SHENKMAN CAPITAL MANAGEMENT INC

A. BACKGROUND Shenkman, a New York Corporation, is a global investment advisory firm founded by Mark R. Shenkman in 1985. Mark R. Shenkman, as trustee of the Mark R. Shenkman Revocable Trust, is the controlling shareholder of Shenkman. Shenkman is registered with the SEC as an investment adviser pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Registration with the SEC does not imply a certain level of skill or training. Shenkman is under common control with Romark Credit Advisors LP (“RCA”), a registered investment adviser, and Romark CLO Advisors LLC (“RCLO” and together with RCA, “Romark”), which is a relying adviser of RCA. More details about the relationship between Shenkman and Romark can be found in “Item 10: Other Financial Industry Activities and Affiliations.” RCA is a Delaware limited partnership that was formed in 2016. RCLO is a Delaware limited liability company that was formed in 2017. Romark CLO Ventures LLC (“RV”), a Delaware limited liability company formed in 2017, is the managing member of RCLO. RCA is the controlling owner of RV. Shenkman Capital Management Ltd (“Shenkman UK”), a wholly-owned subsidiary of Shenkman that is authorized and regulated by the United Kingdom Financial Conduct Authority (“FCA”), acts as a “participating affiliate” of Shenkman in reliance on applicable SEC staff no-action guidance. Under this arrangement, Shenkman UK provides investment research, trade execution and other services directly to Shenkman. When providing such services to Shenkman, in support of Shenkman’s investment advisory activities on behalf of its Clients, relevant personnel are subject to Shenkman’s supervision and applicable compliance policies and procedures. Additional information regarding Shenkman UK is provided in Item 10. The terms “Shenkman Group”, “we”, “us”, and “our” shall mean Shenkman, Romark, and their affiliates. An advisory client of Shenkman shall be referred to as a “Shenkman Client” and collectively as “Shenkman Clients.” A Shenkman Client, together with one or more advisory clients of Romark, shall be referred to as a “Shenkman Group Client” and collectively as “Shenkman Group Clients.” For the avoidance of doubt, Romark does not provide any advisory services to Shenkman Clients. Certain RCA partners, officers, and/or employees are shareholders, officers, and/or employees of Shenkman, and in some instances, are shareholders, officers and/or employees of all three of Shenkman, RCA, and RCLO. When such shareholders, officers, and/or employees are acting on behalf of Shenkman Clients, they are doing so in their capacity as Shenkman shareholders, officers, and/or employees and not in their capacity as Romark partners, officers, and/or employees. All policies and procedures described herein apply to the Shenkman Group. Shenkman refers to its employees or other supervised persons as “team members” and any team member that may perform services for the Shenkman Group is subject to the Shenkman Group’s compliance policies and procedures.1 Please refer to “Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information.

B. OUR SERVICES Since its inception in 1985, Shenkman’s business has been focused on researching and investing across the entire capital structure of highly leveraged companies through in-depth, bottom-up, fundamental credit analysis. Our credit analysts use proprietary tools and models that incorporate both quantitative and qualitative factors when evaluating the creditworthiness of potential investments. The analytical process incorporates, among other things, public information, financial statements, and meetings with company management. We also focus on relative value within the capital structure, covenants, management track record, and a comparative industry analysis. For our traditional credit strategies (detailed below) and certain of our alternative credit strategies, excluding the Absolute Return Strategy and certain Shenkman Group Managed CLO & CBO Vehicles and third-party CLO & CBO Equity products, we utilize our internally developed and proprietary credit score system, which we believe is more reflective of an issuer’s credit-worthiness than published ratings. We generally incorporate an environmental, social, and governance review (“ESG”) into this credit scoring system as we seek to consider all meaningful risks or opportunities that may have an impact on a

Supervised Persons also includes interns, temporary, and contract persons, unless otherwise determined by the CCO.

company’s prospects, operating performance, or valuation.2 Our alternative credit strategies (detailed below) seek to leverage our research and analytical foundation in traditional credit with a focus on absolute return through multi-asset, opportunistic, tactical, and sector focused credit strategies. Our investment strategies include, but are not limited to: TRADITIONAL CREDIT

