ADVISORY BUSINESS
A. General Description of Advisory Firm
We are a Delaware limited partnership, founded in January 1998.
We provide investment advisory services to privately offered pooled investment vehicles
(each, a “Fund,” and collectively, the “Funds”) and separately managed accounts on behalf of
institutional investors (the “Accounts,” and, together with the Funds, “Clients”), typically
pursuant to an investment management agreement or similar document (an “IMA”) under which
the Adviser is granted discretion to trade the Client’s account without obtaining the Client’s
consent to each particular transaction (subject to the investment policies and restrictions, if any,
imposed by the Client in an IMA). In addition, the Adviser serves from time to time as (i) a
sub-adviser to one or more funds registered as investment companies (“Registered Funds”) with
the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”), (ii) a sub-
adviser to one or more open-ended investment companies (“UCITS Funds”) authorized pursuant
to the European Communities (Undertakings for Collective Investment in Transferable Securities
(“UCITS”)) Regulations, 2011, as amended and, (iii) in limited circumstances, a provider of non-
discretionary investment advice to Clients. The Adviser also serves as the collateral manager to
certain collateralized loan obligation vehicles (“CLOs”).
We anticipate advising other Clients similar to those set forth above from time to time. The
Fund and Accounts that we advise are diverse. They are structured in various manners (including,
without limitation, long-only funds, thematic multi-year drawdown structures, co-investment
vehicles, absolute return funds, total return funds and separately managed accounts), may invest
in overlapping or differing positions as other Clients and are subject to differing fee, liquidity and
other terms. Additionally, subject to any applicable investment guidelines and applicable laws,
Clients may invest in other Funds and CLOs, including interests issued by CLOs managed by
Marathon, and such interests may include mezzanine and equity CLO securities. As a result, we
may be subject to certain conflicts of interests in managing such different Clients as further
described in this brochure. We operate under basic policies and principles applicable to the
conduct of our investment advisory business that are designed to mitigate such conflicts of interest
and ensure our compliance with applicable laws. These policies and principles are based upon
general concepts of fiduciary duty and the specific requirements of the Investment Advisers Act
of 1940, as amended (the “Investment Advisers Act”), the rules and regulations promulgated
thereunder, and other applicable laws and regulations.
The Adviser has entered into a Participating Affiliate Arrangement with its London-based
affiliate, MCAP Global Finance (UK) LLP, in order to utilize the resources and capabilities,
including certain personnel, of such Participating Affiliate to provide various advisory services to
its U.S. Clients and prospective US clients. See Item 10.A. for additional information. In addition,
we have established, and may in the future establish, wholly-owned entities to provide non-
investment advisory services in connection with our advisory business, such as (i) marketing,
(ii) accounting and administrative support or (iii) sourcing, servicing or management services in
respect of assets our Clients hold or are seeking to acquire.
Our principal owners are Bruce Richards, co-Founder and Chief Executive Officer; and
Louis Hanover, co-Founder, and Chief Investment Officer of the Adviser.
Blackstone Strategic Capital Holdings Fund, a vehicle managed by Blackstone Alternative
Asset Management, owns a passive, minority interest in the Adviser. Bruce Richards and Louis
Hanover continue to maintain autonomy over the Adviser’s day to day business management,
operations, and investment processes.
B. Description of Advisory Services
As an investment adviser, we provide portfolio management services to our Clients. We
are responsible for sourcing potential investments, conducting research and due diligence on
potential investments, analyzing investment opportunities, structuring investments and monitoring
investments on behalf of our Clients. We generate all of our advisory revenues from these types
of investment advisory services.
We implement a variety of strategies in the global credit and fixed income markets. We
do not limit the type of investment advisory services we offer and there are no material limitations
to the types of securities in which we may invest on behalf of our Clients. We advise Clients in
pursuing
a variety of investment objectives and approaches including, without limitation:
long-only, index-based, global corporate credit (including, high yield bonds, senior secured bank
loans, special situations, dislocated credit and distressed credit), structured credit (including
CLOs), emerging markets credit (namely, emerging market sovereign credit and emerging market
corporate credit), asset-based lending (including pharmaceutical royalties), specialty assets (such
as aircraft, large equipment leasing, shipping and consumer credit), middle market loan origination
and real estate. We typically have complete flexibility to create or organize or otherwise utilize
special purpose subsidiaries or other special purpose investment vehicles, swaps or other
derivatives or structured products on behalf of our Clients and may enter into or invest in joint
venture structures with co-investing entities or operational partners. Any relationship between the
Adviser and a Registered Fund will be governed by a written contract (a “Sub-Advisory
Agreement”) approved by the vote of a majority of the Registered Fund’s outstanding voting
securities as set forth in Section 15 of the 1940 Act. Any relationship between the Adviser and a
UCITS Fund will be governed by a written contract (a “Sub-Discretionary Advisory
Agreement”).
The Adviser acts as collateral manager to CLOs. Each CLO invests its assets in loans, notes
and other securities permitted by the CLO Documents (as defined below). In managing the
collateral of the CLOs that we advise, we are typically subject to restrictions set forth in the
governing documents of such CLOs (“CLO Documents”), which include but are not limited to (1)
the CLO’s organizational documents; (2) the relevant warehouse collateral management
agreement and other warehouse transaction documents; and (3) a CLO offering circular, collateral
management agreement, subscription agreement and other CLO offering documents. The CLO
Documents generally establish Adviser’s authority to perform certain investment management
functions, including but not limited to supervising and directing the investment and reinvestment
of the collateral obligations and eligible investments and perform administrative and advisory
functions as the collateral manager on behalf of the CLO in accordance with the CLO Documents.
The CLO Documents, including the applicable provisions under the collateral management
agreement, collateral administration agreement and indenture, generally set forth detailed
eligibility criteria, specifications and requirements regarding the types of investments the CLO
may hold and may also impose certain diversification, ratings, and concentration tests.
Subject to any investment guidelines or restrictions applicable to a particular Client, we are
permitted to invest in any security and any sector of the market to carry out the overall objectives
of our Clients. Our investment objectives, strategies and policies are expected to evolve materially
over time.
C. Availability of Customized Services for Individual Clients
We tailor our advisory services to the individual needs of our Clients that are not Funds.
The Client’s IMA, each Fund’s private placement memorandum (a “PPM”), or other Fund
documents or CLO Documents provide more detailed descriptions of each Client’s investment
objectives and may contain investment guidelines, policies, or restrictions.
In addition, the Adviser is permitted to enter into arrangements with certain Clients (or
underlying investors) that in each case provide for terms of investment that are more favorable to
the terms provided to other Clients (or underlying investors). Such terms include the waiver or
reduction of management and/or incentive fees, the provision of additional information or reports,
more favorable transfer rights, and more favorable liquidity rights. As noted above, any
relationship between the Adviser and a Registered Fund will be governed by a Sub-Advisory
Agreement and the relationship between the Adviser and a UCITS Fund will be governed by a
Sub-Discretionary Advisory Agreement. Also as described above, our collateral management
services on behalf of our CLOs are governed by the relevant collateral management agreement
and the governing documents of each CLO.
D. Wrap Fee Programs
We do not participate in a wrap fee program.
E. Assets Under Management
As of December 31, 2023, we had approximately $23,945,576,212 in Client regulatory
assets under management on a discretionary basis and 981,755,860in Client regulatory assets
under management on a non-discretionary basis.