A. BACKGROUND
SHENKMAN CAPITAL MANAGEMENT, INC. (“Shenkman”), a New York Corporation, is a global investment advisory firm founded by Mark R. Shenkman in 1985. Mark R. Shenkman, as trustee of the Mark R. Shenkman Revocable Trust, is the controlling shareholder of Shenkman. Shenkman is registered with the SEC as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Registration with the SEC does not imply a certain level of skill or training. Shenkman is under common control with Romark Credit Advisors, LP (“RCA”), a registered investment adviser, and Romark CLO Advisors LLC (“RCLO” and together with RCA, “Romark”), which is a relying adviser of RCA. More details about the relationship between Shenkman and Romark can be found in “Item 10: Other Financial Industry Activities and Affiliations.” RCA is a Delaware limited partnership that was formed in 2016. RCA is under common control with Shenkman. RCLO is a Delaware limited liability company that was formed in 2017. RCLO is under common control with RCA. Romark CLO Ventures LLC (“RV”), a Delaware limited liability company formed in 2017, is the managing member of RCLO. RCA is the controlling owner of RV. The terms “Shenkman Group”, “we”, “us”, and “our” shall mean Shenkman, Romark, and their affiliates. An advisory client of Shenkman shall be referred to as a “Shenkman Client” and collectively as “Shenkman Clients.” A Shenkman Client, together with one or more advisory clients of Romark, shall be referred to as a “Shenkman Group Client” and collectively as “Shenkman Group Clients.” For the avoidance of doubt, Romark does not provide any advisory services to Shenkman Clients. Certain RCA shareholders, officers, and/or employees are shareholders, officers, and/or employees of Shenkman, and in some instances, are officers and/or employees of all three of Shenkman, RCA, and RCLO. When such shareholders, officers, and/or employees are acting on behalf of Shenkman Clients, they are doing so in their capacity as Shenkman shareholders, officers, and/or employees and not in their capacity as Romark shareholders, officers, and/or employees. All policies and procedures described herein apply to the Shenkman Group. Any employee that may perform services for the Shenkman Group is subject to the Shenkman Group’s compliance policies and procedures. Please refer to “Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information.
B. OUR SERVICES
Since its inception in 1985, Shenkman’s business has been focused on researching and investing across the entire capital structure of highly leveraged companies through in-depth, bottom-up, fundamental credit analysis. Our Credit Analysts use proprietary tools and models that incorporate both quantitative and qualitative factors when evaluating the creditworthiness of potential investments. The analytical process incorporates, among other things, public information, financial statements, and meetings with company management. We also focus on relative value within the capital structure, covenants, management track record, and a comparative industry analysis. For our traditional credit strategies (detailed below), we utilize our internally developed and proprietary credit score system, which we believe is more reflective of an issuer’s credit worthiness than published ratings. Our alternative credit strategies (detailed below) seek to leverage our research and analytical foundation in traditional credit with a focus on absolute return through multi- asset, opportunistic, tactical, and sector focused credit strategies. Our investment strategies include, but are not limited to:
TRADITIONAL CREDIT
 Senior Secured Loans (including, without limitation, U.S. and Global Leveraged Loan, and Ratings Constrained and Loss Constrained leveraged loan strategies)  High Yield Bonds (including, without limitation, U.S., European and Global High Yield Bond, Ratings and/or Loss Constrained High Yield Bond, and Global Fallen Angel/Rising Stars strategies)  Short Duration High Yield Bonds (including without limitation U.S. and Global Short Duration High Yield Bond strategies)  Convertible Securities (including, without limitation, U.S. and Global convertible securities, and investment grade convertible securities strategies)
ALTERNATIVE CREDIT
 CLO Debt & Equity (including, without limitation, High Grade, Broad Market, CLO Equity and Opportunistic strategies)  Absolute Return (including, without limitation, Multi-Asset Credit, Opportunistic Credit, Tactical Credit, and Energy Opportunistic strategies) All of our traditional credit investment strategies, and certain of our alternative credit strategies (or derivations thereof) are available through a separately managed account platform and certain of these investment strategies are also available (or may in the future be available) through investment vehicles, including mutual funds for which we act as adviser or sub- adviser (each a “Mutual Fund”), private funds (single investor or commingled), Collateralized Loan Obligations (“CLOs”) and other securitized vehicles, and UCITS funds (each, a “Sponsored Fund” and, collectively “Sponsored Funds”). Shenkman has also entered into an agreement (the “Intercompany Services Agreement”) pursuant to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared employees and systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance, information technology and development, and human resources. Such credit research and analysis and support services are then provided by RCA, for a fee, to RCLO under a Staff and Services Agreement (the “Staff and Services Agreement”, which is described in “Item 10: Other Financial Industry Activities and Affiliations”).
The descriptions set forth herein and elsewhere in this document of specific advisory services that we offer to
Shenkman Group Clients, and investment strategies pursued and investments made by us on behalf of Shenkman
Group Clients, should not be understood to limit in any way our investment activities. We may offer any advisory
services, engage in any investment strategy and make any investment, including any not described in this Brochure,
that we consider appropriate, subject to each Shenkman Group Client’s investment objectives and guidelines.

Persons reviewing this Brochure should not consider it an offer to sell or any solicitation to buy securities of any
Sponsored Fund or account managed by the Shenkman Group or any of their affiliates. Such an offer will only be made
by means of an offering document delivered to eligible qualified investors. The offering documents will detail the types of
investments that may be purchased/sold. The investment strategies pursued by the Shenkman Group are speculative and
entail substantial risks. Shenkman Group Clients should be prepared to bear a substantial or total loss of capital. There
can be no assurance that the investment objectives will be achieved.

C. TAILORED ADVICE AND CLIENT RESTRICTIONS
We primarily manage client assets on a discretionary basis and seek to tailor our investment services to meet our clients’ objectives. Certain of our clients may impose restrictions or limitations on the types of investments we may make for their accounts, which include limitations by position, issuer, asset class, credit rating, industry/sector and other restrictions. Shenkman (or an affiliate) also serves as general partner or investment adviser to Sponsored Funds. These funds have investment guidelines that are not subject to the specific requirements of their underlying investors (unless otherwise specified). The offering documents for our Sponsored Funds contain more detailed information about the funds, including descriptions of their investment restrictions. Shenkman has entered, and in the future may enter, into arrangements with certain Shenkman Group Clients and investors in Sponsored Funds that grant such Shenkman Group Clients or investors special or more favorable rights that are not available to all Shenkman Group Clients and investors. Such special or more favorable rights include, but are not limited to: (i) different fee or liquidity arrangements, including fee sharing arrangements; (ii) additional reporting and/or greater access to certain information; (iii) opportunities to meet or speak with Shenkman’s investment team; and (iv) key-person, material litigation and similar notifications rights.
D. WRAP FEE PROGRAMS
Shenkman does not sponsor any wrap fee programs, although we provide portfolio management services to client accounts that participate in third-party wrap fee programs (“Wrap Fee Accounts”). Subject to differences in investment objectives, guidelines, and trading restrictions, we manage Wrap Fee Accounts substantially the same as we manage other client accounts within the same strategy. For instance, due to regulatory restrictions, most Wrap Fee Accounts are not eligible to purchase certain Rule 144A securities that other Shenkman Group Clients are eligible to buy. The value of Wrap Fee Accounts is also below our stated account size minimums; consequently, the weighting of investments in Wrap Fee Accounts differs from the weighting of investments in other Shenkman Group Client accounts. We receive a portion of the wrap program sponsor’s wrap fee for our services.
E. ASSETS UNDER MANAGEMENT
As of June 30, 2019, Shenkman managed approximately $29,503,356,000 of client assets calculated on the basis of regulatory assets under management, all on a discretionary basis. Shenkman has previously entered into, and may in the future enter, into non-discretionary investment advisory relationships, for which Shenkman is not deemed to have regulatory assets under management. please register to get more info