Senior Secured Loans (including, without limitation, U.S. and Global Leveraged Loan, Ratings and Loss Constrained Leveraged Loan strategies)

High-Yield Bonds (including, without limitation, U.S. and Global High-Yield Bond, Ratings and Loss Constrained High-Yield Bond strategies)

Short Duration High-Yield Bonds (including, without limitation, U.S. and Global Short Duration High-Yield Bond, Ratings and Loss Constrained Short Duration strategies)

Convertible Securities (including, without limitation, U.S. and Global Convertible Securities, and Investment Grade Convertible Securities strategies)

Structured Credit Debt (including, without limitation, Collateralized Loan Obligation (“CLO”) Debt Tranches (including Broadly Syndicated Loan (“BSL”) and Middle Market (“MM”) CLO strategies) and Collateralized Bond Obligation (“CBO”) Debt Tranches)

ALTERNATIVE CREDIT

Absolute Return (including, without limitation, Opportunistic Credit, and Tactical Credit strategies)

Multi-Asset Credit (including, without limitation, Multi-Asset Credit, Opportunistic Multi-Asset Credit, Short Duration Multi-Asset Credit strategies)

Other Structured Credit (including, without limitation, Shenkman Group Managed CLO & CBO Vehicles and third-party CLO & CBO Equity)

Private Credit

All of our traditional credit investment strategies, and certain of our alternative credit strategies (or derivations thereof) are available through separately managed accounts and certain of these investment strategies are also available (or may in the future be available) through investment vehicles, including but not limited to mutual funds for which we act as adviser or subadviser (each a “Mutual Fund”), private funds (single investor or commingled, including Alternative Investment Funds (each an “AIF”) as defined in the European Communities Alternative Investment Fund Managers Regulations), CLOs, CBOs, and other securitized vehicles (each, a “Sponsored Fund” and, collectively “Sponsored Funds”). Shenkman has also entered into an agreement (the “Intercompany Services Agreement”) pursuant to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared team members and systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance, information technology and development, and human resources. Such credit research and analysis and support services are then provided by RCA, for a fee, to RCLO under a Staff and Services Agreement (the “Staff and Services Agreement”, which is described in “Item 10: Other Financial Industry Activities and Affiliations”). The descriptions set forth herein and elsewhere in this document of specific advisory services offered to Shenkman Group Clients, and investment strategies pursued and investments made by us on behalf of Shenkman Group Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Shenkman Group considers appropriate, subject to each Shenkman Group Client’s investment guidelines.

For more details on the Shenkman Group’s Approach to ESG, please find our Environmental, Social, and Governance Policy at https://www.shenkmancapital.com/PDF/ESG_Policy.pdf.

Persons reviewing this Brochure should not consider it to be, and this Brochure should not be construed as, impartial investment advice, an offer to sell or any solicitation to buy securities of any Sponsored Fund or account managed by the Shenkman Group or any of their affiliates. Such an offer will only be made by means of an offering document delivered to eligible qualified investors. The offering documents and other constituent documents will detail the types of investments that may be purchased/sold. The investment strategies pursued by the Shenkman Group are speculative and entail substantial risks. Shenkman Group Clients should be prepared to bear a substantial or total loss of capital. There can be no assurance that the investment objectives will be achieved.

