into repurchase and reverse repurchase agreements. When a Fund enters into a repurchase agreement, it “sells” securities to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Fund “buys” securities subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by a Fund involves certain risks including that the seller under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities. Disposing of the security in such case, may involve costs to the Fund. Risk of Borrowing and Use of Subscription Line Facilities by the Fund The Funds may, and the Firm intends to, fund the making of investments and other capital needs with the proceeds from one or more subscription facilities and may incur further borrowings in accordance with the leverage restrictions applicable to the Funds. While the Firm will seek to incur and manage any such facilities and borrowings prudently, such debt would expose the Funds to refinancing, recourse and other risks. The security for a subscription facility is expected to be comprised of a security interest in the applicable Fund’s rights and remedies to unfunded capital commitments including in relation to rights relating to defaulting limited partners and a charge over the Fund’s bank accounts; such rights may differ for other borrowings and could be, for example, one or more assets of the Fund (i.e., an asset-backed facility). There is likely to be no limitation on the amount of time any such borrowing may remain outstanding and the interest expense and other costs of any such borrowings would be operating expenses and, accordingly, may decrease net returns of the Funds. The Funds are expected to give certain covenants, representations, guarantees, provide preferential security interests in the Funds’ assets (including as set out above the Funds’ rights in relation to the capital commitments) to lenders, as well as indemnification agreements in connection with entering into such credit facilities, asset-backed facilities or other borrowing arrangements and the related agreements will include various events of default and mandatory prepayment events. Any breach or trigger of any such provisions or security arrangements or other agreements could cause adverse consequences to a Fund if it is unable to cure or otherwise mitigate such breach or trigger. The Funds will have no obligation to enter into any borrowing facilities. To the extent that a Fund is unable to enter into a subscription facility or otherwise obtain a subscription line or an asset-backed facility, or the
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Firm determines that the terms of such facility would not be appropriate for the Fund or otherwise determines not to use such facility or access to such facility otherwise becomes unavailable, the Fund may determine to draw down capital commitments in advance and hold them in reserve in order to make investments, satisfy fees and expenses and other capital needs as such needs arise in the future. Use of Subscription Facilities May Affect Returns For administrative convenience and to facilitate portfolio management, the Firm has the discretion to aggregate or “batch” together drawdowns from Fund investors, including those used to pay interest on the Fund’s subscription line facilities and other indebtedness, into larger, less frequent capital calls (although actual timing and amounts may vary), and to satisfy the Fund’s interim capital needs through the borrowings under such credit facilities and, to the extent available, investment proceeds. There is no limitation on the amount of time any such borrowing may remain outstanding or the frequency with which such borrowings may incur. The interest expense and other costs of any such borrowings will be Fund expenses and, accordingly, may decrease net returns of the Fund. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return for a fund (with the preferred return beginning to accrue when capital contributions to repay borrowings used to fund investments are actually made to the Fund). In light of the foregoing, the Firm may have an incentive to fund the acquisition and ongoing capital needs of investments and a Fund with the proceeds of such borrowings, in lieu of drawing down unfunded commitments on an as-needed basis. This in turn may increase the Fund’s internal rate of return or other performance metrics (and correspondingly the Firm’s performance compensation), compared to less frequent use of subscription lines by a Fund to fund investments and meet Fund expenses. Resignation or Removal of the Firm; Successor Manager and/General Partner The Firm, in its capacity as the investment manager and/or the general partner of each Fund, may resign or be removed in certain circumstances. There can be no assurance that any successor to the Firm upon the resignation or removal of the Firm will have the same level of skill in performing the obligations of the Firm, which could have a material adverse effect on a Fund. Restrictions on Transfers and Withdrawals Fund interests have not been and will not be registered under the Securities Act or applicable state securities laws and may not be resold unless an exemption from such registration is available. The Firm will be under no obligation to cause such an exemption (whether pursuant to Rule 144 under the Securities Act or otherwise) to be available. Accordingly, there will be no secondary market for Fund interests and such market is not expected to develop. Transfers of Fund interests will also be also subject to numerous restrictions set forth in each Fund’s organizational documents and subscription documents. Investors will not have any right to transfer their interests without consent except as set forth in a Fund’s organizational documents and will not be permitted to withdraw from the Fund or require the Fund to redeem or repurchase their interests. Illiquidity of Interests No market exists for the Fund interests and none is expected to develop. Investment in a Fund requires a long-term commitment, with no certainty of return. Investors may not be able to liquidate their investments prior to the end of a Fund’s term. An investment in a Fund is suitable only for certain sophisticated investors who have no need for liquidity in their investment in the Fund.
