WhiteStar Asset Management, LLC (“WSAM”) is a Delaware limited liability company organized on February 28, 2013. WSAM is located at 300 Crescent Court, Suite 200, Dallas, Texas 75201. WSAM provides investment advisory services, primarily as collateral manager for pooled investment vehicles that are collateralized loan obligation funds (“CLOs”). The CLOs are generally organized in the Cayman Islands as exempted companies that rely on Section 3(c)(7) of the Investment Company Act of 1940 (the “1940 Act”), or other applicable exceptions or exemptions under the 1940 Act, as the basis for their exemption from the registration requirements of the 1940 Act. The investment management relationship between WSAM and each CLO is governed by a collateral management or similar agreement between WSAM and the CLO and the constituent documents of the CLO.

WSAM is wholly-owned by TCA Holdco LLC, a Delaware limited liability company. TCA Holdco LLC is indirectly owned by Pine Brook Capital Partners II, L.P., a Delaware limited liability company. The CLOs for which WSAM performs investment advisory services invest primarily in senior secured bank loans. In assessing senior secured bank loan assets for the CLO, WSAM employs an underwriting discipline based on a fundamental and technical analytical strategy, subject to the relevant criteria set forth in the constituent documents for each CLO. WSAM’s objective in managing the investment portfolio of each CLO is to achieve preservation of principal, diversification by company and industry, and above average current income. The offering documents for each CLO describe the terms and conditions of the fund, including fees and risk factors, and should be read carefully prior to investment. No offer to sell interests in the CLOs is made by the descriptions in this Brochure, and CLOs are available only to investors that are properly qualified. WSAM may also, in the future, provide additional types of investment advisory services. The addition of any such investment advisory services will be set forth in an amendment to this Brochure prior to WSAM offering such services. WSAM provides mid- and back- office services associated with its asset management business, including trading, portfolio analysis, credit review and monitoring, asset valuation, and risk and compliance management to a separate investment adviser. These services are provided to Trinitas Capital Management, LLC (“TCM”), also a registered investment adviser, under an agreement between WSAM and TCM. Certain investment professionals and other employees or officers of WSAM may also be investment professionals or employees of other investment advisers. TCM’s investment committee is currently comprised of individuals who are also investment professionals of both TCM and WSAM. Such individuals serve at the discretion and subject to the control and direction of TCM’s board of managers, who are elected by its members. A majority of TCM’s Board of Managers consists of individuals who are not affiliated with WSAM. TCM’s relationship with WSAM, and the policies and procedures TCM has put in place to address potential conflicts resulting from such relationships, are described in more detail in Item 11 – Code of Ethics, Participation or Interest in Client. As of December 31, 2018, WSAM managed approximately $620,861,607 of advisory assets, on a discretionary basis. The SEC has adopted a uniform method for advisers to calculate assets under management for regulatory purposes which it refers to as an adviser’s “regulatory assets under management.” Regulatory assets under management are generally an adviser’s gross assets, i.e., assets under management without deduction for outstanding indebtedness or other accrued but unpaid liabilities. WSAM reports its regulatory assets under management in Item 5 of Part 1 of Form ADV which you can find at www.adviserinfo.sec.gov. please register to get more info

General
WSAM receives management fees in connection with the investment management services it provides to each of its CLO clients and may also receive performance fees, carried interest, or other incentive compensation related to the performance of each CLO. Such management fees, carried interest, performance fees, or other compensation are generally established at the beginning of the advisory relationship with each CLO. Specific details of such compensation and its method of calculation are set out in the offering materials, disclosure documents, collateral management agreements, and the constituent documents of each CLO. Such compensation, once the relevant CLO is established, is generally not negotiable, though WSAM has, and may in the future, enter into strategic partnerships, side letter agreements, or other arrangements with specific investors in the CLOs whereby such investors receive direct or indirect reductions of management fees or other compensation payable with respect to their investments managed by WSAM, in each case consistent with the constituent documents of each CLO. WSAM receives management fees from its CLO clients as part of the regular quarterly distributions for each CLO as set forth in the indenture for each CLO and WSAM’s collateral management agreement for such CLO.
Management Fees
WSAM charges management fees at an annual rate of up to approximately 0.50% of the defined asset value calculated for each CLO for which it provides investment advisory services. Such management fees are generally structured with a portion of such fee payable as a senior management fee and a portion payable as a subordinated management fee. Management fees are typically payable quarterly in arrears and are dependent in part on certain cash distribution constraints set forth in the constituent documents for each CLO. The specific management fees, payment terms, and calculation and valuation methods for each CLO are described in detail in the offering documents for each CLO.
Performance-Related Compensation
WSAM may also receive performance fees, carried interest, or other incentive compensation from the CLOs. Such performance fees generally constitute an amount of up to 20% of the CLO’s excess cash flow in excess of the relevant preferred return or hurdle rate for each CLO. The specific performance fees, payment terms, and calculation and valuation methods for each CLO are described in detail in the offering documents for each CLO.
Other Expenses
In accordance with the terms of the WSAM’s collateral management agreements with the CLOs, the CLOs generally reimburse WSAM from time to time for certain out-of-pocket expenses related to the services provided by WSAM and third parties to the funds. Among other things, the CLOs typically reimburse WSAM for fees and expenses relating to establishing the fund, accountants, rating agencies, loan pricing services, software providers, custodial fees, commissions, trade settlement fees, legal and consultant fees and expenses, software or information technology fees and expenses of WSAM primarily related to the provision of services to the client account, exchange fees, bank service fees, income withholding or transfer taxes, and fees of other service providers. To the extent such expenses relate to more than one CLO managed by WSAM, such expenses are allocated among fund accounts, typically based on net assets of each CLO for the applicable allocation period. The CLOs typically also pay other fees in connection with WSAM’s advisory services relating to the establishment or ongoing operation of the funds. These additional fees may include those of the CLO’s trustee, collateral administrator, administrator, accountants, lawyers, rating agencies, and regulators. The CLOs also bear any brokerage commissions, mark ups/downs or other transaction fees for the CLO’s investment and brokerage transactions. As noted above, the CLOs bear expenses related to portfolio transactions. Please see Item 12 – Brokerage Practices for a discussion of WSAM’s brokerage practices. please register to get more info