C. TAILORED ADVICE AND CLIENT RESTRICTIONS We primarily manage client assets on a discretionary basis and seek to tailor our investment services to meet our clients’ objectives. Certain of our clients may impose restrictions or limitations on the types of investments we may make for their accounts, which include restrictions or limitations by position, issuer, asset class, credit rating, industry/sector (including Socially Responsible Investment or “SRI” screens), and other restrictions. Shenkman (or an affiliate) also serves or may serve as general partner, managing member, sub-adviser or manager or investment adviser to Sponsored Funds. These Sponsored Funds have investment guidelines that are not subject to the specific requirements of their underlying investors (unless otherwise specified). The offering documents for our Sponsored Funds contain more detailed information about the funds, including descriptions of their investment restrictions. Investment advice is provided directly to such Sponsored Funds, subject to the discretion and control of Shenkman or the applicable general partner, managing member or manager. Current and prospective investors should refer to the applicable Governing Documents (as defined below) for complete information on the investment objectives, investment restrictions and risks related to the applicable Sponsored Fund. In accordance with common industry practice, Shenkman has entered, and in the future may enter, into arrangements with certain Shenkman Clients and investors in Sponsored Funds that grant such Shenkman Clients or investors special or more favorable rights that are not available to all Shenkman Group Clients and investors. Such special or more favorable rights include, but are not limited to: (i) different fee or liquidity arrangements, including fee sharing arrangements; (ii) additional reporting and/or greater access to certain information; (iii) opportunities to meet or speak with Shenkman’s investment team; and (iv) key-person, material litigation, and similar notification rights. These rights, benefits or privileges are not always made available to all investors of a Sponsored Fund nor in some cases are they required to be disclosed to all investors. The disclosure and extension of any such rights, benefits or privileges are governed by the corresponding confidential private placement memorandum, prospectus, limited partnership agreement, investment advisory agreement, management agreement, other offering materials or governing documents (collectively, the “Governing Documents”) and/or applicable law.

D. ASSETS UNDER MANAGEMENT As of June 30, 2026, Shenkman managed approximately $36,544,289,129 of client assets calculated on the basis of regulatory assets under management on a discretionary basis. Shenkman has previously entered into, and may in the future enter, into non-discretionary investment advisory relationships, for which Shenkman is not deemed to have regulatory assets under management. Further, the Shenkman Group managed approximately $39,224,382,978 of client assets calculated on the basis of regulatory assets under management on a discretionary basis, which includes the client assets managed by Shenkman and $2,798,897,177 managed by RCA. Assets managed by Shenkman that are invested in securitization vehicles managed by RCA are included in the AUM of both companies, but are included only once when calculating the AUM of the Shenkman Group. AUM calculations include uncalled commitments and gross assets of securitization vehicles.

A. HOW WE ARE COMPENSATED Asset-Based Fees. Shenkman generally charges asset-based management fees based on the value of the Shenkman Client’s assets under management. Our management fees range from 0.000% to 1.250% of assets under management, depending on the strategy involved and the vehicle in which the assets are held (e.g., a separately managed account or private fund). We negotiate fee arrangements with separately managed account clients and investors in Sponsored Funds based on their specific facts and circumstances, including the amount of assets to be placed under management, related accounts under management, lock-up or liquidity terms, portfolio style, account composition, reporting requirements, and other factors. In addition to charging management fees based on assets under management, Shenkman charges management fees based on invested capital or the notional value of assets. Shenkman Clients’ Governing Documents outline the circumstances whereby the basis upon which the asset-based fee is calculated would be changed or adjusted in connection with an investment having experienced a change in value, such as a write down due to a permanent impairment, a loss for tax purposes or a complete write-off of the investment. We also aggregate certain related accounts when calculating management fees. We may also receive an assetbased management fee for the services we provide to each Sponsored Fund, which are described in the applicable Governing Documents of each fund. Performance-Based Fees. We receive performance-based compensation from certain Sponsored Funds and separately managed account clients. The fees applicable to the Sponsored Funds are set forth and described in the applicable Governing Documents of each fund. Consistent with applicable laws and regulations, including Rule 205-3 under the Advisers Act, we receive performance-based fees from certain of our separately managed account clients as provided for in their respective investment advisory agreements. Performance fees generally range from 0.000% to 20.000% of returns and may be subject to performance hurdles, loss carry forwards, or other restrictions. Please see “Item 6: Performance-Based Fees and Side-by-Side Management” for more information regarding performance-based fees. Fixed Fees. We may receive fixed fees from certain Shenkman Clients for providing investment advisory services, including but not limited to assistance, guidance, recommendations, and other advisory services. Service-Based Fees. As noted in Item 4, Shenkman has entered into an Intercompany Services Agreement with RCA pursuant to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared team members and systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance, information technology and development, and human resources. Such credit research and analysis and support services are then provided by RCA, for a fee, to RCLO under the Staff and Services Agreement. See “Item 10: Other Financial Industry Activities and Affiliations” for more details describing the Intercompany Services Agreement. Other Fees. Shenkman has the ability to enter into investment advisory agreements that provide for different fee terms than are described above. The precise amount of, and the manner and calculation of, the fees for each Shenkman Client are disclosed in each Shenkman Client’s applicable Governing Documents. Fees charged to some clients may differ from fees charged to other clients; in those and other situations, such differences are subject to separately negotiated terms and may (or may not) be disclosed to other clients or investors in a Sponsored Fund, subject to each client’s Governing Documents and/or applicable law. In certain circumstances, the fee payable to Shenkman by underlying investors of a Sponsored Fund will vary among such investors.