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Delays in Distributions There may be little or no near-term cash flow available to Fund investors. Distributions to investors may be delayed as a result of payment of a Fund’s obligations (including payment of management fees). A portion of a Fund’s net income will be required to be paid to the Firm, and the Fund’s income and gain, if any, will be further burdened by appropriate reserves and by administrative and other costs. As a result, investors may be credited with profits, and income tax liability may be incurred, even though they do not receive any distributions from the Fund. Carried Interest The existence of a carried interest creates an incentive for the Firm to make riskier or more speculative investments on behalf of a client than would be the case in the absence of this arrangement. If distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property as determined by the Firm. An independent appraisal generally will not be required and is not expected to be obtained. Dilution from Subsequent Closings Investors subscribing for Fund interests at subsequent closings will participate in existing investments of the Fund, diluting the interest of existing investors therein. Although later-admitted investors are expected to contribute their pro rata share of previously made capital contributions (plus an additional amount thereon), there can be no assurance that this payment will reflect the fair value of a Fund’s existing investments at the time such additional investors subscribe for Fund interests. Diverse Investor Group Fund investors may have conflicting investment, tax and other interests with respect to their investments in a Fund. As a consequence, conflicts of interest may arise in connection with decisions made by the Firm, including with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, the Firm will consider the investment and tax objectives of the Fund and its investors as a whole, not the investment, tax or other objectives of any investor individually. Co-Investment Opportunities to Certain Clients and/or Fund Investors; Co-Investment Risks The Firm may make available to certain of its clients and/or Fund investors, including affiliates of the Firm, in each case whom the Firm may select in its sole and absolute discretion, the opportunity to co-invest in certain investments. Such co-investments may be made under such circumstances and in such amounts as the Firm in its sole and absolute discretion determines. The terms of such co-investments may be different from the terms of the investment by a Fund or other client. Fund investors will not have any right to determine or influence the terms of any co-investments. Depending on the structure of these co-investments, a Fund or other client may share major decision-making responsibility with its co-investment partners and therefore may not have the ultimate control over material decisions with respect to these investments. As a result of this lack of ultimate control, co-investments may have a negative impact on a client’s or Fund’s performance. A client or Fund may co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-investor may have financial difficulties, resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the client
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or Fund, or may be in a position to take (or block) action in a manner contrary to the client’s or Fund’s investment objectives. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements. Fewer than All Interests Offered May be Sold If fewer than all interests offered are sold, a Fund’s investments may be less diversified and the types of investments available to the Fund may be more limited than if a larger portion of the maximum offering proceeds is obtained. This may have an adverse impact on the ability of the Fund to achieve its investment objectives. Contingent Liabilities Upon Disposition of Investments In connection with the disposition of a portfolio investment, a client may be required to make representations about such investment. The client also may be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which the Firm may establish reserves or escrow accounts. In that regard, clients and Fund investors may be required to return amounts distributed to them to fund obligations of the client or Fund, respectively, including indemnity obligations. Fund Liabilities Expenses relating to liabilities of a single investment of a Fund may affect the performance of the Fund generally. A liability relating to an investment may arise an indefinite period of time after the consummation of the investment, and some or all of the investors in the Fund at the time that such liability arises may not have participated in the investment giving rise to the liability or may have participated in such investment in a smaller proportion relative to its interest in other investments. Accordingly, Fund investors may be required to bear expenses relating to liabilities of an investment in which they did not participate or in which their participation was limited. Investors May be Required to Return Distributions The Firm may require a Fund investor, including a former investor, to return any or all of the distributions made to such investor, subject to certain limitations, if the assets of a Fund are insufficient to satisfy its liabilities, including indemnification obligations. Reserves A Fund’s general partner, if any, or the Firm may establish reserves for operating expenses (including management fees), Fund liabilities, and other matters. Estimating the appropriate amount of such reserves is difficult, especially for follow-on investment opportunities, which are directly tied to the success and capital needs of portfolio investments. Inadequate or excessive reserves could impair investment returns to Fund investors. If reserves are excessive, a Fund may decline attractive investment opportunities. In Kind Distributions A Fund’s general partner, if any, or the Firm may distribute the proceeds of certain of a Fund’s investments in kind. Any such distribution could put downward pressure on the price of the issuer’s securities. An
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investor that receives assets other than cash from a Fund may incur costs and delays in converting those assets into cash. Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss. Although the various risks discussed in this brochure are generally described separately, the potential effects of the interplay of multiple risk factors should be considered. Where more than one significant risk factor is present, the risk of loss to a Firm client or Fund investor may be significantly increased.
