Mariner’s Business1
Mariner provides discretionary portfolio management and advisory services to institutional clients which are primarily privately-offered pooled investment vehicles (each, a “Fund,” or together the “Funds”) and, to a lesser extent, insurance companies, endowments, foundations and plan sponsors via managed account agreements. Mariner has been in business since 1992. Mariner’s current ownership structure is as follows:  MIG Holdings, LLC (“MIG Holdings”) owns 100% of Mariner2;  OAM Capital, LLC owns approximately 76% of MIG Holdings (the remainder is held by current Mariner employees3);  OAM Holdings, is the sole owner of OAM Capital, LLC;  ORIX Global Asset Management, LLC is the sole owner of OAM Holdings, LLC;  ORIX OPCO Holdings, LLC is the sole owner of ORIX Global Asset Management, LLC;  ORIX Capital Markets, LLC is the sole owner of ORIX OPCO Holdings, LLC;  ORIX Corporation USA is the sole owner of ORIX Capital Markets, LLC; and  ORIX Corporation (NYSE: IX; TSE: 8591), a public company, owns 100% of ORIX Corporation USA.
Advisory Services
Mariner serves as investment adviser to numerous Funds (the “Mariner Funds”), separately managed accounts (the “Accounts”), and as asset manager of collateralized loan obligations (the “Securitized Vehicles”) (Collectively, Mariner Funds, Accounts and Securitized Vehicles are referred to herein as “Investment Advisory Accounts”). Mariner generally tailors its advisory services to the individual needs of its clients in Accounts, and manages the Mariner Funds and Securitized Vehicles in accordance with the investment strategy of each and not based upon the individual needs of the investors in the Mariner Funds and/or Securitized Vehicles 1 For information concerning OCP, Mariner’s affiliated relying adviser, please review OCP’s Brochure. 2 Mariner Investment (Europe) LLP is majority-owned (98%) by Mariner Europe Limited, which is wholly- owned by MIG Holdings, LLC. 3 For purposes of this disclosure, Mariner “employees” include employees, their family members and trusts set up by such persons. Mariner Funds Mariner acts as investment adviser to several types of Mariner Funds, including:  Hedge funds (the “Hedge Funds”) and private equity funds (the “Private Equity Funds”) that use various investment strategies to invest in securities and other investments (such as bonds, stocks, loans and derivatives);  Funds for which portfolio managers (or traders) trade a separate account or “book” for those Funds in a multi-strategy, multi-trader format (collectively, the “Multi-Strategy Funds”);  Funds that invest primarily in absolute return strategies indirectly through a traditional fund-of-funds format (each, a “Fund-of-Funds”). Please see Item 8 for information about the Mariner Funds’ investment strategies, investments in which those Funds invest, and risk factors associated with those strategies and investments. Each of the Mariner Funds rely on the exception from the definition of an “investment company” provided by Section 3(c) (7) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), except for Mariner Opportunities Fund, L.P. which relies on the exception from the definition of an “investment company” provided by Section 3(c) (1) of the 1940 Act and which is not currently being offered for new investment. Accounts Mariner also serves as investment manager to a limited number of Accounts for institutional investors, which Mariner usually manages side-by-side with Mariner Funds. Securitized Vehicles Mariner serves as investment adviser and/or asset manager to Securitized Vehicles. Please see Item 8 for information about the Securitized Vehicles’ investment strategies, investments in which those Securitized Vehicles invest, and risk factors associated with those strategies and investments. Each of the Securitized Vehicles relies upon an exception from the definition of an “investment company” provided by Section 3(c)(7) of the 1940 Act. Mariner generally manages the Securitized Vehicles in accordance with the specific requirements of the relevant Securitized Vehicle, as set forth in the governing documents of the Securitized Vehicle, and not based upon the individual needs of the investors in the Securitized Vehicle.
Client Restrictions
Mariner generally permits its clients to impose restrictions on their Accounts (i.e., separately managed accounts) with respect to: (i) the specific types of investments or asset classes that Mariner will or will not purchase for their Accounts; (ii) the nature of the issuers of investments that Mariner will or will not purchase for their Accounts; and/or (iii) the risk profile of instruments Mariner will or will not purchase for their Accounts, or the risk profile of the Accounts as a whole.
Client Assets
As of September 30, 2019, Mariner manages approximately $110.8 billion in Regulatory Assets Under Management (“RAUM”) and advises approximately $9 billion in client assets on a discretionary basis (“AUM”) and $1.1 billion in RAUM and AUM on a non-discretionary basis. please register to get more info

Compensation for Advisory Services
Generally Mariner (and its affiliates) generally charge advisory fees to Investment Advisory Accounts (whether the Mariner Funds, the Accounts or Securitized Vehicles) based on: (i) client assets under management; and (ii) the performance of an Investment Advisory Account over a specific time period (such as a year). Mariner’s fees are generally non-negotiable, but under special circumstances, the rate and type of fee may vary based on:  the nature of a particular client or investor in a Mariner Fund and/or the relationship the client or investor (or their respective advisor or consultant) has with Mariner or its affiliates (for example, Mariner may offer lower fees to large institutional investors in the Mariner Funds, or to large institutional separately managed accounts or to investors advised by the same investment advisor or consultant amongst other reasons);  the applicable investment strategy;  any restrictions or requirements imposed on Mariner;  the timing (e.g., initial seed capital); and/or  the amounts invested. Mariner (and its affiliates), in its sole discretion, may elect to waive or reduce its management fee and or incentive allocation (as applicable) for, but not limited to, its employees, affiliates, the family members of its employees or affiliates, or any investor without entitling any other investor to waiver or reduction. As a general policy and as discussed further below, Mariner deducts its asset and performance-based fees directly from the Mariner Funds and Account. In some [limited] instances (for example, large institutional investors who invest with Mariner via a “fund of one” Hedge Fund investment structure in which that investor is the sole investor in the Hedge Fund), management fees are negotiated and at times paid in arrears. For the Securitized Vehicles, the asset management fees will be payable from Interest Proceeds after payment of certain fees and expenses of the Issuer but prior to payment of interest on the Note (all short cites are defined in the Securitized Vehicles’ offering documents). Generally, investment advisory contracts terminate on, or shortly following, one party’s receipt of written notice of termination (for any (or no) reasons set forth in the investment advisory contract) from the other party. For example, investors in Mariner Funds do not generally have the ability to terminate the investment advisory contracts between such Mariner Funds and Mariner, however, in most cases investors may withdraw from Mariner Funds pursuant to the terms of the relevant Fund’s offering memorandum. Similar advisory services may be available from other investment advisers at lower cost. Asset-Based Fees The asset-based fees (or “management fees”) normally range from 0% to 2% per anuum of the client’s net assets value on the first day of each month or the first day of each month of such quarter (depending on the terms of the applicable offering document and/or investment management agreement) (or for the Private Equity Funds, of the amount of committed capital, drawn capital and/or paid-in capital that has actually been invested into the Fund’s portfolio companies) for the Mariner Funds and Accounts. Asset-based fees are generally payable monthly or quarterly in advance or arrears (on a pro-rated basis) for the Mariner Funds and the Accounts (depending on the terms of the applicable offering document and/or investment management agreement). With respect to any asset-based fees received in advance by Mariner, such fees for any month or quarter, as applicable, in which Mariner manages assets for less than a full month or full quarter, as applicable, shall be prorated, such proration to be calculated on the basis of the number of days in the month or quarter, as applicable, compared to the number of days the assets were under management during such month. In the event of an investor’s withdrawal from a Mariner Fund prior to the end of, as applicable, a month or quarter, Mariner will repay to the Mariner Fund and the Mariner Fund will distribute to the withdrawing investor a pro rata portion of the asset-based fee received in advance (based on the number of days remaining in the month or the quarter, as applicable). In the event of the termination of an investment management agreement for an Account prior to the end of, as applicable, a month or quarter, where the client has prepaid an asset-based fee, Mariner will refund to the client a pro rata portion of that fee (based on the number of days remaining in the month or the quarter, as applicable). For the Securitized Vehicles, each Securitized Vehicle pays management fees up to 0.50% annually. Management fees are based on the principal balance of the assets held in the portfolio on defined determination dates. Management fees are established during structuring and remain constant for the duration of the life of the Structured Vehicle. Management fees also accrue during a payment period. Performance-Based Fees Mariner’s performance-based fee4 normally ranges from 0% to 25% of the increase in the net asset value of an Investment Advisory Account (“Net Appreciation”) for the relevant time period (typically one year), which may be subject to a performance measure (for example, a high water mark, hurdle rate, loss carry forward or other adjustment) (each a “Performance Measure”). “Net appreciation” generally includes net investment profits (realized and unrealized), less investment transaction costs, applicable fees and all other accrued expenses including management fees. A performance fee is generally accrued monthly on an “as-if” earned basis and is payable at the end of the performance fee calculation period usually as of December 31st of each year (or on the termination of an investment management agreement or the withdrawal of an investor from a Mariner Fund). In certain instances, the performance fee may be payable as of the last day of the calendar quarter (or otherwise quarterly basis). To the extent certain Mariner Funds calculate the performance fee on a “series-by-series” basis, an Investor which acquires interests/shares in such Mariner Fund at more than one time during a calendar year (or performance fee calculation period) may be subject to paying a performance fee even though the overall value of such Investor’s investment in such Mariner Fund has declined. In addition, all or a portion of the performance-based fee may be paid to a Mariner affiliate. Investors directly invested in Mariner Funds are subject to the management and performance fees of the applicable Mariner Fund, as described in that Fund’s offering documents. For the Private Equity Funds, the performance-based fee (e.g., carried interest) is typically based on a distribution waterfall (as set forth in the applicable offering documents). For the Securitized Vehicles, Mariner may also charge performance fees of up to 20% of any remaining interest or principal proceeds after a hurdle rate. Fees are calculated and paid on a quarterly basis by the Trustee in accordance with the governing documents. All fees are paid in arrears (on pro-rated basis) on the payment date. In some cases, certain investors in a Structured Product Vehicle pay a different fee than others based upon, without limitation, the size of the investment and Highland’s overall relationship with the investors in the vehicles. Fund-Specific Compensation5 The following chart provides the fees of the Mariner Funds and Securitized Vehicles. Unless otherwise noted, asset-based fees are presented as an annual rate and are based on the average net asset value of the relevant Fund’s assets during the course of a year. Unless otherwise noted, performance-based fees are based on the net appreciation of the Fund’s assets during the relevant time period (usually during the course of a year). All investors and prospective investors should carefully review the applicable offering documents of each Mariner Fund and/or Securitized Vehicle 4 Please note that certain performance-based compensation is in the form of an allocation (to Mariner or its affiliate), instead of a fee. For purposes of this Brochure, any reference to the payment of a performance-based fee will also include, as applicable, the allocation of a performance-based allocation. 5 Please note that certain Mariner Fund investors (e.g., “seed” investors or institutional investors who make larger size investments and/or agree to subject those investments to additional investment withdrawal restrictions or other commitments) may have negotiated different asset-based or performance-based fees than set forth herein (e.g., lower fees). in conjunction with this brochure for complete information on the fees and compensation payable with respect to a particular Mariner Fund or Securitized Vehicle.
Mariner Funds
Name of Fund Asset-Based Fee Performance-Based Fee
Concordia G-10 Fixed Income Relative Value I, L.P. Concordia G-10 Fixed Income Relative Value Ltd 2.0% 20% (subject to a LIBOR hurdle) Concordia Institutional Multi- Strategy Ltd. 1.5% 20% (subject to a LIBOR hurdle) Concordia Municipal Opportunities Master Fund, L.P. Concordia Municipal Opportunities Fund III, L.P. 1.0% 16% (subject to a Performance Measure) Galton Agency MBS Offshore Fund, Ltd. 1.75% 20% (subject to a Performance Measure) Galton Mortgage Strategies Onshore Fund, L.P. Galton Mortgage Strategies Offshore Fund, Ltd. 1.75% 20% (subject to a Performance Measure) Galton Onshore Mortgage Recovery Fund III, L.P. Galton Offshore Mortgage Recovery Fund III, Ltd. 1.75% Carried interest based upon distribution waterfall Galton Onshore Mortgage Recovery Fund IV, L.P. Galton Offshore Mortgage Recovery Fund IV, Ltd. 1.75% Carried interest based upon distribution waterfall Company Fund, L.P. Company Feeder, L.P. 1.5% Carried interest based upon distribution waterfall. Company Fund II, L.P. 1.5% Carried interest based upon distribution waterfall. Company Feeder II, L.P. Mariner Atlantic, Ltd. Mariner Partners, L.P. 1.5-2% (varies by share class) 10 - 20% (subject to a Performance Measure) (varies by share class) Certain share classes may also pay traders performance-based fees of 16-25% of net appreciation (subject to a Performance Measure). Mariner CLO Opportunities Fund, L.P. 1.75% Carried interest based upon distribution waterfall. Mariner Fairwind Unit Trust 1.25% 15% (subject to a Performance Measure) Mariner Falcon CLO Fund, L.P. Up to 0.75% None Mariner Frontier Fund, L.P. 0.50% None Mariner Glen Oaks Fund, L.P. Mariner Glen Oaks Offshore Fund, L.P. 1.0% - 1.5% (varies by share class) 15-20% (varies by share class and subject to a Performance Measure) Mariner Alternative Relative Value Fund I, Ltd. 0.50% 25% (Subject to Performance Measure)