A. HOW WE ARE COMPENSATED
Asset-Based Fees. Shenkman charges asset-based management fees based on the value of the Shenkman Client’s assets under management. Our management fees range from 0.000% to 1.500% of assets under management, depending on the strategy involved and the vehicle in which the assets are held (e.g., a separately managed account or private fund). We negotiate fee arrangements with separately managed account clients and investors in Sponsored Funds based on their specific facts and circumstances, including the amount of assets to be placed under management, related accounts under management, lock-up or liquidity terms, portfolio style, account composition, reporting requirements, and other factors. We also aggregate certain related accounts when calculating management fees. We may also receive an asset-based management fee for the services we provide to each Sponsored Fund, which are described in the offering materials for each of those funds. Performance-Based Fees. We receive performance-based compensation from certain Sponsored Funds and separately managed account clients. The fees applicable to the Sponsored Funds are set forth and described in the offering materials for each of those funds. Consistent with applicable laws and regulations, including Rule 205-3 under the Advisers Act, we receive performance-based fees from certain of our separately managed account clients as provided for in their respective advisory agreements. Performance fees generally range from 0.000% to 20.000% of returns and may be subject to performance hurdles, loss carry forwards, or other restrictions. Please see “Item 6: Performance-Based Fees and Side-by-Side Management” below for more information regarding performance-based fees. Service-Based Fees. As noted above, Shenkman has entered into an Intercompany Services Agreement with RCA pursuant to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared employees and systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance, information technology and development, and human resources. Such credit research and analysis and support services are then provided by RCA, for a fee, to RCLO under the Staff and Services Agreement. See “Item 10: Other Financial Industry Activities and Affiliations” for more details describing the Intercompany Services Agreement. Other Fees. Shenkman has the ability to enter into investment advisory agreements that provide for different fee terms than are described above. Such fee terms may include, but are not limited to, fixed fees.
B. BILLING AND DEDUCTION OF FEES
Asset-based management fees are generally charged in arrears on a monthly, quarterly, or annual basis based on the total net asset value of the assets in the client account (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued interest) on the last day of the month or quarter or at year-end (as applicable). Performance- based fees are typically payable annually in arrears based upon the amount by which the client’s investment returns for the year (or other time period) exceed a high water mark and/or a specified rate of return. The specific manner in which we charge our fees for separately managed account clients is set out in a written agreement with each client. The specific manner in which fees are charged to investors in our Sponsored Funds are described in the offering materials for each of those funds. We do not deduct advisory fees from client accounts (except in limited situations when specifically instructed by a client). We typically send an invoice to clients or their custodians on a quarterly, monthly or annual basis (as applicable). In certain cases, a client will send payment to us based upon its custodian’s valuation of the account’s value, and/or calculation of the fee amount due. We direct the custodians and/or prime brokers of certain of our Sponsored Funds to deduct our asset-based fees and any performance fees. For our Sponsored Funds that are CLOs, payment of fees is generally made through an independent trustee who is responsible for calculating and processing the payment pursuant to the CLO’s indenture; for Sponsored Funds that are Mutual Funds and UCITs, payment of fees is generally made by each fund’s administrator who is responsible for calculating and processing the payment pursuant to the fund’s prospectus. The manner by which RCA pays Shenkman is set forth in the Intercompany Services Agreement.
C. OTHER FEES AND EXPENSES
Fees and expenses that clients are responsible for can vary significantly among clients based on the specific advisory agreements or offering materials applicable to each client account or Sponsored Fund. Shenkman Group Clients and investors in Sponsored Funds should review such documents for precise information relating to the fees and expenses borne by a specific client account or Sponsored Fund. In addition to paying applicable fees, including asset-based management fees and performance-based compensation, Shenkman Group Clients, including Sponsored Funds, may be responsible for, subject to the terms of the applicable advisory, offering or organizational agreements, without limitation: (i) legal, accounting (including, without limitation, third-party accounting services and accounting software) and other professional fees and expenses (including, without limitation, third-party valuation services) which Shenkman reasonably believes are required or advisable to be incurred (A) in order to protect the assets of client accounts or Sponsored Funds (including participation on formal and informal creditor committees and participation in litigation), (B) in connection with the purchase or sale or maintenance of any investment, or (C) related to compliance with applicable law or regulation (including the costs of required regulatory or self-regulatory filings made in connection with the client account or its assets); (ii) the pro rata share of expenses of any entity in which the client account or Sponsored Fund invests (including the investment entity’s management fees or performance fees); (iii) investment expenses such as, but not limited to, brokerage commissions, interest on margin accounts and other indebtedness, borrowing charges on investments sold short, administrator, custodial and bank services fees, withholding and transfer taxes, clearing and settlement charges; (iv) research expenses (including the cost of research services and products used by the Shenkman Group, such as, for example, Bloomberg, Intex, and other live market feeds and online research); (v) trading and investment related technology software costs or additional programming, such as portfolio, order, compliance and risk management systems; (vi) shareholder proxy voting services; (vii) travel expenses incurred in connection with research and investments (whether consummated or not), including investment-related travel expenses of consultants, directors and experts; (viii) interest expenses, taxes, duties and other governmental charges, transfer and registration fees or similar expenses, other portfolio expenses, sales and use taxes; (ix) certain transaction-related expenses, including expenses associated with participation on creditor committees and outside counsel fees directly related to a transaction or investment; (x) other expenses related to the purchase, sale or transmittal of investments (including legal expenses incurred to enforce rights in respect of any investment and including any expenses incurred in connection with the organization and operation of vehicles formed to hold all or a portion of a client’s interests (including, in the case of Sponsored Funds, ownership of feeder funds in master funds)). In addition, expenses related to the formation and operation of Sponsored Funds and any extraordinary expenses as shall be determined by Shenkman in its sole discretion. Each Sponsored Fund that invests in a “master fund” indirectly bears the portfolio and other expenses of such master fund (including, without limitation, the types of expenses described above and the fees and expenses of such master fund’s administrator) pro rata based on the Sponsored Fund’s interest in such master fund. Certain Sponsored Funds also utilize trading vehicles or other special purpose vehicles, and all portfolio and other expenses relating to such vehicles are borne by the Sponsored Funds, in each case on a pro rata basis commensurate with the applicable Sponsored Fund’s interest in such a vehicle. From time-to-time, the Shenkman Group may invest assets of its separately managed account Clients into its Sponsored Funds in order for such Clients to gain exposure to an asset class or as otherwise agreed with such Shenkman Group Clients. The Shenkman Group Client will be provided with such Sponsored Fund’s offering materials and will be required to execute the applicable subscription agreement prior to any investment being accepted by the Sponsored Fund. The Sponsored Fund’s management fees will either be waived or offset against the Client’s separately managed account management fee with respect to such an investment, provided, however, that the Shenkman Group Client will be responsible for its proportional share of the Sponsored Fund’s organization and operating expenses, as detailed above.
D. ADVANCE FEES
In accordance with the applicable advisory agreement or offering materials, asset-based fees are generally paid in arrears on a monthly, quarterly or annual basis, and performance-based compensation is typically paid annually in arrears. Upon the specific request of a client, however, we may receive our fees up to six months in advance (i.e., prepaid fees). To the extent that we receive prepaid fees, such fees would be refunded to the client, on a pro rata basis, if we did not provide services for the entire period for which the prepaid fee corresponded.
E. SALES BASED COMPENSATION
Neither Shenkman nor any of its employees receives additional compensation for the sale of securities or other investment products.
F. ALLOCATION OF EXPENSES
Throughout the course of carrying out its investment advisory activities, the Shenkman Group may incur expenses that are borne or due to be borne by one or more Shenkman Group Clients, or that are borne or due to be borne by the Shenkman Group, and/or one or more Shenkman Group Client(s) (“Common Expenses”). The Shenkman Group seeks to allocate Common Expenses in a fair and reasonable manner consistent with its fiduciary duties.

Common Expenses will generally be allocated among applicable Shenkman Group Clients on a pro rata basis. However, the Shenkman Group has, and expects that it may in the future, deviate from pro rata allocation with respect to expenses that the Shenkman Group determines disproportionately benefit a particular Shenkman Group Client or group of Shenkman Group Clients. The determination as to the methodology to be used in such instance is generally based on relative use of the product or service, the nature or source of the expense, the relative benefits derived by the client accounts from the product or service, or other relevant factors. Where it is determined that an expense disproportionately benefits a particular Shenkman Group Client, the Shenkman Group may charge all or part of the expense to that Shenkman Group Client. Investors in a Sponsored Fund should refer to the offering documents pertaining to a particular Sponsored Fund for additional information regarding the allocation of expenses.

The Shenkman Group’s determinations with respect to whether certain specific expenses should be allocated fully to one or more Shenkman Group Clients, treated as Common Expenses, or borne entirely by the Shenkman Group require subjective judgments. The Shenkman Group has a conflict of interest when making such judgments because the Shenkman Group will bear the costs of any expenses not allocated fully or partially to a Shenkman Group Client. In addition, the allocation of certain Common Expenses among multiple Shenkman Group Clients could affect the size or performance of, and therefore the fees or performance compensation earned by the Shenkman Group with respect to, certain Shenkman Group Clients. Therefore, the Shenkman Group will generally have a conflict of interest when determining how to allocate expenses among such Shenkman Group Clients. please register to get more info

As discussed above in “Item 5: Fees and Compensation,” and consistent with Rule 205-3 under the Advisers Act, Shenkman is entitled to receive performance-based compensation from certain Shenkman Group Clients. Performance-based compensation creates an incentive for us to make investments that are riskier or more speculative than would be the case in the absence of such compensation. Certain Shenkman Group Clients have higher fees or more favorable performance-based compensation arrangements than other Shenkman Group Clients. Consequently, a conflict of interest exists because the Shenkman Group has greater incentive to favor Shenkman Group Clients from which the Shenkman Group receives higher management fees and/or with whom it has, or whom it has more favorable, performance-based compensation arrangements. Please also see “Item 10: Other Financial Industry Activities and Affiliations” and “Item 12: Brokerage Practices,” for more details on conflicts resulting from the management of multiple clients by the Shenkman Group. The Shenkman Group has adopted and implemented policies and procedures intended to address these potential and actual conflicts of interest, including trade allocation and aggregation policies. The Shenkman Group’s allocation policy seeks to allocate investment opportunities among Shenkman Group Clients fairly over time, and our aggregation policy generally requires that Shenkman Group Clients participate in aggregated orders on an average price basis. We also have systems and controls to monitor that investments made on behalf of a Shenkman Group Client comply with the applicable investment guidelines and restrictions pertaining to such Shenkman Group Client.
A. ALLOCATION OF INVESTMENT OPPORTUNITIES
The Shenkman Group will generally allocate investment opportunities among eligible Shenkman Group Clients pro rata based on each Shenkman Group Client’s total net asset value, or pursuant to alternative approved methodologies, including, without limitation, pursuant to (i) a target weighting of an account’s concentration in an applicable issue, issuer, industry, credit rating, duration, maturity, cash level, or similar portfolio attribute; (ii) a rotational system; (iii) a random selection of eligible accounts; or (iv) as otherwise approved by the Legal and Compliance Department. A Shenkman Group Client will generally be presumed to be eligible to participate in an investment opportunity executed on behalf of Shenkman Group Clients with similar investment objectives, strategies and risk profiles, provided, however, that an eligible Shenkman Group Client may be excluded from participating in an investment opportunity, or the amount of an eligible Shenkman Group Client’s allocation may be limited based on, among other things, the client’s investment guidelines, restrictions and specific instructions; legal, regulatory or tax restrictions; portfolio diversification/concentration considerations; and timing of cash flows, account liquidity and cash balances. Allocations are adjusted for rounding based on lot size and minimum increment requirements, or as otherwise approved by the Legal and Compliance Department. It is our goal to provide individualized treatment and customized solutions to each Shenkman Group Client. Due to the differences in investment objectives, strategies, guidelines and restrictions, along with the other criteria outlined above, including the availability and relative value of investment opportunities, there will be differences among accounts in invested positions and investments held, and such differences can be meaningful. There are no assurances that each Shenkman Group Client will participate in each eligible investment opportunity. In all cases, we seek to identify and mitigate all conflicts of interest and allocate investments fairly over time and in accordance with our fiduciary duties.
B. ORDER AGGREGATION
The Shenkman Group maintains a general practice of aggregating Shenkman Group Client trade orders for execution in order to achieve more favorable execution prices by buying or selling investments in greater quantity. Any initial allocations made prior to an order being placed, will be subject to adjustment depending upon, among other considerations, (1) the actual amount purchased or sold (e.g., partially-filled orders; (2) lot size and minimum increment requirements; and (3) if the order is a sale transaction, remaining position size by account. Aggregated orders are typically allocated among accounts based upon an average price, with all other transaction costs, if any, shared among the accounts on an equitable basis. Furthermore, due to the fact that market conditions fluctuate throughout the trading day, the Shenkman Group bifurcates the trading day into morning and afternoon trading sessions, and generally aggregates orders generated in the morning trading session separately from orders generated during the afternoon trading session. please register to get more info

We provide investment advisory services to a wide variety of clients, including, without limitation:  corporations  corporate ERISA plans  public pension plans  Taft-Hartley plans  religious and charitable organizations  endowments and foundations  insurance companies  mutual funds  UCITS  private funds (single investor or commingled)  CLOs  government entities and government-sponsored entities  family offices and high net worth individuals  wrap fee programs please register to get more info

A. METHODS OF ANALYSIS AND INVESTMENT STRATEGIES
Methods of Analysis

Our investment advisory services are focused on the leveraged finance market and we are dedicated to providing in-depth, bottom-up, fundamental credit analysis.