C. Material Risks of Securities Used in Investment Strategies
The following summary identifies the material risks related to certain types of investments expected to be made for the Firm’s clients, but does not intend to identify all possible investments that may be made or all possible risks related to such investments. Further details regarding these risks and other applicable other risk factors may be included in the offering documents of the Funds for which the Firm performs investment advisory and/or management services or in the advisory agreement or other documentation furnished to other clients. Clients, prospective clients, Fund investors and prospective Fund investors are advised to carefully review all risk factors described in such documents. The following is not intended to supersede the material contained in such documents.

Risk Relating to an Investment in CLOs. Investments in Structured Products It is expected that the Firm will cause clients to invest in securities backed by, or representing interests in, certain underlying instruments or “structured products,” including, but not limited to, CLOs, structured debt obligations or similarly structured investment vehicles. The cash flow on the instruments underlying such structured products may be apportioned among different tranches to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to the structured products is dependent on the extent of the cash flow on the underlying instruments. The Firm may cause clients to invest in structured products which represent derived investment positions based on different markets or asset classes. The performance of a particular structured product will be affected by a variety of factors, including its priority in the capital structure of the issuer, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. The risks associated with structured products involve the risks of loss of principal due to market movement. In addition, investments in structured products may be illiquid in nature, with no readily available secondary market. Because they are linked to their underlying markets or instruments, investments in structured products generally are subject to greater volatility than an investment directly in the underlying market or instrument. Total return on a structured product is derived by linking the return to one or more characteristics of the underlying instrument. Because certain structured products of the type in which clients may invest may involve no credit enhancement, the credit risk of those structured products generally would be equivalent to that of the underlying instruments. The Firm may cause clients to invest in a class or tranche of structured products that is either subordinated or unsubordinated to the right of payment of another class or tranche. Subordinated structured products typically have higher yields and present greater risks than unsubordinated structured products.
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Certain issuers of structured products may be deemed to be “investment companies” as defined in the Investment Company Act. As a result, investments in these structured products may be limited by the restrictions contained in the Investment Company Act. Structured products are typically sold in private placement transactions, and there is no guarantee that there will be an active trading market for structured products. As a result, certain structured products invested in may be illiquid. Risk Relating to an Investment in CLOs and Warehouse Arrangements Consisting of Broadly Syndicated Bank Loan Collateral. Investments in CLO Interests A majority of a client’s portfolio is expected to consist of equity and debt investments in CLOs, which involve a number of significant risks. CLOs are typically highly levered, and therefore the junior debt and equity tranches are subject to a higher risk of loss. In particular, investors in CLO Interests indirectly bear risks of the underlying collateral held by such CLO Interests. The client will generally have the right to receive payments only from and to the extent available under the CLOs or Warehouse Arrangements, and will generally not have direct rights against the underlying borrowers or the entity that sponsored the CLOs or Warehouse Arrangements. Although it is difficult to predict whether the prices of the securities underlying CLO Interests will rise or fall, these prices (and, therefore, the value of the CLO Interests) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. Short-Term Funding; Warehousing A CLO Manager and the Firm will typically seek to arrange for the acquisition and “warehousing” of loans through the use of a special purpose vehicle which may or may not become the CLO issuer (“SPV”) prior to their contribution into a CLO (and the corresponding issuance of CLO Interests). During this warehousing or accumulation phase, the CLO Manager (or the Firm) may seek financing from third parties affiliated and/or unaffiliated with it, such as commercial banks through a credit facility, total return swap or other financing