As discussed in Item 5 – Fees and Compensation above, WSAM may receive performance fees, carried interest, or other incentive compensation from the CLOs for which it provides investment advisory services. All performance-based fees payable to WSAM will be in compliance with Section 205 and Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). Performance-based fees may create an incentive for WSAM to favor, or to take increased investment risk with respect to, CLOs for which it receives performance-based fees from funds, if any, where it receives only asset based fees or no fees. Similarly, WSAM may have an incentive to favor, or to take increased investment risk with respect to, CLOs from which it receives higher performance- based compensation over CLOs where lower performance-based compensation is received. WSAM has in place policies and procedures to address these conflicts, including policies and procedures designed to ensure allocation of trades and securities to client accounts on a fair and equitable basis, taking into account the client’s investment objectives and strategies as well as other relevant factors, including applicable law. These policies and procedures are described in more detail in Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. please register to get more info

WSAM’s primary activity is to provide investment advisory services to CLOs. Investment in the CLOs is generally only available to institutional investors and certain high net worth individuals that are “accredited investors” and “qualified purchasers” or non-“U.S. persons” within the meaning of the Securities Act of 1933 (the “Securities Act”) and the 1940 Act, as applicable. The CLOs may have a specified minimum investment amount set forth in their offering documentation. These minimum amounts may be subject to discretion on the part of WSAM to permit a smaller investment amount with respect to any investor in a particular CLO. WSAM anticipates that a broad range of institutional investors and high net worth individuals meeting the criteria set forth above will invest in CLOs managed by WSAM. WSAM may also provide investment advisory services to potential CLO issuers pursuant to warehouse credit facility arrangements. These arrangements are put in place to permit a potential CLO issuer to acquire loan assets in anticipation of a final CLO securities offering. Historically, WSAM has not charged management fees to potential CLO issuers while providing services pursuant to these warehouse credit facility arrangements. In addition, WSAM may, from time to time, serve as the general partner or manager, or otherwise administrate, certain private funds formed for the purpose of facilitating investments by investors in the CLOs it manages, potentially both during the term of a CLO and/or during its warehouse credit facility arrangements. Historically, WSAM has not charged any asset management, performance or other fees in connection with its management or administration of such entities. This Brochure is not an offer (or solicitation of an offer) to invest in CLOs or otherwise obtain WSAM’s advisory services. Prior to investing in any CLO, an investor should review the relevant offering materials for important information concerning the objectives, policies, strategies, risks, fees, and other important information regarding a CLO as set forth in the prospectus, confidential private offering circular, or private offering memorandum for such CLO. Although this publicly available Brochure describes investment advisory services and products of WSAM, persons who receive this Brochure should be aware that it is designed solely to provide information about WSAM as necessary to respond to certain disclosure obligations under the Advisers Act. As such, the information in this Brochure may differ from information provided in the relevant governing documents for the CLOs. More complete information about each CLO is included in its relevant governing documents. To the extent that there is any conflict between discussions herein and similar or related discussions in any governing documents for a CLO, the relevant governing documents shall govern and control. please register to get more info