For our traditional credit strategies, we seek to invest primarily in higher quality debt of lower rated companies with strong and/or improving financial characteristics, while generally seeking to avoid those with a greater probability of default. Our investment philosophy is predicated on the following four core principles:

 Preserving Capital  Allowing the Compounding of Interest Income to Drive Risk-Adjusted Returns  Minimizing Defaults  Utilizing Proprietary Credit Analytics

In addition, our investment philosophy is based on the following six pillars:

I. Bottom-up, Fundamental Credit Analysis II. Broad Diversification III. Communication with Issuer’s Management IV. Disciplined Approach V. Monitoring Credits on a Systematic Basis VI. Comprehensive Reporting and Risk Control Systems We seek to apply a risk-averse philosophy based on bottom-up fundamental credit analysis across all market environments. Our investment philosophy centers on the basic tenet that comprehensive, fundamental credit research is the key to realizing above-average returns over a full market cycle. We believe this core principle is essential to properly manage the inherently higher credit risk associated with below investment-grade assets. Our analytical process includes using our proprietary tools to analyze historical and projected operating performance and trends, including liquidity, cash flow and a working capital analysis. For our alternative credit strategies, we seek to take advantage of the deep, bottom-up fundamental credit analysis used in our traditional credit strategies to evaluate investment opportunities with a higher risk/return profile or complex structured credit opportunities. Our investment philosophy in our alternative credit strategies centers on the basic tenet that comprehensive, fundamental research is the key to realizing above-average returns over a full market cycle. The CLO Debt and Equity strategies rely on a comprehensive research process focused on extensive manager due diligence (including a proprietary manager scoring system), deal structure and transaction analysis and an analysis of the underlying collateral and relative value of the deal. The opportunistic and tactical credit strategies are focused on event driven special situations across the corporate credit spectrum with the goal of deploying capital into opportunities with shifting credit risk profiles and to benefit from changes in market structure. Shenkman’s multi-asset credit strategy invests across asset classes and employs multiple strategies in seeking to achieve high risk adjusted returns with low volatility. In addition, Shenkman may offer single strategies focused on investments in assets of a particular region or sector, as well as customized strategies incorporating elements of multiple strategies and/or asset classes.

We provide advice and management with respect to all segments of the capital structure of leveraged companies. Our services relate to registered securities and securities and instruments not registered under the U.S. Securities Act of 1933 (including, but not limited to, securities issued pursuant to Rule 144A and Regulation S promulgated under that Act, as well as leveraged loans). Depending on the investment strategy employed, we may invest in U.S. dollar denominated and non-U.S. dollar denominated investment grade debt, below-investment grade debt, and equity instruments, including, but not limited to, notes, bonds (cash pay, zero coupon and toggle), convertible securities (bonds and preferred stock), yankee bonds, bonds with attached warrants, non-convertible preferred stock and other equity securities, U.S. Treasury and agency issues, and leveraged loans made to corporate borrowers, including term loans, bridge loans, delayed draw term loans, revolving loans and letter of credit facilities. We also provide advice and management with respect to: (i) defaulted and distressed bonds and other securities and obligations; (ii) defaulted and distressed leveraged loans; and (iii) equity and debt securities issued by CLOs.

From time-to-time, we also invest in derivative or synthetic securities that derive their value from an underlying security or instrument, and may engage in “Total Rate of Return” swap or similar transactions. We also provide advice and management with respect to equity securities issued by highly leveraged companies and investment grade companies, as well as put and call options. We enter into short positions, and may employ straddles, spreads and other combinations of put and call options and may use options or other derivatives, instruments and techniques for hedging purposes or to implement a strategy where we do not believe an investment in the underlying instrument is feasible or in the best interests of our clients. We may also engage in repurchase and reverse repurchase agreements or similar transactions. We also engage in foreign exchange currency transactions to hedge the underlying portfolio, or a specific share class in a Sponsored Fund, against declines in the value of certain investments and/or share classes as a result of changes in currency exchange rates.
Investing in securities involves the risk of loss, including loss of principal, which clients should be prepared to bear.