Securitized Vehicles

ELM CLO 2014-1 Ltd. Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO 2015-1 LLC Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO 2016-3, Ltd. Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO 2017-4, Ltd. Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO5, Ltd. Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO6, Ltd. Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO 7, Ltd. Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO 8, Ltd.6 Up to 0.50% 20% (subject to a Performance Measure) Mariner CLO 9, Ltd.7 Up to 0.50% 20% (subject to a Performance Measure) 6 Please note, Mariner CLO 8, Ltd, Mariner CLO 9, Ltd. and Mariner CLO 10, Ltd. have not launched as of the date of this filing. Mariner CLO 10, Ltd. 7 Up to 0.50% 20% (subject to a Performance Measure) Additional Expenses Please note, the information provided in this section is intended to be a broad, general overview of the additional expenses changed by Mariner Funds and Securitized Vehicles. Please refer to each Fund’s offering document for additional disclosures on expenses, especially for the additional expenses associated with the Private Equity Funds and Securitized Vehicles. Mariner’s fees are exclusive of, as applicable, brokerage commissions, transaction fees, origination fees, back office costs and other related costs and expenses, which are the clients’ responsibility. Custodians, broker-dealers, third party investment advisers and other third parties may impose fees on Mariner’s clients, such as management fees, performance fees, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Third- parties, such as funds in which Fund-of-Funds may invest, may incur soft dollar expenses, of which a Mariner client may incur a pro rata portion (see Item 12 for additional information). These charges, fees and commissions are generally exclusive of and in addition to Mariner’s fees, and may be paid by either a Fund (for example, brokerage commissions) or Mariner (for example, placement fees) to Mariner affiliates such as Back Office Services Group LLC (“BOSG”), Mariner Investment (Europe) LLP (“Mariner Europe”) and Mariner Group Capital Markets, LLC (“MGCM”) (see Item 10 below). In addition to the asset-based and performance based fees discussed above, the Mariner Funds bears all of its ordinary administrative and operating expenses, including, but not limited to, the Management Fee, Incentive Fee, organization costs, administrator fees, risk management expenses, legal, internal and external accounting and auditing expenses incurred at the Mariner Funds level in preparing, printing and delivering all reports (including such expenses incurred in connection with any Mariner Funds document), and all filing costs, fees and expenses (including, but not limited to, relating to the offer and sale of Interests such as costs and expenses arising from compliance with applicable marketing or offering laws or regulations (e.g., Swiss law on collective investment schemes)), and its allocable share of the Master Fund’s expenses, including, but not limited to, special, ordinary and/or recurring investment expenses, including but not limited to expenses incurred in buying, selling, packaging, structuring and holding securities and other investments, currency hedging costs, ongoing regulatory expenses, including, without limitation, the fees and expenses associated with any preparation and filings related to Form PF, CPO-PQR, FATCA (as defined in this Memorandum), the AIFM Directive and other regulatory filings which seek information about the Fund or the Master Fund, custodial costs, brokerage commissions, prime brokerage fees, automated order routing or similar fees, dealer spreads, mark-ups, exchange fees, give-up fees, execution fees, NFA fees, give-up fees, execution fees, research, investment and/or trading related expenses, including, without limitation, subscriptions, news and quotation equipment and services (including fees for data and software providers), expenses related to all market data and related software used by the Investment Manager, investment and trading related software, including data processing and storage, software development and trade order management software (e.g., software used to route trade orders), interest or taxes payable and other related transactional fees and interest charges with respect to the investment of the Master Fund’s assets, insurance premiums, research (e.g., data and news subscription services including, without limitation, Debtwire, CapitalStructure and Reorg Research), investment and consulting fees (e.g., for expert networks and investment consultants including, without limitation, Gerson Lehrman Group) and legal, internal and external accounting and auditing expenses incurred by the Master Fund. Each of the Partnership and the Master Fund also pays any extraordinary fees and expenses it may incur, including any litigation and indemnification expenses. In addition to the asset based and performance based fees discussed above, the Securitized Vehicles will be responsible for Administrative Expenses (as defined in the offering documents) which include amounts (including indemnification payments) due or accrued with respect to any Payment Date and payable by the Issuer or the Co-Issuer pursuant to the Indenture and the documents delivered pursuant to or in connection with the Indenture and the Securities, in the following order of priority: to (a)(i) the Trustee pursuant to the Indenture; then (ii) the Bank in all its capacities, including as Collateral Administrator; then (iii) the Administrator under the Administration Agreement; then (iv) make any capital contribution to an Issuer Subsidiary necessary to pay any taxes or governmental fees owing by such Issuer Subsidiary that are not otherwise paid by such Issuer Subsidiary; and then (v) the Rating Agencies for fees and expenses in connection with any rating of the Notes and the Collateral Obligations (including fees related to surveillance, credit estimates and monitoring of ratings), and then, (b) in the order of priority determined by the Asset Manager to (i) the Independent accountants, agents, valuation services and counsel of the Issuer for fees and expenses; (ii) the Asset Manager for expenses and other payments under the Indenture and the Asset Management Agreement; (iii) any Person in respect of any fees or expenses in connection with any application for listing of any Securities or any withdrawal of any such application; (iv) any Person in respect of any governmental fee, charge or tax (including any expenses incurred in connection with setting up and administering Issuer Subsidiaries or related to Tax Account Reporting Rules Compliance and other tax compliance); (v) any unpaid expenses related to a Refinancing, Re-Pricing or the issuance of Additional Notes or any reserve for expenses related to a Refinancing, Re-Pricing or the issuance of Additional Notes; (vi) any amounts reserved for expenses in connection with an Optional Redemption or the discharge of the Indenture; (vii) any fees of any registered agent or corporate services supplier; (viii) any reserve established for Dissolution Expenses in connection with a redemption or discharge of the Indenture or following an Event of Default; and (ix) any Person in respect of any other fees, expenses, or other payments; provided that Administrative Expenses shall not include any Asset Management Fee. Mariner May Be Incentivized to Allocate Shared Expenses to Certain Investment Advisory Accounts Certain shared expenses (e.g., insurance premiums, use of consultants or other experts, certain computer software, certain legal fees, etc.) may be allocated among Mariner, its affiliates and Investment Advisory Accounts. While Mariner seeks to allocate expenses in accordance with its fiduciary duties and contractual obligations, Mariner may be incentivized to allocate shared expenses to Investment Advisory Accounts and away from Mariner or its affiliates. Item 12 further describes the factors that Mariner considers in selecting or recommending broker- dealers for client transactions and determining the reasonableness of their compensation (for example, commissions).
Compensation-Based Conflicts
Mariner’s desire to benefit financially its affiliates and other associated investment advisers Mariner does and may in the future retain (and therefore benefit financially) affiliated traders and affiliated investment advisers (as the term “affiliate” is defined under applicable federal securities laws) or certain associated investment advisers as described further below (adviser with which Mariner may have a non-controlling but significant financial interest), which may create a financial conflict. As a general statement, Mariner discloses this conflict in the investment management agreements (for Accounts) and offering documents for potential investors (for the Mariner Funds and Securitized Vehicles), and will only retain affiliated or otherwise associated traders or advisers when Mariner believes that doing so is appropriate and in the general best interests of the relevant Mariner Fund or Account. In addition to affiliated advisers, Mariner (or certain of its sister or parent company affiliates) may also have significant financial interests in and/or provide specific and substantive support services to unaffiliated but otherwise associated investment advisers (and their clients, for example, hedge fund vehicles and managed accounts) for which Mariner receives compensation and in which may also have a less than 25% ownership interest (the “Associated Advisers”). For example, pursuant to a service agreement or other type of joint venture arrangement, Mariner (or certain of its sister or parent company affiliates) may have an ownership and/or economic interest in a third party investment adviser that does not rise to the level of legal “affiliation” (as that term is defined under applicable federal securities laws). Even absent a legal affiliation between the parties, such an association (and related interests) may create a financial conflict. Mariner will only retain Associated Advisers when Mariner believes that doing so is appropriate and in the general best interests of the relevant Mariner Fund or Account. As a general statement, the Mariner-advised Fund-of-Funds investment strategy does not purchase securities of the Hedge Funds advised by Mariner, its affiliates or its Associated Advisers (“Affiliate Securities”). However, Mariner reserves the right to buy, on behalf of its Fund-of-Funds clients, Affiliate Securities if Mariner discloses such anticipated purchase and/or in certain cases receives approval from the client (or their authorized representative) and determines it to be in the general best interests of its advisory clients (for example, tailored or custom fund-of-funds products). In fact, at this time, there exists a single client mandate (e.g., “fund of one” institutional investor) that seeks to invest in certain Hedge Funds advised by Mariner (Affiliated Securities). In such cases, Mariner may (but is not required to) waive all or a portion of the fee it would otherwise be entitled to receive from the relevant Hedge Fund or Fund-of-Funds. No Arm’s Length Negotiation between Mariner and the Mariner Funds and Securitized Vehicles The fee arrangements between Mariner and the Mariner Funds and Securitized Vehicles were not the product of an arm’s-length negotiation with a third party. Mariner discloses this conflict in the relevant offering documents to potential investors in the Mariner Funds and Securitized Vehicles. Incentive for Mariner to favor clients that pay higher fees Management fees paid by certain Mariner clients may be higher than those paid by other Mariner clients, which could lead to a tendency for Mariner to favor its clients that pay higher fees, for example, in the allocation of scarce investment opportunities or investment decisions. Please see Item 10 below for information regarding Mariner’s trade allocation and aggregation of trade policies, and Item 11 below for information regarding Mariner’s Code of Ethics. Mariner may be incentivized to originate or acquire an investment in order to earn an origination fee A Mariner Fund may pay Mariner or its affiliate an “origination fee” in connection with an investment that Mariner or its affiliate originates on behalf of that Fund. Those fees will be payable from the issuer/borrower involved in the investment and will be payable in respect of the additional due diligence, underwriting and other investment services to be performed by Mariner or its affiliate in connection with that investment. As a result, Mariner or its affiliate, as applicable, will have an interest in originating those investments and performing those services, and will be compensated in connection with those investments even if they are not successful or otherwise do not perform as expected. In addition, certain Mariner Funds or borrowers from those Funds will pay Mariner or its affiliate market rate servicing fees in respect of those Funds’ debt investments. As a result, Mariner or its affiliate (as applicable) will have an interest in originating or acquiring investments with respect to which it will be in a position to receive such servicing fees and would be compensated even if the underlying investment is not successful or does not perform as expected.
Sales Compensation
In general, employees of Mariner and/or its affiliates MGCM (a limited purpose broker-dealer engaged primarily in private placement activity) and Mariner Europe (an affiliate of Mariner authorised and regulated by the Financial Conduct Authority) who (i) refer or help solicit investment advisory clients for Mariner, its affiliate or an Associated Adviser or (ii) solicit investors for Funds for which Mariner, its affiliate or an Associated Adviser serves as an investment adviser, may be compensated (e.g., receive sales based compensation and/or a discretionary bonus that takes into consideration the employee’s efforts to refer or help solicit investment advisory clients for Mariner, its affiliate or an Associated Adviser). Accordingly, this practice of compensating employees of Mariner and/or its affiliates MGCM and Mariner Europe for referring or helping to solicit investment advisory clients and/or investors for Funds for which Mariner, its affiliate or an Associated Adviser serves as investment adviser presents a conflict of interest, as it gives those employees an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. Mariner discloses this conflict to potential clients and potential investors in the relevant offering documents for the Mariner Funds. Prospective clients and prospective Fund investors should note that he/she/it has the option to purchase investment products recommended by Mariner through other brokers or agents that are not affiliated with Mariner. please register to get more info

Generally As described in Item 5 above, Mariner’s clients generally pay performance-based fees. All performance-based fees are calculated and paid in accordance with Section 205 and Rule 205-3 under the U.S. Investment Advisers Act of 1940 (the “Advisers Act”). Further, the Mariner Funds will not accept investors who do not satisfy the eligibility criteria of Rule 205-3. As set forth in Item 5, performance-based fees generally range from 0% to 30% of “Net Appreciation” of the Investment Advisory Accounts for the relevant time period, and may be subject to a Performance Measure. Mariner generally advises only clients that are charged both an asset-based and a performance-based fee; however, one Mariner Fund charges only an asset based fee, Mariner Frontier Fund, L.P.

Conflicts Mariner’s incentive to favor clients who pay performance-based fees Due to the different fee arrangements in place for Mariner’s clients, Mariner may have an incentive to favor clients that pay performance-based fees over clients that pay only asset-based fees. This incentive could, for example, affect Mariner’s decision to effect securities transactions for some clients and not for others if Mariner believes that the transaction will be profitable (or to allocate a greater portion of a limited investment opportunity to those clients), or to engage in cross trades between Investment Advisory Accounts. To address these conflicts, Mariner’s policies and procedures seek to provide that investment decisions are made without consideration of its financial interests, and instead are made in accordance with Mariner’s fiduciary duty to all clients. As discussed further in Item 10 below, this generally means that all Investment Advisory Accounts managed using the same investment strategy will participate pro rata in all investment opportunities that Mariner allocates to any other Investment Advisory Account using that strategy. Performance-based fees may incentivize riskier investment behavior Mariner’s (or its affiliate’s) receipt of performance-based fees may incentivize Mariner to make investments that are riskier or more speculative than Mariner would make if Mariner (or its affiliate) did not receive performance-based fees. Further, “Net Appreciation,” which is the basis for most performance-based fees, includes unrealized appreciation of client assets, and may result in Mariner receiving greater performance-based fees than would be the case if net appreciation was based only on realized gains. Mariner discloses this conflict in the relevant offering documents to potential investors in the Mariner Funds and otherwise in other relevant documents (e.g., Form ADV). please register to get more info

As noted in Item 4 above, with very limited exception, Mariner provides discretionary portfolio management and advisory services to clients such as the Mariner Funds (which may be organized as domestic or foreign partnerships, corporate or other incorporated or unincorporated entities), Securitized Vehicles, insurance companies, endowments, foundations and plan sponsors7. The minimum account size that Mariner will accept varies as it is dependent upon the investment strategy. Investors that directly invest in Mariner Funds and Securitized Vehicles will generally be subject to minimum investment amounts as described in the Funds’ and Vehicles’ offering documents. Those minimum investment amounts for Fund investors may be modified, depending on the investor relationship and in accordance with the Fund documents. please register to get more info

The following is a summary of (i) the strategies and methods Mariner uses in formulating advice or managing assets (and their material risks) and (ii) the material risks associated with the types of securities that Mariner primarily recommends to its clients. Mariner does not recommend any particular type of security; rather, Mariner recommends securities and other instruments based on the investment objectives and strategies of the Fund [or Account]. Clients and prospective clients should refer to a separate disclosure document that the client has or will receive that sets out a more detailed explanation of the material risks of investment strategies or methods of analysis that are or will be used to manage the client’s account.

The investment strategies employed by Mariner subject a Fund, Account or Securitized Vehicle to various risks that an investor should be prepared to bear, including the loss of some or all of their investment. Investing in any of the Funds [or Accounts or Securitized Vehicles] involves the risk that the Fund [or Account] may not achieve its investment objective. A Fund’s value [or Account’s value or Securitized Vehicle’s value] may vary based on market fluctuations caused by such factors as economic and political developments, changes in interest rates, and perceived trends in security prices.
Overall Investment Strategy and Investment Risks
Market and Investment Risk  Risks of Investments Generally. All investments risk the loss of capital. No guarantee or representation is made that Investment Advisory Accounts or their related investment programs or strategies will be successful. Investment Advisory Accounts’ investment programs or strategies may involve, without limitation, risks associated with limited 7 Mariner currently advises nine Investment Advisory Accounts on a non-discretionary basis. diversification and concentration, leverage, investments in speculative assets and the use of speculative investment strategies and techniques, interest rates, currencies, volatility, tracking risks in hedged positions, credit deterioration or default or prepayment risks, systems risks and other inherent risks inherent. Certain investment techniques (e.g., use of direct leverage or indirectly through leveraged investments) can, in certain circumstances, magnify the impact of adverse market moves to which the Investment Advisory Accounts may be subject Mariner and its affiliates controlled by Mariner (e.g., GP entities) efforts and methods of seeking to minimize such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted.

 General Economic and Market Conditions. The success of the Investment Advisory Accounts’ activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Investment Advisory Accounts’ investments), trade barriers, currency exchange controls, national regulation and changes in laws and rules, and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity of Investment Advisory Accounts’ investments. Volatility or illiquidity could impair any Investment Advisory Accounts’ profitability or result in losses.

 General Market Risks; Volatility. Mariner’s Investment Advisory Accounts’ strategies are designed to accomplish the investment objective independent of the general market direction or volatility. However, there can be no guarantee of the success of that strategy and the Investment Advisory Accounts’ activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. In addition, there is a risk of market disruptions resulting from certain events (e.g., power outages, terrorist attacks, military action, or economic and diplomatic sanctions) which could affect the Investment Advisory Accounts’ investment activities and performance. The impact of such events is unclear, but could have a material effect on general economic conditions and market liquidity. All of these factors may affect the level and volatility of securities prices and the liquidity of the Investment Advisory Accounts’ investments. Unexpected volatility or illiquidity could impair the profitability or result in losses. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instrument futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The also Investment Advisory Accounts are subject to the risk of the failure of any of the exchanges on which some of its positions may trade or of their clearinghouses. Their portfolios are not necessarily designed to benefit from market volatility and may lose value in times of volatility or directly due to market volatility.  Market Crisis and Governmental Intervention. The global financial markets have undergone pervasive and fundamental disruptions which have led to extensive and unprecedented governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis without much or any notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions was suddenly and/or substantially eliminated. In addition, as one would expect given the complexities of the global financial markets and the limited time frame within which governments were able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty which in itself was materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. The United States Federal Reserve and non-U.S. governments have taken significant and historic steps to intervene in the financial markets. Future government interventions may lead to a change in valuations of securities that is detrimental to the Master Fund’s investments. Government intervention is subject to inherent uncertainties relating to prevailing economic conditions and political considerations.

Mariner believes that it is possible that emergency intervention may take place again in the future and that the regulation of financial markets is likely to be increased in the future. It is impossible to predict the impact of any such intervention and/or increased regulation on the performance of the Investment Advisory Accounts or the fulfillment of their investment objective.

 Market Disruption. The Investment Advisory Accounts may incur major losses in the event of disrupted markets, and other extraordinary events may not be consistent with historical pricing relationships (on which Mariner bases a number of its trading positions). The risk of loss from a disconnect from historical prices is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to Investment Advisory Accounts. In 1994, in 1998 and again in the so-called “credit crisis” of 2008, a sudden restriction of credit by the dealer community resulted in forced liquidations and major losses for a number of private investment funds. In addition, market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

 Institutional Risk. The institutions, including brokerage firms and banks, with which the Investment Advisory Accounts will trade or invest, may encounter financial difficulties that impair the operational capabilities or the capital position of the Investment Advisory Accounts. In addition to the risk of a counterparty or broker defaulting, there also is the risk that major institutional investors may be compelled to withdraw from the Investment Advisory Accounts or it’s counterparties or brokers will be required to restrict the amount of credit previously granted due to their own financial difficulties, resulting in forced liquidation of substantial portions of the portfolios.
Strategy Risk
 Limited Diversification. In the normal course of making investments on behalf of Investment Advisory Accounts, Mariner may be concentrated in a limited number or type of financial instruments or assets. Such concentration of risk may increase the losses suffered by the Investment Advisory Accounts or reduce their ability to hedge their exposure and to dispose of depreciating assets. Limited diversity could expose the Investment Advisory Accounts to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those financial instruments or assets. In the Investment Advisory Accounts that are concentrated in a limited number or type of financial instruments, the overall adverse impact on the Investment Advisory Accounts of adverse movements in the value of their portfolios will be considerably greater than if the Investment Advisory Accounts were not permitted to concentrate their investments in such manner.  Leverage. As a general statement (and where applicable) Investment Advisory Accounts intend to lever their assets through various types of financings, including seller financing, and through various securitization vehicles. Mariner may also cause the Investment Advisory Accounts to leverage their investment returns with options, short sales, swaps, forwards and other derivative instruments.