B. BILLING AND DEDUCTION OF FEES Asset-based management fees are generally charged in arrears on a monthly, quarterly, or annual basis based on the total net asset value of the assets in the client account (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued interest) on the last day of the month or quarter or at year-end (as applicable). Performancebased fees are typically payable annually in arrears based upon the amount by which the client’s investment returns for the year (or other time period) exceed a high water mark and/or a specified rate of return. The specific manner in which we charge our fees for separately managed account clients is set out in a written agreement with each client. The specific manner in which fees are charged to investors in our Sponsored Funds are described in the applicable Governing Documents. We do not deduct advisory fees from separately managed accounts (except in limited situations when specifically instructed by a client). We typically send an invoice to clients or their custodians on a quarterly, monthly or annual basis (as applicable). In certain cases, a client will send payment to us based upon its custodian’s and/or prime broker’s valuation of the account’s value, and/or calculation of the fee amount due. We direct the custodians and/or prime brokers of certain of our Sponsored Funds

to deduct our asset-based fees and any performance fees. For our Sponsored Funds that are CLOs/CBOs, payment of fees is generally made through an independent trustee who is responsible for calculating and processing the payment pursuant to the relevant indenture. For Sponsored Funds that are Mutual Funds payment of fees is generally made by each fund’s administrator who is responsible for calculating and processing the payment pursuant to the Mutual Fund’s prospectus. The manner by which RCA pays Shenkman is set forth in the Intercompany Services Agreement.

C. OTHER FEES AND EXPENSES Fees and expenses that clients are responsible for can vary significantly among clients based on the applicable Governing Documents of each client account or Sponsored Fund. Shenkman Group Clients and investors in Sponsored Funds should review such documents for precise information relating to the fees and expenses borne by a specific client account or Sponsored Fund. In addition to paying applicable fees, including, without limitation, asset-based management fees and performance-based compensation, Shenkman Group Clients, including Sponsored Funds, may be responsible for, subject to the terms of the applicable Governing Documents, without limitation: (i)

legal, accounting (including, without limitation, third-party accounting services and accounting software) and other professional fees and expenses (including, without limitation, third-party valuation services) which Shenkman reasonably believes are required or advisable to be incurred (A) in order to protect the assets of client accounts or Sponsored Funds (including participation on formal and informal creditor committees and participation in litigation), (B) in connection with the purchase or sale or maintenance of any investment, or (C) related to compliance with applicable law or regulation (including the costs of required regulatory or self-regulatory filings made in connection with the client account or its assets);

(ii)

ordinary administrative and operating expenses (including any accounting, administrative, data collection, technology licensing costs and technology implementation and support services, to the extent outsourced to third parties);

(iii)

the pro rata share of expenses of any entity in which the client account or Sponsored Fund invests (including the investment entity’s management fees or performance fees);

(iv)

investment expenses related to the research, due diligence and monitoring of actual and prospective investments (whether consummated or not) and the consummation of investments such as, but not limited to, brokerage and prime brokerage fees, interest on margin accounts and other indebtedness, consulting and appraisal fees, expenses related to sourcing, reorganizations, restructurings and workouts, borrowing charges on investments sold short, hedging costs, collateral accumulation facility (a.k.a. warehouse facility) expenses, administrator, custodial and bank services fees, withholding and transfer taxes, clearing and settlement charges;