mechanism in order to arrange for the accumulation of loans on behalf of the SPV. These loans will serve as collateral for the financing and represent some portion of the initial portfolio that will ultimately be owned by the CLO issuer. The CLO Manager, the Firm and/or other third parties affiliated and/or unaffiliated with it may provide first loss capital on the SPV’s portfolio of loans. Clients are expected to invest in Warehouse Arrangements by providing Warehouse Equity to applicable SPVs. While the CLO Manager or the Firm may seek credit facilities with terms of greater than one year, it is possible that relatively short-term credit facilities (including total return swaps) may be used to finance the acquisition of assets by the SPV until a sufficient quantity of assets is accumulated during the warehousing phase, at which time the assets will be refinanced through the issuance of CLO Interests such as CLO Equity and debt securities, or other long-term financing. As a result, a client is subject to the risk that during the warehousing phase when short-term facilities are available, an SPV may not be able to acquire a sufficient amount of underlying loans to allow for the successful issuance of a CLO and/or losses to the loans, in each case, which could decrease the client’s potential for profit. These short term credit facilities may also require a deposit for covering all or a portion of any losses or costs associated with the accumulation of loan assets by the SPV. Moreover, it is possible that certain loans in the portfolio during the warehousing phase may
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not comply with the criteria required by the CLO and may be required to be liquidated, which could result in losses. Risk Relating to Investments in Warehouse Arrangements Warehouse Equity investments represent speculative leveraged investments with respect to the collateral being warehoused. Warehouse Equity is similar to CLO Equity in that Warehouse Equity provides first loss capital in the SPV structure. In consideration for providing financing, lenders are typically entitled to receive virtually all of the interest income paid or payable on the collateral acquired by the SPV, with any amounts exceeding the financing costs accruing to the benefit of the Warehouse Equity provider. To the extent negotiated with the Warehouse Equity holder, realized gains and losses, if any, on the collateral will be accrue to the benefit of the Warehouse Equity provider. Unrealized gains and losses with respect to the initial portfolio of collateral being warehoused will typically be for the account of the CLO issuer upon the closing of the CLO issuance, but such rights may accrue to other parties depending on the terms that are negotiated. If the CLO’s issuance of CLO Interests is not consummated, the accumulated assets could be liquidated and the SPV (and a Firm client) could bear leveraged losses to the extent the original purchase price of the collateral assets exceeds their sale price. Consequently, the market value of any loans acquired as part of the Warehouse Arrangement on the date of conversion of the SPV into a CLO may be lower (or higher) than at the time such obligations were acquired for the Warehouse Arrangement (and indirectly the client). If the issuance of CLO Interests does not occur, then the initial loans may be liquidated, and lenders or Warehouse Equity providers to the SPV may suffer a loss. Investments in Warehouse Arrangements are volatile and interest and principal payments are not fixed. In addition, they are subordinated and likely to have limited liquidity. Such investments are limited recourse obligations of the SPV and amounts payable on such investments are payable solely from amounts received in respect of the collateral held by the SPV. Payments on first loss investments in Warehouse Equity prior to and following enforcement of the security over the collateral are subordinated to the prior payment of certain costs, fees and expenses of and to payment of principal and interest on more senior debt under the Warehouse Arrangement. In addition, ma please register to get more info

Neither the Firm nor any of its managers, officers or principals has been involved in any criminal or civil action in a domestic, foreign or military court that is material to a client’s or prospective client’s evaluation of the Firm’s advisory business or the integrity of the Firm’s management. Neither the Firm nor any of its managers, officers or principals has been involved in any administrative proceedings before the SEC, any other federal regulatory agency, any state regulatory agency or any foreign financial regulatory authority. Neither the Firm nor any of its managers, officers or principals has been involved in any self-regulatory organization proceedings. please register to get more info

A. Broker-Dealer Registrations
Neither the Firm nor any of its managers, officers or principals is registered, or has an application pending to register, as a broker-dealer or registered representative of a broker-dealer.