Investments Strategies

Our investment strategies include, but are not limited to:
TRADITIONAL CREDIT
 Senior Secured Loans (including, without limitation, U.S. and Global Leveraged Loan, and Ratings Constrained and Loss Constrained leveraged loan strategies)  High Yield Bonds (including, without limitation, U.S., European and Global High Yield Bond, Ratings and/or Loss Constrained High Yield Bond, and Global Fallen Angel/Rising Stars strategies)  Short Duration High Yield Bonds (including without limitation U.S. and Global Short Duration High Yield Bond strategies)  Convertible Securities (including, without limitation, U.S. and Global convertible securities, and investment grade convertible securities strategies)
ALTERNATIVE CREDIT
 CLO Debt & Equity (including, without limitation, High Grade, Broad Market, CLO Equity and Opportunistic strategies)  Absolute Return (including, without limitation, Multi-Asset Credit, Opportunistic Credit, Tactical Credit, and Energy Opportunistic strategies) All of our traditional credit investment strategies, and certain of our alternative credit investment strategies (or derivations thereof) are available through a separately managed account platform and certain of these investment strategies are also available through investment vehicles, including mutual funds for which we act as adviser or sub-adviser (each a “Mutual Fund”), private funds (single investor or commingled), Collateralized Loan Obligations (“CLOs”) and other securitized vehicles, and UCITS funds.
B. MATERIAL RISKS OF INVESTMENT STRATEGIES
Clients should understand that all investment strategies and the investments made pursuant to them involve the risk of loss, including the potential loss of the entire investment. The investment performance and success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The following is a list of the material risks Shenkman believes are associated with its investment strategies; it does not purport to be a complete enumeration or explanation of all such risks. Nature of Investments. Shenkman has broad discretion in making investments. These investments primarily consist of loans, bonds and convertible securities issued by highly leveraged (i.e., “high yield”) companies and debt and equity securities issued by CLOs. Each of these investments may have significant risks as a result of business, financial, market or legal uncertainties. Clients may also hold other long and short positions. Investments may also include unit securities that consist of a debt security and a warrant in the issuing company. There can be no assurance that we will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the value of investments. No guarantee or representation is made that our investment objectives will be achieved.
Diversification and Concentration. Shenkman may select investments for its clients that are concentrated in a limited
number or types of instruments. In addition, client portfolios may become significantly concentrated in investments related to a single or a limited number of issuers, industries, sectors, markets, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such investments.
Lack of Control. Shenkman invests in debt instruments and equity securities of companies that it does not control, which a
client may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which Shenkman does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve our clients’ interests. In addition, clients may share control over certain investments with co-investors, which may make it more difficult for Shenkman to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on client portfolios.
Hedging Transactions. Shenkman may cause clients to utilize a variety of financial instruments (including options and
derivatives), both for investment purposes and (to the extent desired) for risk management purposes in order to: (i) protect against possible changes in the market value of an investment portfolio resulting from fluctuations in the securities or commodities markets and changes in interest rates; (ii) protect the unrealized gains in the value of an investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in a client’s portfolio; (v) hedge the interest rate or currency exchange rate on any of a client’s liabilities or assets; (vi) protect against any increase in the price of any securities or commodities Shenkman anticipates purchasing on behalf of a client at a later date; or (vii) for any other reason that Shenkman deems appropriate. The success of Shenkman’s hedging is subject to Shenkman’s ability to correctly assess the degree of correlation between the performance of the instruments used to hedge and the performance of the investments in the portfolios being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the instances when Shenkman hedges a client’s portfolio positions is also subject to Shenkman’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While Shenkman may cause a client to enter into certain hedging transactions, like currency hedging, to seek to reduce risk, such transactions may result in a poorer overall performance for the client than if it had not engaged in any such hedging transactions. For a variety of reasons, Shenkman may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent a client from achieving the intended hedge or expose a client to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the client’s portfolio holdings. Fundamental Analysis. Certain trading decisions made by Shenkman may be based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data proves to be inaccurate or that other market participants have developed, based on such data, trading strategies similar to Shenkman’s trading strategies, Shenkman may not be able to realize its clients’ investment goals. In addition, fundamental market information is subject to interpretation. To the extent that Shenkman misinterprets the meaning of certain data, client portfolios may incur losses. General Global Economic and Market Conditions. The success of Shenkman’s activities will be affected by general economic and market conditions within the U.S. and globally, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws and regulations (including laws relating to taxation), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of investments. Volatility or illiquidity could impair the client portfolios’ profitability or result in losses. Portfolios may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Governmental Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these interventions will take place, what the interim interventions will be and/or the effect of such interventions on Shenkman’s strategies. Potential Interest Rate Increases. The United States is experiencing historically low interest rate levels. However, the continued strengthening of the U.S. economy and recent and potential future changes in U.S. government policy, including the deleveraging of the U.S. Federal Reserve Board’s balance sheet and recent interest rate increases, increase the risk that interest rates will continue to rise in the near future. Any future interest rate increases may result in periods of volatility and cause the value of the fixed income securities held by client portfolios to decrease, which may result in substantial withdrawals from certain Sponsored Funds, which, in turn, force such funds to liquidate such securities at disadvantageous prices negatively impacting the performance of such funds. Dealer Market Making. The value of debt investments will be affected by general market conditions, such as the volatility and liquidity of the leveraged finance market, which are affected by the ability of dealers to “make a market” in debt investments. In recent years, the market for debt instruments has significantly increased while dealer inventories have significantly decreased, relative to market size. This reduction in dealer inventories may be attributable to regulatory changes, such as capital requirements, and is expected to continue. As dealers’ inventories decrease, so does their ability to make a market (and, therefore, create liquidity) in the leveraged finance market. Especially during periods of rising interest rates, this could result in greater volatility and illiquidity in the leveraged finance market, which could impair profitability or result in losses. Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since many fixed rate obligations will be discount instruments when interest rates and/or spreads are high, and will be premium instruments when interest rates and/or spreads are low, such debt instruments may be adversely affected by changes in prepayments in any interest rate environment. The adverse effects of prepayments may impact fixed-income investments. First, particular investments may experience outright losses, as in the case of an interest-only instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that Shenkman may have constructed for these investments, resulting in a loss to a client’s overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Committee Participation. The Shenkman Group, acting on behalf of Shenkman Group Clients, may, from time-to-time, seek representation on formal or informal creditors’ committees, equity committees or other groups to ensure preservation or enhancement of Shenkman Group Clients’ position as a creditor or equity holder. A member of any such committee or group may owe certain obligations to all investors that the committee represents that are similarly situated. If the member of such committee or group concludes that the obligations owed to other investors as a committee or group member conflict with the duties owed to Shenkman Group Clients, general fiduciary principles may require such member to resign from that committee or group, thus denying the Shenkman Group Clients any benefits from participation on the committee or group. In addition, if the Shenkman Group or a Shenkman Group Client is represented on a committee or group, such entity may become an “insider” for purposes of federal securities laws and may, therefore, be restricted or prohibited from trading in the securities of such company, including any securities it already owns. Specifically, participation in restructuring activities frequently provides the participant with material non-public information that may restrict the Shenkman Group’s ability to trade in any of the company’s securities on Shenkman Group Client’s behalf. Determination of whether information is material and non-public and how long such information restricts trading is sometimes a matter of considerable uncertainty and judgment. Furthermore, participation on such committees may result in Shenkman Group Clients incurring expenses, including legal fees. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). If Shenkman causes its clients to engage in such conduct, such clients may be subject to claims from creditors of an obligor that debt held by the clients should be equitably subordinated. Liquidity Risk. Shenkman invests client assets in loans, bonds or other instruments that are thinly-traded or for which no market exists. The financial markets have experienced and may, in the future, experience substantial fluctuations in prices for these investments and limited liquidity for such instruments. During periods of limited liquidity and higher price volatility, Shenkman’s ability to acquire or dispose of investments at a price and time that we deem advantageous may be severely impaired, and may also inhibit us from taking advantage of market opportunities. Some investments may also have a limited trading market (or none) under any market conditions. Illiquid investments may trade at a discount from comparable, more liquid investments. The impact of low liquidity on the global credit markets may adversely affect our portfolio management flexibility and ultimately, our ability to achieve a client’s performance objectives. Additionally, bank loans generally are subject to legal or contractual restrictions on resale, may trade infrequently, and their value may be impaired when we need to liquidate such loans. Bonds generally trade only in the over-the-counter market rather than an organized exchange and may be more difficult to purchase or sell at a fair price, which could have a negative impact on performance. Interest Rate Risk. When interest rates decline, the value of a portfolio invested in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a portfolio investment in fixed-rate obligations can be expected to decline. Although the value of investments will vary, Shenkman expects investments in floating rate loans to minimize fluctuations in value as a result of changes in market interest rates. However, because floating rates on loans only reset periodically, changes in prevailing interest rates can still be expected to cause some fluctuation in the value of client portfolios. Similarly, it is likely there will be less governmental action in the near future to maintain low interest rates. The negative impact on fixed income securities from the resulting rate increases for that and other reasons could be swift and significant, which could cause a decline in the value of a client’s portfolio. Other economic factors (such as large downward movement in stock prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity) can also adversely impact the markets for loans and other debt obligations. Rating downgrades of holdings or their issuers will generally reduce the value of such holdings. Non-U.S. Issuers. Shenkman invests assets in loans, bonds or other instruments of companies domiciled or operating outside of the United States. Investing in loans, bonds or other instruments of non-U.S. companies involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of U.S. companies, including: political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, restrictions on repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on the payment of dividends, interest, capital gains or other income; the small size of the financial markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility and costs associated with currency conversion; high transaction costs; and certain government policies that may restrict our investment opportunities. In addition, accounting and financial reporting standards that prevail in non-U.S. countries generally are not equivalent to United States standards and, consequently, less information may be available to investors in companies located outside the United States than is available to investors in companies located in the United States. Generally, there is also less regulation of the financial markets than there is in the United States. These risks may be even greater for investments in developing or emerging market countries. Purchasing Initial Private or Public Issuances. Shenkman purchases securities or loans of companies in initial private or public issuances (or shortly thereafter). Special risks associated with these securities or loans may include a limited amount of the offering available for trading, unseasoned trading, lack of investor knowledge of the company and limited operating history. These factors may contribute to substantial price volatility for these investments. The limited amount of the offering available for trading in these investments may make it more difficult for the Shenkman to buy or sell significant amounts of the investment without an unfavorable impact on prevailing market prices. In addition, some companies undertaking an initial private or public issuance are involved in relatively new industries or lines of business that may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. Currency Risk. Shenkman invests in investments denominated in currencies other than the U.S. dollar or the base currency of the Shenkman Group Client account or Sponsored Fund. Shenkman may or may not seek to hedge non-U.S. currency exposure by entering into currency hedging transactions. Currency exchange rates can be extremely volatile and if a currency hedge is not entered into, an investment may lose value due to fluctuations in the rate of exchange entirely apart from the quality or performance of the investment itself. A currency hedge may be entered into in an effort to protect against fluctuations in exchange rates. It is not possible, however, to hedge fully or perfectly against currency fluctuations affecting the value of an investment denominated in any particular currency and the client may still have losses as a result of the investment or hedge losing value. There can be no guarantee that instruments suitable for hedging currency or market shifts will be available at the time when Shenkman wishes to use them, or that hedging techniques employed by Shenkman will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Small and Medium Capitalization Companies. Shenkman may invest in the loans, bonds or other instruments of companies with small- to medium-sized market capitalizations. Although we believe these investments often provide significant potential for appreciation, they also involve higher risks in some respects than do investments in larger companies, including more volatility than large-capitalization investments and a higher risk of bankruptcy or insolvency. In addition, due to thin trading in the investments of some small-capitalization companies, an investment in those companies may be illiquid. Short Selling. If authorized, Shenkman may invest in short positions. A short sale involves the sale of a security or other instrument that is not owned. To make delivery to the buyer, the instrument must be borrowed with an obligation to deliver the instrument to the lender of such instrument and to pay any dividend or interest payable on the instrument until it is returned to that lender. A short sale creates the risk of a theoretically unlimited loss because the price of the underlying instrument could theoretically increase without limit, which would then increase the cost of buying the instrument to cover the short position. Additionally, if we do not have the ability to borrow securities or other instruments sold short, we could be “bought in” (i.e., forced to repurchase the instruments in the open market to return to the lender). There can also be no assurance that the instruments necessary to cover a short position will be available for purchase at or near the prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. In addition, the occurrence of a “short-squeeze” (the inability to maintain a “borrow” on securities) could force us to cover a short position and realize an investment loss. Leverage/Margin Borrowing. If authorized, Shenkman may create leverage on behalf of an account or Sponsored Fund through the use of margin transactions, explicit borrowings, short sale positions, repurchase or reverse repurchase agreements, and derivative instruments. While the use of leverage can substantially improve the return on invested capital, it may also increase the adverse impact to the portfolio. Accordingly, any event that adversely affects the value of an investment, either directly or indirectly, would be magnified to the extent that leverage is employed. The cumulative effect of the use of leverage, directly or indirectly, in a market that moves adversely to the investments of the entity employing leverage would result in a loss that would be greater than if leverage were not employed. Additionally, in an unsettled credit environment, Shenkman may find it difficult or impossible to obtain leverage when desired. In such event, Shenkman could find it difficult to implement its strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in Shenkman being forced to unwind positions quickly and at prices below what Shenkman deems to be fair value for the positions. In addition, if securities pledged to a broker to secure a margin account decline in value, or should the broker increase its margin maintenance requirements (i.e., reduce the percentage of a position that can be financed), then the applicable account could be subject to a “margin call,” pursuant to which the Shenkman Group (on behalf of the Shenkman Group Client account) must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. Energy Sector Concentration Risk. Investments in our energy opportunistic strategy are highly concentrated in the energy sector. Consequently, there is a risk that investments will be subject to more rapid change in value than would be the case for other strategies that maintain a wide diversification among securities or industry sectors. The value of a portfolio invested pursuant to this strategy is also vulnerable to factors affecting the energy and natural resources industries, such as increasing regulation of the energy and natural resources sectors by both the U.S. and other governmental entities, geopolitical and weather-related events, developments in the energy and natural resources sectors and conservation incentives. Increased energy and natural resources regulations may, among other things, increase compliance costs and affect business opportunities for the companies in which we invest. Consequently, the investment objective of the energy opportunist strategy may be difficult to achieve. Arbitrage Transactions. If authorized, Shenkman may implement arbitrage strategies that attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in different forms. If the requisite elements of an arbitrage strategy are not properly analyzed or executed, or unexpected events or price movements intervene, losses can occur. Moreover, arbitrage strategies often depend upon identifying favorable “spreads,” which can also be identified, reduced