(v)

costs associated with investment opportunities that are not consummated (“broken-deal expenses”). Where such expenses relate to more than one Shenkman Group Client or to potential co-investors, Shenkman will allocate the expenses in a manner it believes is fair and reasonable under the circumstances, subject to the applicable Governing Documents. Such allocations may not be pro rata and may take into account the clients or other participants that were reasonably expected to benefit from or participate in the relevant investment opportunity;

(vi)

research expenses (including the cost of third-party research services and products used by the Shenkman Group, such as, for example, Bloomberg, Intex, and other live market feeds and online research, including, without limitation, the cost of research reports relating to securities, issuers, market segments or geographic regions);

(vii)

trading and investment related technology software costs or additional programming, such as portfolio, order, compliance and risk management products and services;

(viii)

legal, regulatory, registration, compliance, accounting, commissions, and audit fees and expenses, including preparation of financial statements, tax returns and other communications or notices or other third-party service providers (with the exception of regulatory examinations, as applicable);

(ix)

certain technology costs (including fees and expenses incurred in connection with obtaining and maintaining hardware, software, news and quotation services);

(x)

shareholder proxy voting services;

(xi)

fees related to the preparation and delivery of internal controls reports and notices;

(xii)

fees, expenses, or other amounts payable to rating agencies;

(xiii)

loan administration costs;

(xiv)

extraordinary expenses (e.g., indemnification, litigation or investigation expenses, and tax audits);

(xv)

travel expenses incurred in connection with research and investments (whether consummated or not), including investment-related travel expenses of consultants, directors and experts;

(xvi)

interest expenses, taxes, duties and other governmental charges, transfer and registration fees or similar expenses, other portfolio expenses, sales and use taxes;

(xvii)

certain transaction-related expenses, including expenses associated with participation on creditor committees and outside counsel fees directly related to a transaction or investment;

(xviii)

other expenses related to the purchase, sale or transmittal of investments (including legal expenses incurred to enforce rights in respect of any investment and including any expenses incurred in connection with the organization and operation of vehicles formed to hold all or a portion of a client’s interests (including, in the case of Sponsored Funds, ownership of feeder funds in master funds); and

(xix)

Any expenses related to the formation and operation of Sponsored Funds, including, without limitation premiums, fees, costs and expenses for insurance, expenses related to the LP Committee, fees and expenses (including, without limitation, director registration fees) of any subsidiary’s directors and officers (including any AML Officers), any and all fees, costs and expenses incurred in connection with, related to or arising from the representation by the entity who is appointed partnership representative within the meaning of Section 6223 of the Internal Revenue Code, expenses incurred in connection with any side letter agreement, expenses incurred in connection with the offering and sale of the Interests (excluding fees payable to any placement agent), and any extraordinary expenses as shall be determined by Shenkman in its sole discretion. Each Sponsored Fund that invests in a “master fund” indirectly bears the portfolio and other expenses of such master fund (including, without limitation, the types of expenses described above and the fees and expenses of such master fund’s administrator) pro rata based on the Sponsored Fund’s interest in such master fund. Certain Sponsored Funds also utilize trading vehicles or other special purpose vehicles, and all portfolio and other expenses relating to such vehicles are borne by the Sponsored Funds, in each case on a pro rata basis commensurate with the applicable Sponsored Fund’s interest in such a vehicle.

From time-to-time, the Shenkman Group may invest assets of its separately managed account Shenkman Group Clients into other Shenkman Group Sponsored Funds in order for such Shenkman Group Clients to gain exposure to an asset class or as otherwise agreed with such Shenkman Group Clients. The Shenkman Group Client will generally be provided with such Sponsored Fund’s offering materials and will be required to execute the applicable subscription agreement prior to any investment being accepted by the Sponsored Fund. The Shenkman Group generally waives management and performance fees as necessary to avoid having a Shenkman Client pay two sets of management or performance fees in connection with one investment. The Sponsored Fund’s management fees may be waived or offset against the client’s separately managed account management fee with respect to such an investment (unless otherwise agreed between Shenkman and the Shenkman Group Client), provided, however, that the Shenkman Group Client will be responsible for its proportional share of the Sponsored Fund’s organization and operating expenses, as detailed above.