B. CFTC Registrations
Neither the Firm nor any of its managers, officers or principals is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator or commodity trading advisor, or is an associated person of any of the above.
C. Affiliates
The Firm is affiliated with the following advisers, broker-dealers and insurance companies, although the Firm does not believe at this time that its affiliation with any of them creates a material conflict of interest with respect to the Firm’s clients:  1851 Securities Inc.  Concord Re, Inc.  GGCOF Executive Co-Invest, L.P.  GGC Opportunity Fund Management, L.P.  Golden Gate Private Equity Inc.  Lynbrook Re, Inc.  Magni Re Ltd.  Nassau Alternative Investments LLC  Nassau Corporate Credit LLC  Nassau Life and Annuity Company  Nassau Life Insurance Company
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 Nassau Life Insurance Company of Kansas  Nassau Life Insurance Company of Texas  Nassau Re (Cayman) Ltd.  Nassau Re (Cayman Brac) Ltd.  NCC CLO Manager LLC  PHL Variable Insurance Company  Saybrus Equity Services, LLC  Sunrise Re, Inc. The Firm has entered into a shared services agreement (the “Shared Services Agreement”) with certain of its affiliates (the “Shared Services Providers”) pursuant to which the Shared Service Providers and their agents perform certain back-office, credit analysis and reporting functions among other functions that are delegated to them by the Firm. In performing its services, the Firm depends, in large part, upon the skill and expertise of certain personnel of the Shared Service Providers that are made available to the Firm pursuant to the Shared Services Agreement who are responsible for the day-to-day operations and management of the Firm and who provide services to other affiliates of the Firm as well as to the Firm.
D. Other Investment Advisers
The Firm does not recommend or select other investment advisers for its clients, nor does the Firm have other business relationships with advisers that create material conflicts of interest. please register to get more info

A. Code of Ethics
The Firm has adopted a Code of Ethics, which is designed to comply with SEC requirements. The purpose of the Code of Ethics is to identify the ethical and legal framework in which the Firm and its personnel are required to operate and to highlight some of the guiding principles and mechanisms for upholding the Firm’s standard of business conduct. The Firm’s Code of Ethics is designed to ensure that all applicable personnel are aware of and adhere to the Firm’s policies and procedures. The description below is a summary only. The Firm will provide a complete copy of its Code of Ethics to clients and prospective clients. Standard of Business Conduct. The Firm and its personnel have a fiduciary duty to the Firm’s clients, and in this fiduciary capacity, the Firm must place the interests of its clients before the Firm’s own interests. Basic Principles. The Firm’s Code of Ethics is based on a few basic principles: (i) the Firm and its personnel must place the interests of the Firm’s clients above their own; (ii) the professional activities and personal investment activities of the Firm’s personnel must be consistent with the Code of Ethics and avoid any actual or potential conflict between the interests of clients and those of the Firm or its personnel; (iii) the activities of the Firm’s personnel must be conducted in a way that avoids any abuse of any such person’s position of trust with and responsibility to the Firm and its clients; (iv) the Firm’s personnel must not take any inappropriate advantage of their positions with the Firm; (v) the Firm must maintain independence in its investment decision-making process; and (vi) the Firm’s personnel may not engage in any act, practice or course of conduct that would violate the provisions of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and other applicable securities laws. Conflicts of Interest. As a fiduciary, the Firm has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its clients. The Firm makes every effort to avoid conflicts of interest and