While leverage presents opportunities for increasing the Investment Advisory Accounts’ total returns, it has the effect of potentially increasing losses as well. Accordingly, any event that adversely affects the value of an investment by the Investment Advisory Accounts would be magnified to the extent the Investment Advisory Accounts are leveraged. The cumulative effect of the use of leverage by the Investment Advisory Accounts in a market that moves adversely to the Investment Advisory Accounts’ investments could result in a substantial loss to the Investment Advisory Accounts, which would be greater than if the Investment Advisory Accounts were not leveraged. Leverage will increase the exposure of the Investment Advisory Accounts to adverse economic factors such as significantly rising interest rates, severe economic downturns or deterioration in the condition of the Investment Advisory Accounts’ investments or their corresponding markets.

Investment Advisory Accounts may engage in portfolio financings where several investments are cross-collateralized, pursuant to which multiple investments may be subject to the risk of loss. As a result, Investment Advisory Accounts could lose their interests in performing investments in the event such investments are cross-collateralized with poorly performing or non-performing investments. In addition, recourse debt, which Investment Advisory Accounts reserve the right to obtain, may subject other assets of the Investment Advisory Accounts’ investments to risk of loss.

 Illiquidity. A substantial portion of any Investment Advisory Account’s portfolios may consist of loans, or other financial instruments that are not actively or widely traded and the Investment Advisory Accounts may invest in illiquid securities, or securities that become illiquid after the Investment Advisory Accounts’ investments in such securities. For example, mortgage/real-estate-backed loans and asset-backed securities are generally less liquid than are other securities (e.g., stocks or bonds). The reduction in dealer market-making capacity in the fixed income markets that has occurred in recent years has the potential to further reduce liquidity. Certain securities and other investments held by Investment Advisory Accounts may also be illiquid because, for example, they are subject to legal or other restrictions on transfer. Valuation of certain Investment Advisory Account’s investments may be difficult or uncertain, including with respect to securities, because there may be limited information available about the issue. In addition, the sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Investment Advisory Accounts may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Even those markets which are expected to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Consequently, it may be relatively difficult for certain Investment Advisory Accounts to dispose of certain investments rapidly and at favorable prices in connection with withdrawal requests, adverse market developments or other factors.  Long/Short. The success of any Investment Advisory Account’s long/short investment strategy depends upon Mariner’s ability to identify and purchase investments that are undervalued and identify and sell short investments that are overvalued. The identification of investment opportunities in the implementation of Investment Advisory Accounts’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying Investment Advisory Accounts’ positions were to fail to converge toward, or were to diverge further from values expected by Mariner, the Investment Advisory Accounts may incur a loss. In the event of market disruptions, significant losses can be incurred which may force certain Investment Advisory Accounts (e.g., specific Mariner Funds or Accounts) to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Mariner’s long/short strategies may become outdated and inaccurate as market conditions change.

 Long-Term. The success of any Investment Advisory Account’s long-term investment strategy depends upon Mariner’s ability to identify and purchase investments that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long- term strategy, certain Investment Advisory Accounts may forego value in the short-term or temporary investments in order to be able to avail themselves of additional and/or longer term opportunities in the future. Consequently, certain Investment Advisory Accounts may not capture maximum available value in the short-term, which may be disadvantageous, for example, for Mariner Fund investors who withdraw all or a portion of their capital accounts before such long-term value may be realized by such Investment Advisory Accounts.

 Investments in Undervalued Instruments. Investment Advisory Accounts may invest in undervalued instruments. The identification of investment opportunities in undervalued instruments is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued instruments offer the opportunity for above- average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Investment Advisory Accounts’ investments may not adequately compensate for the business and financial risks assumed.  Relative Value. The success of certain Investment Advisory Account’s relative value investment strategy depends upon Mariner’s ability to identify and exploit perceived inefficiencies in the pricing of securities, financial products, or markets. Identification and exploitation of such inefficiencies involve uncertainty. There can be no assurance that Mariner or its relevant affiliates (e.g., the General Partner of a Mariner Fund), will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for Mariner to maintain a position. Even pure arbitrage positions can result in significant losses if Mariner is not able to maintain both sides of the position until expiration/maturity. A reduction in the pricing inefficiency of the markets in which Mariner seeks to invest will reduce the scope for any Investment Advisory Account’s investment strategy. In the event that the perceived mispricings underlying the Investment Advisory Accounts’ positions were to fail to converge toward, or were to diverge further from, relationships expected by Mariner, the Investment Advisory Accounts may incur losses.  Short Selling. Short selling involves selling securities which may or may not be owned by the short seller and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Investment Advisory Accounts engage in short sales will depend upon the Investment Advisory Account’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Investment Advisory Accounts of buying those securities to cover the short position. There can be no assurance that any Investment Advisory Account will be able to maintain the ability to borrow securities sold short. In such cases, the Investment Advisory Account can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

 Necessity for Counterparty Trading Relationships; Counterparty Risk in General. As a general statement, many Investment Advisory Accounts expect to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Investment Advisory Accounts to trade in any variety of markets or asset classes over time. In addition, with regard to Investment Advisory Accounts that invest in Mortgage Servicing Rights (“MSRs”), Mariner or a related entity’s (i.e., Galton Funding’s)8 loan origination business is relationship driven. Mariner may work with various approved mortgage lenders, but these lenders may not be contractually obligated to do business with Mariner, and Mariner’s competitors may also have relationships with these lenders and actively compete with Mariner in its efforts to expand its network of approved mortgage lenders. There can be no assurance that the Investment Advisory Accounts or Mariner will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships would limit the Investment Advisory Accounts’ trading activities and could create losses, preclude the Investment Advisory Accounts and/or Mariner, as applicable, from engaging in certain transactions, or may limit or otherwise negatively effect financing,

8 Galton Funding is part of the Galton Team (“Galton”), an internal trading team at Mariner, which consists of the Galton Investment Team, the Galton Business Development, Investor Relations & Technology Team and the Galton Funding Team. The Galton Funding Team supports the loan acquisition program and is NOT functioning under MIG’s RIA. The Galton Investment Team consists of investment decision makers for the investment vehicles (e.g., commingled funds and managed accounts). The Galton Funding Team supports the loan acquisition program and is not functioning under MIG’s RIA. Notwithstanding the Galton Investment, Business Development, Investor Relations & Technology Teams’ autonomy within Mariner’s business model and platform (e.g., they have the relative independence to manage their business and delegated assets consistent with applicable investment guidelines, risk parameters and compliance constraints), the team’s investment strategies are supervised by Mariner’s Co-Chief Investment Officers, Chief Risk Officer and other supervisory controls established by Mariner the investment manager (e.g., the Firm’s compliance program). loan origination, derivative intermediation and prime brokerage services and prevent the Investment Advisory Accounts and/or Mariner from trading at optimal rates and terms. Moreover, a disruption in the financing, loan origination, derivative intermediation and prime brokerage services provided by any such relationships before the Investment Advisory Accounts or Mariner establishes additional relationships could have a significant impact on the Investment Advisory Accounts’ and/or Mariner’s business, as applicable, due to the Investment Advisory Accounts’ and/or Mariner’s reliance on such counterparties. Some of the markets in which Investment Advisory Accounts may effect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes Investment Advisory Accounts to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing Investment Advisory Accounts to suffer a loss. In addition, in the case of a default, Investment Advisory Accounts could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where Investment Advisory Accounts have concentrated their transactions with a single counterparty or small group of counterparties.

Furthermore, there is a risk that any of a specific Investment Advisory Account’s counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of an Investment Advisory Account’s counterparties were to become insolvent or the subject of insolvency proceedings in the United States (either under the Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of Investment Advisory Accounts’ securities and other assets from Investment Advisory Accounts’ prime brokers or broker-dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer.

In addition, Investment Advisory Accounts may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to Investment Advisory Accounts’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on Investment Advisory Accounts and their assets.

As a general statement, Investment Advisory Accounts are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. Moreover, Mariner and/or an Investment Advisory Account’s internal credit function which evaluates the creditworthiness of Investment Advisory Accounts’ counterparties may prove insufficient. The ability of an Investment Advisory Account to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of Investment Advisory Accounts’ counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by Investment Advisory Accounts.  Co-Investments with Third Parties. Investment Advisory Accounts may co-invest with other Investment Advisory Accounts or third parties through joint ventures or other entities (including in certain cases Mariner affiliates). Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co- venturer may have financial difficulties resulting in a negative impact on such investment; may have economic or business interests or goals that are inconsistent with those of Investment Advisory Accounts; or may be in a position to take (or block) action in a manner contrary to the Investment Advisory Accounts’ investment objectives. In those 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 and create potential conflicts of interest between such parties and the Investment Advisory Accounts.

 Systemic Risk. Credit risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Investment Advisory Accounts interact on a daily basis.

 Volatility Risk. The Investment Advisory Accounts’ investment programs may involve the purchase and sale of relatively volatile instruments such as derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying financial instruments. Fluctuations or prolonged changes in the volatility of such instruments, therefore, can adversely affect the value of investments held by the Investment Advisory Accounts. In addition, many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, price volatility may be higher for the Investment Advisory Accounts’ investments.

 Interest-Rate and Foreign Exchange-Rate Risks. The prices of assets held by the Investment Advisory Accounts may be sensitive to interest-rate and foreign exchange-rate fluctuations. Such fluctuations could cause the U.S. dollar value of long and short positions to move in unanticipated directions. To the extent that interest-rate and foreign exchange-rate assumptions underpin the hedging of a particular position, fluctuations in rates could invalidate those underlying assumptions and expose the Investment Advisory Accounts to losses. The Investment Advisory Account are not obligated to hedge their exposure to interest-rate and foreign exchange-rate risks, or any other risks.

The value of the fixed rate securities in which the Investment Advisory Accounts invest generally will have an inverse relationship with interest rates. Current economic conditions may result in a rise in interest rates, which currently are at historic lows. If interest rates rise the value of the Investment Advisory Accounts’ fixed rate securities may decline. Furthermore, the higher a fixed rate security’s duration, the greater its price sensitivity to changes in interest rates. In addition, to the extent that the receivables or loans underlying specific securities are prepayable without penalty or premium, the value of such securities may be negatively affected by increasing prepayments, which generally occur when interest rates decline. In addition, if mortgage loan interest rates fall, an increasing number of homeowners will seek to refinance and prepay their mortgage loans. When a mortgage loan is prepaid, it will no longer produce any MSR-related revenue for the Mariner Funds. Therefore, a sustained decline in mortgage loan interest rates will generally result in a reduction in servicing income to the Mariner Funds. Because the value of MSRs is a function of the anticipated stream of revenues generated by servicing the mortgage loans, the value of MSRs will decline as mortgage loan interest rates fall and more prepayments are anticipated. Conversely, an increase in mortgage loan interest rates is likely to result in a decreased number of refinancings. The Mariner Funds may attempt to hedge against the risks involved from interest rate changes by purchasing and/or selling certain financial instruments. While the Mariner Funds may hedge against any losses of servicing income and loss of value of the MSRs that may be incurred from interest rate fluctuations, there can be no assurance that such actions will be effective.

 Competition; Availability of Investments. The markets in which the Investment Advisory Accounts invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that the Investment Advisory Accounts will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, independent mortgage loan servicers, large financial institutions, the public equity markets and other investors may reduce the availability of investment opportunities. Competitive investment activity by other firms and institutions will reduce the Investment Advisory Accounts’ opportunity for profit by generally increasing price pressure on desired assets, reducing mispricings in the market as well as the margins available on those mispricings that can still be identified.

 Equity Securities Generally. The Investment Advisory Accounts may invest in equity and equity-related securities of U.S. and non-U.S. companies. Equity securities fluctuate in value in response to many factors, including the activities, results of operations and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments and movements in the equity markets in general. As a result, the Investment Advisory Accounts may suffer losses if they invest in equity instruments of issuers whose performance diverges from expectations or if equity markets generally move in a single direction and the Investment Advisory Accounts have not hedged against such a general move. In addition, the Investment Advisory Accounts may invest in equity securities of companies that they do not control. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Investment Advisory Accounts do 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 the Investment Advisory Accounts’ interests, which could have a material adverse effect on the Investment Advisory Accounts. In addition, events such as domestic and international political instability, terrorism and natural disasters may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Investment Advisory Accounts.  Debt Instruments Generally. The Investment Advisory Accounts may invest in private and government debt securities and instruments. It is likely that many of the debt instruments in which the Investment Advisory Accounts invests may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. 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. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these instruments and may have an adverse impact on the value of such instruments. It also is likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon and increase the incidence of default for such instruments.

 Hedging Generally. The Investment Advisory Accounts may invest in various securities, derivatives, indexes and cash equivalents and related instruments both to hedge their portfolio positions and to seek to meet the Investment Advisory Accounts’ investment objectives opportunistically as more fully described above. The success of the Investment Advisory Accounts’ hedging strategy is subject to the ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolios being hedged. Since the characteristics of many instruments change as markets change or time passes, the success of the instances when the Investment Advisory Accounts hedge portfolio positions is also subject to the ability for hedges to be continually recalculated, readjusted and executed in an efficient and timely manner. While the Investment Advisory Accounts may enter into certain hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Investment Advisory Accounts than if it had not engaged in any such hedging transactions. For a variety of reasons, a perfect correlation may not be established between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Investment Advisory Accounts from achieving the intended hedge or expose the Investment Advisory Accounts to risk of loss. Moreover, the portfolio will always be exposed to certain risks that may not be hedged. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Investment Advisory Accounts’ portfolio holdings. The Investment Advisory Accounts will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally.

 Fraud. Of paramount concern in certain types of investments (e.g., loan investments) is the possibility of material misrepresentation or omission on the part of the borrower or loan seller. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Investment Advisory Accounts to perfect or effectuate a lien on the collateral securing the loan. In certain instances, Mariner and/or the Investment Advisory Accounts will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Investment Advisory Accounts may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment.  Global Investments. The Investment Advisory Accounts may invest a portion of their assets outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such non-U.S. issuers. The Investment Advisory Accounts may be subject to additional risks, which include possible adverse political and economic developments, possible seizure or nationalization of non-U.S. deposits and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the assets may be subject to taxes levied by governments, which have the effect of increasing the cost of such investments and reducing the realized gain or increasing the realized loss on such securities at the time of sale. Income realized, and gross sale or disposition proceeds received, by the Investment Advisory Accounts from sources within some countries may be reduced by withholding and other taxes imposed by such countries. Any such taxes paid by the Investment Advisory Accounts will reduce their net income or returns (or increase their net loss) from such investments.

Laws that govern private and non-U.S. investment and transactions in financial instruments in non-U.S. countries may be relatively new and untested. As a result, the Investment Advisory Accounts may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and lack of enforcement of existing regulations. Furthermore, it may be difficult to obtain and enforce a judgment in certain non-U.S. countries in which assets of the Investment Advisory Accounts may be invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on the Investment Advisory Accounts and their operations. Furthermore, it may be difficult to obtain and enforce a judgment in a court outside of the United States.

 Non-U.S. Taxation. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of Investment Advisory Accounts or other assets of the Investment Advisory Accounts, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other.

 Non-performing Nature of Debt. It is anticipated that certain debt instruments the Investment Advisory Accounts may purchase will be non-performing and possibly in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to these instruments.  Small Companies. The Investment Advisory Accounts may invest in small and/or unseasoned public or private companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, operating history, financial resources, product diversification and competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of securities issued by larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations, reduced liquidity, losses and risks of insolvency or bankruptcy. Research resources, third-party analysis and information relating to smaller companies may be less available than that in respect of larger companies, making it more difficult to research an investment and make an informed investment decision.  Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions.

 Exposure to Material Non-Public Information. From time to time, Mariner may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Investment Advisory Accounts may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer.

 Uncertain Exit Strategies. Due to the illiquid nature of many of the positions which the Investment Advisory Accounts have or are expected to acquire, as well as the uncertainties of the reorganization and active management process, Mariner is unable to predict with confidence what the exit strategy will ultimately be for any given investment, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors.