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A. METHODS OF ANALYSIS AND INVESTMENT STRATEGIES Methods of Analysis Shenkman’s investment advisory services are focused on the leveraged finance market and we are dedicated to providing indepth, bottom-up, fundamental credit analysis. For our traditional credit strategies, we seek to invest primarily in higher quality debt of lower rated companies with strong and/or improving financial characteristics, while generally seeking to avoid those with a greater probability of default. Our investment philosophy is predicated on the following four core principles: I. II. III. IV.

Preserving Capital Allowing the Compounding of Interest Income to Drive Risk-Adjusted Returns Minimizing Defaults Utilizing Proprietary Credit Analytics

In addition, our investment philosophy is based on the following six pillars: I. II. III. IV. V. VI.

Bottom-up, Fundamental Credit Analysis Broad Diversification Communication with Issuer’s Management Disciplined Approach Monitoring Credits on a Systematic Basis Comprehensive Reporting and Risk Control Systems

Shenkman seeks to apply a risk-averse philosophy based on bottom-up fundamental credit analysis across all market environments. Our investment philosophy centers on the basic tenet that comprehensive, fundamental credit research is the key to realizing above-average returns over a full market cycle. We believe this core principle is essential to properly manage the inherently higher credit risk associated with below investment-grade assets. Our analytical process includes using our proprietary tools to analyze historical and projected operating performance and trends, including liquidity, cash flow and a working capital analysis. For our alternative credit strategies, we seek to take advantage of the deep, bottom-up fundamental credit analysis used in our traditional credit strategies to evaluate investment opportunities with a higher risk/return profile or complex structured credit opportunities. Our investment philosophy in our alternative credit strategies centers on the basic tenet that comprehensive, fundamental research is the key to realizing above-average returns over a full market cycle. The Shenkman Group Managed CLO & CBO vehicles rely on a comprehensive research process focused on extensive manager due diligence (including a proprietary manager scoring system), deal structure and transaction analysis and an analysis of the underlying collateral and relative value of the deal. The opportunistic and tactical credit strategies are focused on event driven special situations across the corporate credit spectrum with the goal of deploying capital into opportunities with shifting credit risk profiles and to benefit from changes in market structure. Shenkman’s multi-asset credit strategy invests across asset classes and employs multiple strategies in seeking to achieve attractive risk-adjusted returns with low volatility. In addition, Shenkman may offer single strategies focused on investments in assets of a particular region or sector, as well as customized strategies incorporating elements of multiple strategies and/or asset classes. The Shenkman Group provides advice and management with respect to all segments of the capital structure of leveraged companies. The Shenkman Group’s services relate to registered securities and securities and instruments not registered under the U.S. Securities Act of 1933 (including, but not limited to, securities issued pursuant to Rule 144A and Regulation S promulgated under that Act, as well as leveraged loans). Depending on the investment strategy employed, the Shenkman Group may invest in U.S. dollar denominated and non-U.S. dollar denominated investment grade debt, below-investment grade debt, and equity instruments, including private credit and private equity. Such debt and equity instruments include, but are not limited to, notes, bonds (cash pay, pay-in-kind, floating rate, zero coupon and toggle), convertible securities (bonds and