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fully disclose all material facts concerning any conflict of interest that may arise with respect to any of its clients. The Firm stresses that individuals subject to its Code of Ethics must try to avoid situations that have even the appearance of conflict or impropriety. Insider Trading. The Firm’s personnel may not trade, either personally or on behalf of another, on material non-public information or communicate material non-public information to another person in violation of the law. This policy applies to all of the Firm’s personnel and extends to their activities both within and outside their duties for the Firm. The Firm has also implemented policies and procedures designed to detect and prevent insider trading. Personal Securities Transactions. All personnel must comply with the Firm’s policy on personal trading. Except with respect to certain excepted personnel, securities (including, indices, mutual funds, exchange- traded funds and certain government securities) and/or accounts for which a person does not exercise investment discretion, personal securities transactions by the Firm’s personnel must be pre-approved by the Firm’s Chief Compliance Officer (the “Chief Compliance Officer”). Holdings and Transactions Reports. Every employee and access person must submit both initial and annual holdings reports to the Chief Compliance Officer that disclose all covered securities held in any personal account. Every employee and access person must also submit a quarterly transaction report to the Chief Compliance Officer for each covered securities transaction in any personal account. Service as a Director. The Firm’s personnel are prohibited from serving on the boards of directors of any outside company, unless the service (i) would be in the best interests of the Firm or its clients and (ii) has been approved in writing by the Chief Compliance Officer; provided that the Firm’s personnel will not be required to obtain prior written approval for service on the boards of directors of charitable or civic organizations. In addition, any Firm personnel serving on the board of a private company which is about to go public may be required to resign either immediately or at the end of the current term. Reporting of Violations. The Firm has implemented policies and procedures whereby its personnel are required to report any violation, apparent violation or potential violation of the Firm’s Code of Ethics to the Chief Compliance Officer. Review and Enforcement. The Chief Compliance Officer is responsible for ensuring adequate supervision over the activities of all persons who act on the Firm’s behalf in order to prevent and detect violations of the Firm’s Code of Ethics by such persons.
B. Material Financial Interest in Client Transactions
The Firm may cause clients to invest in obligations of CLOs in which the Firm and/or its affiliates have a debt, equity or participation interest or have otherwise participated in the origination, structuring, negotiation, syndication or offering of such investments. The purchase, holding and sale of such investments by a client may enhance or diminish the profitability of investments of the Firm and/or its affiliates and the interests of clients may conflict with those of the Firm and/or its affiliates. For example, in connection with such an equity investment, a client will, effectively, pay two layers of fees, one to the Firm and one to an affiliate of the Firm. The Firm will endeavor to treat each of the Firm’s clients equitably and fairly. Prior to the Firm’s causing a client to make such an investment, the Portfolio Managers will review the potential investment to determine if an actual conflict of interest exists or is reasonably likely to occur in the near term. To address potential conflicts that may arise or to ensure that potential conflicts are not likely to occur, the Portfolio Managers may take such actions as they deem appropriate under the circumstances. Among other things, the Portfolio Managers may recommend (solely by way of example
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and not of limitation) (i) that each affected client be informed of the potential conflict, and (ii) that each client be offered the opportunity to approve the investment.
C. Participation in Client Transactions
The Firm and its affiliates and their respective clients and personnel may invest, or have already invested, in securities or other financial instruments that are senior or junior to securities or financial instruments of the same issuer that the Firm may cause a client to invest in. The Firm recognizes that conflicts may arise under such circumstances and will endeavor to treat each of the Firm’s clients fairly and equitably. Prior to the Firm’s causing a client to make such an investment, the Portfolio Managers will review the potential investment to determine if an actual conflict of interest exists or is reasonably likely to occur in the near term. To address potential conflicts that may arise or to ensure that potential conflicts are not likely to occur, the Portfolio Managers may take such actions as they deem appropriate under the circumstances. Among other things, the Portfolio Managers may recommend (solely by way of example and not of limitation) (i) that each affected client be informed of the potential conflict, and (ii) that each client be offered the opportunity to approve the investment.