 No Material Limitation on Strategies. Mariner on behalf of certain Investment Advisory Accounts, will opportunistically implement whatever strategies or discretionary approaches the Firm believes from time to time may be best suited to prevailing market conditions. There can be no assurance that Mariner will be successful in applying any strategy or discretionary approach to the Investment Advisory Accounts’ trading.
Specific Risks Related to Investments in the U.S. Mortgage Market
 Conditions in the U.S. Residential Mortgage Market May Adversely Affect the Performance of the Investment Advisory Accounts. Certain Investment Advisory Accounts intend to invest in assets involving the U.S. residential mortgage market, including in non-agency loans, securities backed directly or indirectly by subprime mortgage loans and MSRs of subprime mortgage loans, securities backed directly or indirectly by subprime mortgage loans and equity, debt or options in real estate-related or mortgage-related companies. The performance of residential mortgage loans and the performance of associated derivative securities (such as mortgage-backed securities (“MBS”)) are influenced by a wide variety of economic, geographic, social and other factors, including general economic conditions, the level of prevailing interest rates, the availability of alternative financing and homeowner behavior.  Housing Reform. The structure of the U.S. housing finance market is subject to substantial change and multiple types of reform, (“Housing Reform”). Housing Reform may include, but is not limited to, FNMA and FHLMC exiting conservatorship, changes to the implicit or explicit U.S. government backing of the Agencies, elimination of one or more of the Agencies, merger or combination of multiple Agencies, changes to the guidelines of the Agencies as well as various other forms of legislative or regulatory reform. Housing Reform may result in meaningful changes to the counterparty risk of the Agencies, the value of any past or future credit wraps provided by the Agencies, liquidity of Agency MBS, and other factors that may have a material adverse impact on the Investment Advisory Accounts’ investments as well as the nature and attractiveness of the targeted opportunity set.

 Regulation of the Mortgage Industry and the Dodd-Frank Act.

Securities, futures and credit markets, and originators and servicers of residential mortgage loans are subject to comprehensive statutes and extensive regulation by federal, state and local governmental authorities. Loans, and their related origination and servicing practices, are highly regulated consumer finance products and are subject to federal, state and local laws. Violations or alleged violations of federal, state or local laws could result in a reduction in the amount available from a mortgage loan, and as a result its related MSRs, and could otherwise affect the performance of the Investment Advisory Accounts’ other investments. In addition, violations, or even alleged violations, by loan servicers of laws or regulations applicable to mortgage loan origination and servicing, could adversely affect any such entity’s ability to continue its performance of its obligations with respect to the mortgage loans.

In addition, the Dodd-Frank Act includes extensive changes to the laws regulating financial services firms, which included the creation of (1) the Consumer Financial Protection Bureau (the “CFPB”) within the Federal Reserve to regulate consumer financial services and products and (2) the Financial Stability Oversight Council to identify, monitor and address emerging systemic risks posed by the activities of financial services firms and make recommendations to the Federal Reserve to alleviate those risks. The CFPB has sole rulemaking and interpretive authority under existing and future consumer financial services laws and supervisory, examination and enforcement authority over institutions subject to its jurisdiction. The law also provides for enhanced regulation of derivatives and securitization transactions (including the addition of risk retention requirements, third-party due diligence disclosure requirements, expanded asset-level data requirements and new standards relating to eligibility of securities as “mortgage-related securities” under the Exchange Act), restrictions on executive compensation and enhanced oversight of credit rating agencies. In addition, the law provides for the elimination of prepayment penalties for mortgage loans and expanded consumer protection in respect of high-cost loans. The CFPB, U.S. Treasury Department, several regulatory bodies and state attorneys general have increased scrutiny of mortgage servicers and have imposed, or are seeking to impose, requirements on servicers to substantially revise their servicing practices, including the establishment of national servicing standards that would be applicable to all residential mortgage servicers. For example, such regulatory action may require servicers to make several enhancements to their servicing operations, including implementation of a single point of contact model for borrowers throughout the loss mitigation and foreclosure processes; adoption of measures designed to ensure that foreclosure activity is halted once a borrower has been approved for a modification unless the borrower fails to make payments under the modified loan; implementation of enhanced controls over third-party vendors that provide default servicing support services; and retention of an independent consultant to conduct a review of all foreclosure actions pending, or that have occurred within a specified period. Mariner and any of its subservicers may incur significant ongoing costs to comply with new and existing laws and governmental regulation of their residential mortgage servicing businesses. Further, if any new or more restrictive requirements increase the cost of servicing mortgage loans, then the subservicing fees subservicers will require are likely to increase, which could limit Mariner’s ability to purchase MSRs if it cannot engage subservicers at servicing fee rates that are consistent with the Funds’ investment objectives.

Actions that have been taken and may be taken in the future by the U.S. government or by state or municipal governments may have the effect of encouraging, or may require, that the terms of residential mortgage loans be modified in order to reduce the applicable interest rate, reduce the outstanding principal amount, extend the term to maturity or otherwise benefit the borrower to the detriment of the holder of the mortgage loan and the owner of the MSRs. These loan modifications may affect only residential mortgage loans that are in default or may also affect other loans as to which the borrower has negative equity in the mortgaged property or is otherwise considered to be disadvantaged or deserving of assistance. Investments held by the Investment Advisory Accounts could be adversely affected, resulting in decreased yield or losses to investors. While certain loan modifications may be beneficial to the owner of MSRs (e.g., in the case of certain non-performing agency mortgage loans where owners of the MSRs may not be entitled to servicing fees or modifications in lieu of foreclosure), modifications that facilitate prepayment or reduce principal and interest can have an adverse effect on Mariner’s net cash flows from servicing fees and result in losses. Similarly, programs designed to facilitate refinancings by current borrowers who would not otherwise qualify also could have such an adverse effect.

There can be no assurance that governmental actions and regulations will have a beneficial impact on the financial markets. To the extent the market does not respond favorably to these initiatives or these initiatives do not function as intended, the Investment Advisory Accounts may not receive a positive impact from the legislation. It is also possible that competitors may utilize the programs, which would provide them with attractive debt and equity capital funding from the U.S. government. In addition, the U.S. government, the Federal Reserve, the U.S. Treasury and other governmental and regulatory bodies may consider taking other actions to address the lingering effects of the financial crisis. Mariner cannot predict whether or when such actions may occur, and such actions could have a dramatic impact on the business, results of operations and financial condition of the Investment Advisory Accounts.  Risks Associated with Foreclosure and Bankruptcy. In addition to the procedural delays and uncertainties generally incident to the mortgage foreclosure process in various jurisdictions, several courts and state and local governments and their elected or appointed officials also have taken unprecedented steps to slow the foreclosure process or prevent foreclosures altogether. Several laws have been enacted for these purposes, including in California. It has been widely reported that irregularities in foreclosure processes have been discovered with respect to certain servicers of residential mortgage loans. In judicial foreclosure proceedings and in certain non-judicial foreclosure actions and proceedings, affidavits and other legal pleadings establishing the basis for the foreclosure must be submitted to the applicable court. Such filings are required to be based on the personal knowledge of the facts asserted by the person signing the filings. Many servicers attempted to streamline this process by employing individuals whose sole function is to sign such pleadings. Lawsuits have charged that these individuals signed and filed tens of thousands of foreclosure affidavits without following proper procedures, including without examining the related documentation to ensure knowledge of the facts being asserted and signing foreclosure affidavits in the presence of a notary public as required. As a result of the disclosure of these practices, several large servicers temporarily halted all foreclosures to conduct reviews of their procedures.

Certain members of Congress, other political leaders and consumer advocacy groups have called for government-imposed moratoria on foreclosures from time-to-time. There can be no assurance that federal or state governments will not impose such moratoria. Any of these types of laws, regulations, rules, moratoria or proceedings could result in substantial delays in, or prevention of, the foreclosure process, and may lead to reduced payments by borrowers, increased reimbursable servicing expenses, reduced proceeds from further depressed home prices, and additional defaults. In addition, the uncertainty regarding the validity of foreclosures may limit or reduce the potential number of buyers and/or the prices of property for sale after such property is acquired through foreclosure. Any of these consequences may lead to increased losses to the Investment Advisory Accounts.

In addition to the foregoing developments, the existing “right of redemption” in certain states may limit the ability of servicers to sell (or cause the sale of), or prevent a servicer from selling (or causing the sale of), an REO at what would otherwise be an appropriate time for sale. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property from the foreclosure sale. In other states, including California, this right of redemption applies only to sales following judicial foreclosure, and not to sales pursuant to a non-judicial power of sale. In most states where the right of redemption is available, statutory redemption may occur upon payment of the foreclosure purchase price, accrued interest and taxes. In other states, redemption may be authorized if the prior borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property. The exercise of a right of redemption would defeat the title of any purchaser from the lender subsequent to foreclosure or sale under a deed of trust. Consequently, the practical effect of the redemption right is to force the lender to retain the property and pay the expenses of ownership until the redemption period has run. Similar to foreclosure considerations, bankruptcy proceedings that involve a mortgage loan could impede the related servicer’s ability to take actions that are necessary or appropriate to preserve the value of the mortgage loan. Although mortgage cram-down legislation was not included in the Dodd-Frank Act, no assurance can be made that future efforts by members of Congress to enact such legislation will not succeed in the future. Various proposals would have allowed a bankruptcy judge in a Chapter 13 proceeding, subject to the satisfaction of certain conditions, to modify the terms of a debtor’s mortgage loan to:  Bifurcate the mortgage loan into secured and unsecured portions by allowing the debtor to establish a current market value for the mortgaged property and reducing the amount of the secured mortgage loan to such newly established current market value. The unsecured portion of the mortgage loan would be forgiven if the debtor satisfies the requirements of the bankruptcy plan;  Modify the interest rate of the mortgage loan by reducing the interest rate or delaying interest rate reset dates for an adjustable-rate loan and reducing the interest rate for a fixed-rate loan; and  Extend the amortization period of the mortgage loan for up to the longer of 40 years or the remaining term of the original loan. If a similar legislative proposal were passed in the future, the bifurcation of mortgage loans into secured and unsecured portions and the resulting “cram-down” of secured portions of mortgage loans subject to Chapter 13 proceedings to newly established market values could have a negative impact on the value of mortgage loans if this results in losses on the related mortgage loans higher than those which would have occurred pursuant to traditional loss mitigation and loan modification procedures. Any such cram-down modification by a bankruptcy judge could have a significant impact on the principal and interest collections on the related loans, and therefore may have a significant impact on payments to the owner of the mortgage loans and the Investment Advisory Accounts.

 Risk of Future Legislative, Regulatory or Judicial Action. There can be no assurance as to what actions might be taken by any federal, state or municipal legal authority that may adversely affect investments held by the Investment Advisory Accounts. Such actions could include, by way of example, further restrictions on the ability of the holder of a mortgage loan to foreclose upon default by the borrower or delays in the foreclosure process, encouragement of modification of the terms of mortgage loans in ways that may be adverse to the interests of the holder of the mortgage loans or of related securities, and judicial determinations as to whether particular types of mortgage loans are “unfair” under applicable law.

 Lack of Information Regarding Underwriting Standards; Higher Expected Delinquencies in Payment. Certain Investment Advisory Accounts may acquire mortgage loans or non-agency MSRs. When investing in such mortgage loans and MSRs, from time to time, the seller will not have information available to it as to the underwriting standards that were applied in originating the mortgage loans, and such mortgage loans may have been originated in accordance with standards less strict than those of the agencies. Similarly, when acquiring loans through third-party origination (“TPO”), Mariner may not be underwriting the loan and may have limited information on the underwriting standards that were applied in originating such loan. As a result, certain mortgage loans underlying MSRs and certain mortgage loans owned by the Investment Advisory Accounts may experience higher than expected rates of delinquency and defaults, which could result in losses to the Investment Advisory Accounts. Changes in the values of mortgaged properties may have a greater effect on the delinquency, default and loss experience of the mortgage loans in the Investment Advisory Accounts than on mortgage loans that were originated under stricter guidelines. Risks Related to Investments in Mortgage Loans  Re-performing Mortgage Loans. Certain Investment Advisory Accounts may invest in mortgage loans that have previously been in default or delinquent in payment and that, at the time such mortgage loans are acquired by the Investment Advisory Accounts, are in compliance with the terms of the related mortgage loan documents and are no longer delinquent. While these mortgage loans may have been acquired at a price that reflects the fact that the mortgage loans are re-performing at the time of acquisition, there can be no assurance that such mortgage loans will continue to b please register to get more info

Form ADV Part 2 requires investment advisers such as Mariner to disclose legal or disciplinary events involving the firm or its partners, officers, or principals that are material to your evaluation of its advisory business or the integrity of its management. At this time, Mariner has no information to report that is applicable to this item. please register to get more info

Pembrook
Mariner has a registered investment adviser affiliated party, Pembrook Capital Management, LLC (“Pembrook”)(by virtue of the fact that a control affiliate of Mariner has a greater than 25% direct or indirect equity ownership interest in Pembrook). Pembrook is separately registered with the SEC under file number 801-73481. Mariner also has several relying advisers whose information is available through Pembrook’s SEC filings. Pembrook provides investment management services to a variety of clients and, in some cases, Mariner and pooled investment vehicles that are not listed in Section 7.B of Schedule D, however, complete and accurate information pertaining to those limited partnerships and/or limited liability companies is available in Section 7.B of Schedule D of the Form ADV's of Pembrook. As part of a long- term venture relationship, Mariner has certain transparency rights and provides various services and support to third party investment advisers, including Pembrook. For example, support services may include infrastructure, legal and compliance support, back office services, investor relations and marketing support. In return for those services, Mariner has negotiated an economic and in certain cases (e.g., Pembrook) limited control interest (including contractual oversight rights but not supervisory obligations, limited policy approval or indirect control share rights). Mariner's clients may be solicited to invest in these limited partnerships and/or limited liability companies Conflicts See “Pooled Investment Vehicles- Conflicts” below.
Mariner Group Capital Markets and Mariner Investment (Europe)
Mariner Group Capital Markets, LLC (“MGCM”), an affiliated broker-dealer registered with the SEC and a FINRA member. MGCM is a limited purpose broker-dealer and generally serves as placement agent in private offerings (for example, interests in the Mariner Funds). MGCM does not maintain client accounts or execute securities transactions on behalf of clients and Mariner does not execute trades on behalf of its investment advisory clients through MGCM. Mariner Investment (Europe) LLP (“Mariner Europe”), a Mariner affiliate and relying adviser located in London, is registered with the United Kingdom Financial Conduct Authority. Mariner and/or certain Mariner Funds have entered into sub-advisory agreements with Mariner Europe. Mariner Europe may have full discretionary investment authority over a portion of the Mariner Fund’s investments subadvised by Mariner Europe, subject to the oversight of the Mariner and the Mariner Fund’s investment objectives and strategies. In addition, individuals hired or otherwise associated with Mariner Europe may serve as placement agents in private offerings (for example, interests in collective investment vehicles such as Mariner Funds). Investors in Mariner Funds will not be subject to any separate or additional fees in connection with Mariner’s retention of Mariner Europe. Conflicts Compensation provides an incentive to recommend Mariner products To the extent that MGCM and Mariner Europe personnel receive compensation for selling Mariner products, they have a conflict of interest in consulting with prospective clients and investors as to the opening and closing of an Account (for clients) and the purchase and sale of interests in the Mariner Funds (for investors). As described further in Item 14 below, Mariner pays that compensation only if the client or investor is aware of the fee arrangement and the arrangement otherwise complies with applicable rules and regulations (for example, the requirements of Rule 206(4)-3 under the Advisers Act for separately managed accounts and general disclosures concerning affiliated employee financial incentives for pooled investment vehicles).
OAM Capital, LLC
Mariner is wholly-owned by its parent company, MIG Holdings, LLC (“MIG Holdings”), which in turn is majority owned by OAM Capital, LLC , which in turn is wholly-owned, through interim wholly- owned subsidiaries by ORIX Corporation USA (“collectively, “ORIX”) and current Mariner employees11 (the “Mariner Partners”). ORIX Corporation USA is a diversified financial services 11 ] For purposes of this disclosure, Mariner “employees” include employees, their family members and trusts set up by such persons. company and wholly-owned subsidiary of ORIX Corporation (NYSE: IX; TSE: 8591). ORIX owns approximately 76% of MIG Holdings and 24% by Mariner Partners. MIG Holdings is managed by a Board of Managers that is comprised of 5 members, the majority of which are appointed by ORIX. The Board of Managers has responsibility for the oversight of all Mariner operations, however, the day-to-day operation and supervision of the investment advisory function of Mariner is delegated to Mariner's senior investment professionals, some of which are members of Mariner's Investment and Risk Committees. More specifically, neither ORIX nor any of its affiliates participate directly or indirectly in any investment related decision making by Mariner on behalf of its clients (e.g., Investment Advisory Accounts). Please note, that it is contemplated that the Board of Managers composition may change in the future (e.g., the number of members could change from 5 to 4 or some other number); however, it is expected that majority of such members will continue to be appointed by ORIX. In addition, certain Mariner officers, directors or employees (including Mariner’s Chief Executive Officer and Chairman) may also engage in outside business activities for affiliated and unaffiliated third party financial services firms and financial industry groups.