preferred stock), yankee bonds, bonds with attached warrants, non-convertible preferred stock and other equity securities, U.S. Treasury and agency issues, and leveraged loans made to corporate borrowers, including term loans, bridge loans, delayed draw term loans, revolving loans and letter of credit facilities. We also provide advice and management with respect to: (i) defaulted and distressed bonds and other securities and obligations; (ii) defaulted and distressed leveraged loans; and (iii) equity and debt securities issued by CLOs/CBOs. From time-to-time, we also invest in derivative or synthetic securities that derive their value from an underlying security or instrument and may engage in total return swaps or similar transactions. We also provide advice and management with respect to equity securities issued by highly leveraged companies and investment grade companies, as well as put and call options. We enter into short positions, and may employ straddles, spreads and other combinations of put and call options and may use options or other derivatives, instruments and techniques for hedging purposes or to implement a strategy where we do not believe an investment in the underlying instrument is feasible or in the best interests of our clients. We may also create leverage through the use of margin transactions, explicit borrowings, short sale positions, repurchase or reverse repurchase agreements, and derivative instruments. We also engage in foreign exchange currency transactions to hedge the underlying portfolio, or a specific share class in a Sponsored Fund, against declines in the value of certain investments and/or share classes as a result of changes in currency exchange rates. Investing involves the risk of loss, including loss of principal, which clients should be prepared to bear. Investment Strategies Our investment strategies include, but are not limited to: TRADITIONAL CREDIT

Senior Secured Loans (including, without limitation, U.S. and Global Leveraged Loan, Ratings and Loss Constrained Leveraged Loan strategies)

High-Yield Bonds (including, without limitation, U.S. and Global High-Yield Bond, Ratings and Loss Constrained High-Yield Bond strategies)

Short Duration High-Yield Bonds (including, without limitation, U.S. and Global Short Duration High-Yield Bond, Ratings and Loss Constrained Short Duration strategies)

Convertible Securities (including, without limitation, U.S. and Global Convertible Securities, and Investment Grade Convertible Securities strategies)

Structured Credit Debt (including, without limitation, Collateralized Loan Obligation (“CLO”) Debt Tranches (including Broadly Syndicated Loan (“BSL”) and Middle Market (“MM”) CLO strategies) and Collateralized Bond Obligation (“CBO”) Debt Tranches)

ALTERNATIVE CREDIT

Absolute Return (including, without limitation, Opportunistic Credit, and Tactical Credit strategies)

Multi-Asset Credit (including, without limitation, Multi-Asset Credit, Opportunistic Multi-Asset Credit, Short Duration Multi-Asset Credit strategies)

Other Structured Credit (including, without limitation, Shenkman Group Managed CLO & CBO Vehicles and third-party CLO & CBO Equity)

Private Credit

All of our traditional credit investment strategies, and certain of our alternative credit investment strategies (or derivations thereof) are available through separately managed accounts and certain of these investment strategies are also available through investment vehicles, including mutual funds for which we act as adviser or sub-adviser (each a “Mutual Fund”), private funds (single investor or commingled (including AIFs)), CLOs, CBOs, and other securitized vehicles.

B. MATERIAL RISKS OF INVESTMENT STRATEGIES Clients should understand that all investment strategies and the investments made pursuant to such strategies involve the risk of loss, including the potential loss of the entire investment. The investment performance and success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The following list of risk factors cannot be and is not intended to be exhaustive. These risk factors include only those risks that we believe to be material and relate to our methods of analysis and investment strategies. Not all of the risk factors are applicable to all client accounts or vehicles. Nonetheless, all clients and investors should review all of the risk factors in this item. Nature of Investments. Shenkman has broad discretion in making investments. These investments primarily consist of loans, bonds and convertible securities issued by highly leveraged (i.e., “high-yield”) companies and debt and equity securities issued by CLOs/CBOs. Each of these investments may have significant risks as a result of business, financial, market or legal uncertainties. Clients may also hold other long and short positions. Investments may also include unit securities that consist of a debt security and a warrant in the issuing company. There can be no assurance that we will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the value of investments. No guarantee or representation is made that our investment objectives will be achieved. Diversification and Concentration. Shenkman may select investments for its clients that are concentrated in a limited number or types of instruments. In addition, client portfolios may become significantly concentrated in investments related to a single or a limited number of issuers, industries, sectors, markets, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such investments. Lack of Control. Shenkman invests in debt instruments and may receive equity securities of companies that it does not control, which may be acquired through market transactions or through purchases directly from the issuer or other holders, or as part of a restructuring. Such instruments will be subject to the risk that the issuer may make business, financial or management decisions with which Shenkman does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve our clients’ interests. In addition, clients may share control over certain investments with co-investors, which may make it more difficult for Shenkman to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on client portfolios. Hedging Transactions. Shenkman may cause clients to utilize a variety of financial instruments (including options and derivatives), both for investment purposes and (to the extent desired) for risk management purposes in order to: (i) protect against possible changes in the market value of an investment portfolio resulting from fluctuations in the securities or commodities markets and changes in interest rates; (ii) protect the unrealized gains in the value of an investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in a client’s portfolio; (v) hedge the interest rate or currency exchange rate on any of a client’s liabilities or assets; (vi) protect against any increase in the price of any securities or commodities Shenkman anticipates purchasing on behalf of a client at a later date; or (vii) for any other reason that Shenkman deems appropriate. The success of Shenkman’s hedging is subject to Shenkman’s ability to correctly assess the degree of correlation between the performance of the instruments used to hedge and the performance of the investments in the portfolios being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the instances when Shenkman hedges a client’s portfolio positions is also subject to Shenkman’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While Shenkman may cause a client to enter into certain hedging transactions, like currency hedging, to seek to reduce risk, such transactions may result in a poorer overall performance for the client than if it had not engaged in any such hedging transactions. For a variety of reasons, Shenkman may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent a client from achieving the intended hedge or expose a client to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the client’s portfolio holdings.