D. Transactions Simultaneous with Client Transactions
Generally, neither the Firm nor any related persons of the Firm will recommend securities to the Firm’s clients, or buy or sell securities for the Firm’s clients, at or about the same time that the Firm or a related person buys or sells the same securities for the Firm’s own (or the related person’s own) account, except securities issued by CLOs (including CLOs for which an affiliate of the Firm serves as the collateral manager), or when exceptions are made under limited circumstances. From time to time, subject to client or investment guidelines and restrictions, the Firm is expected to be authorized to direct one of its clients to sell investments to another of the Firm’s clients through an internal cross transaction in which the Firm will receive no compensation. In most cases, an independent pricing mechanism will be used to ensure objectivity. However, there could be times in which that pricing mechanism is not feasible or fair to the Firm’s clients, in which case the Firm will seek some pricing mechanism that is fair to both such clients. To the extent that any such transaction may be viewed as a principal transaction due to the ownership interest in the client by the Firm and its personnel, the Firm will comply with the requirements of Section 206(3) of the Advisers Act, and provide written notification to such client and obtain client consent either prior to the principal transaction or prior to its settlement. In addition, the Firm may give advice or take action with respect to investments of one or more of its clients that may not be given or taken with respect to other clients with similar investment programs, objectives and strategies. Accordingly, the Firm’s clients with similar investment strategies may not hold the same investments or achieve the same performance. The Firm may also advise clients with conflicting programs, objectives or strategies. These activities may adversely affect the prices and availability of other investments held or potentially considered for one or more clients. From time to time, the Firm may acquire securities or other financial instruments of an issuer for one of its clients which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired by, another of the Firm’s clients. The Firm recognizes that conflicts may arise under such circumstances and will endeavor to treat all of its clients fairly and equitably.
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A. Selection of Broker-Dealers
The Firm has full authority to select broker-dealers to execute its clients’ investment transactions. If applicable, the Firm may allocate a portion of each client’s brokerage business to such brokers on the basis of certain considerations, which may include:  The amount of commission;  The quality of execution;  Reputation, financial strength and stability;  Block trading and block positioning capabilities;  Willingness to execute difficult transactions;  Willingness and ability to commit capital;  Access to underwritten offerings and secondary markets;  Ongoing reliability;  Overall costs of a trade;  Nature of the security and the available market makers;  Desired timing of the transaction and size of trade;  Confidentiality of trading activity; and/or  Market intelligence regarding trading activity. Although the Firm will seek competitive rates, it may not necessarily obtain the lowest possible commission for client account transactions. The commissions and/or transaction fees charged by a broker-dealer may be higher or lower than those charged by other broker-dealers.

Neither the Firm nor any related person is expected to receive client referrals from any broker-dealer or third party that provides brokerage services to the Firm’s clients. At this time the Firm is not a party to, and does not anticipate entering into, any formal “soft dollar” arrangements. However, one or more of the Firm’s clients may permit the Firm to use “soft dollars” generated by such clients to pay for the research related services. In the event that the Firm utilizes allocations of commission dollars, it would do so solely to pay for products or services that qualify as “research and brokerage services” within the “safe harbor” of Section 28(e) of the Securities Exchange Act of 1934, as amended.
B. Aggregation of Orders
The Firm may place, as an aggregated order for execution, orders for publicly traded securities at the same time for the accounts of two or more of its clients. This practice will enable the Firm’s clients to seek more favorable executions and net prices for the combined order. If the order cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day are generally allocated pro rata among the participating clients in accordance with the initial amounts ordered by each client. However, the pro rata allocation may be adjusted, such as to avoid having odd amounts of shares held in any client’s account, to avoid deviations from any pre-determined minimum/maximum holdings
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limits established for any client, or to facilitate the ramping of a newly issued Fund. Each client that participated in the order would do so at the average price for all the transactions and share in commissions or other transaction costs on a pro rata basis. please register to get more info

Mr. Brittain and Mr. Pemberton, in their capacity as the Firm’s Managing Directors and Portfolio Managers, will review client portfolios on a continuous basis. please register to get more info

A. Non-Client Economic Benefits
The Firm does not, nor do any of its principals or employees, receive any economic benefit from non-clients for providing advisory services to the Firm’s clients.