Investment Strategies and Methods of Analysis WSAM’s investment strategy focuses primarily on leveraged credit, specifically senior secured bank loans. As permitted by the constituent documents of a CLO, a particular CLO may also have a secondary focus on other types of leveraged credit such as high yield debt securities. WSAM employs both “top-down” and “bottom-up” analyses when making investments. WSAM’s top- down analysis involves a macro analysis of relative asset valuations, long-term industry trends, business cycles, interest rate expectations, credit fundamentals, and technical factors to target specific industry sectors and asset classes in which to invest. WSAM’s bottom-up analysis includes a rigorous analysis of the credit fundamentals and capital structure of each potential investment and a determination of relative value compared to alternative investments. Potential investments will be analyzed through a thorough review of the fundamentals of the economy in general and then the particular industry and the strengths and weaknesses of each individual credit. Under this approach, the credit performance of each asset will typically be subjected to stress tests to maximize the selection of investments with favorable risk adjusted returns. WSAM follows a defined investment process based on a comprehensive analysis of company creditworthiness, generally including a quantitative and qualitative assessment of a company’s business, an evaluation of management performance, an analysis of business strategy, regulatory and legal considerations, industry trends and an examination of capital structure, financial results and projections. The due diligence process typically includes: (i) an assessment of the outlook for the industry based on discussions with industry participants, industry analysts, suppliers to and customers of the industry, and relevant trade group representatives; (ii) discussions with company management as to the business outlook, competitive position within the industry, and flexibility of capital structure relative to business objectives; (iii) an analysis of fundamental asset values and enterprise value of the company (based on valuation comparisons to other industry participants) to assess the degree to which the investment under consideration has above average downside protection; (iv) a review of the company’s core competencies and competitive advantages and formation of a judgment as to the sustainability of each; (v) preparation of historical and projected financial statements to assess the company’s liquidity, fundamental creditworthiness, and prospects for future value creation; (vi) a review of any tax, legal, or regulatory contingencies that could negatively impact the company’s value or ability to continue as a going concern; and (vii) a thorough review of the company’s capitalization, its financial flexibility and debt amortization requirements, including an analysis of the terms and covenants of each of the company’s outstanding debt and equity securities. Following each investment, WSAM actively monitors investment performance. Subject to a CLOs governing documents, WSAM may sell an investment when more attractive investments can be purchased at comparable price points to optimize portfolio composition and target performance. WSAM seeks to prioritize concentration and correlation avoidance and will re- assess investments relative to the target investment criteria of each CLO. WSAM may consider various sources of information in analyzing investments, including financial newspapers and magazines, optimization studies and reports, trade journals, government publications, inspections of corporate activities, research, material prepared by others, corporate rating services, annual reports, prospectuses, filings with the SEC, other regulatory filings, and company press releases. Other sources of information include meetings and discussions with management of public and private issuers and WSAM’s contacts within the senior secured bank loan community.
Material Risks Relating to Methods of Investment Analysis
WSAM seeks to conduct reasonable and appropriate due diligence based on the facts and circumstances applicable to each investment. The objective of the due diligence process is to identify attractive investment opportunities based on the facts and circumstances surrounding an investment and to identify possible risks associated with that investment. When conducting due diligence and making an assessment regarding an investment, WSAM relies primarily on publicly available information and resources, but may also rely on “private-side” information from particular borrowers obtained pursuant to standard non-disclosure or confidentiality arrangements. The due diligence process may at times be subjective (such as with respect to newly organized companies for which only limited information is available). Accordingly, WSAM cannot be certain that its due diligence investigations with respect to any investment opportunity will reveal or highlight all relevant facts (including fraud) that may be necessary or helpful in evaluating such investment opportunity. Also, WSAM cannot be certain that its due diligence investigations will result in investments being successful or that the actual financial performance of an investment will not fall short of the financial projections used when evaluating that investment. WSAM also considers the risks of its investment analysis methods to include the unpredictability of general economic, financial, and issuer-specific conditions.
Material Risks of Significant Investment Strategies
All investing in securities involves risk of loss that an investor should be prepared to bear. The securities that WSAM invests in are subject to credit, liquidity, interest rate and exchange rate risks, general economic conditions, operational risks, structural risks, the condition of financial markets, political events, developments or trends in any particular industry, and periods of adverse performance, among others. Interests in the CLOs managed by WSAM are offered to investors pursuant to disclosure documents that contain detailed information about the risks of investing in the CLOs, including the risks relating to the securities issued to investors by the CLOs and those relating to the underlying assets held by the CLOs. With respect to each CLO managed by WSAM, the summary of fund investment risks in this Brochure is qualified in its entirety by the relevant disclosure documents for the particular CLO. Investors should carefully review the offering circular for each CLO before investing in the CLO or making an investment decision to buy, sell, or hold the securities issued by the CLO. Investors should be aware that the CLOs managed by WSAM are generally limited to certain types of investments (e.g., leveraged loans, high-yield bonds, etc.) and as such will typically not be diversified by asset type. CLOs are not intended to provide a complete investment program and WSAM expects that the assets it manages do not represent all of an investor’s assets. Investors in CLOs managed by WSAM are responsible for appropriately diversifying their assets to guard against the risk of loss. CLO Risks Generally. There are numerous risks associated with investment in a CLO, including that interests in a CLO have limited liquidity and there are restrictions on their transfer; the CLO may have limited assets to make payment on the securities; certain securities issued by the CLO are subject to greater risk of nonpayment than more senior tranches; and the holders of securities may have limited rights to proceed against defaulting borrowers. Holders of interests in a CLO are also exposed to the risks of the underlying assets in which the CLO invests, which consist primarily of senior secured bank loans, with a potential secondary focus on other types of leveraged credit, such as high yield debt securities. These risks are described in more detail below. Investors should carefully review a CLO’s private offering memorandum. Credit Risk All of the debt securities in which the CLOs invest are exposed to credit risk, which is the possibility that the issuer of a debt security will default on its obligation to pay interest and/or principal which could cause a CLO to lose money. Corporate debt securities rated lower than BBB- are below investment grade and therefore are considered to have significant credit risk. A significant portion of the assets of the CLOs managed by WSAM have ratings at or below this level. Debt securities with lower credit ratings generally pay a higher level of income to debt holders but carry a greater risk of default. Interest Rate Risk Fixed rate debt securities fluctuate in value as interest rates change. The general rule is that if the interest rate rises, the market price of fixed income securities will usually decrease. The reverse is also true - if interest rates fall, the market prices of fixed income securities will generally increase. A debt security with a longer maturity (or a fund holding fixed income securities with a longer