New Names Meeting – discuss, prioritize, and allocate resources to investment activities Investment Priorities Committee – review preliminary investment memoranda Internal Credit Committee – review final investment memoranda Independent external Advisory Committee – review deals based on size, industry, geography, and/or complexity and provide advice to Cordiant
Each prospective investment is given a credit rating using Cordiant’s internal credit rating system. Cordiant will also apply a country risk analysis. The Fund may also purchase investments that meet its investment criteria on the secondary market. The due diligence process of Cordiant on the secondary market is the same as that on the primary market.
Investment Strategies The principal objective of the Fund is to generate an absolute, uncorrelated low volatility return by investing in a diversified pool of loans to borrowers in the Emerging Markets. Additional information about the investment objectives and strategy of the Fund can be found in the Fund’s Prospectus.
Risk of Loss Investing in securities involves risk of loss that clients and investors should be prepared to bear.
Material Risk Factors Below is a summary of some of the material risks that apply to the investment strategies managed by Cordiant. The following does not purport to be a summary of all risk applicable to the Fund. Instead, the following focus on particular risks to which the Fund may be subject and that prospective investors are encouraged to consider.
The main risk faced by the Fund is the credit risk of borrowers in emerging markets. Given that the Fund’s investments are illiquid and generally held to maturity, the key risk management function is performed at the time of due diligence and investment approval. See method of analysis above. • External versus Internal Credit Ratings. Investments by the Fund may or may not enjoy an external credit rating by a rating agency. Cordiant uses its longstanding internal credit rating system to rate investments. The Fund will not be formally rated by any rating agency. • Minority. When acquiring Investments, the Fund may be in a minority or subordinated position either as a lender or shareholder and may not be able to influence decisions regarding the administration of such Investment, including the enforcement of security. • Market Risk – All securities investments are subject to changes in the marketplace. The market value of the instruments in which a portfolio invests may go up or down in response to the prospects of individual companies, particular sectors or governments and/or general economic conditions throughout the world due to increasingly interconnected global economies and financial markets. • Investment Selection Risk – Cordiant utilizes a quantitative screening process to filter the universe for companies with specific attributes. Following the screening, a qualitative analysis is undertaken of each company with a significant ranking within those desired attributes. The risk exists that the attributes utilized in the quantitative screening process do not reflect attributes desired by the marketplace. In addition, analysis of an investment may be incorrect and may result in selections of investments that suffer losses or underperformance relative to other investments. • Geographic / Political / Economic Risk – The Fund invests in diverse emerging markets and economies. Investments in the securities of non-U.S. issuers are subject to the risks associated with non-U.S. markets in which those non-U.S. issuers are organized and operate, including but not limited to, risks related to foreign currency, limited liquidity, less government regulation, privatization, and the possibility of substantial volatility due to adverse political, economic, geographic events, or other developments, differences in accounting, auditing and financial reporting standards, the possibility of repatriation, expropriation or confiscatory taxation, adverse changes in investment or exchange controls or other regulations and potential restrictions on the flow of international capital. • Foreign Exchange Risk - The Fund does not intend to hedge foreign exchange risk between U.S. dollar and other currencies. • Currency and Exchange Rates Risk – The Fund may make investments in non-U.S. jurisdictions. There is a risk that the performance of the Fund could be adversely affected by fluctuations in the currency exchange rate between the Fund base currency, on the one hand, and the relevant foreign currencies, on the other hand. • Liquidity Risk – Liquidity risk exists when particular investments are difficult to purchase or sell (e.g., not publicly traded and/or no market is currently available or may become less liquid in response to market developments). This can reduce a portfolio’s returns because the portfolio may be unable to transact at advantageous times or prices. Investments that are illiquid or that trade in lower volumes may be more difficult to value. In addition, there is a risk that the Fund may not be able meet required cash needs by selling securities in an orderly manner and must sell securities at lower prices to raise necessary cash. • Counterparty Risk - Transactions, including certain derivative transactions, entered into directly with a counterparty are subject to the risk that the counterparty will fail to perform its obligations in accordance with the agreed terms and conditions of the transaction. A counterparty may become bankrupt or otherwise fail to
perform its obligations due to financial difficulties, resulting in significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding or no recovery in such circumstances. • Cyber Security Risk - With the increased use of technologies such as the Internet to conduct business, a portfolio is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events and are not limited to, gaining unauthorized access to digital systems, and misappropriating assets or sensitive information, corrupting data, or causing operational disruption, including the denial-of-service attacks on websites. Cyber security failures or breaches by a third party service provider and the issuers of securities in which the portfolio invests, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, including the cost to prevent cyber incidents. • Issuer Risk - A portfolio’s performance depends on the performance of individual securities to which the portfolio has exposure. Changes to the financial condition or credit rating of an issuer of those securities may cause the value of the securities to decline or become worthless. • Non-Diversification Risk – The Fund may not be subject to any comprehensive diversification or asset allocation requirements or be limited to a particular investment strategy. To the extent the Fund concentrates investments in a particular geographic region, security, investment sector or stage of investment, investments may become more susceptible to fluctuations in value resulting from adverse economic or business conditions applicable to such region, type of security, sector or stage of investment. In addition, the Fund may participate in a limited number of investments in which case the investment returns of the Fund could be substantially adversely affected by the unfavorable performance of a single investment. It is assumed that investors hold assets apart from the Fund and are responsible for diversifying their assets appropriately. • Operational Risk - The Fund may suffer a loss arising from shortcomings or failures in internal processes, people or systems, or from external events. Operational risk can arise from many factors ranging from routine processing errors to potentially costly incidents related to, for example, major systems failures. • Project Risk – While the Fund will primarily invest in corporate loans, a percentage of the Fund’s investment may involve some project risk. Project risk refers to the risk level assessed on the basis of fundamental project analysis. The relevant factors are numerous and multidisciplinary, including commercial, technical, contractual, environmental, economic, and financial considerations that can vary from project to project according to sector and country. • Volatility Risk - The prices of the Fund’s investments can be highly volatile. Price movements of assets are influenced by, among other things, interest rates, general economic conditions, the condition of the financial markets, developments or trends in any particular industry, the financial condition of the issuers of such assets, changing supply and demand relationships, programs and policies of governments, and national and international political and economic events and policies. • Artificial Intelligence (“AI”) Risk – Cordiant, its affiliates, its third-party vendors, clients, or counterparties could develop or could incorporate artificial intelligence (“AI”) technology in certain business processes, services or products. AI models are highly complex and may produce output or take action that is incorrect, that result in the release of private, confidential or proprietary information, that reflect biases including in the data on which they are trained, infringe on the intellectual property rights of others, or that is otherwise harmful. Additionally, there is no guarantee that the use of these quantitative models will result in outperformance of an investment relative to the market or relevant benchmark. The U.S. and global legal and regulatory environment relating to AI is uncertain and rapidly evolving and could require changes in Cordiant’s implementation of AI technology and
increase compliance costs and the risk of non-compliance. Furthermore, Cordiant may rely on AI models developed by third parties and may have limited visibility over the accuracy and completeness of such models. Any of these risks could adversely affect Cordiant, its affiliates, or clients. Cordiant is also exposed to risks arising from the use of AI technologies by bad actors to commit fraud and misappropriate funds and to facilitate cyberattacks. • Hedging Risk - Cordiant may employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, and currency exchange rates. While such transactions may reduce certain risks, hedging transactions themselves entail other risks. Thus, while the Fund may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the Fund when entering into hedging transactions.