B. Compensation for Client Referrals
At this time the Firm is not a party to an arrangement to pay a third party for the referral or solicitation of clients or investors in the Funds to which the Firm will provide investment advisory services. please register to get more info

Although the Firm does not expect to have custody of certificated securities (which are typically custodied by the Firm’s clients’ third-party custodian), the Firm may be deemed to have custody over the assets of certain of its clients according to the custody rule set forth in Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended. The Firm intends to comply with the custody rule by providing audited financial statements of each Fund to investors in such Fund client within 120 days of the end of the fiscal year to satisfy the reporting requirement. please register to get more info

The Firm has been provided with discretionary authority to manage the Funds as set forth in, and limited by, the terms and conditions of the relevant advisory agreement, offering document, organizational agreement or other governing documents of the Funds. please register to get more info

The Firm has authority to vote proxies relating to securities in certain client accounts. Accordingly, the Firm has adopted policies and procedures governing the voting of proxies that include the elements set forth below. General Policy. The general policy is to vote proxies, which includes proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any, in a manner that serves the best interests of the investing client(s), as determined by the Firm in its discretion, and taking into account relevant factors, including, but not limited to:  The impact on the value of the securities;  The anticipated costs and benefits associated with the proposal;
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 The effect on liquidity; and  Customary industry and business practices. Specific Policies. Specific policies set forth in the Firm’s policies and procedures include:  Routine matters are typically proposed by company’s management, directors, general partners, managing members or trustees and (i) do not measurably change the structure, management, control or operation of the company; (ii) do not measurably change the terms of, or fees or expenses associated with, an investment in the company; and (iii) are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company. For routine matters, the Firm will vote in accordance with the recommendation of the company’s management, directors, general partners, managing members or trustees, as applicable, unless, in our opinion, such recommendation is not in the best interests of the investing client(s).  Non-routine matters involve a variety of issues and may be proposed by a company’s management or beneficial owners, and may involve (i) a measurable change in the structure, management, control or operation of the company; (ii) a measurable change in the terms of, or fees or expenses associated with, an investment in the company; or (iii) a change that is inconsistent with industry standards and/or the laws of the state of incorporation applicable to the company. The Firm has specific proxy voting policies for non-routine matters, and in some cases, the Firm votes on a case-by-case basis. Abstaining from Voting or Affirmatively Not Voting. The Firm will abstain from voting (which generally requires submission of a proxy voting card) or affirmatively decide not to vote if the Firm determines that abstaining or not voting is in the best interests of the investing client(s). In making such a determination, we will consider various factors including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the exercise of a proxy. Furthermore, the Firm will not abstain from voting or affirmatively decide not to vote merely to avoid a conflict of interest. Conflicts of Interest. At times, conflicts may arise between the interests of the investing client(s), on the one hand, and the interests of the Firm or its affiliates, on the other hand. If the Firm determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, we will address matters involving such conflicts of interest as follows:  If a conflict arises because two or more investing clients have invested in different portions of an issuer’s capital structure, or because one client holds a control position while another client holds a minority position, the Firm will delegate the voting decision to an independent committee of partners, members, directors and/or other representatives of the investing clients, as applicable.  If a proposal is addressed by the specific policies in these procedures, the Firm will vote in accordance with such policies.  If we believe it is in the best interest of the investing client(s) to depart from the specific policies provided for in these procedures, the Firm will be subject to the requirements of the third and fourth bullet points below, as applicable.  If the proxy proposal is (i) not addressed by the specific policies or (ii) requires a case-by-case determination by the Firm, we may vote such proxy as we determine to be in the best interest of the investing client(s), without taking any action described in the fourth bullet point below,
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provided that such vote would be against the Firm’s own interest in the matter (i.e., against the perceived or actual conflict).  If the proxy proposal is (i) not addressed by the specific policies or (ii) requires a case-by-case determination by the Firm, and (iii) we believe we should vote in a way that may also benefit, or be perceived to benefit, the Firm’s own interest, then the Firm must take one of the following actions in voting such proxy:  Delegate the voting decision for such proxy proposal to an independent third party;  Delegate the voting decision to an independent committee of partners, members, directors or other representatives of the investing client, as applicable;  Inform the investing client of the conflict of interest and obtain consent to vote the proxy as recommended by the Firm; or  Obtain approval of the decision from the Chief Compliance Officer and third-party legal advisors. A complete copy of the Firm’s policies and procedures governing the voting of proxies, together with information regarding how we voted particular proxies, will be provided to clients and prospective clients upon request. please register to get more info

The Firm does not require, nor does it solicit, prepayment of more than $1,200 in fees per client, six months or more in advance. The Firm has never been the subject of a bankruptcy petition. please register to get more info