average maturity) will typically be more sensitive to changes in interest rates and it will fluctuate more in price than a shorter-term maturity. Floating rate instruments, such as the majority of the senior secured bank loans in which the CLOs invest, see increases in the total payment obligations of the borrowers thereunder during periods of rising interest rates, which could lead to an increase in default rates on such investments. Liquidity Risk Liquidity risk exists when a particular security or other instrument is difficult to trade. A fund’s investment in illiquid assets may reduce the returns of the fund because the fund may not be able to sell the assets at the time desired for an acceptable price or might not be able to sell the assets at all. Liquidity may also be dependent on general market conditions, in addition to asset specific demand. Many of the assets in which the CLOs invest, including senior secured bank loans, are less liquid than other types of investments. Risks of Investing in Senior Secured Bank Loans. The substantial majority of the investments managed by WSAM for the CLOs are senior secured bank loans. Such loans are typically negotiated by one or more commercial banks or other financial institutions and syndicated among a group of commercial banks and financial institutions and other investors. The loans are typically made to borrowers which have below investment grade ratings and will generally be highly leveraged companies. Senior secured bank loans typically pay interest based upon floating rates. During periods of rising interest rates, the total payment obligations of the borrowers, issuers, or obligors of floating rate debt will increase, perhaps significantly. This in turn could lead to an increase in default rates on such investments. The investment risks of senior secured bank loans include limited liquidity and secondary market support, the limited supply of some new issue bank loans, the possibility that earnings of the loan obligor may be insufficient to meet its debt service, the declining creditworthiness, and potential for insolvency of the obligor of bank loans during periods of economic downturn, spread compression over the reference interest rate available for reinvestment during any period in which prepayments are received, and if subordinated, subordination to the prior claims of other loans or senior lenders. An economic downturn could severely disrupt the market for bank loans and adversely affect the value of outstanding bank loans and the ability of the obligors to repay principal and pay interest. Senior secured bank loans may become non-performing for a variety of reasons and as a result may require substantial workout negotiations or restructuring that may include a substantial reduction in the interest rate, a substantial reduction of the principal, or a substantial extension of the amortization or maturity date of the loan. Any such event will likely cause a significant decrease in the interest collections on the loan and/or a significant decrease in the principal collections on the loans. Although some senior loans in which a portfolio will invest will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, the portfolio could experience delays or limitations in its ability to realize the benefits of any collateral securing a senior loan. If a default occurs with respect to a senior secured bank loan, and the holder of the loan sells or otherwise disposes of the loan, the proceeds of the sale or disposition will likely be less than the unpaid principal and interest thereon. Historical information regarding default and recovery rates of senior secured bank loans is limited. Actual default and recovery rates could vary significantly from historical observations. Historical information on the market value volatility of senior secured bank loans is limited, and such loans could be subject to market volatility not apparent from historical volatility studies. Such volatility could be significant at times. Typically, the CLOs managed by WSAM purchase an assignment of, or a participation in, a senior secured bank loan issued under a loan facility to which more than one lender is a party. These loan facilities are most often administered by agent lenders on behalf of the lenders pursuant to a loan agreement. In addition, because of the unique and customized nature of a loan and the private syndication of a loan, certain syndicated loans may not be purchased or sold as easily as publicly traded securities, and the trading volume in the syndicated loan market has been small relative to the market for high-yield bonds. Trading in loans is subject to delays due to their unique and customized nature, and transfers may require extensive documentation, the payment of significant fees, and the consent of an agent bank or the underlying obligor. In addition, the investor may incur additional expenses to the extent it is required to seek recovery upon a default or to participate in the restructuring of a loan. In the event a CLO acquires a participation in a senior secured bank loan, as opposed to an assignment of such loan, the CLO will have a relationship only with the participating institution and not the underlying borrower, which will limit the CLOs ability to directly enforce its rights with respect to such loan. The senior secured bank loans in which the CLOs invest are generally prepayable in whole or in part at any time at the option of the obligor thereof at par plus accrued unpaid interest thereon. Prepayments may be caused by a variety of factors which are often difficult to predict. Consequently, there exists a risk that loans purchased by a CLO at a price greater than par may experience a capital loss as a result of such a prepayment. Some bank loans acquired by the CLOs may be subordinated loans, which are typically subject to intercreditor arrangements, which may prohibit or restrict the ability of the investor to exercise rights against the obligor with respect to their second liens, to challenge any exercise of remedies against the collateral by the first lien lenders with respect to their first liens, to challenge the enforceability or priority of the first liens on the collateral, and to exercise certain other secured creditor rights, both before and during a default or bankruptcy of the obligor. During a bankruptcy of the obligor, the holder of a junior loan may have to give advance consent to any use of cash collateral approved by the first lien creditors, sales of collateral approved by the first lien lenders and the bankruptcy court, and debtor-in-possession financings. In recent years, a number of judicial decisions in the U.S. have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories. Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the obligor or has assumed a degree of control over the obligor that creates a fiduciary duty owed to the obligor or its other creditors or shareholders. Because of the nature of bank loans, a CLO acquiring a senior secured bank loan could be subject to allegations of lender liability made against it as part of a group of lenders and may be liable for pro rata liabilities of the agent or lead lender. Risk of Investing in High-Yield Bonds While the CLOs managed by WSAM invest primarily in senior secured bank loans, they may also, subject to the constituent documents for each CLO, invest a portion of their funds in high- yield bonds. High-yield bonds are rated below investment grade and thus have greater credit and liquidity risk than investment grade obligations. High-yield bonds typically pay a fixed rate of interest and are generally unsecured and may be subordinated to other obligations of the issuer. The lower ratings of high-yield bond obligations reflect a greater possibility that adverse changes in the financial condition of the issuer or in general economic conditions may impair the ability of the issuer to make payments of principal and interest. Risks of high-yield bonds also include limited liability and secondary market support, substantial market price volatility resulting from changes in prevailing interest rates, subordination to the prior claims of banks and other senior lenders, the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the investor to reinvest premature redemption proceeds in lower-yielding bonds, the possibility that earnings of the issuer may be insufficient to meet its debt service, and the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates or economic downturn. An economic downturn or an increase in interest rates could severely disrupt the market for high-yield bonds and adversely affect the value of outstanding high-yield bonds and the ability of the issuers thereof to repay principal and interest. The market for both investment grade and high- yield bonds is not liquid at all times and for all issuers. Particular issues may be concentrated in the hands of only a few investors, many of such bonds are not registered under securities laws and most are not listed, and market-making activity, if any, may cease. please register to get more info