Generally Mariner, its affiliates or Associated Advisers, and any of their respective partners, directors, members, officers and employees (together, the “Mariner Group”) engage (or may engage) in a wide variety of activities, some of which may be carried out on behalf of entities that are in competition with their clients. Subject in each case to the limitations set forth in applicable governing and account documents, the Mariner Group may (i) exercise investment responsibility, or otherwise engage, directly or indirectly, in any other business, whether or not similar to, or identical with, the business of its clients (which may include purchasing, selling, holding or otherwise dealing with investments), (ii) act as partners or advisors to other present or future private funds including, without limitation, any such Funds managed by us or our affiliates, and (iii) make investments, including investments in, and financings, acquisitions and dispositions of, investments for their own accounts (or engage in personal trading), in each case without any obligation to offer investment opportunities to our clients, subject to the limitations set forth in the applicable governing and/or account documents, and members of the Mariner Group may directly or indirectly purchase, sell, hold or otherwise deal with investments and pursue investment opportunities, even if the investment or the prospective investment is of a character which, if presented to an Investment Advisory Account could be acquired by the Investment Advisory Account for investment, except to the extent set forth in the applicable governing and/or account documents. Conflicts as to ORIX The relationship of Mariner as a majority-owned subsidiary of ORIX creates several potential conflicts of interest as described below. In addition, ORIX, separately from Mariner, invests and trades in securities for its own proprietary account utilizing strategies and types of securities that, from time to time, compete or will be in conflict with Mariner’s activities on behalf of its clients. Mariner and its personnel may be incentivized by virtue of its relationship with ORIX to compete less vigorously with ORIX for investment opportunities, or otherwise conduct its activities (e.g., with respect to the timing of its transactions) in a manner that disadvantages Mariner’s clients. Preferential treatment for ORIX as an investor in the Mariner Funds ORIX is currently, and may remain, an investor in certain of the Mariner Funds or Securitized Vehicles (and other products advised by Mariner and/or certain of its affiliates (collectively referred to as the “Mariner Products”)). As noted above, ORIX owns a majority interest in MIG Holdings (or its various parent company holding companies) (the “ORIX Interest”), is an investor in Mariner Products and has the right (but not the obligation) to provide additional financing to MIG Holdings and/or contribute additional funds to Mariner Products, and as a result inherent actual or apparent conflicts of interest exist (or may in the future exist). For example, Mariner may feel obligated to permit ORIX to invest in Mariner Products on terms (for example, preferential investment, withdrawal and distribution rights, favorable trade allocations and pricing, lower fees and transparency) that are better than those available to other unaffiliated investors (or alternatively, to favor the Mariner Products in which ORIX invests over other Mariner Products). Please see below and Item 12 for information regarding Mariner’s trade allocation and aggregation of trade policies, and Item 11 for information regarding Mariner’s Code of Ethics. In addition to those measures, Mariner has adopted other policies and procedures in an effort to further address or mitigate these and other actual or apparent conflicts of interest. As a result of the ORIX Interest, ORIX receives a portion of the revenues MIG Holdings receives from Mariner (based on all of Mariner’s investment advisory activities and agreements), its affiliates and Associated Advisers (such as Pembrook) and BOSG. As a result of the ORIX Interest, ORIX may also “seed” investment in new products (for example, new Hedge Funds) advised by Mariner, support investments with new trading teams (both internal and external), help to expand current Mariner internal trading teams and further enhance Mariner’s infrastructure and operations. Incentive to retain ORIX and/or its affiliates as service providers With very limited exceptions (for example, MGCM acting as a placement for a Mariner Fund, BOSG, acting as a Fund Administrator or otherwise providing fund and client account related services and ORIX USA providing human resources, legal, compliance and IT support services to Mariner) neither ORIX nor its affiliates act as service providers to Mariner or its clients (.e.g., Mariner Funds). In the event that ORIX and/or its affiliates now (albeit very limited) or in the future act as service providers to Mariner and/or its clients, ORIX and/or its affiliates (as applicable) will receive compensation for such services provided to Mariner and/or its clients (as applicable). Mariner may feel obligated to select and retain ORIX and/or its affiliates as service providers for Mariner and/or its clients, regardless of whether ORIX and/or its affiliates may be more costly than and/or provide lesser quality services to Mariner and/or its clients (as compared to non-ORIX affiliated service providers). Any such engagement and the terms thereof are specifically included in the disclosures provided to Investment Advisory Accounts (and their investors, if relevant). A complete list of ORIX affiliates is available upon written request. Conflicts of Interests as to Mariner Mariner may be incentivized to provide favorable treatment to ORIX While Mariner believes that having certain limited service and infrastructure support arrangements with ORIX (collectively, “ORIX Services Agreement”) has the potential to be of material and continuous benefit to Mariner and its clients and Mariner Fund investors, specific aspects of the ORIX Services Agreement may result in potentially material conflicts of interest, as noted above, and Mariner’s client and Mariner Fund investors will not necessarily be in a position to evaluate whether those conflicts are being equitably mitigated and/or resolved.
The Back Office Services Group, LLC (“BOSG”)
General In addition to its investment advisory services, Mariner, through its affiliate, BOSG (and other affiliates such as ORIX), provides accounting, administration and other back office services to clients (including Mariner Funds). These services are not a primary part of Mariner’s business activities but in return for such services, BOSG receives a fee from Mariner and/or its clients. Conflicts Mariner may be incentivized to benefit financially since BOSG is an affiliate Because Mariner is under common control with BOSG (and because certain of Mariner’s personnel are dually-employed by BOSG), Mariner may be incentivized to retain BOSG, an affiliate, on behalf of its Investment Advisory Accounts, and Mariner’s desire to engage its affiliate financially may conflict with Mariner’s duty to act in the best interest of its advisory clients. Although BOSG’s fees for its services to Mariner clients are not negotiated at arm’s-length, Mariner believes those fees to be reasonable in relation to the services provided and consistent with prevailing charges from third party providers of the same or similar services (e.g., suite of services through a single service provider). Generally, in the discretion of a Mariner Fund’s manager or general partner (as applicable), the Mariner Fund may terminate its relationship with BOSG as necessary and employ another affiliated or unaffiliated entity to perform those services. Other Affiliates Mariner and its affiliate ORIX Capital Partners, LLC (“OCP”) have a supplementary list of related persons who are not listed in section 7.A of ADV Part 1 due to the fact that such affiliated or otherwise associated entities are deemed to be 'operationally independent' in accordance with applicable federal securities laws and we have no reason to believe that our relationship with such related persons creates a material conflict of interest for our clients. Disclosure concerning “certain” affiliated and associated entities: Pembrook Capital Management, LLC (“Pembrook”) (see above as well) Associated Entities Mariner has historically held and may hold in the future non-controlling economic interests in certain entities who are also SEC registered investment advisers (collectively, the “Associated Advisers”). The Associated advisers would be related by virtue of the fact that Mariner (or another control affiliate) have an economic interest in one or more of these entities by contract or otherwise (but in no case a 25% voting equity or control interest). These Associated Advisers may manage limited partnerships and/or limited liability companies that would not be listed in Section 7.B of Schedule D, however, complete and accurate information pertaining to those limited partnerships and/or limited liability companies would be available in Section 7.B of Schedule D of the Form ADV'S of such Associated Advisers. Mariner's clients may be solicited to invest in these limited partnerships and/or limited liability companies and an affiliate of Mariner may market or otherwise solicit investment of these Associated Advisers products or services. Mariner and OCP As noted above, Mariner and OCP have other related persons who are not listed in section 7.A of Schedule D (i.e., other affiliates of ORIX who do not do business with or are otherwise associated with MIG and OCP, including a municipal advisor)(the "other ORIX related persons"). More specifically, Mariner and OCP have not listed the other ORIX related persons in section 7.A of Schedule D primarily because Mariner and OCP: (1) have no business dealings with the other ORIX related persons in connection with the advisory services Mariner and OCP provide to their clients; (2) with limited exception (e.g., the ORIX Services Agreement) Mariner and OCP do not conduct relevant shared operations with the other ORIX related persons; (3) Mariner and OCP do not refer clients or business to the other ORIX related persons, and the other ORIX related persons do not refer prospective clients or business to Mariner or OCP; (4) Mariner and OCP do not share supervised persons and with limited and what we believe are immaterial and irrelevant exceptions (e.g., a dedicated and formally segregated office space which MIG sub-leases from ORIX USA in Dallas, Texas and a dedicated and formally segregated office space sub-leased from ORIX USA in Manhattan, New York), Mariner and OCP do not share premises with the other ORIX related persons; and (5) Mariner and OCP have no reason to believe that their respective relationships with the other ORIX related persons otherwise create a conflict of interest with Mariner or OCP clients. Notwithstanding the above, a complete list of the other ORIX related persons is available upon request.
Board/Creditor Committee Representation
Employees of Mariner or its affiliates may serve as members of the board of directors or the bondholder’s creditors’ committee of a company the securities of which may be held in client accounts. This is typically the result of a subject issuer filing bankruptcy or for entering reorganization proceedings. As a general matter, employee membership on the board of a publicly traded company requires pre-clearance from Mariner’s Legal/Compliance Department (that is, Mariner’s Chief Compliance Officer or General Counsel), and may be permitted by Mariner’s Chief Compliance Officer or General Counsel when it is deemed to be in the best interest of Mariner and/or its clients or in their respective or collective opinion does not otherwise present an unreasonable risk. Conflicts Mariner may not be permitted to disclose certain information As a member of such a committee, employees of Mariner or its affiliates may acquire material non- public information about corporations or other entities or their securities. Mariner and its affiliates are not obligated, and may not be permitted, to disclose any of that information to or for the benefit of their clients, or otherwise act on the basis of that information in providing services to its clients. This may cause a conflict of interest between Mariner’s (or its affiliate’s) legal and/or contractual duty not to disclose material non-public information and its duty to act in the best interest of its advisory clients. Mariner seeks to limit these types of memberships and service arrangements and gives careful consideration to the pros and cons (as to Mariner) associated with personnel serving as a member of the board of directors or a bondholder’s creditors’ committee. Whenever practicable and appropriate, Mariner seeks to limit the application of contractual restrictions (for example, through negotiations). These types of restrictions are an inherent risk associated with the active management of certain types of assets (for example, bank debt, distressed corporate bonds) and cannot be mitigated in all cases.
Pooled Investment Vehicles
Mariner currently advises the Hedge Funds, Private Equity Funds, Multi-Strategy Funds, Fund-of- Funds and Securitized Vehicles as described in Item 4 above. Conflicts Mariner may engage in activities (on behalf of itself or Investment Advisory Accounts) which may conflict with its activities on behalf of Investment Advisory Accounts Subject to Mariner’s Code of Ethics and other conflict mitigation policies and procedures implemented by Mariner or its affiliates (as applicable), Mariner, its affiliates or Associated Advisers, and any of their respective partners, directors, members, officers and employees, engage (and may in the future engage) directly or indirectly in any outside business or other activities, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with securities for their own accounts, for the accounts of family members, for the accounts of any funds and for the accounts of individual and institutional clients (together, “Outside Accounts”). Certain of Mariner’s officers and directors and employees also engage in outside business activities for affiliated and unaffiliated third party financial services firms and financial industry groups (“Outside Firms”, and, together with Outside Accounts, the “Outside Persons”). Mariner and its affiliates may give advice and take action in the performance of their duties to one account which may differ from the timing and nature of action taken with respect to another account. For example, Mariner may recommend that a client purchase or sell an investment that is being sold or purchased, respectively, at the same time by Mariner, an affiliate, an Associated Adviser, their respective advisory clients or Outside Persons. Therefore, the investment strategies and techniques that Mariner, its affiliates or Associated Advisers use for one Investment Advisory Account (or Outside Persons) could conflict with the transactions and strategies Mariner employs in managing an (or another) Investment Advisory Account and may affect the prices and availability of the securities and other financial instruments in which its Investment Advisory Accounts invest. Mariner does not have an obligation to purchase or sell for any Investment Advisory Account any investment which Mariner or its affiliates, as applicable, may purchase or sell, or recommend for purchase or sale, for its or their own accounts, or for any other client account or for any Outside Persons. See the previous “Board/Creditor Committee Representation” for additional conflicts disclosure related to Outside Persons. Mariner may have an incentive to favor certain clients (or itself) over others Some of the Investment Advisory Accounts sponsored and/or managed by Mariner and its affiliates have overlapping objectives and strategies. Additionally, Mariner and its affiliates own interests in those Investment Advisory Accounts. In various circumstances, particularly when Mariner and its affiliates sponsor a new Fund, if Mariner and its affiliates provide most of the initial seed money, the Fund may be wholly or principally owned by Mariner and, its affiliates (as applicable). Mariner’s (or its affiliate’s) ownership interest in these Investment Advisory Accounts may give Mariner an incentive to favor these Investment Advisory Accounts over other Investment Advisory Accounts. However, as discussed below in Item 12, this generally means that all Investment Advisory Accounts managed using the same investment strategy will participate pro rata (or based upon some other objective and predetermined criteria) in all investment opportunities that Mariner allocates to any other Investment Advisory Account using that strategy. Trade Aggregation If Mariner (or its affiliates) believes that the purchase or sale of a security is in the best interest of more than one of their respective clients, it may (but is not obligated to) aggregate the orders to be purchased or sold to seek favorable execution or lower brokerage commissions, to the extent permitted by applicable regulation or law. However, Mariner (or its affiliates) are not required to bunch or aggregate orders of their respective portfolio managers to the extent that portfolio management decisions are made separately or if Mariner (or its affiliates) (as applicable) determines it would not be consistent with its investment management duties to do so. Aggregation of orders under these circumstances should, on average, decrease the cost of execution. Due to prevailing trading activity, it is frequently not possible to receive the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may, in Mariner’s sole discretion, be averaged and participating client accounts will be charged or credited with the average price. In such cases, each client that participates in the aggregated transaction will share transaction costs pro rata based upon each client’s participation in the transaction. Aggregation may advantage or disadvantage a client account. Under specific circumstances, not all clients will be charged the same commission or commission equivalent rates in connection with a bunched or aggregated order. For example, brokerage commissions may be individually negotiated by a Mariner trading desk (or third party investment adviser pursuant to a sub-advisory agreement or otherwise) that invests a portion of an Investment Advisory Account. Lastly, Mariner may cause securities purchased on behalf of its clients to be held in the name of a nominee affiliate in trust on behalf of those clients. Those nominee holdings will be used when the size of the investment or other considerations relating to the transaction favor holding the securities in the name of one person rather than subdividing the securities among the clients. Allocation Practices- Generally Items 4 and 5 above contain a description of Mariner’s Investment Advisory Accounts and the compensation Mariner (or its affiliates) receives for managing those Investment Advisory Accounts. Mariner’s affiliates manage (and may manage) separately managed accounts, private equity or other hedge fund-type accounts that have similar fee structures, and in particular instances, much higher fee structures than those described under Items 4 and 5. Since that compensation may create a conflict of interest that disclosure should be read in conjunction with the disclosure set forth below. When a transaction is suitable for more than one client, Mariner (or its affiliates) will generally attempt to allocate purchase and sale opportunities on a fair, equitable and consistent basis among their respective clients. Mariner (or its affiliates) may consider some or all of the following factors in making allocation decisions among Funds, Securitized Vehicles and other client accounts:  investment objectives,  investment policies,  investment restrictions,  risk tolerance,  time horizon,  tax sensitivity,  desired capitalization range,  nature and size of the account,  suitability,  tolerance for portfolio turnover,  availability of cash or buying power,  account “ramp-ups”, and  whether the Investment Advisory Account (or group of Investment Advisory Accounts) is eligible to participate in a trade pursuant to applicable compliance regulations. Allocations are designed with a view towards ensuring that over time no Investment Advisory Account (or group of Investment Advisory Accounts) will be systematically favored over any other Investment Advisory Account (or group of Investment Advisory Accounts). Allocation methodologies may include pro rata based on account size or a “round robin” allocation as described further in Mariner’s “Trade Aggregation and Allocation Policy” (that is, rotating the Investment Advisory Accounts that do not participate in allocations due to the limited investment opportunities as described below). In the event an order is only partially filled, Mariner will generally attempt to allocate the position pro rata based upon the original allocation statement (“Pro Rata”). There are exceptions to this policy. For example (but not limited to these exceptions), if the Pro Rata allocation results in a cash position that is different from the desired cash level, or if the position would be inconsistent with the investment objectives of one or more Investment Advisory Accounts, Mariner may deviate from the Pro Rata formula. Mariner may also deviate from its policy in order to address liquidity concerns and other practical limitations associated with partial fills or small allocations by allocating to participating Investment Advisory Accounts a minimum number of shares or bonds (such as 1,000 shares or 1,000 bonds). Securities may not be allocated Pro Rata or otherwise as described above in the case of a transaction involving so few shares or bonds such that normal allocations among Investment Advisory Accounts would be impracticable or result in a nonconforming allocation for one or more particular client (such as when securities only trade in larger blocks). In those cases, Mariner personnel will use their best efforts to allocate amounts obtained from partial fills fairly, and Mariner will regularly document all material deviations from standard allocation guidelines and practices in writing. Allocations Practices - Structured Investments Mariner (or its affiliates) manage multiple Funds and other advisory accounts that invest in collateralized debt obligations (“CDOs”), asset backed securities (“ABSs”) and/or other structured investments (such as collateral loan obligations (“CLOs”), collateral bond obligations and other similar investments) (collectively, “Structured Investments”). CDOs are instruments representing interests in pools, the underlying asset classes of which include bonds, debentures, syndicated loans, and private placement debt. Specific Mariner investment teams (e.g., Mariner’s Dallas Texas based investment team) manage accounts that invest almost exclusively in Structured Investments (including CLOs and ABSs and various types of securities offered by CLOs and ABSs (such as interests in mezzanine and equity tranches)). In following the allocation policy described above, it is possible that the allocation process will at times result in Mariner (or its affiliates) allocating more valuable Structured Investments to their respective client accounts that:  pay higher fees;  are partially or wholly owned by Mariner (or its affiliates) or their employees; or  Mariner (or its affiliates) otherwise have a financial or reputational incentive to favor over other client accounts. Mariner (or its affiliates) may cause its respective clients to share proportionately in the legal fees and other expenses it incurs in investigating and negotiating potential transactions for those clients. Mariner may cause its Investment Advisory Accounts to invest in privately-offered pooled investment vehicles, unit investment trusts or other collective investment vehicles (such as CLOs), for which Mariner or any of its affiliates or Associated Advisers serves as investment adviser or manager (each, an “Affiliated Fund”). Mariner or its affiliate or Associated Adviser, in its capacity as manager, general partner or investment adviser to the Affiliated Funds, may receive ongoing fees from its activities as manager, general partner or investment adviser. To the extent Mariner (or its affiliate or Associated Adviser), on behalf of its clients, purchases or causes the purchase of security interests (such as mezzanine or equity tranche securities) offered by an Affiliated Fund, Mariner (or its affiliate or Associated Adviser) may voluntarily choose to waive all or a portion of the ongoing fees it would otherwise be entitled to receive and credit those fees to the investing clients. Any ongoing fee waiver, however, will only occur for as long as the client accounts hold these specific security interests in an Affiliated Fund. Accordingly, Mariner, its affiliates and/or its Associated Advisers may be deemed to have an actual or apparent conflict of interest when purchasing and selling those security interests and in view of that concern, has implemented a specific review and control procedure in this area. Please see Item 5 for Mariner’s policy regarding the purchase of interests in Affiliated Funds by Mariner-advised Fund-of-Funds. Allocations Practices - Fund-of-Funds Investments Mariner has implemented procedural and other controls such as a “limited” informational barrier between its Fund-of-Funds product groups (e.g., Fund-of-Funds), in an effort to bolster its ongoing effort to appropriately manage underlying Fund allocation issues. More specifically, Mariner has developed asset allocation procedures that help to ensure that all eligible client accounts (such as hedge fund-of-funds with similar investment guidelines and mandates) appropriately participate in investment and redemption opportunities (including investment in capacity-constrained funds or redemption from funds, especially when markets are disrupted and a fund’s ability to meet large redemption requests may be limited). please register to get more info