or eliminated by other market participants. The success of Shenkman’s capital structure arbitrage strategy depends upon Shenkman’s ability to identify and exploit the relationships between movements in different securities within an issuer’s capital structure (including, bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involve uncertainty. There can be no assurance that Shenkman will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which Shenkman will seek to invest on behalf of Shenkman Clients will reduce the scope for Shenkman’s investment strategies. In the event that the perceived mispricings underlying the Shenkman Clients’ positions fail to materialize, these investment strategies could be unsuccessful or result in losses. Portfolio Turnover. Shenkman’s investment strategies may involve frequent trading, which may result in higher transaction costs and charges to accounts and ordinary income or short term capital gain treatment as opposed to long term capital gain treatment for U.S. federal income tax purposes. Counterparty Risk. Shenkman expects to cause Shenkman Clients to establish relationships to obtain financing, derivative execution, derivative intermediation and prime brokerage services that permit Shenkman to trade in any variety of markets or asset classes over time. However, there can be no assurance that Shenkman Clients will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit Shenkman’s trading activities, create losses, preclude Shenkman from engaging in certain transactions or prevent Shenkman from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on a Shenkman’s business due to the need for such counterparties. Shenkman may effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, Shenkman enters into contracts directly with dealer counterparties, which may expose clients to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, Shenkman Clients may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if Shenkman had caused such clients to enter into contracts with multiple counterparties. Certain OTC derivative contracts require collateral to be posted. If there is a default by a counterparty, under most normal circumstances clients will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of a portfolio being less than if Shenkman had not caused such client to enter into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of securities from such counterparty or the payment of claims therefor may be significantly delayed and Shenkman may recover substantially less than the full value of the securities entrusted to such counterparty. In addition, it is possible that legal and regulatory reforms may impact the laws that apply to insolvency proceedings and may impact whether a client may terminate its agreement with an insolvent counterparty. Collateral that Shenkman causes a Shenkman Client to post to its counterparties that is not segregated with a third-party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty were to become insolvent, such a client may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, Shenkman may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to a client’s assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on a client and its assets. Investors in a Sponsored Fund should assume that the insolvency of any such counterparty would result in significant delays in recovering the Sponsored Fund’s assets from, or the payment of claims by, such counterparty and a loss to the Fund, which could be material.
Regulation in the Derivatives Industry. There are many rules related to derivatives that may negatively impact Shenkman
Clients, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared OTC instruments and mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of Shenkman, and increase the amount of time that Shenkman spends on non- investment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to Shenkman Clients. These compliance obligations require employee training and use of technology, and there are operational risks borne by Shenkman in implementing procedures to comply with many of these additional obligations. These regulations may also result in Shenkman forgoing the use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCM”)) as the use of other parties may be more efficient for Shenkman from a regulatory perspective. However, this could limit Shenkman’s trading activities, create losses, preclude Shenkman from engaging in certain transactions or prevent Shenkman from trading at optimal rates and terms. Many of these requirements were implemented pursuant to the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the EU Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (known as the European Market Infrastructure Regulation or “EMIR”) and similar regulations globally. In the United States, the Dodd-Frank Act divides the regulatory responsibility for derivatives between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The CFTC has regulatory authority over “swaps” and the SEC has regulatory authority over “security-based swaps.” EMIR is being implemented in phases through the adoption of delegated acts by the European Commission. As a result of the SEC and CFTC bifurcation and the different pace at which the SEC, the CFTC, the European Commission and other international regulators have promulgated necessary regulations, different transactions are subject to different levels of regulation. Though many rules and regulations have been finalized, there are others, particularly SEC proposals with respect to security-based swaps and EMIR, that may well be adopted in the future. The following describes derivatives regulations that may have the most significant impact on Shenkman Clients: Swap Agreements. If authorized, Shenkman may engage in swap transactions. Most swap agreements calculate the obligations of the parties to the agreement on a “net” basis. Consequently, the Shenkman Client’s obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). Whether Shenkman’s use of swap agreements is successful in furthering its investment objective will depend on our ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. The Shenkman Client will bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap counterparty. Reporting. Most swap transactions have become subject to anonymous “real-time reporting,” meaning that information relating to transactions entered into by Shenkman will become visible to the market in ways that may harm Shenkman’s ability to enter into additional transactions at comparable prices or could enable competitors to “front-run” or replicate Shenkman’s strategies. Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through central clearinghouses. In the United States, clearing requirements have been implemented as part of the Dodd-Frank Act. The CFTC imposed its first clearing mandate on December 13, 2012 affecting certain interest rate and credit default swaps. It is expected that the CFTC and the SEC will introduce clearing requirements for additional classes of derivatives in the future. EMIR also requires OTC derivatives contracts meeting specific criteria to be cleared through central counterparties. Although such clearing requirements may be beneficial for a Shenkman Client in many respects (for instance, they may reduce the counterparty risk to the dealers to which the Shenkman Client would be exposed under non-cleared derivatives), the Shenkman Client could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and as a result the Shenkman Client may not be able to hedge its risks or express an investment view as well as it would using customizable derivatives available in the over-the-counter markets. Shenkman may have to split Shenkman Clients’ derivatives portfolios between centrally cleared and over-the-counter derivatives, which may result in operational inefficiencies and an inability to offset risk between centrally cleared and over-the counter positions, and which could lead to increased costs. Another risk is that a Shenkman Client may be subject to more onerous and more frequent (daily or even intraday) margin calls from both Shenkman’s FCM and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts, where the amount of initial margin posted on the contract is typically static throughout the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject Shenkman Clients to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect. Clearinghouses also limit the collateral that they will accept to cash, U.S. Treasury bonds and, in some cases, other highly rated sovereign and private debt instruments, which may require Shenkman Clients to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades to such Shenkman Clients. In addition, clearinghouses may not allow Shenkman to portfolio-margin Shenkman Clients’ positions, which may increase the applicable costs. Although standardized clearing for derivatives is intended to reduce risk (for instance, it may reduce the counterparty risk with respect to the dealers to which a Shenkman Client would be exposed under OTC derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and Shenkman’s FCM, subjecting Shenkman Clients to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Swap Execution Facilities. In addition to the central clearing requirement, certain swap transactions are now required to trade on regulated electronic platforms such as swap execution facilities (“SEFs”), which will require Shenkman Clients to subject themselves to regulation by these venues and subject Shenkman Clients to the jurisdiction of the CFTC. The EU regulatory framework governing derivatives is set not only by EMIR but also a legislative package known as a recast of the Markets in Financial Instruments Directive (“MIFID II”). Among other things, MIFID II will require transactions in derivatives to be executed on regulated trading venues. MIFID II has not yet been implemented into the local law of EU member states and as such it is currently difficult to assess a full impact of such regulatory reforms. Similarly, the SEC has yet to finalize rules related to security-based swap execution facilities. It is not clear whether these trading venues will benefit or impede liquidity, or how they will fare in times of market stress. Trading on these trading venues may increase the pricing discrepancy between assets and their hedges as products may not be able to be executed simultaneously, therefore increasing basis risk. It may also become relatively expensive for Shenkman Clients to obtain tailored swap products to hedge particular risks in its portfolio due to higher collateral requirements on bilateral transactions as a result of the new regulations. Margin Requirements for Non-Cleared Swaps. New rules issued by U.S., EU and other regulators globally (the “Margin Rules”) impose various margin requirements on all swaps that are not centrally cleared, including the establishment of minimum amounts of initial margin that must be posted, and, in some cases, the mandatory segregation of initial margin with a third-party custodian. Although the Margin Rules are intended to increase the stability of the derivatives market, the overall amount of margin that will be required to be posted to swap counterparties may increase by a material amount, and as a result Shenkman may not be able to deploy its clients’ capital as effectively. Additionally, to the extent that any Shenkman Clients are required to segregate initial margin with a third party custodian, additional costs will be incurred by such Shenkman Clients. Competition; Availability of Investments. Certain markets in which Shenkman invests are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that Shenkman will be able to identify or successfully pursue attractive investment opportunities in such environments. Volatility Risk. Shenkman’s investment program may involve the purchase and sale of relatively volatile securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such securities and/or markets can adversely affect the value of investments. Credit Ratings. In general, the credit rating assigned by a nationally recognized rating agency to a security represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such securities. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. Clients may incur losses if Shenkman makes investments based on credit ratings that subsequently change in a way not favorable to such clients’ investment objectives. In addition, Shenkman will make investment decisions irrespective of credit ratings or may disagree with published credit ratings and such determinations may cause losses if Shenkman’s credit determinations are contrary to or inconsistent with those published ratings (e.g., Shenkman may avoid issues whose published ratings are higher than Shenkman believes is appropriate and/or Shenkman may invest in issues whose published credit ratings are lower than Shenkman believes is appropriate). Co-Investments with Third Parties. Shenkman Group Clients may co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of clients or is in a position to take (or block) action in a manner contrary to the applicable client’s investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments. Litigation Risk. Some of the tactics that Shenkman may use involve litigation. Shenkman Group Clients could be party to lawsuits either initiated by it, or by a company in which such Shenkman Group Clients invest, other shareholders of such company, or U.S. federal, state and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the applicable Shenkman Group Clients. Warehouse Agreements. Shenkman expects to cause Shenkman Group Clients to enter into warehouse agreements (“Warehouse Agreements”) with certain collateral managers, including Shenkman or affiliates of Shenkman. Pursuant to such Warehouse Agreements, Shenkman Clients may provide financing, either directly or indirectly, for the purchase of assets, or may own certain assets (“Warehouse Securities”) in anticipation of such assets constituting the collateral of a CLO or other structured transaction. Upon the closing of a structured transaction to which the Warehouse Agreement relates, the Shenkman Clients may or may not purchase securities issued in such structured transactions. Shenkman Clients may not achieve their investment objective in financing the warehouse if the Warehouse Securities are not purchased in a structured transaction or where a structured transaction fails to close. A collateral manager will purchase Warehouse Securities from the warehouse for a structured transaction only to the extent that the collateral manager determines that such purchases are consistent with the investment guidelines of the structured transaction, the restrictions contained in the collateral management agreement and applicable law. If Warehouse Securities are not purchased for a structured transaction, depending on the terms of the Warehouse Agreement, Warehouse Securities may be liquidated, which may result in a profit or a loss to a Shenkman Client, or a Shenkman Client may take possession of the Warehouse Securities. In either case, the Shenkman Client will bear the risk that the value of such Warehouse Securities may be below their purchase price. If a structured transaction fails to close, in addition to the foregoing risks, a Shenkman Client may not be paid for financing the warehouse facility. Brexit. The United Kingdom has notified the European Council of its intention to withdraw from the European Union. The ongoing withdrawal process could cause an extended period of uncertainty and market volatility, not just in the United Kingdom but throughout the European Union, the European Economic Area and globally. It is not possible to ascertain the precise impact these events may have on Shenkman Group Clients or the Shenkman Group from an economic, financial or regulatory perspective but any such impact could have material consequences for Shenkman Group Clients and/or the Shenkman Group. Systems and Operational Risks Generally. The Shenkman Group relies heavily on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain investments, to monitor client portfolios and capital, and to generate risk management and other reports that are critical to oversight of its activities. In addition, Shenkman relies on information systems to store sensitive information. Certain of Shenkman’s activities are dependent upon systems operated by third parties, including prime brokers, administrators, custodians, agent banks, market counterparties and other service providers, and Shenkman may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by Shenkman, prime brokers, administrators, custodians, agent banks, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in Shenkman’s operations may cause clients to suffer, among other things, financial loss, the disruption of business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on clients. Cybersecurity Risk. As part of its business, the Shenkman Group processes, stores and transmits large amounts of electronic information, including information relating to the transactions of clients and investors in Sponsored Funds and personally identifiable information of clients and investors in Sponsored Funds. Similarly, service providers of Shenkman and its clients may process, store and transmit such information. Shenkman has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. 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. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Shenkman may be susceptible to compromise, leading to a breach of Shenkman’s network. Shenkman’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by Shenkman to clients and investors may also be susceptible to compromise. Breach of Shenkman’s information systems may cause information relating to the transactions of clients and investors and personally identifiable information of clients and investors to be lost or improperly accessed, used or disclosed. The service providers of Shenkman and its clients are subject to the same electronic information security threats as Shenkman. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of clients and investors and personally identifiable information of clients and investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Shenkman’s or clients’ proprietary information may cause clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on clients’ investments.
C. RISKS ASSOCIATED WITH PARTICULAR TYPES OF INVESTMENTS
We generally do not recommend a particular type of investment instrument to Shenkman Clients, but rather, we recommend and employ strategies that may invest in multiple investment instruments. Given the broad discretion we have in managing the client accounts and Sponsored Funds, any one or more of the risks listed in the previous section may be incurred by Shenkman Clients. However, because it may be useful in understanding our investment strategies, set forth below is a non-exclusive list of certain risks related to securities and other instruments that may be utilized within Shenkman Clients portfolios: High Yield Debt Securities and High Yield Bank Loans. Shenkman primarily invests in debt securities and bank loans that are rated below investment-grade by one or more nationally recognized statistical rating organizations or are unrated but considered to be of comparable credit quality to obligations rated below investment-grade (“High Yield Securities”). High Yield Securities have greater credit and liquidity risk than more highly rated debt obligations and are generally unsecured and may be subordinate to other obligations of the issuer. The lower rating of High Yield Securities reflects a greater possibility that adverse changes in the financial condition of the issuer or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the issuer to make payments of principal and interest. Many issuers of High Yield Securities are highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. Overall declines in the below investment-grade bond and other markets may adversely affect such issuers by inhibiting their ability to refinance their debt at maturity. Further, bankruptcy and similar laws applicable to issuers of the High Yield Securities may limit the amount of any recovery in respect of the High Yield Securities if the issuer is insolvent, and may also adversely affect the timing of any such recovery to which Shenkman Clients’ may be entitled. High Yield Securities have historically experienced greater default rates than has been the case for investment-grade securities. Debt Instruments. Debt instruments of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal in accordance with the terms of the obligations. Corporate Debt. Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, Shenkman may cause Shenkman Clients to pay interest in kind in connection with its investments in corporate debt and related financial instruments (e.g., the principal owed in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, may result in substantial losses. Mezzanine Debt. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of Shenkman to influence a company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for more senior instruments. In the event of the insolvency of a portfolio company or similar event, the debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Zero-Coupon and Deferred Interest Bonds. Zero-coupon bonds and deferred interest bonds are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. Stressed Debt. Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt instruments are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical please register to get more info