There are no legal or disciplinary events that are material to an evaluation of the Adviser’s advisory services or the integrity of management. Specifically, neither the Adviser nor any of its related persons have been a party to a criminal or civil action in a domestic, foreign or military court, been a party to an administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency or any foreign financial regulatory authority or been a party to a self‐regulatory proceeding in the past ten years. please register to get more info

Through common control, WSAM is affiliated with TCM. TCM was formed to provide investment advisory services, initially as a collateral manager for pooled investment vehicles that are CLOs. Pinebrook indirectly owns a controlling interest in both TCM and WSAM through various holding companies. As noted in Item 4 – Advisory Business, WSAM is providing mid- and back- office services associated with its asset management business, including trading, portfolio analysis, credit review and monitoring, asset valuation, and risk and compliance management to TCM. These services are provided by WSAM under an agreement between WSAM and TCM. Certain of WSAM’s investment professionals and officers also act as members on TCM’s investment committee and serve as officers of TCM, including serving as TCM’s Chief Compliance Officer. Such individuals are separately engaged and compensated by TCM, and serve at the discretion and subject to the control and direction of TCM’s board of managers, who are elected by its members. please register to get more info

Personal Trading
Code of Ethics
WSAM maintains a Code of Ethics (the “Code”) in accordance with Rule 204A-1 under the Advisers Act. The Code sets out standards of business and personal conduct for each officer and employee of WSAM (“Employees”) and addresses conflicts that may arise from personal trading by such persons and provides for disciplinary sanctions for Code violations. The Code is available upon written request to the CCO by the CLOs and their current or prospective investors or other current or prospective clients. The policies and procedures set forth in the Code recognize that as an investment adviser, WSAM is in a position of trust and confidence with respect to its clients and has a duty to place the interests of such clients before the interests of WSAM and its Employees, which duty includes an obligation to address or mitigate both conflicts of interest and the appearance of any conflicts of interest. The Code sets out standards of business and personal conduct for each Employee and addresses conflicts that arise from personal trading by such persons and provides for disciplinary sanctions for Code violations. The Code also recognizes that as an investment adviser registered under the Advisers Act, WSAM has a further obligation to comply with the provisions of the Advisers Act as well as the other U.S. federal securities laws. The Code includes a code of conduct adopted by WSAM which requires Employees to (i) act with integrity, honesty, competence, and in an ethical manner when dealing with the public, regulators, clients, investors, prospective investors, and their fellow Employees, (ii) adhere to the highest standards with respect to any potential material conflicts of interest with clients, and (iii) preserve the confidentiality of information that they may obtain in the course of WSAM’s business and use such information properly and not in any way adverse to the interests of any WSAM client, subject to the legality of using such information. All Employees must acknowledge the terms of the Code at the later of the commencement of their employment or adoption of the Code, and thereafter annually, and upon any amendments. Under the Code and WSAM policy, Employees are prohibited from trading in securities of any company while in possession of material, non-public information regarding the company. The Code also includes a personal securities investment and reporting policy. This policy, among other things, significantly restricts an Employee’s ability to engage in any personal securities transactions and requires Employees to disclose all brokerage or securities accounts in the individual’s name or over which the Employee has any direct or indirect beneficial ownership, including accounts over which investment discretion is exercised either directly or indirectly. The Code restricts Employees’ ability to conduct activities outside WSAM that may conflict with the interests of WSAM clients, requires preapproval for gifts and entertainment in excess of certain values that may be received and/or provided by Employees, restricts Employees’ ability to make political donations and provides for the imposition of sanctions for Code violations. As discussed above, (i) WSAM is providing certain mid- and back- office services to TCM, and (ii) WSAM’s investment professionals and officers also act as members on TCM’s investment committee and serve as certain officers of TCM, including serving as TCM’s Chief Compliance Officer. WSAM believes that such conflicts have been addressed by the policies and procedures adopted by WSAM to govern such inter-relationships. WSAM’s compliance personnel receive and review all trading and other reports and Employee certifications submitted pursuant to the Code to determine that any personal trading (as well as other activities subject to compliance oversight) conducted by Employees and other covered persons is consistent with requirements and restrictions set forth in the Code and does not otherwise indicate any improper trading activities. Additionally, WSAM has adopted inside information barrier policies and procedures to provide for the proper handling of confidential information (i.e., nonpublic information received or created by WSAM in connection with its activities) to prevent violations of laws and regulations prohibiting the misuse of such information and to avoid situations that might create an appearance of such misuse. From time to time, WSAM and its supervised persons may come into possession of material, nonpublic, and other confidential information which, if disclosed, might affect an investor’s decision to buy, sell, or hold an investment. Under applicable law, WSAM and its supervised persons are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, regardless of whether such other person is a client of WSAM. Accordingly, should such persons come into possession of material, nonpublic, or other confidential information with respect to any company, they may be prohibited from communicating such information to, or using such information for the benefit of, clients of WSAM, and have no obligation or responsibility to disclose such information to, nor responsibility to use such information for the benefit of, such clients when following policies and procedures designed to comply with applicable law. The Code is available upon written request to the CCO by the CLOs and their current or prospective investors or other current or prospective clients.