General Conflicts as to Mariner
Mariner is a multi-product investment adviser that has numerous related parties as described above in Item 10. As such, Mariner and its affiliates (collectively, the “Firm”) and their partners, officers and employees (“Personnel”) may have multiple advisory, transactional, financial and other interests in securities, instruments, companies or investment vehicles that may be purchased or sold by Mariner for the Investment Advisory Accounts. Mariner has established a variety of restrictions, procedures, and disclosures designed to address conflicts of interest arising between Investment Advisory Accounts on the one hand and the Firm’s business on the other. It is Mariner’s policy that Personnel involved in decision-making for Investment Advisory Accounts must seek to act in the best interest of their advisory clients and generally (but not exclusively) without knowledge of trading in client accounts in which the Firm or its Personnel have an interest, and other operations of the Firm or Personnel. More specifically, where asset management Personnel (“Advisory Personnel”) know of conflicts among Investment Advisory Accounts or between Investment Advisory Accounts and the Firm and/or Personnel, it is Mariner’s policy to disclose their existence in general through delivery of this Form ADV or otherwise at Mariner's discretion depending upon the circumstances, and to comply with legal requirements, if relevant, with respect to obtaining consents or other approval.

Cross Trades and Principal Trades

Mariner may cause its clients to make investments in affiliated or associated entities Mariner and its affiliates may act in multiple capacities (for example, act as principal or agent as described below in addition to acting as adviser on behalf of a client), and may effect transactions with or for an account in instances in which Mariner and its affiliates and/or their personnel may have multiple interests. Mariner may invest Investment Advisory Accounts, or recommend that clients invest, in Affiliated Funds. Investments in Affiliated Funds may be of any class or category of shares with the understanding that fees associated with such class or category need not be the lowest fees offered. Mariner may be compensated for causing its clients to make investments in affiliated or associated entities In addition, Mariner has no obligation to determine whether investments in other Affiliated Funds or a comparable, non-affiliated collective investment fund or vehicle, would be subject to lower fees and expenses. In connection with such investment, unless provided otherwise in the client’s advisory agreement, the client will pay all fees pertaining to the Affiliated Fund and no portion of the Affiliated Fund’s advisory, administrative or other fees will be offset against fees payable in accordance with the advisory agreement. The client may prospectively revoke its consent to invest in Affiliated Funds at any time by written notice to Mariner. As described above in response to Item 5, Personnel may receive referral compensation in connection with investments by clients in Affiliated Funds. See Item 5 above for Mariner’s policy regarding Mariner-advised Fund-of-Funds purchase of interests in Mariner Funds. Mariner personnel may engage in principal trades Personnel may invest in the Affiliated Funds and, in such regard, purchase securities from a “client” (or, with respect to Affiliated Advisers-managed funds, although not deemed a purchase of securities from a “client,” that purchase could present an actual or apparent conflict). For example, principals or employees of Mariner may have access to investment opportunities that are not otherwise available or afforded to clients or Investment Advisory Accounts (e.g., due to limited capacity) or pay lesser fees and/or expenses than clients or Investment Advisory Accounts may pay. In the event that Mariner or its affiliate is required to sell any remaining assets in a Fund following the expiration of a Fund’s term, Mariner and/or its affiliates (as applicable under the terms of the Fund documentation) will be permitted to bid on such assets on normal commercial terms and on an arm’s-length basis; provided, however, that Mariner or one of more of its affiliates purchases the relevant asset at a price at least equal to the market value of the relevant asset. In the event that Mariner or its affiliate decides to sell any remaining assets in a Fund following the expiration of its term, Mariner, the Fund’s general partner, the Fund’s limited partners, and a minimum of three independent broker dealers (whenever practicable) will be invited to participate in the bidding process. Mariner or its affiliate may be engaged by a third party to assist in structuring sophisticated financial products for that third party’s investors. An Affiliated Fund may make an investment into a third party’s investment product from which Mariner or its affiliate has received a structuring or other fee in return for services provided in the creation of that investment product. A Mariner Fund will make an investment in that investment product only after Mariner has made a good faith determination that the structuring or other fee (i) was made in return for bona fide services that fall outside the scope of the investment management services performed by Mariner on behalf of the Mariner Fund, and (ii) was reasonable in relation to the nature of work performed. Mariner may cause its clients to engage in cross trades In accordance with Mariner’s “Cross Trading Policy,” Mariner may buy and sell the same security between Investment Advisory Accounts when it believes, in its sole discretion, that such a transaction would be advantageous or otherwise beneficial to each of the Investment Advisory Accounts involved. For example, a cross trade may be effected in a less liquid or otherwise difficult to transact in security (for example, difficult to locate or hard to borrow short), when, in the professional opinion of Advisory Personnel, it would reduce the risk of market impact or otherwise reduce the costs associated with the contemplated trade. As a result of their affiliation with the Firm, Personnel may be permitted to invest in classes of securities or shares offered by Affiliated Funds that result in Personnel paying less in terms of fees and expenses, than clients (or their investors) may pay for the same investment. Letters of Understanding a/k/a “Side Letters” The Mariner Funds and/or Mariner and its affiliates may enter into letters of understanding granting investors (e.g., seed investors) or third parties (e.g., financial institutions that provide financing to Mariner or its clients, consultants or advisers to investors) different rights terms or conditions (including, without limitation, reductions in Management Fees, Incentive Fee, withdrawal, transparency, expenses, revenue share, reporting, “most favored nations”, indemnification and exculpation or other preferential terms, such as access to co-investment opportunities) (“Letters of Understanding”) without notice or consent of other investors. No Letter of Understanding provided to an investor or a third party by a Mariner Fund and/or Mariner or its affiliate will necessarily entitle any other investor or third party (who do not otherwise also have in place Letters of Understanding) to the rights granted in such letter. Portfolio Transparency Mariner will at times make a Mariner Fund's portfolio available to investors in connection with in- person meetings or by webcast in connection with telephonic meetings. Mariner may also agree to make a portfolio available to certain investors at other specified times. Mariner may also make portfolios available, on a time lag basis, to risk measurement platforms (such as RiskMetrics and Measurisk) that provide risk monitoring, modeling or measurement services, but agree to keep position-level identifying information confidential, except on an aggregate basis with other funds. Upon written request there may be certain additional reports and supplemental information that is available to investors which includes weekly performance estimates, liquidity, sector, strategy and geographical allocations, security types, ratings data, performance attribution analysis, and general information relating to portfolio allocations)(the “Special Reports”). In addition to these Special Reports, pursuant to a confidentiality agreement that includes agreed upon limitations on use, certain third party service providers (e.g., consultants, risk and asset aggregators such as Albourne Partners Limited), have been retained by large institutional investors (e.g., state and corporate pension plans, fund of funds and other investors who invest in multiple hedge funds)(collectively “Consultants”) and as a result may receive additional detailed information from Mariner that is not generally made available to investors including but not limited to the following: certain fund holdings data such as liquidity related data, certain sector data, strategy and geographical region allocation related data, asset class related data including security and instrument types; exposure data including market capital exposure; maturity data, credit ratings data, concentration and percentage of ownership data, price yield and spread data; risk reports including value at risk and portfolio sensitivity data (e.g., Beta and Greeks), stress test related data and account related custodian data (all of the aforementioned data and reports simply referred to collectively hereinafter as “Consultant Data”). Investors should be aware of the Consultant Data and upon written request and subject to applicable confidentiality agreements governing data use and dissemination, investors can receive the same Consultant Data (e.g., via an Excel Spread Sheet or otherwise). Mariner currently provides Consultant Data to Albourne Partners Ltd via their electronic reporting platform Albourne OPERA. Finally, investors in some Mariner Funds may have greater transparency to their portfolios than investors in other Mariner Funds, which portfolios may have significant overlap with other Mariner Funds’ portfolios.
Mariner’s Code of Ethics
In the ordinary course of performing its investment advisory services and under specific conditions, Mariner (or its affiliates) may recommend to their clients the purchase or sale of securities (or various classes of the same security) in which Mariner (or its affiliates), and their personnel also have a position or interest. For example, Mariner may advise a securities portfolio for ORIX and accordingly, it may recommend to clients that they buy or sell securities in which ORIX has a financial interest. It is worth noting that in such instances, clients could have different rights in those securities (for example, in the event of a default or restructuring on the part of the issuer, or as a result of a bankruptcy proceeding). In addition, Mariner may recommend to one or more Investment Advisory Account that they purchase or sell interests in Affiliated Funds. In addition, Personnel and other related persons of Mariner may buy and sell for their own personal accounts securities that are recommended to clients. As described more fully below, Mariner has adopted a Code of Ethics (its own and a “Code of Conduct” of its parent company ORIX) and a related Personal Investment Policy (collectively the “Code”) that regulates personal transactions and other possible conflicts in such a manner that Mariner's primary obligation of fiduciary duty to its clients is satisfied. Lastly, certain principals of Mariner may have a substantial economic position in the equity of companies that serve as a custodian or prime broker for client accounts (such as Hedge Funds), or to whom the client accounts allocate brokerage transactions. Pursuant to Rule 204A-1 of the Advisers Act, Mariner has adopted a Code which sets forth standards of business and personal conduct for all Mariner employees. In addition, Mariner has developed specific policies and procedures that govern the business practices of Mariner partners, directors, officers and certain other employees (“Access Persons” who are generally defined under the Code as employees who have regular access to information relating to client security transactions and “Advisory Persons,” who are generally defined as investment professionals such as portfolio managers, analysts and traders who recommend, research and effectuate investment ideas respectively) and certain of its affiliates (“Access Persons” and “Advisory Persons” are referred to collectively as “Access Persons”). For example, Mariner has developed a “Personal Investment Policy” and related procedures to address actual and potential conflicts of interest that arise from personal trading by Access Persons. The Code is predicated on the basic principle that employees of Mariner will adhere to the high ethical standards and fiduciary principles, and must:  place client interests first;  engage in personal securities transactions consistent with the Code and avoid any actual, potential or apparent conflict of interest or any abuse of position of trust and responsibility;  keep security holdings and financial circumstances of clients confidential; and  adhere to the principal that independence in the investment decision-making process is of paramount importance. In addition to the Personal Investment Policy, the Code contains several other policies and procedures that are designed to eliminate or reduce potential conflicts of interest and include the following: a “Gifts & Entertainment Policy”; a “Political Contributions and Pay-to-Play Policy”; a “Personal Conflicts of Interest and Outside Affiliations Policy"; a “Confidentiality Policy”; a “Media and Public Speaking Policy”; and a Social Media and Electronic Communications Policy.” Mariner prohibits the use of material non-public information (“inside information”) and maintains a Restricted and Watch List of securities that may not be purchased by its employees for their own accounts or for Investment Advisory Accounts because of the actual or possible possession of inside information. Access Persons are prohibited from purchasing initial public offerings, except with the express written approval of Mariner's General Counsel or Chief Compliance Officer. In addition, Access Persons are generally prohibited from purchasing most other types of securities with limited exception (e.g., security purchases pursuant to a third party discretionary arrangement that has been reviewed and approved by compliance). Specifically, Access Persons are permitted to personally invest in “Exempt Securities” as defined under the Code (including registered open-end mutual fund shares, certain types of Exchange Traded Funds (unit investment trusts that hold securities in proportion to a broad based market index such as SPDRs and QQQs), Treasury obligations or other securities issued by or guaranteed by the U.S. government, bankers certificates of deposit, commercial paper and other short term high quality debt instruments with one year or less to maturity), and subject to preclearance, may also purchase and sell registered closed-end mutual fund shares, municipal securities and limited offerings including private partnerships such as hedge funds). Exceptions to these policies and procedures may be granted where Mariner believes that the expected activity would not likely compromise client interests. An employee’s violation of Mariner’s Code can result in remedial measures including disgorgement of profits (if any), and depending upon the facts or circumstances, more severe actions up to and including monetary fines, suspension and termination of employment. Access Persons are discouraged from frequent personal trading. Access Persons generally are prohibited from serving as board members of a publicly-traded company, however, as noted above in Item 10, exceptions may be permitted by Mariner’s Chief Compliance Officer or General Counsel when it is deemed to be in the best interest of Mariner and/or its clients or in their respective or collective opinion does not otherwise present an unreasonable risk. The Firm shall have no obligation to recommend for purchase or sale by any Investment Advisory Account any instrument that the Firm or Personnel may purchase for themselves or for any other clients. The Firm shall have no obligation to seek to obtain material non-public information about any issuer of securities, nor to effect transactions for Investment Advisory Accounts on the basis of any inside information as may come into its possession. The ability of Mariner to effect and/or recommend transactions for Investment Advisory Accounts may be restricted by applicable regulatory requirements and/or the Firm’s internal policies. As a result, there may be periods when Mariner may not be able to initiate or recommend certain types of transactions for such clients, may not acquire certain instruments, or may dispose of certain instruments in an Investment Advisory Account when aggregate position limits established by the Firm or by regulators have been reached, or in other circumstances, and advisory clients will not be advised of that fact. Also, without limitation, regulatory or contractual or other limitations or considerations related to effecting transactions for certain of Mariner’s Investment Advisory Accounts may not apply to other Investment Advisory Accounts, resulting in differences among Investment Advisory Accounts. Unless approved by Mariner’s Chief Compliance Officer, Access Persons may not undertake other business activities outside of Mariner that may cause, or appear to cause, any conflict of interest, and Access Persons must disclose all directorships in businesses and other interests in businesses where they either have a controlling or influencing position or receive monetary or other compensation for their involvement in that business. Each Access Person is required to report to Mariner certain types of securities transactions in personal accounts in which they have a “beneficial Interest,” including arranging for duplicate transaction confirmations to be sent to Mariner (or its third party service provider, currently Compliance Science) as well as completing initial, quarterly and annual reports. As discussed further above in response to Item 10, on occasions where a number of client accounts are attempting to purchase or sell the same securities, Mariner may aggregate orders to purchase or sell securities with those of its other clients in order to facilitate execution and minimize transaction costs. The manner of aggregation is consistent with Mariner’s duty to seek best execution on an overall basis for its clients and with the terms of its investment advisory agreement with its clients. As a general matter, each client that participates in an aggregated order will participate at the average share/bond price with transaction costs shared pro rata based on the clients’ participation in the transaction. If those orders cannot be fully executed under prevailing market conditions, Mariner allocates on an equitable basis among all of its Investment Advisory Accounts the purchases or sales which can be made, after taking into account the size of the order placed for the various clients and such other factors as it deems appropriate. In some cases, this procedure may adversely affect the price paid or received by Mariner’s advisory clients or the size of the position obtained by such clients. In addition, a Mariner affiliate may hold record title to securities owned by its advisory clients as nominee or in trust to facilitate the ownership of smaller, illiquid investments. This is done at no cost to its advisory clients and is disclosed to those clients through this Brochure and other disclosure documents (such as investment management agreements, Fund offering documents or otherwise). Mariner’s clients, prospective Mariner clients or investors in Mariner Funds may obtain a complete copy of the Mariner's Code of Ethics free of charge by submitting a written request to Mariner’s Compliance Department at 500 Mamaroneck Avenue, Harrison, NY 10528, by fax at (914) 670-4320 or by contacting Mariner’s Chief Compliance Officer at (914) 670-4341.
Other Actual or Potential Conflicts of Interests
Management of Investment Advisory Accounts Mariner and its affiliates are subject to actual and potential conflicts of interest in managing the business and affairs of the Advisory Accounts. For example, Mariner or its affiliates currently manage numerous Funds and separately managed accounts and may sponsor new Funds and other separately managed accounts in the future. Those new Funds and separately managed accounts may be managed by current employees or by new portfolio managers hired to manage those new Funds and separately managed accounts. Mariner may have an incentive (for example, if the new Funds pay Mariner, its affiliate or an Associated Adviser higher fees) to retain portfolio managers to manage the assets of the new Funds and separately managed accounts rather than to manage the assets of the existing Mariner Funds. Third Party Advisors There may also be instances where an affiliated, associated or unaffiliated third party investment adviser (each, a “Third Party Advisor”) may manage an Investment Advisory Account on behalf Mariner (pursuant to an investment advisory agreement or otherwise) and Mariner may cause another Investment Advisory Account to invest in a Third Party Advisor-managed Fund. Typically, that Investment Advisory Account would pay the fees set forth in Third Party Advisor-managed Fund’s offering memorandum. As a result of that investment, the appearance that the Third Party Advisor is receiving additional benefits (such as investor capital or indirect compensation through asset- and performance-based fees) and/or, in the case of an affiliated or associated Third Party Advisor, that a Mariner affiliate or Associated Adviser is receiving some additional and separate compensation, may exist. However, Mariner does not have any formal or informal understanding with any Third Party Advisor that would in any way obligate Mariner to invest in a product or service offered by that investment adviser. Mariner allocates capital for each client in accordance with the general best interest of each client as determined by Mariner (taking into consideration all relevant circumstances). With respect to Fund-of-Funds that direct Mariner to invest in products or services offered by Mariner affiliates or Associated Advisers, these same conflicts may exist and may be exacerbated. In addition, in the case that Mariner retains a Third Party Advisor on behalf of multiple Investment Advisory Accounts, there may be limited instances where Mariner’s decision to terminate its relationship with the Third Party Advisor may negatively impact one or more of those Investment Advisory Accounts. For example, Mariner may invest the assets of a Fund-of-Funds in an underlying fund managed by a Third Party Advisor, and retain the same Third Party Advisor to manage an Account (e.g., via sub-advisory separate account arrangement). If Mariner terminated the Third Party Advisor, Mariner may be in a position to more quickly liquidate the assets of the Account, while the Fund-of-Funds’ investment in the underlying fund may be subject to withdrawal restrictions. In the case that the Account and the Fund-of-Funds invest in the same, illiquid positions, the Fund-of- Funds may be negatively impacted by its lack of liquidity (relative to the Account). Potential for Conflicting Trading Activity See “Pooled Investment Vehicles- Conflicts- Mariner may engage in activities (on behalf of itself or other clients) which may conflict with its activities on behalf of a client” in Item 10 above. Conflicts Regarding Valuation and Other Matters Mariner will be responsible for a variety of important matters affecting each Investment Advisory Account. Among other matters, Mariner will assist the applicable administrator and back office service provider with determining the value of the securities and other instruments held by such Investment Advisory Account. Such valuation affects reported Investment Advisory Account performance, the calculation of any performance-based fee due to Mariner as well as the calculation of the related management fee. Although Mariner has instituted methods of valuing different types of investments, which generally involve current market price information, there may be investments as to which the administrator and back office service provider have certain elements of discretion in determining valuation. Third Party Advisor Compensation Mariner negotiates the compensation to be paid to each Third Party Advisor that trades a portion of Multi-Strategy Fund’s assets (see Items 4 and 5 above). Since Mariner retains for itself greater fees if a trader accepts lower fees, Mariner has an incentive to select for its Multi-Strategy Funds traders who accept lower fees (which may conflict with Mariner’s duty to act in the best interest of its advisory clients). However, regardless of the amount of a Third Party Advisor’s fees, Mariner maintains internal qualifications and standards that Third Party Advisors generally must meet. Appointment of Third Party Advisors Mariner has an ongoing need to find and retain qualified traders, portfolio managers and analysts (both as employees and Third Party Advisors) for the Multi-Strategy Funds, and for other Mariner Funds and accounts for which Mariner or an affiliate currently provides or in the future may provide investment management services. Mariner has no prescribed criteria for determining whether a person will be retained to provide management services as an employee, referred to an affiliate or Third Party Advisor to manage a separate account on behalf of the Multi-Strategy Funds, or whether that person will be retained to manage the assets of other Funds or accounts managed by Mariner, or an affiliate or Associated Adviser. As a result, Mariner may appointment those persons based upon business and financial incentives which may result in favoring one type of arrangement over another. Incubation Fund and Related Incubation Products As noted above, Mariner has an ongoing need to find and retain qualified traders, portfolio managers and analysts (both as employees and Third Party Advisors). Although Mariner does not currently have a formal incubation program in effect (as it has historically) which can generally be described as a fund or program primarily designed to support, develop and otherwise foster the growth of an “up-start” or lesser established trading team or adviser (collectively, the “Incubation Fund”). Mariner may establish an Incubation Funds in the future. Mariner has established objective (albeit general) criterion for determining whether a person (or affiliated entity) will be retained to provide investment management services on behalf of an Incubation Fund or whether that person (or affiliated entity) will be retained or otherwise utilized to manage or advise the assets of other Funds or accounts managed by Mariner, an affiliate or Associated Adviser (e.g., the Multi-Strategy Funds). As a result, Mariner could base its appointment of those persons (or affiliated entities) based upon business and financial incentives which may result in favoring one type of arrangement over another. Creation of New Fund versus Account Mariner may have a conflict of interest in determining whether to form a new Fund for a Third Party Advisor. For example, if a new Fund is formed for a Third Party Advisor, that person may discontinue managing a separate account for an existing Multi-Strategy Fund, and even if that person does continue to manage a separate account for that Multi-Strategy Fund, the fact that the person is also managing a new Fund could adversely affect the trader’s separate account(s) due to allocation of resources, competition from limited availability positions and similar considerations.
Informational Barrier (a/k/a "Chinese Wall")
Separation Between Direct Investment Trading Groups Mariner has established an informational barrier among its various trading groups and accordingly, those trading groups are under no obligation to share and, in instances, are prohibited from sharing (unless certain established control procedures are followed) investment opportunities, ideas or strategies among each other or their affiliated traders. As a result, certain trading groups within Mariner may compete with each other and/or with affiliated advisers for appropriate investment opportunities, or engage in trading activities on behalf of Mariner’s clients that is detrimental to the trading positions of each other. Separation between Fund-of-Funds Products In addition to the informational barrier that exists between Mariner’s internal trading groups (as noted above), the Firm has implemented a similar informational barrier between its fund-of-funds product group (e.g., Mariner's "traditional" Fund-of-Funds products team) and Mariner’s direct investments trading groups, with limited exception. In addition, consistent with communication and proprietary trading restrictions noted above, to the extent that Mariner may have more than one fund-of-fund program (as was the case when the Firm had a traditional fund of fund product and at “alternative” fund of fund product), Mariner’s Fund-of-Funds products team would be under no obligation to share and, in almost every instant, are prohibited from sharing (unless certain established control procedures are followed) investment opportunities, ideas, strategies and planned investments or redemptions amongst each other. As a result, certain Fund-of-Funds products teams within Mariner could at times compete with each other (or affiliated advisers) for appropriate investment opportunities (such as underlying manager hedge fund investment capacity or liquidity upon redemption), or engage in trading activities on behalf of Mariner’s clients that is detrimental to the trading positions of each other. please register to get more info