There are no disciplinary events to disclose. please register to get more info

A. INVESTMENT ADVISER AFFILIATES
Shenkman is the parent company of Shenkman Capital Management Ltd (“Shenkman UK”), a private limited company incorporated in England and Wales that is authorized and regulated by the U.K. Financial Conduct Authority (“FCA”). Shenkman UK provides trade execution, research and other services to Shenkman within the scope of its FCA permissions. Shenkman is the parent company of Shenkman Investments, LLC and an affiliate of Shenkman Capital Management, L.L.C., Shenkman Winchester GP LLC, and Shenkman Tactical Credit GP LLC, four Delaware limited liability companies, each of which serves as the general partner, managing member, or an equivalent role to certain Sponsored Funds.

Shenkman is under common control with each of RCA, RV, and RCLO. RCLO’s primary business is to sponsor and provide portfolio management services to CLOs. RCA owns a controlling interest in RV, and RV is the managing member of RCLO. RCA is registered as an investment adviser with the SEC, and RCLO is a relying adviser of RCA.

Shenkman has entered into the Intercompany Services Agreement with RCA pursuant to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared employees and systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance, information technology and development, and human resources. RCLO and RCA have entered into the Staff and Services Agreement whereby RCA provides (or arranges for the provision of) to RCLO, for a fee, certain personnel, facilities and systems that may assist RCLO with various middle and back- office services, including (without limitation): (i) administrative services under the constituent documents of each Romark CLO, (ii) compliance support and general risk analysis, (iii) advice relating to the appointment of valuation providers, (iv) assistance in the preparation of reports, (v) credit research, (vi) information technology infrastructure and (vii) physical facilities.

Certain Shenkman shareholders, officers, and/or employees are shareholders, officers, and/or employees of RCA, while remaining as shareholders, officers, and/or employees of Shenkman and thus will act as dual shareholders, officers, and/or employees of Shenkman and RCA, and in some instances, are shareholders, officers, and/or employees of all three of Shenkman, RCA, and RCLO.
B. MATERIAL CONFLICTS OF INTEREST RELATING TO OTHER INVESTMENT ADVISERS
 Shenkman serves as investment adviser or sub-adviser to Mutual Funds.  Shenkman serves as investment adviser of certain Sponsored Funds for which a related person may act as general partner or in a similar capacity.  Shenkman serves as collateral manager to CLOs, and in the future may serve as investment manager to other securitized vehicles.  Shenkman serves as investment adviser and promoter of UCITS funds.  RCLO serves as collateral manager and/or sub-adviser to CLOs, including CLOs for which Shenkman had previously served as collateral manager.  Shenkman and its related persons, including employees, shareholders and directors, have substantial investments in certain Sponsored Funds. As described herein, the Shenkman Group and its partners, officers, employees, affiliates, and agents are subject to certain potential or actual conflicts of interest in connection with the activities of, and investments by, the Shenkman Group.

As an investment adviser registered with the SEC, Shenkman intends to act in good faith in a manner consistent with its duties under applicable law. However, Shenkman is subject to various conflicts of interest including those arising from its relationships with other members the Shenkman Group, which currently and in the future will serve as investment adviser to Sponsored Funds, separately managed accounts or similar vehicles. The Shenkman Group actively engages, and in the future will engage, in a broad spectrum of activities, including direct investment activities and investment advisory activities, and have extensive investment activities that are independent from, and may from time-to-time conflict or compete with, Shenkman and Shenkman Clients’ investment activities. These circumstances could give rise to numerous situations where interests conflict, including, as further noted herein, the investment by different Shenkman Group Clients in the same investment or in different levels of the capital structure of the same issuer, or other dealings involving different Shenkman Group Clients. In addition to what is already described herein, the particular circumstances described below further illustrate some of the conflicts of interest that may arise. However, there can be no assurance that these or other conflicts of interest with the potential for adverse effects on Shenkman Group Clients will not arise.

Conflicts of interest also arise as to the allocation of investment opportunities among Shenkman Group Clients. The Shenkman Group maintains policies and procedures designed to ensure that all Shenkman Group Clients are treated fairly over time. See “Item 6: Performance-Based Fees and Side-By-Side Management and “Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information.

BROKER-DEALER REGISTRATION STATUS
Neither Shenkman, its affiliates, nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or as a registered representative of a broker-dealer.
FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR OR COMMODITY TRADING ADVISOR
REGISTRATION STATUS
Neither Shenkman, its affiliates, nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated of the person foregoing entities.

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TRANSACTIONS AND PERSONAL TRADING
A. CODE OF ETHICS AND PERSONAL TRADING
As part of its overall compliance program, the Shenkman Group has adopted a Code of Ethics (the “Code of Ethics”) that imposes standards of business conduct, including standards and procedures for the detection and prevention of inappropriate personal securities transactions by our employees, and addresses other situations involving conflicts of interest. One of the intentions of the Code of Ethics is to ensure that the personal securities transactions of persons subject to it are conducted in accordance with the following principles: (i) the duty at all times to place the interests of Shenkman Group Clients first; (ii) the requirement that all personal securities transactions be conducted consistent with the Code of Ethics and in such a manner as to identify and mitigate any conflict of interest and avoid any abuse of an individual’s responsibility and position of trust; (iii) the fundamental standard that our employees not take inappropriate advantage of their positions; and (iv) the duty at all times to comply with applicable state and federal securities laws. The Shenkman Group’s Code of Ethics requires employees to obtain pre-approval for personal securities transactions, except with respect to transactions involving municipal bonds, mutual funds for which the Shenkman Group does not serve as investment adviser or sub-adviser, closed-end funds, exchange traded funds, or exchange traded notes. The Shenkman Group permits its employees to engage in personal securities trading, but does not allow them to purchase high yield or “cross over” (i.e., rated investment grade by one rating agency and below investment grade by another rating agency) bonds or loans or to purchase any securities of an issuer that is on a Shenkman Group list of approved issuers (the “Approved List”) or an issuer whose securities or loans are otherwise owned by one or more Shenkman Group Clients. If granted, an approval is generally valid until the close of business on the next business day after such approval is granted. The Code of Ethics also includes a prohibition on insider trading and requires reporting of personal securities accounts, transactions and/or holdings to the Legal and Compliance Department (subject to certain limited exceptions).

Additionally, the Code of Ethics sets out general standards of conduct and ethics to which all of our employees must adhere. The Legal and Compliance Department conducts annual compliance “teach-ins” for all employees. The Code of Ethics is reviewed at these teach-ins, and employees are reminded of their duty to treat all of our clients fairly at all times. All Shenkman Group employees are also required to read the Code of Ethics each year and sign an Acknowledgement of Compliance.

Existing and prospective Shenkman Group Clients may obtain a copy of the Code of Ethics by sending a written request via e-mail to legal@shenkmancapital.com or by calling (212) 867-9090.

In certain circumstances, the Chief Compliance Officer or his designee may grant exceptions to the Shenkman Group’s compliance policies and procedures (including the Code of Ethics) when it is believed, based on the particular facts and circumstances, that doing so would not harm a Shenkman Group Client or otherwise interfere with the Shenkman Group’s fiduciary duties.
B. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS

As discussed above in “Item 5: Fees and Compensation” and “Item 6: Performance-Based Fees and Side-by-Side Management” and “Item 10: Other Financial Industry Activities and Affiliations,” Shenkman (or a related person) acts as general partner or investment adviser to Sponsored Funds for which we receive asset-based management fees and/or performance-based compensation. The Shenkman Group, and/or its affiliates, employees, officers, shareholders, and directors (including individuals involved in making investment decisions on behalf of such Sponsored Fund) also invests in one or more Sponsored Funds, and such investments may represent a significant portion of each individual’s net worth. Additionally, such investments are concentrated in Sponsored Funds from which Shenkman and/or certain employees (through ownership interests in affiliates of Shenkman) receive performance-based compensation. These investments create a conflict of interest because we have an incentive to recommend transactions to such Sponsored Funds based on our own financial interests over others. See “Item 6: Performance-Based Fees and Side-By-Side Management” for additional information.
C. INVESTING IN THE SAME SECURITIES AS CLIENTS
The Shenkman Group, subject to the requirements of the Code of Ethics, permits employees to trade securities for their own accounts which sometimes results in such accounts holding the same investment held in, or holding other assets of an issuer held in, Shenkman Group Client accounts. This presents a conflict where, because of the information we have, the Shenkman Group and its employees are in a position to trade in a manner that could adversely affect Shenkman Group Clients (e.g., place affiliated or employee trades in securities of an issuer before or after Shenkman Group Client trades are executed in instruments of the same issuer in order to benefit from any price movements due to the Shenkman Group Client trades). In addition to affecting our objectivity, Shenkman Group Clients may also be harmed to the extent that personal trading adversely affects the price at which the Shenkman Group Client trades are executed. In an effort to mitigate this conflict, as set forth above, the Shenkman Group generally prohibits its employees from purchasing high yield or “cross over” (i.e., rated investment grade by one rating agency and below investment grade by another rating agency) bonds or loans or to invest in any securities of an issuer that is on the Approved List or an issuer whose securities or loans are otherwise owned by a Shenkman Group Client. The Shenkman Group requires employees to pre-clear their personal securities transactions with the Legal and Compliance Department. In addition, the Code of Ethics prohibits trading in any securities on the Shenkman Group’s “Restricted List” (i.e., a list of issuers concerning which we may be in possession of material non-public information). The Code of Ethics also requires reporting of personal securities accounts, transactions and/or holdings to the Legal and Compliance Department.
D. NON-EXCLUSIVE SERVICES
It should be noted that the Shenkman Group’s services to each Shenkman Group Client are not exclusive. Our employees and affiliates may effect transactions for their own accounts and for the accounts of other Shenkman Group Clients that differ materially from the advice given, or the time or nature of action taken, with respect to a particular Shenkman Group Client account. Also, it may not always be possible for the same investment positions to be taken or liquidated at the same time or at the same price.

The Shenkman Group also acts as investment adviser to Shenkman Group Clients that have issued debt instruments, and the Shenkman Group may enter into similar investment advisory relationships in the future. Such companies may be investors in investment vehicles of the Shenkman Group and the Shenkman Group may purchase, on behalf of a Shenkman Group Client, instruments issued by such companies. However, the Shenkman Group is not obligated to purchase or sell or recommend for purchase or sale for any Shenkman Group Client any security or other asset that we and our employees and affiliates may purchase or sell for their own accounts or for the account of any Shenkman Group Client.

The Shenkman Group engages in transactions and investment strategies for certain Shenkman Group Clients that differ from the transactions and strategies executed on behalf of other Shenkman Group Clients. The Shenkman Group invests in all segments of the capital structure of high yield issuers on behalf of Shenkman Group Clients and is not precluded from investing in instruments of a company held in another Shenkman Group Client, even if such positions may be adverse. Shenkman Group Clients have held, and it is expected that in the future they will at times hold, different investments of the same issuer that have different priorities. These investments create conflicts of interest, particularly because the Shenkman Group can take certain actions for some Shenkman Group Clients that can have an adverse effect on other Shenkman Group Clients (for example, in connection with restructuring and reorganization situations). For example, certain Shenkman Group Clients may hold senior or subordinated rights relative to other Shenkman Group Clients, or vice versa. This presents a conflict of interest because any action that the Shenkman Group were to take on behalf of the issuer’s senior instrument, for instance, could have an adverse effect on the issuer’s junior instrument, and vice versa, particularly in distressed or default situations. To the extent the Shenkman Group or any of its employees were to serve on a formal or informal creditor or similar committee on behalf of a client, such conflicts of interest may be exacerbated. The Shenkman Group has adopted procedures and controls reasonably designed to identify and address such conflicts.

Additionally, the Shenkman Group and its affiliates may make investments for certain Shenkman Group Clients that they conclude are inappropriate for other Shenkman Group Clients. For instance, one Shenkman Group Client may take short positions in the debt or equity instruments of certain issuers, while at the same time those instruments and/or other securities and/or leveraged loans of that issuer are acquired or held long by other Shenkman Group Clients. Conversely, the Shenkman Group may take long positions in the securities of certain issuers for a Shenkman Group Client, while at the same time those instruments and/or other securities and/or leveraged loans of that issuer are held short in or have been sold out of another Shenkman Group Client.

