A. General Description of Advisory Firm
Elmwood Asset Management LLC (“Elmwood” or the “Firm”) offers investment advisory services primarily focused
on credit and value-oriented investments to loan accumulation facilities and collateralized loan obligation
vehicles (“CLOs”), both of which are private funds and pooled investment vehicles (each a “Fund” and collectively
“Funds”). Elmwood also may provide similar investment advisory services to separately managed accounts (“SMAs”).
Funds, together with SMAs, are referred to herein as “Clients” (each individually a “Client”). In addition,
Elmwood has entered into a consulting service agreement with Elliott Investment Management L.P. (“EIM”), a
registered investment adviser. See Items 5.C and 12.B below for additional information regarding the consulting
service agreement. Elmwood is a Delaware limited liability company formed on May 17, 2018, and is owned
indirectly by private funds advised by affiliates of EIM (“Elliott Funds”) and directly by certain members of
Elmwood’s management team.
The Funds are organized to be exempt from registration under the Investment Company Act of 1940, as amended, (the
“Investment Company Act”). The securities or interests issued by the Funds are expected to be exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”). Each CLO issuer is organized as
a limited liability company or limited partnership pursuant to the laws of a non-U.S. jurisdiction. Each CLO entity
is expected to issue rated notes (“Senior Notes”) and non-rated notes (“Equity”, and, together with the Senior Notes,
the “Notes”) pursuant to the terms and conditions of an indenture. The Senior Notes issued by each CLO are
expected to be secured by a portfolio consisting primarily of leveraged loans selected and managed by a collateral
manager.
B. Description of Advisory Services
The Clients to which Elmwood provides investment advisory services invest primarily in U.S. senior secured bank
loans. Generally, CLOs are securitization vehicles that pool collateral of primarily below investment grade U.S. senior
secured bank loans. Loan accumulation facilities are short- to medium-term facilities often provided by the bank that
will serve as the placement agent or arranger on a CLO transaction. Loan accumulation facilities and CLOs are
inherently leveraged vehicles and, as such, Elmwood expects to employ leverage in connection with its management
of such Funds. Elmwood may also provide investment advisory services with respect to other types of investment
strategies. Elmwood’s current investment strategies are described further under “Item 8 – Methods of Analysis,
Investment Strategies and Risk of Loss”.
C. Availability of Customized Services for Individual Clients
Elmwood generally enters into a separate investment advisory agreement (or similar agreement, such as a collateral
management agreement) with each individual Client that it manages, and each such individual Client is managed in
accordance with the investment objectives, strategies, restrictions, and guidelines as such terms are set forth in the
applicable agreement or other governing document. As such, because Elmwood only provides investment advice to a
Client in accordance with the Client’s governing documents, Elmwood does not provide individualized advice to the
underlying investors (and an investment in a Fund does not, in and of itself, create an advisory relationship between
the investor and Elmwood). Therefore, each investor must consider for itself whether a Fund meets the investor’s
investment objectives and risk tolerance before investing and seek independent legal, investment and tax advice to the
extent that the investor has deemed necessary or appropriate.
Elmwood (or an affiliate) is not restricted from entering into separate agreements, commonly referred to as “side
letters,” or other similar agreements with one or more different investors in a Fund in connection with such persons’
investment in the Fund (or otherwise) without the approval of any other investor therein. These agreements could have
the effect of establishing rights under, or supplementing the terms of, a Fund’s governing documents with respect to
that investor in a manner more favorable than those applicable to other investors. The rights or terms in any such side
letter or other similar agreement may include, without limitation (1) reporting obligations relating to information
concerning the applicable Fund, (2) waiver of certain confidentiality obligations, (3) reduction of fees applicable to
such investor, (4) waiver of certain restrictions on the ability of the investor to withdraw or transfer all or part of its
investment, or (5) rights or terms necessary in light of particular legal, regulatory or public policy characteristics of
an investor. Certain investors that may have the benefits of a “most favored nation” provision are given the opportunity
to elect the rights and terms in any side letter or other similar agreement that are applicable to other investors. As a
result, some investors may have more favorable investment terms, including those relating to information and liquidity,
than others. If Elmwood grants increased liquidity to an investor, particularly where such an agreement is accompanied
by enhanced information about a Fund’s operations or investments (often referred to as “transparency rights”), other
investors may be disadvantaged.
Elmwood, in its sole discretion, may offer more favorable terms (e.g., lower investment minimums, reduced or
eliminated fees) to its personnel, related persons or others, including with respect to employee-owned vehicles that
invest in a Fund or whose valuation is linked to the performance of a Fund. Similarly, one or more SMAs managed
by Elmwood that pursue the same or a substantially similar strategy as a Fund may have different terms, including
different fee arrangements and/or terms similar to those described above, than the relevant Fund.
D. Wrap Fee Programs
Elmwood does not offer or participate in wrap fee programs.
E. Assets Under Management
As of December 31st, 2023, Elmwood had $14,936,977,502 regulatory assets under management, all of which are
managed on a discretionary basis.
To the extent there is a conflict between information provided in this brochure and similar or related information
in the governing documents or offering materials of any Fund, the governing document and offering materials
shall prevail. In no event should this brochure be considered to be an offer of securities or interests in any Fund
or relied upon in determining to invest in any Fund, and it is also not an offer of, or agreement to provide, advisory
services directly to any recipient.