Selection of Broker-Dealers
Mariner generally has the authority to determine without client consultation or consent the broker- dealer or other counterparty through which securities or other instruments are bought and sold, and the commission rates or dealer spreads at which transactions are effected. However, a client may limit Mariner’s discretionary authority over its Account and instruct Mariner as to which broker- dealer(s) it should use to execute securities transactions on behalf of its Account. In those cases, Mariner may be unable to achieve most favorable execution of client transactions. Therefore, clients who elect to select the broker-dealer(s) for execution of securities transactions on behalf of their account may incur greater costs (than clients who do not elect directed brokerage). For example, a client may pay higher brokerage commissions because Mariner may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices. Mariner will negotiate the scope of its authority with each client on an individual basis as requested. In placing orders for the purchase and sale of securities for clients, Mariner’s policy is to seek the best execution of orders on an overall basis, which means that it seeks to ensure that the client’s total cost or proceeds is the most favorable under the circumstances. Mariner does not adhere to any rigid formulas in making its selection of broker-dealers to effectuate securities transactions on behalf of its clients, but weighs a combination of factors or criteria. For example, in selecting brokers to effect portfolio transactions, the determination of what is expected to result in best execution on an overall basis involves a number of factors, including:  a broker’s reliability, reputation and experience in the industry,  financial stability,  capital commitment,  efficiency in executing and clearing transactions (for example, ability to prospect for and provide liquidity and block trades, while avoiding unwanted market impact),  competitive commission rates, markups and other fees and spreads,  if applicable, the quality of research and services provided (see “Soft Dollars” below) and  general responsiveness to the Firm. Mariner may also take into consideration research (such as investment ideas, quantitative analysis, historical data, analytical, statistical and other information) and services provided by the broker (such as periodic electronic reports). In selecting broker-dealers for execution of securities transactions for client accounts, Mariner may also consider a broker’s assistance with arranging for representatives of Mariner to speak at conferences and programs sponsored by the broker for investors interested in investing in hedge funds (the “Capital Introduction Events”). Through such Capital Introduction Events, prospective clients (or investors in clients managed or advised by Mariner or its affiliates such as the Hedge Funds), have the opportunity to meet with representatives of Mariner. Currently, Mariner and its affiliates do not compensate brokers for organizing such events or for any investments ultimately made by prospective investors attending such events (although either of them may do so in the future). Additionally, Mariner and its affiliates may do business with (for example, effect securities transactions with) broker-dealers that have consulting or other divisions that refer business to the Firm, but Mariner does not have any agreement or other understanding (either written or oral), to do so based upon that brokerage. Mariner’s practice of taking into account client referrals from broker-dealers when selecting broker-dealers for client accounts creates a conflict of interest for Mariner, as it may have an incentive to select or recommend a broker-dealer based on Mariner’s interest in receiving client referrals (rather than on Mariner’s clients’ interest in receiving most favorable execution). As a general statement, the Mariner employees who are responsible for directing brokerage to broker-dealers are not responsible for or directly involved with capital raising and marketing activities. Those employees who do have responsibility for marketing are separate and distinct from Mariner’s investment advisory activities (that is, are generally not Access Persons) and Mariner’s Compliance Department specifically monitors activities in this area (including approving all Capital Introduction Events and monitoring trade flows and commission activity with an eye towards these potential conflict activities ). For many transactions involving debt obligations, the markets in which Mariner trades are dealer- to-dealer over-the-counter markets in which there are no brokerage commissions, although mark- ups, mark-downs and clearing, structuring and other transaction costs are applicable. Mariner buys and sells securities on behalf of Advisory Accounts at the prevailing bid-ask spreads. Mariner believes that each Advisory Account has access, through direct contact with primary dealers and financial institutions, to fully competitive prices.
Soft Dollars
Mariner may select brokers that furnish Mariner, its clients, its affiliates or personnel, directly or through third-party relationships, with research or brokerage services which provide, in Mariner’s view, lawful and appropriate assistance in the investment decision-making or trade execution processes. Mariner may endeavor, subject to the duty to seek best execution, to execute trades with such brokers, in order to obtain research or brokerage services or in order to ensure the continued receipt of such research or brokerage services. Research or brokerage services that may be acquired by Mariner with soft dollars include, without limitation and to the extent permitted by applicable law: (i) research reports on companies, industries and securities; (ii) economic and financial data; (iii) financial publications; (iv) broker sponsored industry conferences; (v) quantitative analytical software; and (vi) market data related software and services. Such services may be proprietary (i.e., created and provided by the broker-dealer) or third-party (created by a third-party but provided by the broker-dealer). Mariner may pay, or be deemed to have paid; commission rates higher than it could have otherwise paid in order to obtain such research or brokerage services. Such higher commissions would be paid in accordance with Section 28(e) of the U.S. Securities Exchange Act of 1934 “Safe Harbor” as interpreted by the SEC and its staff, which requires Mariner to determine in good faith that the commissions paid are reasonable in relation to the value of the research or brokerage services received. Mariner believes that using commission dollars to obtain the type of research or brokerage services mentioned above enhances its investment research and trading processes. Pursuant to Mariner’s commission sharing policy, all third-party commission sharing arrangements must be approved and/or ratified by Mariner’s Compliance Committee. Research products or brokerage services received by Mariner may also be used for functions that are not research or brokerage related. Where a research product or brokerage service has such a “mixed use”, Mariner will make a reasonable allocation according to its use and will pay for the non-research and brokerage function in cash using its own funds. The receipt of such products and services and the determination of the appropriate allocation create a potential conflict. While research or brokerage services obtained in this manner may be used in servicing any or all of Mariner’s client accounts, such products and services may disproportionately benefit one or more clients relative to others based on the amount of brokerage commissions paid, the nature of the research or brokerage products and services acquired and their relative use or value for particular accounts. For example, in some cases, the research or brokerage services that are paid through a client’s commissions might not be used in managing that client’s account. In addition, other Mariner clients may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services provided as a result of transactions executed on behalf of a client account for which such products and services are also used. To the extent that Mariner uses client commission dollars to obtain research or brokerage services, it will not have to pay for those products and services itself. Mariner may also receive research or brokerage services that are bundled with trade execution, clearing, settlement and/or other services provided by a particular broker-dealer. To the extent Mariner receives research or brokerage services on this basis, many of the same potential conflicts related to receipt of these services through third-party arrangements may exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution, clearing, and settlement services provided by the broker- dealer and will not be paid by Mariner from its own assets. On occasion, third party investment managers that are not affiliates of Mariner, but that Mariner (and/or the Mariner Funds) engage to provide advisory services to a Mariner Fund or Account pursuant to a sub-advisory agreement or otherwise, may enter into soft dollar relationships, but generally only to the extent that those soft dollar relationships provide appropriate brokerage and/or research assistance (typically within the Section 28(e) of the U.S. Securities Exchange Act of 1934 “Safe Harbor”).
OTC Trading
Primary market makers are used for transactions in the over-the-counter (“OTC”) markets, except in those instances where Mariner believes more favorable execution or price is obtainable elsewhere. Mariner may effect transactions in OTC securities (and certain derivatives) directly with principals or market makers by paying a mark-up within the spreads of the bid and ask prices of the security or derivative and without incurring a commission charge. Mariner may also effect transactions in OTC securities or derivatives on an agency basis when liquidity permits. The purchase price of an OTC security or derivative acquired in an agency transaction could include compensation to the broker- dealer in the form of a mark-up relative to the broker-dealer’s original cost in addition to a commission. For many transactions involving U.S. Treasury, federal agency and mortgage-backed securities, the markets in which Mariner trades are dealer to dealer OTC markets in which there are no brokerage commissions, although minor clearing charges are applicable. While Mariner may buy and sell securities or derivatives on behalf of client accounts at the prevailing bid asked spreads, the actual direct transaction costs are minimal. Mariner believes that its Investment Advisory Accounts have access, through direct contact with primary dealers and financial institutions, to fully competitive prices. Certain of Mariner’s client accounts may maintain credit lines for Treasury financing with most, if not all, government securities primary dealers. Clearing and Trading Requirement of the Over-the-Counter Derivatives Markets. The Dodd-Frank Act includes provisions that comprehensively regulate the OTC derivatives markets. The Dodd-Frank Act requires that a substantial portion of OTC derivatives must be executed in regulated markets and submitted for clearing to clearing houses. OTC derivatives trades submitted for clearing are subject to initial and variation margin requirements set by the relevant clearing house, as well as possible CFTC- or SEC-mandated margin requirements. The regulators also have broad discretion to impose margin requirements on non-cleared OTC derivatives. Although the Dodd-Frank Act includes limited exemptions from the clearing and margin requirements for so-called “end-users”, the Funds will not be able to rely on such exemptions. OTC derivative dealers also are or will be required to post margin to the clearing houses through which they clear their customers’ trades instead of using such margin in their operations. This will increase the OTC derivative dealers’ costs, and these increased costs are expected to be passed through to other market participants in the form of higher upfront and mark-to-market margin, less favorable trade pricing, and the possible imposition of new or increased fees. As of the date of this Brochure, certain credit default swaps and interest rate swaps are subject to a clearing mandate. Other swap transactions on other types of products are expected to be required to be cleared as well.