Shenkman Group Clients should be aware that although the Shenkman Group strives to identify and mitigate all conflicts of interest, and seeks to treat its clients in a fair and reasonable manner consistent with its fiduciary duties, there may be times when conflicts of interest are not resolved in a manner favorable to a specific Shenkman Group Client. Accordingly, the Shenkman Group conducts an annual review of its business practices to identify those areas that might pose a conflict of interest between the Shenkman Group and its clients. The Legal and Compliance Department endeavors to ensure that all relevant disclosures concerning conflicts of interest are included in this Brochure. Accordingly, the Legal and Compliance Department periodically reviews its existing policies and procedures designed to address such conflicts and will, in consultation with our Conflicts Committee, develop and implement additional policies and procedures, as deemed appropriate.
E. PRICING OF ASSETS
Shenkman is responsible for calculating asset-based and performance-based fees for certain Shenkman Client accounts and Sponsored Funds. A conflict of interest exists in these circumstances because we receive an asset-based advisory fee and/or performance-based compensation based on our determination of the value of the assets we manage. In these circumstances, we price the assets in accordance with our pricing policy. Under this pricing policy, bonds, convertibles and other securities are generally priced at the “mid” between the bid and ask prices we receive from a third-party pricing service or third-party broker/dealers, and bank loans are generally priced at the bid price we receive from a third-party pricing service or third-party broker/dealers. Our Traders and, as applicable, Portfolio Managers review month-end prices and may recommend that a price be modified when they believe the price provided by the third-party pricing service provider is not representative of an investment’s market value. All proposed modifications to month-end pricing must be consistent with our month-end pricing review procedures and reviewed and approved by our Valuation Committee. If third-party pricing and/or market quotations from a third-party broker/dealer are not available, the Shenkman Group’s Portfolio Managers, Traders and Co-CIOs (as applicable) shall seek to determine the fair market value for applicable investments in good faith based on objective market indicators and consistent with the Shenkman Group’s fiduciary duties. The fair market valuation of any such instrument, along with appropriate supporting documentation, must be presented to, and approved by, our Valuation Committee. With respect to any such instrument held by a Shenkman Group Client that is subject to ERISA, the Shenkman Group will engage an independent valuation agent to undertake a fair market valuation.
F. RECEIPT OF MATERIAL NON-PUBLIC INFORMATION
In certain circumstances, the Shenkman Group may also possess certain confidential or material, non-public information that, if disclosed, might be material to a decision to buy, sell or hold a security. In these instances, we add the issuer’s name to the Restricted List and we are prohibited from communicating such information or using it for a Shenkman Group Client’s benefit. The Shenkman Group and its employees are prohibited from transacting in instruments of issuers on the Restricted List, whether for a Shenkman Group Client or for their own accounts. In these circumstances, the Shenkman Group has no responsibility or liability to Shenkman Group Clients for not disclosing such information to Shenkman Group Clients (or the fact that we possess such information), or not using such information for the Shenkman Group Clients’ benefit, as a result of following our policies and procedures or applicable law.
G. DIFFERING TERMS OF INVESTMENT PRODUCTS
Shenkman Group Clients should be aware that the Shenkman Group offers many of its investment strategies through a variety of investment products, including, without limitation, separately managed accounts, private funds (single investor or comingled), CLOs, mutual funds and UCITS. Given the different structures of these products, certain Shenkman Group Clients are subject to terms and conditions that are materially different or more advantageous than available under different products. For example, mutual funds offer investors the ability to redeem from the fund daily, while private funds offer less frequent liquidity. Similarly a Shenkman Group Client with a separately managed account may have more transparency regarding the positions held in its account than would be available to an investor in a Sponsored Fund, and, further, separately managed account clients have the ability to terminate their investment management agreement with little or no notice (subject to the terms of the agreement), at which point the client could take control of the assets and may themselves liquidate the portfolio.

As a result of these differing liquidity and other terms, the Shenkman Group may acquire and/or dispose of investments for a Shenkman Group Client either prior to or subsequent to the acquisition and/or disposition of the same or similar securities held by another Shenkman Group Client. In certain circumstances, purchases or sales of securities by one Shenkman Group Client could adversely affect the value of the same securities held in another Shenkman Group Client’s portfolios. In addition, the Shenkman Group has caused, and expects to in the future to cause, certain Shenkman Group Clients to invest in opportunities with different levels of concentration or on different terms than that to which other Shenkman Group Clients invest in the same securities. These differences in terms and concentration could lead to substantially different investment outcomes among Shenkman Group Clients investing in the same securities. We seek to tailor our investment advisory services to meet Shenkman Group Client’s investment objective, constraints and investment guidelines, and the Shenkman Group’s judgments with respect to a particular Shenkman Group Client will at times differ from its judgments for other clients, even when two Shenkman Group Clients pursue similar investment strategies.
H. ALLOCATION OF TIME AND RESOURCES
The nature of managing accounts for multiple clients creates a conflict of interest with regard to time available to serve clients. Additionally, certain Shenkman shareholders, officers, and/or employees are shareholders, officers, and/or employees of RCA, while remaining as shareholders, officers, and/or employees of Shenkman and thus will act as dual shareholders, officers, and/or employees of Shenkman and RCA, and in some instances, are officers, and/or employees of all three of Shenkman, RCA, and RCLO. As such, there is a conflict of interest with regard to time available of such Shenkman shareholders, officers, and/or employees to serve Shenkman Clients and Romark Clients.

Shenkman Group Clients should be aware that the Shenkman Group, its affiliates, and their officers and/or employees will devote as much of their time to the activities of each Shenkman Group Client as they deem necessary and appropriate but that a conflict of interest exists as different Shenkman Group Clients may often be in competition for the time and effort of the Shenkman Group, its affiliates, and their officers and/or employees.

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A. FACTORS FOR SELECTING BROKER-DEALERS FOR CLIENT TRANSACTIONS

1. Broker Selection; Research and Soft Dollars
The Shenkman Group maintains an “Approved Broker List” and, as a general matter, only trades with brokers on the Approved Broker List. The Shenkman Group’s policies and procedures regarding brokerage allocation and execution are reasonably designed to achieve best execution under the circumstances. In seeking best execution, the Shenkman Group typically considers the full range of each broker’s services, including, but not limited to, the efficiency of execution, ability to handle large and/or complex orders, competitive rates, price, capital commitment to a particular issue, research capabilities, generation of investment ideas, market knowledge, settlement capabilities, confidentiality, financial responsibility and responsiveness. Nonetheless, acquiring certain issues of high yield securities and leveraged loans may require that the Shenkman Group use the particular broker (sometimes only one) that is willing to commit capital to a given issue. In selecting brokers to execute transactions and determining the reasonableness of their compensation, the Shenkman Group is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission cost or price.

The Shenkman Group’s Best Execution Committee is responsible for reviewing the quality and value of the services provided by broker-dealers used and for monitoring any commission levels paid to these broker-dealers. The Best Execution Committee will periodically monitor trading to ensure that best execution has been achieved in accordance with its policies and procedures

The Shenkman Group does not have any formal “soft dollar” arrangements nor does it anticipate entering into any formal “soft dollar” arrangements. Nevertheless, to the extent the Shenkman Group does receive any “soft dollar” benefits (e.g., research or execution services), it will only do so to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Shenkman Group may receive, without cost and unrelated to the execution of securities transactions, a broad range of research services from brokers, including information on the economy, industries, securities and individual companies, statistical information, market data, complimentary attendance at industry conference and events, access to company management, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information that may affect the economy and/or security prices. Subject to our best execution policy described above, the Shenkman Group will from time-to-time allocate securities or loan transactions to these brokerage firms. The research, information and services furnished by these brokers are useful in varying degrees and may be used in servicing Shenkman Group Clients. Some of these services may be used by the Shenkman Group in connection with accounts that paid no commissions to the broker providing such services. No formula has been established for the allocation of business to such brokers. The Shenkman Group may also pay brokers and their affiliates for certain specialized data and services, such as benchmark information, that are also unrelated to the execution of securities transactions. As previously noted, Shenkman UK is authorized and regulated by the FCA. Shenkman UK provides trade execution, research and other services to the Shenkman Group within the scope of its FCA permissions. Pursuant to the Markets in Financial Instruments Directive II (MiFID II), research provided by broker-dealers is generally required to be charged separately from other execution services. As a result, Shenkman UK may no longer accept the provision of research for free (unless such research is deemed to be an acceptable minor non-monetary benefit) or as part of bundled services. Shenkman UK has decided to bear the expense of research it purchases from its own resources.
2. Brokerage for Client Referrals
The Shenkman Group has formal and/or informal arrangements in place with brokers and/or affiliates of brokers who may market each of their products or otherwise make each of their products available to their respective clients. In certain circumstances, either of the Shenkman Group or our clients may compensate these brokers or their affiliates in connection with these arrangements (including, for example, a placement agent fee paid by a Shenkman Group Client). The Shenkman Group executes securities transactions through brokers (or their affiliates) who market Shenkman Group Client products or otherwise make such products available to clients. This practice creates a conflict of interest because the Shenkman Group has an incentive to select or recommend a broker based on our interest in receiving client referrals. Moreover, the allocation of transactions to brokers who (or that have affiliates who) market Shenkman Group products or otherwise make our products available to their clients is subject at all times to our obligation to obtain best execution under the circumstances.
3. Directed Brokerage
From time-to-time, certain Shenkman Group Clients have instructed the Shenkman Group to participate in directed brokerage arrangements for their accounts. A Shenkman Group Client should be aware that direction by a Shenkman Group Client to use a particular broker (or a prohibition from trading with certain brokers) to effect transactions could result in certain costs or disadvantages to such Shenkman Group Clients. Such costs may include higher brokerage commissions (because it may not be possible to aggregate orders to reduce transaction costs) and less favorable execution of transactions. By permitting Shenkman Group Clients to direct the Shenkman Group to execute their trades through a specified broker (or a prohibition from trading with certain brokers), the Shenkman Group may not make any attempt to negotiate prices or commissions on behalf of Shenkman Group Clients and, as a result, in such transactions Shenkman Group Clients may pay materially disparate spreads or commissions than they otherwise would.
B. CROSS TRADES
The Shenkman Group may also execute cross trades (i.e., the simultaneous purchase and sale of an investment from one Shenkman Group Client to another Shenkman Group Client. Cross trades may be executed for different Shenkman Group Clients on the same or a different day on which we trade in the same investment for other Shenkman Group Clients to the extent that this occurs, it could give rise to a conflict of interest because Shenkman Group Clients acquiring securities through a cross trade would pay lower execution costs than Shenkman Group Clients purchasing these instruments through a broker-dealer and Shenkman Group Clients disposing securities through a cross trade would receive higher execution proceeds than Shenkman Group Clients disposing of these instruments through a broker-dealer.