Participation or Interest in Client Transactions
Principal Transactions In accordance with the anti-fraud provisions of the Advisers Act and with WSAM’s internal compliance policies and procedures, WSAM and its affiliates generally will not, as principal, sell a security to, or buy a security from, any CLO or other client of WSAM. In the event WSAM were to affect such a principal transaction, WSAM would provide appropriate disclosure and obtain the prior informed consent of the CLO or other client and obtain the prior written authorization of WSAM’s CCO. Cross Trades WSAM may cause one CLO it manages to purchase or sell a security or other instrument from or to another CLO. In addition, WSAM may from time to time cause CLOs it manages to purchase or sell securities from CLOs managed by TCM or other asset managers WSAM provides mid- and back- office services to, which asset managers may employ investment professionals who also act in such capacity for WSAM. These trades, though infrequent, are sometimes done to maintain compliance with CLO indentures, which have various collateral tests and concentration requirements. WSAM effects these transactions through third-party brokers based on the then- current independent market price and consistent with the valuation procedures established by WSAM. WSAM will initiate such transactions between CLOs only when it believes that such a transaction would be advantageous to each CLO involved. To the extent that such transactions may be viewed as principal transactions due to TCM’s or its affiliates’ ownership interest in a particular CLO, TCM will either not effect such transaction or comply with the requirements for principal transactions described above. Financial Interest of WSAM and its Affiliates in CLOs WSAM and its affiliates may invest in CLOs. WSAM believes that investments by WSAM or its affiliates in the CLOs it manages helps to align WSAM’s interests with those of the CLOs and their investors. WSAM will not take into account its ownership interest in any CLO when making allocation decision for any particular investment (See Allocation of Investment Opportunities below). Allocation of Investment Opportunities WSAM has adopted policies and procedures designed to fairly manage the allocation of investment opportunities among its client accounts, to the extent practicable and in accordance with each account’s applicable investment strategies, over a period of time. These policies and procedures are in addition to policies and procedures adopted by WSAM regarding the allocation of investment opportunities between WSAM and TCM (See Relationship Between WSAM and TCM below). WSAM’s allocation methodology may be based on a pro rata allocation or any other method deemed appropriate by WSAM’s allocation committee, provided that the method is designed to achieve a fair and equitable allocation of investment opportunities among participating accounts over time. Sensitive allocation issues may arise when WSAM is given the opportunity to participate in an offering that is expected to be over-subscribed, or to purchase a limited position in a security. A pro rata allocation generally incorporates, to the extent appropriate, the parameters set by WSAM’s allocation committee as well as the investment criteria of the applicable account. Under a pro rata allocation, investments will be allocated among participating accounts pro rata, taking into account any relevant investment criteria, including, for example and without limitation, investment objectives, available capital, applicable concentration limits and other investment restrictions, portfolio diversification, tax efficiencies and potential adverse tax consequences, regulatory restrictions applicable to participating accounts, policies and restrictions (including internal policies and procedures) applicable to participating accounts, the avoidance of odd-lots or cases where a pro rata allocation would result in a de minimis allocation to one or more participating accounts, the potential dilutive effect of a new position, the overall risk profile of a portfolio, and other considerations deemed relevant by WSAM. WSAM may also take into account whether a client is in a “warehousing” or “ramp-up” phase and over-allocate investment opportunities to such accounts during such period, so long as its overall allocation remains fair and equitable over time. Relationship Between WSAM and TCM As noted in Item 4 – Advisory Business, WSAM is providing mid- and back- office services associated with its asset management business, including trading, portfolio analysis, credit review and monitoring, asset valuation, and risk and compliance management to TCM. These services are provided by WSAM under an agreement between WSAM and TCM. Certain of WSAM’s investment professionals and officers also act as members on TCM’s investment committee and serve as officers of TCM, including serving as TCM’s Chief Compliance Officer. Such individuals are separately engaged and compensated by TCM and serve at the discretion and subject to the control and direction of TCM’s board of managers, who are elected by its members. A majority of TCM’s Board of Managers consists of individuals who are not affiliated with WSAM. The relationships between WSAM and TCM may create conflicts of interest for their clients, including conflicts arising from the allocation of investment opportunities identified by investment professionals of both WSAM and TCM which may be appropriate for clients of both advisers, as both WSAM and TCM currently act as collateral managers for CLOs. WSAM and TCM intend to address such potential conflicts of interest by submitting each investment opportunity which has been independently approved by the investment committee of each adviser for its clients to a joint allocation committee consisting of individuals who are officers or employees of both entities. Such opportunities will then be allocated among the clients of WSAM and TCM in a manner designed to achieve a fair and equitable allocation of investment opportunities among participating accounts without regard to which of WSAM or TCM serves as the account’s collateral manager. In general, such allocation determinations will follow the procedures and criteria described above under “Allocation of Investment Opportunities”. please register to get more info