The SEC and CFTC will require a substantial portion of derivatives transactions that were historically executed on a bilateral basis in the OTC markets to be executed through a securities, futures, or swap exchange or execution facility. These transactions that are required to be entered into on an exchange or execution facility are a subset of those that are required to be cleared (i.e., as of the date of this Brochure, certain credit default swaps and interest rate swaps).

Clearing and trading requirements may make it more difficult and costly for investment funds, including the Mariner Funds to enter into OTC transactions. They may also render certain strategies in which the Mariner Funds might otherwise engage impossible or so costly that they will no longer be economical to implement. Finally, the clearing requirement will centralize risk in a small number of clearing counterparties. While the derivatives clearing organizations’ margin requirements will reduce the risk of default on contracts, the mere fact of centralizing and pooling risks at a small number of clearing organizations may increase the impact of the failure of a centralized counterparty.

Borrowing
To the extent a Fund uses leverage, it may borrow from a broker (such as a prime broker or other key counter-party or service provider of the Fund or Mariner) at arm’s-length rates. If any Investment Advisory Account engages in short sales, Mariner may cause the Investment Advisory Account to borrow the securities sold short from an unaffiliated broker and that broker will earn and retain any interest in connection with the borrowing.
Trade Errors
Mariner seeks to exercise due care in making and implementing investment decisions on behalf its clients. It is Mariner’s policy to seek to correct any trade error that may occur as soon after discovery as is reasonably practicable, consistent with the orderly disposition (and/or acquisition) of the securities in question. As a general matter, actual losses in an Investment Advisory Account as a result of a trade error caused by Mariner will be reimbursed by Mariner; however, Mariner does not compensate its clients for lost investment opportunities (such as its failure to take advantage of investment or market improvements). Any gains in an Investment Advisory Account as a result of a trade error caused by Mariner will remain in the Investment Advisory Account. As a general matter, netting of gains and losses between Investment Advisory Accounts is not permissible. Netting of gains and losses for one Investment Advisory Account may be permitted, however, in circumstances in which more than one transaction may be effected to correct one or more trade errors made as a result of a single (or related) investment decision(s). Netting of gains and losses may also be permitted in the circumstances in which multiple trade errors resulting from more than one investment decision occur in the same Advisory Account on the same day. It is Mariner’s policy that broker-dealers may not assume responsibility for trade error losses caused by Mariner, and Mariner does not enter into reciprocal arrangements between Mariner and a broker with respect to the trade error in question (or any other trade) to encourage the broker to assume responsibility for such losses. please register to get more info

As more fully discussed below, the members of the Investment Committee and the Risk Management Committee regularly review Investment Advisory Accounts (daily, weekly, monthly and/or quarterly depending upon the Investment Advisory Account, strategy, perceived risks and the committee involved in the review). The Investment Committee consists of the following standing committee members: William Michaelcheck (Mariner’s Co-Chief Investment Officer), E.G. Fisher (Mariner’s Co- Chief Investment Officer), Charles R. Howe II (Mariner’s President and Chief Financial Officer), Dmitry Green (Mariner’s Chief Risk Officer), as well as 5 portfolio management representatives. As of November 1, 2019, such representation includes: John A (Jack) Poulson, Arun Puri, Greg Schwab, Matt Shulman and James Wise. The Risk Committee for the Firm’s direct investment business activities currently consists of Dmitry Green, William Michaelcheck, E.G. Fisher and John Kelty. Each of the above described committees meet regularly to discuss the Investment Advisory Accounts. In addition, the portfolio manager(s) on each Investment Advisory Account continuously monitor(s) that Investment Advisory Account (daily, weekly, monthly and quarterly).

Mariner generally furnishes clients with quarterly reports listing the market value and other relevant information concerning their Investment Advisory Accounts. In addition, Mariner also provides reports to investors in Mariner Funds on a periodic basis (for example, monthly investor letters and other emails that include estimated Fund performance and related information). In addition to the above, upon written request and generally subject to each recipient entering into a confidentiality agreement, investors in Mariner Funds and their representatives may receive Mariner’s “Special Reports” (that is, investor reports derived from larger Mariner internal use documents). Each investor in Mariner Funds will receive an annual audited financial statement for the relevant Fund prepared in accordance with GAAP, generally within 120 (for Hedge Funds, Private Equity Funds, and the Multi-Strategy Funds) or 180 days (for Fund-of-Funds) of the end of the relevant Fund’s fiscal year. Mariner also makes additional reports as are appropriate to client or investor relationships. Other than as required by applicable law or regulation, Mariner’s clients and investors in Mariner Funds are furnished only those reports and information as contractually agreed upon between the parties in writing. As a general statement, all of the reports provided to Mariner clients and investors in the Mariner Funds are written. please register to get more info

Mariner may enter into arrangements with third parties, including its affiliated parties (e.g., MGCM), whereby such third parties receive fees for referring clients to Mariner or investors to Funds managed by Mariner, its affiliates or Associated Advisers. Mariner pays that compensation only if the client or investor is aware of the fee arrangement (through general disclosures or acknowledgments included in a Fund’s subscription documents) and the arrangement otherwise complies with applicable rules and regulations (for example, the requirements of Rule 206(4)-3 under the Advisers Act with respect to the Accounts and a form of general disclosure with respect to the Mariner Funds). please register to get more info

To the extent that Mariner deducts fees directly from an Account or serves as the general partner or managing member of a Mariner Fund, it is deemed to have custody of client assets. All Account clients should receive, at least quarterly, account statements from the broker-dealer, bank, or other qualified custodian that maintains the client’s assets. Mariner urges clients to carefully review those account statements and to compare the account statements received from their custodians with any statements they receive from Mariner. Mariner generally provides Mariner Fund investors with the applicable Fund’s annual audited financial statements prepared by an independent public accountant. please register to get more info

Mariner generally receives and exercises discretionary authority to manage investments on behalf of its clients. As noted in Item 4 above, clients may impose limitations on this discretion with respect to: (i) the specific types of investments or asset classes that Mariner will or will not purchase for their Accounts; (ii) the nature of the issuers of investments that Mariner will or will not purchase for their Accounts; and/or (iii) the risk profile of instruments Mariner will or will not purchase for their Accounts, or the risk profile of the Accounts as a whole. Clients may also direct Mariner to use a particular broker-dealer or broker-dealers (please see Item 12 above for further information regarding directed brokerage). Mariner typically assumes this authority though a power of attorney or contract provision granted or entered into by a client, or through the constituent documents of a Fund. please register to get more info

Summary of Proxy Voting Policies and Procedures
Pursuant to Rule 206(4)-6 under the Advisers Act, Mariner is providing this summary of its proxy voting process, as well as information as to how you may obtain Mariner’s complete proxy voting policy and procedures and information as to how proxies were voted for securities held in Investment Advisory Accounts including Funds. Mariner has adopted proxy voting policies and procedures designed to ensure that where its clients have delegated proxy voting authority to Mariner, all proxies are voted in the best interest of its clients without regard to the interests of Mariner or related parties. When a client retains Mariner, the investment management agreement between Mariner and the client generally dictates whether Mariner will vote proxies on behalf of that client. Clients may not direct Mariner’s vote in a particular solicitation. Currently, Mariner uses Broadridge Investor Communications Solutions, Inc. (“Broadridge”) as its third-party proxy voting service provider. If the client appoints Mariner as its proxy voting agent, the client will also instruct Mariner to vote its proxies in accordance with: (i) custom guidelines provided by the client; (ii) Mariner’s Standard Guidelines (currently the same as Broadridge’s standard guidelines); or (iii) in the case of a Taft-Hartley client, with Broadridge’s Taft-Hartley guidelines. Mariner informs the client’s custodian (including prime brokers) to send all proxies to Broadridge. Mariner then informs Broadridge that the client has appointed Mariner as its agent and instructs Broadridge as to which guidelines to follow. Once the appropriate guidelines have been established, each proxy must be voted in accordance with those guidelines unless a Mariner portfolio manager believes that it is in the best interest of our client(s) to vote otherwise (the “dissent”). In order to mitigate any conflict of interest that may arise under those circumstances (between Mariner’s self-interest and its duty to act in the best interest of its clients), in those exceptional cases, the following steps are taken:  The portfolio manager must draft a written dissent to the voting instruction and submit the dissent to Mariner’s Legal/Compliance Department for review;  If Mariner’s General Counsel or Chief Compliance Officer (as members of Mariner’s Compliance and Proxy Voting Sub-Committees) determines that no “Material Conflict” exists (as defined in Mariner’s Proxy Voting Policy), then the portfolio manager’s dissent will be approved and Broadridge will be informed of the voting dissention.  If Mariner’s General Counsel or Chief Compliance Officer determines that a Material Conflict exists, the matter will immediately be referred to Mariner’s Proxy Voting Sub-Committee for consideration. In accordance with Mariner’s procedures, the Proxy Voting Sub-Committee members will consider the matter and resolve the conflict as deemed appropriate under the circumstances (e.g., approve or deny).  All dissents are reviewed by Mariner’s Proxy Voting Sub-Committee for consideration and ultimate approval and later Mariner’s full Compliance Committee for its review; Mariner’s clients and investors in Mariner Funds may obtain a complete copy of Mariner’s Proxy Voting Policy and Procedures or information on how Mariner voted proxies for their Investment Advisory Accounts (or the Investment Advisory Account of the relevant Mariner Fund, as applicable) free of charge by submitting a written request to Mariner’s Compliance Department at 500 Mamaroneck Avenue, Harrison, NY 10528, by fax at (914) 670-4320 or by contacting Mariner’s Chief Compliance Officer at (914) 670-4341.
Policies and Procedures for Filing Claims in Class Action Litigation
Mariner believes that it has a fiduciary responsibility to monitor securities class action suits and file claims on behalf of its clients. A class action is a civil lawsuit where a group or "class" is affected in the same manner or form. One or more representatives of the group file suit on behalf the class and a judge will initially decide whether or not the claims of the representatives arise from uniform facts or law common to all class members. If an individual or institution has a unique set of circumstances that might vary from the class, it may prove worthwhile for them to opt out of the class action and file suit individually.

Currently, Mariner uses Class Action Claims Management to undertake the class action filing process on behalf of eligible clients unless a client instructs them otherwise. This policy applies to all advisory accounts managed by Mariner please register to get more info

Form ADV Part 2 requires investment advisers such as Mariner to disclose any financial condition reasonably likely to impair their ability to meet contractual commitments to clients. At this time, Mariner has no information to report that is applicable to this item.
Other Information

Anti-Money Laundering Policies and Procedures
To help the government fight the funding of terrorism and money laundering activities, Mariner seeks to obtain, verify, and record information that identifies clients who open Accounts with Mariner or subscribe for an interest in a Mariner Fund. When a client opens an Account with Mariner, or subscribes for an interest in a Mariner Fund, Mariner will ask for information (such as name, address, date of birth, identification number, a copy of a driver's license or other identifying documents or information) that enables Mariner to identify that client or investor in a manner that is consistent with applicable requirements and to share that information as required by applicable law or in connection with the execution of trades. For certain clients, Mariner may rely (in whole or in part) on the client's broker-dealer, transfer agent or custodian to obtain, verify and record the required information.
Business Continuity Plan
Mariner's Business Continuity Plan ("BCP") is designed with an objective to provide for immediate, accurate and measured response to emergency situations and minimize the impact a specific disaster may have upon the safety and wellbeing of Mariner's personnel and operations. The BCP details the processes in place should a disaster occur that causes temporary (or long term) displacement, including how Mariner would: (i) protect against the loss or damage to organizational assets and critical information; and (ii) resume normal business activities, including the reinstatement of communications with outside contacts, during any extended outage or displacement period. Mariner prepares for business interruptions in part by:  Maintaining back-up facilities in New York (Harrison, New York City, and Wappinger Falls) that are equipped to handle critical operations should Mariner’s primary facilities be unavailable;  Providing all Mariner employees with the ability to log-in to the company's information and technology systems from home (including company email, Bloomberg services and other online disaster recovery systems), which allows Mariner's portfolio managers, traders and other key investment professionals to continue to perform critical investment-related responsibilities including trade execution and portfolio monitoring functions;  Backing up critical data at secure off-site locations for use during a significant business interruption; and  Designating a crisis management team composed of senior-level management to activate and manage the recovery and communication processes. A designated senior executive reviews and approves the overall BCP on an annual basis (in consultation with other members of senior management team), while the Information Technology department reviews and maintains system-related components. Although Mariner has taken significant steps to implement what Mariner believes is a reasonable business continuity plan, Mariner cannot guarantee that its business processes will always be available or recoverable should a significant business interruption strike. However, Mariner believes its business continuity strategy sufficiently reduces the risks associated with possible business interruptions. If you have further questions regarding this BCP, please contact Mariner’s Chief Compliance Officer at (914) 670-4341. This information is subject to modification without notice.
Specific Disclosures for Prospective Participants in Registered or Exempt Commodity Pools
and Mariner’s Exemption as a Commodity Trading Advisor
This brochure (this “Brochure”) provides information about the qualifications and business practices of Mariner Investment Group, LLC (“Mariner”). If you have any questions about the contents of this Brochure, please contact us at (914) 670‐4341. Please note that the information in this Brochure has not been approved or verified by any regulator or self-regulatory organization including the United States Securities and Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”), the National Futures Association (“NFA”) or by any state securities authority. Mariner is registered with the SEC as an investment adviser and with the CFTC as a commodity pool operator. Registration of an investment adviser or commodity pool operator does not imply any level of skill or training. The oral and written communications of an investment adviser (and commodity pool operator) provide you with information about which you may determine to hire or retain an investment adviser or make an investment in a commodity pool advised by the operator. Mariner is not registered with the Commodity Futures Trading Commission ("CFTC") as a Commodity Trading Advisor, based on Mariner’s determination that we may rely on certain exemptions from registration provided by the Commodity Exchange Act and the rules thereunder. The CFTC has not passed upon the availability of these exemptions to Mariner. Additional information about Mariner also is available on the SEC’s website at www.adviserinfo.sec.gov or www.NFA.Futures.Org/basicnet. You can search the SEC’s website by a unique identifying number, known as a CRD number. The CRD number for Mariner is 124744. You can search the NFA’s Background Affiliation Status Information Center (BASIC) website by a unique identifying number, known as a NFA ID. The NFA ID number for Mariner is 0249051. please register to get more info