The Shenkman Group usually executes cross trades directly among eligible Shenkman Group Clients but in certain cases may use a broker to effect the trade. The Shenkman Group believes cross trades benefit Shenkman Group Clients on both sides of the trade by minimizing the spread, mark-up or commissions that would be paid to a broker. In these instances, the purchase price generally reflects the mean of the bid and ask prices as quoted to us by a third-party pricing service or third party brokers. If a broker is needed for the trade, the security is sold to a broker selected by the Shenkman Group and then sold by that broker to the other Shenkman Group Client(s) at the mean of the bid and ask prices plus a fee not greater than one quarter of a point (i.e., $0.25 per $100 principal amount). These “broker” cross trades may still benefit Shenkman Group Clients on both sides of the trade because the “selling Shenkman Group Client” sells the security for more than the bid price (i.e., the price it would have received in the open market) and the “buying Shenkman Group Client” purchases the security at less than the ask price (i.e., the price it would have paid in the open market). In all instances, the Shenkman Group acts in a manner consistent with its fiduciary duties. The Shenkman Group does not receive any fees in connection with cross trades. Shenkman Group Clients investors should be aware that if a Mutual Fund participates in the cross trade, the transaction must be executed in accordance with the requirements of Rule 17a-7 under the Investment Company Act of 1940, and if a UCITS fund participates in the cross trade, it must be executed in accordance with that fund’s policy and procedures. In addition, cross trades generally will not be conducted with an ERISA account (including a Shenkman Group Client that has substantial benefit plan investors and is subject to ERISA), accounts of public retirement plans, or any accounts requesting to be treated as an ERISA account; provided, however, that the Legal and Compliance Department may permit any such cross trade between Shenkman Group Clients if it is executed in compliance with all applicable laws and regulations (e.g., Advisers Act, Investment Company Act, ERISA) and is in the best interest of all participating Shenkman Group Clients or is otherwise approved by the applicable Shenkman Group Client.
C. TRADE ERRORS
To the extent that a Trade Error occurs1, the Legal and Compliance Department will work together with the appropriate departments or employees to determine the best course of action to resolve the Trade Error. The Shenkman Group is responsible for its own Trade Errors and will reimburse an affected Shenkman Group Client for losses suffered due to Trade Errors. The Shenkman Group is not, however, responsible for losses associated with errors of other third parties, including third party brokers and custodians. If an error results in a gain to a Shenkman Group Client, the gain will remain in the affected Shenkman Group Client’s account.

The Shenkman Group has a conflict of interest when determining how to resolve a trade error because the Shenkman Group would be required to reimburse a Shenkman Group Client such losses. When a Trade Error is made on behalf of a Shenkman Group Client, the Shenkman Group will seek to resolve each Trade Error in a manner it considers appropriate and consistent with its fiduciary duties, subject to approval by the Chief Compliance Officer or his designee.

In addition, when the Shenkman Group calculates whether a trade error results in a loss, it generally looks to the transaction cost plus any interest income received or accrued, unless the Shenkman Group determines that applicable law or the advisory contract requires a different calculation methodology. Notwithstanding the foregoing, in connection with a trade error involving a Shenkman Group Client that is subject to ERISA, the Shenkman Group will not take into consideration the value of any interest income when calculating whether the trade error results in a loss.

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A. REGULAR REVIEW
Portfolio Managers communicate throughout the day with members of the Shenkman Group’s trading and research team to review the status of Shenkman Group Client investments and to provide instructions and guidance concerning pending transactions for Shenkman Group Clients. A review of each Shenkman Group Client account is conducted by the Shenkman Group Portfolio Manager on a periodic basis, under the supervision of the Shenkman Group’s Co-Chief Investment Officers (Mark R. Shenkman and Justin W. Slatky). Additionally, the Legal and Compliance Department reviews Shenkman Group Client portfolios for compliance with each Shenkman Group Client’s investment guidelines and restrictions.
B. AD HOC REVIEW
Changes in our outlook for the economy, the market, an individual investment or investment guideline may trigger a review of a Shenkman Group Client’s account in addition to the regular account reviews discussed above.
C. CLIENT REPORTING
Each separately managed account client receives (or has the opportunity to receive) the following regular written reports: (i) a monthly Market Perspective Letter that discusses the markets and industry trends; (ii) confirmations of all purchases and sales for its account; and (iii) monthly statements of investments held in the account, specifically setting forth the type of instrument, accrued income, book yield, current market yield and market value of the portfolio (including unrealized gains and losses, if any). Clients typically obtain their monthly account statements through a secure, password protected portal on our website. Daily portfolio reporting may also be made available through this portal. Investors in our Sponsored Funds (other than CLOs, Mutual Funds, or UCITS) are generally provided with quarterly unaudited account statements and annual audited financial statements within 120 days after the fund’s fiscal year-end and, if applicable, tax information. Investors in our UCITS and Mutual Funds are provided with semi-annual and annual reports in “Trade Error” means any trade error involving any transaction in any account directly or indirectly held by the client account or any derivatives contract or other similar agreement of the client account, including: (i) the placement of orders (either purchases or sales) in excess of the amount of an investment the Shenkman Group intended to trade; (ii) the sale of an investment when it should have been purchased; (iii) the purchase of an investment when it should have been sold and (iv) the purchase or sale of the wrong investment. accordance with applicable regulations. Investors in CLO clients typically receive reports from the trustee for the CLO client as to the CLO’s compliance with the underlying indenture requirements and the general performance of the vehicle. We also offer regular conference calls, in-person meetings and monthly account update letters to our clients and consider ad hoc and customized reporting requests. Shenkman has entered, and in the future may enter into, arrangements with certain Shenkman Group Clients and investors in Sponsored Funds that grant such Shenkman Group Clients or investors special or more favorable rights that are not available to all clients and investors. Such special or more favorable rights may include, but are not limited to: (i) different fee arrangements, which may include fee sharing arrangements; (ii) additional reporting and/or greater access to certain information; (iii) opportunities to meet or speak with Shenkman’s investment team; and (iv) key-person, material litigation and similar notifications rights. If we determine that any of these side letters or agreements represents a variation that would be material to other investors, we will disclose it in an appropriate fashion. It should be noted that Shenkman Group Clients with separately managed accounts have more transparency regarding the positions held in their accounts than would be available to investors in Sponsored Funds. Additionally, the level of reporting and transparency available to investors differs from fund-to-fund depending on the fund structure and investment strategy, as well as the arrangements discussed in the preceding paragraph, and such differences may be meaningful. Although all investors within a Sponsored Fund generally receive similar information, an investor may request and receive information that is not otherwise provided in a Sponsored Fund’s regular reports to investors. The Shenkman Group will only provide information that it would provide to any investor within the applicable Sponsored Fund that requests the information, but such information may provide the receiving investor with greater insight into the Sponsored Fund’s activities. This may enhance such investor’s ability to make investment decisions with respect to the Sponsored Fund.

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A. ECONOMIC BENEFITS FROM THIRD PARTIES
The Shenkman Group does not receive economic benefits from non-clients in exchange for providing investment advice and other advisory services.

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We do not maintain custody of separately managed account client assets. We may, however, be deemed to have custody of client assets for purposes of the Advisers Act if we deduct our advisory fees directly from a client’s account. As previously disclosed in “Item 5: Fees and Compensation” above, in limited circumstances, certain clients have directed us to deduct advisory fees from their accounts. Because the clients’ custodians would not calculate or review the amount of the fee deducted, these clients are urged to carefully review their custodial statements and compare them to any account statement that we may send, and, prior to processing the deduction of any management fees, we obtain written confirmation from the applicable client(s) that the client(s) received quarterly account statements from their custodian.

We are also deemed to have custody of the assets of our Sponsored Funds (other than Mutual Funds, UCITS and CLOs). The financial statements of these funds are audited at least annually by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board. We distribute these audited financial statements (prepared in accordance with generally accepted accounting principles) to the investors in the applicable Sponsored Funds within 120 days of the fund’s fiscal year end.

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We manage all of our clients’ assets on a discretionary basis. Prior to managing those assets, we enter into a written agreement that sets forth the scope of our discretion. Unless otherwise instructed or directed by a client, we have the authority to determine: (i) the securities to be purchased and sold for the client account (subject to restrictions on its activities as set forth in the applicable investment advisory agreement and any written investment guidelines); and (ii) the amount of securities to be purchased or sold for the client account. Because of the differences in client investment objectives and strategies, timing of subscriptions and redemptions, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held. Additionally, when we act on behalf of a Sponsored Fund, or in our capacity as general partner or investment adviser to a Sponsored Fund, our authority to select the identity and amount of securities to be bought or sold is limited by that fund’s offering documents. We do not employ leverage or margin unless authorized to do so by the client or a Sponsored Fund’s offering documents. We may enter into arrangements to provide investment advisory services to clients on a non-discretionary basis. With respect to such arrangements, the Shenkman Group is not deemed to have regulatory assets under management.

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A. SHENKMAN’S PROXY VOTING AUTHORITY
Investment advisory agreements with Shenkman Clients typically grant us authority to vote proxies on behalf of our separately managed account clients. The offering documents for our Sponsored Funds also typically grant us authority to vote their proxies.

The Shenkman Group maintains a Proxy Voting Policy and Procedures in accordance with Rule 206(4)-6 of the Advisers Act. The Shenkman Group seeks to vote proxies in their best interests and in accordance with these Proxy Voting Policy and Procedures.

In the case of bonds, loans or other instruments, we also take action pertaining to amendment and consent requests (e.g., a request to amend a bond’s indenture) as well as bankruptcy and reorganization proposals, as applicable (e.g., a proposal to restructure a debt security where the underlying issuer is in bankruptcy). The Shenkman Group will take action that it deems appropriate and in the best interests of Shenkman Group Clients with respect to such corporate actions. From time to time, the Shenkman Group may also submit proof of claims in connection with class action lawsuits.

From time to time, conflicts of interest arise due to due to the size and nature of the Shenkman Group’s operations and the fact that Shenkman Group Clients invest in various securities or issues of the same company with different priorities and interests. If a material conflict of interest arises, the Conflicts Committee will determine whether voting in accordance with its policies and procedures is in the best interests of the Shenkman Group Clients involved. Under no circumstances will the Shenkman Group place its own interests ahead of the interests of the Shenkman Group Clients in voting proxies, and the Shenkman Group seeks to vote proxies at all times in accordance with its fiduciary duties.

If the Shenkman Group determines that the proxy voting policies do not adequately address a material conflict of interest related to a proxy, the Shenkman Group will provide the affected Shenkman Group Client with copies of all proxy solicitation materials received by the Shenkman Group with respect to that proxy, notify the Shenkman Group Client of the conflict of interest, and of the Shenkman Group’s intended response to the proxy request (which response will be in accordance with the policies set forth in this statement), and request that the Shenkman Group Client consent to the Shenkman Group’s intended response. If the Shenkman Group Client consents to the Shenkman Group’s intended response or fails to respond to the notice within a reasonable period of time specified in the notice, the Shenkman Group will vote the proxy as described in the notice. If the Shenkman Group Client objects to the Shenkman Group’s intended response, the Shenkman Group will vote the proxy as directed by the Shenkman Group Client.

Each client may obtain a copy of the Proxy Voting Policy and Procedures and a record of how it voted its proxies by contacting us via email at legal@shenkmancapital.com by calling (212) 867-9090.
B. CLIENT PROXY VOTING AUTHORITY
If a Shenkman Client does not give us authority to vote its proxies, we consult with that Shenkman Client to determine the appropriate course of action to be taken in accordance with the Shenkman Client’s preference and instructions. please register to get more info

Shenkman has never filed for bankruptcy and we have no financial commitments that are likely to impair our ability to meet our contractual commitments to our clients. please register to get more info