The Adviser, a Delaware limited liability company, is an investment advisory firm with its principal place
of business in El Segundo, California. The Adviser commenced operations in July 2019. The Adviser is
wholly owned by its member, HalseyPoint Holdco, LLC (“Holdco”), a Delaware limited liability company.
Holdco is principally owned by HP Acquisition LLC (“HP Acquisition”) and Sagard Capital Partners
Management Corp.(“Sagard”). Detail regarding the respective ownerships of the entities listed above can
be found on Schedule B of the Adviser’s Form ADV Part 1.
The Adviser provides discretionary investment advisory services to its clients, which are primarily pooled
investment vehicles (the “Funds”) intended for institutional and other sophisticated investors. In certain
cases, Funds will be organized as issuers of collateralized loan obligations (“CLOs”) or warehouse vehicles
(each a “Warehouse”), which the Adviser treats as a preliminary CLO. The other Clients are separately
managed accounts intended for investment in syndicated bank loans. The Funds and the separately managed
accounts may be referred to each individually as a “Client”, and collectively as the “Clients”.
Each CLO issuer issues 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 (“Indenture”). The Senior
Notes issued by each CLO are secured by a portfolio consisting primarily of syndicated bank loans selected
and managed by the Adviser.
The Adviser generally has broad and flexible investment authority with respect to each Client’s investment
portfolio and subject to specific rules as guided by an indenture for the CLOs and an investment
management agreement for separately managed account. It provides investment advisory services to the
Clients based on each Client’s specific investment objectives and strategies as outlined in individual
account documents. Each Client may have investment restrictions on investing in certain securities or other
assets, to the extent that such securities are outside of the applicable Client’s existing investment program.
Entities managed by the Adviser have in the past, and in the future, serve as warehouse vehicles for CLOs
to accumulate loans intended to be retained by a CLO upon its launch. Such entities will be capitalized by
third parties, the Adviser and/or the Adviser’s affiliates or their respective principals, officers, employees
or family members (collectively, “Related Parties”).
As of December 31, 2023, the Adviser had regulatory assets under management (“RAUM”) of,
$3,141,308,655 managed on a discretionary basis.
Item 5. Fees and Compensation
The fees and expenses that will be applicable to an investment are set forth and agreed to in each Client’s
governing documents, which, for a CLO, may include a private offering memorandum, subscription and
operating agreement, and investment management agreement or other agreements (collectively, the
“Offering Documents”), and for a separately managed account, may consist of an investment management
agreement. Fees may vary by CLO, and by investor within the CLO, on a negotiated basis to reflect
elements such as size and nature of investment commitment overall. Investors and prospective investors
must carefully review the Offering Documents of the Client in which they are invested or may invest, to
review the specific fees and expenses applicable to their investment. Also, see Item 12 with respect to
brokerage fees Clients may incur.
The Adviser receives a Portfolio Management Fee for its investment management services to the CLOs, to
the Warehouse, and to its separately managed accounts. The Portfolio Management Fee is typically amount
equal to the product of 0.45% per annum (calculated on the basis of a 360-day year and the actual number
of days elapsed during the related payment period) of the Fee Basis Amount (as defined in the CLOs and
Warehouse’s Portfolio Management Agreements), and on a negotiated basis for each separately managed
account. Further, the Adviser shall be entitled to reimbursement for ordinary expenses incurred in the
performance of its obligations under the Offering Documents related to the CLOs, Warehouse and
separately managed accounts. In addition, the Adviser may be entitled to an incentive fee on the CLO
equity and separately managed accounts if certain return of investment plus a minimum rate of return is
reached.
Special Rights of or Relationships with Certain Investors and other Parties
The Adviser and its Related Parties from time to time engage in transactions with prospective and actual
investors, counterparties and service providers which will produce economic benefits to such parties. Such
transactions can be entered into prior to, during the term of, or after admission as a Client or investor. The
nature of such transactions is expected to be diverse and are expected to include benefits or special rights
related to the Funds (including CLOs) and investments. Examples include, without limitation, the ability
to co-invest and fee sharing, and can include the grant of different economic terms, co-investment rights,
fees or redemption terms or additional or supplemental reporting or portfolio information. The Adviser has
no obligation to offer all such additional rights, terms or conditions to any other Client, Note holder or
investor.
From time to time the Adviser may enter into arrangements to waive or rebate portions of the management
fee. No holder of Notes will have the right to review or to receive the economic or other benefits of any
such arrangement to which such holder is not a party. Such arrangements may affect the incentives of the
Adviser in managing the collateral obligations and may also affect the incentives of the relevant holders of
Notes in taking actions that such holders may be permitted to take under the indenture and the management
agreement, including votes concerning amendments to the transaction documents and the removal for
“cause” of the Adviser.
With regard to the CLOs, the Adviser may only be removed for “cause,” notwithstanding any losses that
Holders may realize upon their investments in Notes. The Adviser and its Related Parties and their
respective management teams are expected to have pre-existing and ongoing relationships with certain
Clients, investors, Note holders or counterparties or have a financial interest in obligors or issuers of
securities or interests held in Client portfolios. Such relationships or positions could result in a benefit to
such investors or Clients which are not available to other Clients or investors. While the Adviser makes
investments which it determines in its reasonable discretion to be for the benefit of participating Clients, in
this case, such investments will not be for the exclusive benefit of participating Clients but will also benefit
other Clients, investors or Note holders or the Adviser and its Related Parties.
Some Clients, investors or Note holders, and prospects, request and receive, at the sole discretion of the
Adviser, more specific and detailed portfolio information concerning the portfolio and strategy and specific
investments in the portfolio, than is routinely provided to other Clients, investors or Note holders. When
the Adviser chooses to provide such information, and it does so with no obligation or commitment to update,
correct inaccuracies or provide the same information to all investors or Clients. Similarly, the Adviser has
no obligation to provide written commentary, research or other communications or analysis provided to one
or more Clients or investors, to other Clients and/or investors.