Best Execution and Soft Dollars WSAM seeks “best execution” for client trades. Best execution generally refers to the execution of portfolio transactions in such a manner that total cost or proceeds in each transaction is the most favorable under the circumstances. The SEC defines best execution as “best qualitative execution,” not merely the lowest possible execution cost. In evaluating the quality of execution and selecting broker-dealers to execute client transactions, WSAM considers various factors, such as execution capability, commission rate (or spread), financial responsibility, and responsiveness. WSAM communicates with the various broker-dealers in the market place and maintains a database on all of the assets it manages that is constantly updated throughout the day with real market quotes provided by broker-dealers. Prior to every trade, WSAM reviews this information and recent quotes in the market to identify the broker-dealer that it believes will provide the best overall price and certainty and quality of execution. In addition to the general factors considered as listed above, there are several additional factors and circumstances that WSAM considers when selecting a broker-dealer in the leveraged loan market, including
• Relevant Market Place. The senior secured bank loan market, and to a lesser extent the high-yield bond market, is not traded on an exchange where current asset prices are readily available. Further, the senior secured loan market is a private market in which the level of information known by dealers and various investors ranges significantly. WSAM strives to maintain solid relationships and information flow with not just the “top-tier” dealers, but substantially all of the active dealers in the market.


• Liquidity. Certain investments are highly illiquid, whereby very few dealers are able to make a market in the security or instrument. Further, a dealer might be one-sided (only has an offer or a bid) for a particular position.


• Assignment Fees. In some cases, the transfer of a senior secured bank loan may entail the payment an assignment fee to the administrative agent. Depending on the size of the trade and the number of funds the asset will be allocated to/from the administrative agent, these fees can be significant. Trading with the administrative agent with respect to a particular transaction may eliminate these fees.
• Trade Limitations. Several factors may preclude the ratable allocation of a trade of a senior secured bank loan among several funds, including minimum hold levels.
• Agent Bank Considerations. In addition to the possibility of eliminating assignment fees, there are other potential benefits (or disadvantages) to trading with (or away from) the administrative agent. All trades are disclosed to the trading desk of the administrative agent and allocations of primary transactions are generally favored to those accounts which provide high and consistent trading volume with the administrative agent. Further, the administrative agent typically is the most knowledgeable dealer regarding the trading of an asset, understands who the buyers and sellers are and can provide the “early look” when a certain asset is trading;
• Idea Generation. WSAM values the insight and research of its dealers. To the extent a dealer provides valuable trade information or insight into a credit, WSAM may prefer to execute the trade with that dealer, provided the price is within its understanding of market levels; and


