The Advisor
Whitebox Advisors LLC (the “Advisor” or “Whitebox”), a Delaware limited liability company,
manages and advises private investment funds. The private investment funds (the “Private Funds”,
include funds organized as issuers of collateralized loan obligations (“CLOs, including the predecessor
CLO warehouse in which case and where relevant herein, such a CLO is referred to as “CLO warehouse”).
Private Funds are organized to be exempt from registration under the Investment Company Act of
1940, as amended, (the “Investment Company Act”) and their securities or interests are expected to
be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
Whitebox also offers advisory services to separately managed accounts (“Separately Managed
Accounts”). The Private Funds and any Separately Managed Accounts advised by Whitebox are
referred to collectively as “Clients.” In certain cases, the Advisor provides investment advice to the
Private Funds through special purpose investment advisers controlled by the Advisor (the “Relying
Advisors”). References herein to the “Advisor” or “Whitebox” include Relying Advisors unless
otherwise required by the context. Whitebox provides investment advisory services to Clients
pursuant to investment objectives, strategies and, as applicable, guidelines set forth in each Client’s
governing documents, received by and agreed to by investors in Clients prior to their investment and
includes, as applicable, an investment management agreement, organizational documents (such as
limited partnership agreements or memorandum and articles of association), private placement
memoranda (including any supplements thereto), side letters, investment management agreements and
other documentation relevant to an investment in the Client and together are collectively referred to as
“Client Documentation”
Founded in 1999, as of December 31, 2023, Whitebox managed approximately $9,565,705,000 in
discretionary regulatory assets under management and as of the same date employed approximately 65
professionals. Whitebox is majority owned by Partner and Chief Investment Officer, Robert Vogel (via
Skagday, Inc.). The balance of Whitebox interests is held by affiliated persons as set forth in Schedules
A and B of Part 1A, available on the SEC’s Investment Adviser Public Disclosure (IAPD) website at
www.adviserinfo.sec.gov. Blue Owl GP Stakes II (A) LP and Blue Owl GP Stakes II (B) LP (together, the
“Blue Owl Fund”), third-party private Funds managed by Blue Owl GPSC Advisors LLC, hold non-voting
minority equity interests in each of the Advisor and Whitebox General Partner LLC, the General Partner
of certain Private Funds (the “General Partner”). Neither the Blue Owl Fund, Blue Owl GPSC Advisors
LLC nor any affiliate thereof is involved in the day-to-day management of the Advisor, nor does any such
party have any control over the investment decisions of the Private Funds. However, the business
services platform affiliated with the Blue Owl Fund offers various consulting services to the Advisor, on
an informal basis, including business development, talent management, and operational and best
practices consultation. While investors in the Blue Owl Fund could also be investors in the Private Funds,
confidentiality obligations applicable to the Blue Owl Fund preclude the dissemination of certain
confidential information relating to the Advisor, the General Partner or the Private Funds to such
investors.
May 15, 2024 Page 5
Whitebox is headquartered at 3033 Excelsior Blvd, Suite 500, Minneapolis, Minnesota 55416.
The Advisor’s website at www.whiteboxadvisors.com contains additional information that may be
useful.
Item 10 herein provides additional information regarding the Relying Advisors.
Co-Investments
Whitebox can, but is not obligated, to offer co-investment opportunities to its affiliates and/or
third parties (including existing and prospective Clients and investors either directly or through the
formation of one or more co-investment vehicles). Whitebox has sole and complete discretion to
determine whether and to whom a co-investment will be offered, and in doing so, will take into
account its own interests. Unless provided to the contrary in Client Documentation, no Client or
investor has any right, and should not expect, to participate in a co-investment. In Whitebox’s
discretion, certain co-investors pay no or reduced fees and expenses, including management fees,
carried interest and administrative fees. In certain cases, co-investment vehicles or other co-
investors will evaluate a potential investment alongside existing Clients. If a potential co-investment
is not consummated, the expenses relating to such unconsummated transaction are expected to be
borne by those Clients expected to have participated and there is no assurance that Clients will not
bear more than their pro rata share of such expenses; while potential third-party participants may
bear a smaller portion or none of the related expenses. In the case of a consummated co-investment,
eligible Clients will receive a smaller allocation of an investment than if there were no co-investors.