• Complexity of the Asset. Senior secured bank loan assets, in particular, can be very complex when understanding trading levels and features of numerous tranches and structural differences among the financial instruments of a particular issuer. It is important to transact with the dealers that understand these factors. WSAM does not currently (although may do so in the future) make use of any commission sharing arrangements where brokerage business is promised in exchange for proprietary or third- party services (“soft dollar” arrangements). WSAM, however, may receive research, brokerage products, and other services in ordinary course of trading on behalf of CLOs. These bundled services are made available to WSAM on an unsolicited basis, without regard to the rates of commissions charged or paid by clients or the volume of business directed to such broker-dealers. To the extent that client brokerage commissions (or markups or markdowns) are used to obtain research, brokerage products, or other services, WSAM would receive a benefit because it may, in that case, not need to produce or pay for the research, brokerage products, or other services received. WSAM may have an incentive to select or recommend a broker-dealer based on its interest in receiving research or brokerage products or other services, rather than on its clients’ interest in receiving the most favorable execution.
Trade Aggregation
WSAM may purchase or sell the same investment for more than one client account at the same time. In addition, WSAM may affect trades jointly for WSAM clients and for TCM clients as part of the mid- and back- office services it provides for TCM. Such joint trades shall be allocated between such entities and their clients as described above Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, Relationship Between WSAM and TCM. Under certain circumstances, WSAM believes that aggregation of orders for multiple clients (including aggregated trades where clients of TCM are also participants) is consistent with its duty to seek best execution for its clients. For example, aggregation of orders can facilitate more efficient and less costly execution by enabling a broker to “work” a large order throughout the day, rather than dealing with multiple small orders, and avoids competition in the marketplace among what otherwise would be smaller, separate orders of WSAM clients (or WSAM and TCM clients individually). In any case in which WSAM believes that aggregation would lead to results not in the best interest of its clients (e.g., higher transaction costs taking into account all appropriate factors), it will not affect the transaction on an aggregated basis. When seeking to execute trades on an aggregate basis (or on an aggregated basis with TCM), WSAM will determine the specific allocation for each participating account and the amount of each account’s order before entering an aggregated order. If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the pre-determined allocation; if the order is partially filled, it will generally be allocated pro rata based on the pre-determined allocation taking into account any applicable exclusions, reductions, or augmentations (e.g., for de minimis positions, corrections, etc.). Subject to certain restrictions or exceptions, when an order for a particular security executed for several accounts is filled at different prices, through multiple trades in a single day, an average price will generally be calculated for all trades, and accounts will receive the average price. In addition, subject to certain restrictions or exceptions, for example where the allocation of such costs would be economically immaterial to the account, all accounts within the aggregated order will share transaction costs on a pro-rata basis. please register to get more info

The accounts of each CLO managed by WSAM are reviewed daily by the responsible analysts with respect to the industries and particular assets covered by such analysts, daily by WSAM operations personnel with respect to overall portfolio composition and indenture compliance, weekly by WSAM’s Chief Investment Officer, and not less frequently than semi-annually by its investment committee. The nature of the investment committee’s review is to assess overall portfolio strategies, performance and compliance with the CLO indentures. Primary responsibility for the execution of these roles resides with the Chief Investment Officer. The trustee of each of the CLOs provides investors with monthly reports on the performance of the CLO. WSAM may also furnish reports to the trustees of the CLOs for which it provides investment advisory services. please register to get more info

In the ordinary course of business, WSAM or a related person may send corporate gifts or pay for meals and entertainment such as golfing or tickets to cultural and sporting events for individuals of firms that do business with WSAM or its affiliates. WSAM employees also may be the recipients of corporate gifts, meals, and entertainment. The giving and receipt of gifts and other benefits are subject to limitations under the Code. See Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. WSAM may pay fees to consultants for their advice and services, industry information or data, or conference attendance. WSAM may also, from time to time, enter into agreements with placement agents in connection with the issuance of securities in the CLOs it manages. please register to get more info

WSAM does not maintain custody of CLO fund assets. Rather, such assets are held by the trustee of each CLO. As noted in Item 13 – Review of Accounts, the trustee provides investors in the CLO with periodic reports on the composition and performance of the CLO. WSAM may, from time to time, be deemed to have custody of client assets as the result of acting as the general partner or manager, or otherwise administrating, a private fund established to facilitate the investments of investors in a CLO as discussed in Item 7 – Types of Clients above. In the event WSAM has custody of client assets as described above, WSAM will engage independent public accountants to audit the financial statements of the private fund and will distribute those audited financial statements to the limited partners or members of the private fund within 120 days of the private fund’s fiscal year end and upon liquidation of the private fund. As of the date of this Brochure, WSAM does not have custody of any client assets. please register to get more info

WSAM generally receives and exercises discretionary authority to manage investments on behalf of each CLO for which it provides investment advisory services. A CLO may have certain investment restrictions regarding the management of the assets of the CLO (e.g. concentration limits, credit quality, etc.). WSAM’s discretionary authority as to the assets of each CLO for which it provides investment advisory services is set forth in the collateral management agreement and other constituent documents of the CLO. please register to get more info

The power of attorney granted to WSAM in the collateral management agreement and the constituent documents of each CLO may give WSAM the authority to vote on modifications to loan terms and covenants without investor guidance. WSAM’s policies for voting client investments are, in brief, as follows. WSAM votes in a manner that it determines, in its discretion, is in the best interest of its clients and consistent with its duty of care and loyalty to its clients. WSAM will generally vote for proposals that it believes maximize the value of the relevant investment. The factors it considers will vary from investment to investment and from client to client, and may include market information, liquidity, the debtor’s financial situation, the industry, and client’s investment guidelines and the remaining life of the relevant account. If WSAM were to ever deem there to be a conflict between its interests and those of the client with respect to the voting of a client security, WSAM will establish a committee, likely including the Chief Investment Officer and the Chief Compliance Officer, to determine how to address the conflict. Clients of WSAM, as well as investors in CLOs managed by WSAM, may obtain (1) information about how WSAM voted proxies on their behalf and (2) a copy of WSAM’s proxy voting policy and procedures, by contacting WSAM’s Chief Compliance Officer at (214) 420-4418 or [email protected]. please register to get more info

The Adviser does not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. please register to get more info