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We provide investment advisory services to a wide variety of clients, including, without limitation:

corporations;

corporate ERISA plans;

public pension plans;

Taft-Hartley plans;

religious and charitable organizations;

endowments and foundations;

insurance companies;

mutual funds;

private funds (single investor or commingled (including AIFs));

rated note funds;

CLOs;

CBOs;

government entities and government-sponsored entities; and

family offices and high net worth individuals.

As discussed in “Item 5: Fees and Compensation,” and consistent with Rule 205-3 under the Advisers Act, Shenkman is entitled to receive performance-based compensation from certain Shenkman Clients. Performance-based compensation creates an incentive for us to make investments that are riskier or more speculative than would be the case in the absence of such compensation. Certain Shenkman Group Clients have higher fees or more favorable performance-based compensation arrangements than other Shenkman Group Clients. Consequently, a conflict of interest exists because the Shenkman Group has greater incentive to favor Shenkman Group Clients from which the Shenkman Group receives higher management fees and/or with whom it has, or whom it has more favorable, performance-based compensation arrangements. Please also see “Item 10: Other Financial Industry Activities and Affiliations” and “Item 12: Brokerage Practices,” for more details on conflicts resulting from the management of multiple clients by the Shenkman Group. The Shenkman Group has adopted and implemented policies and procedures intended to address these potential and actual conflicts of interest, including trade allocation and aggregation policies. The Shenkman Group’s allocation policy seeks to allocate investment opportunities among Shenkman Group Clients fairly over time, and our aggregation policy generally requires that Shenkman Group Clients participate in aggregated orders on an average price basis, along with all other transaction costs, if any. We also have systems and controls to monitor that investments made on behalf of a Shenkman Group Client comply with the applicable investment guidelines and restrictions pertaining to such Shenkman Group Client.

A. ALLOCATION OF INVESTMENT OPPORTUNITIES The Shenkman Group will generally allocate investment opportunities among eligible Shenkman Group Clients pro rata based on each Shenkman Group Client’s total net asset value, or pursuant to alternative approved methodologies, including, without limitation, pursuant to: (i) a target weighting of an account’s concentration in an applicable issue, issuer, industry, credit rating, duration, maturity, cash level, or similar portfolio attribute; (ii) a rotational system; (iii) a random selection of eligible accounts; (iv) a Shenkman Group Client’s use of leverage; or (v) as otherwise approved by the Shenkman Group’s Legal and Compliance Department. A Shenkman Group Client will generally be presumed to be eligible to participate in an investment opportunity executed on behalf of Shenkman Group Clients with similar investment objectives, strategies and risk profiles, provided, however, that an eligible Shenkman Group Client may be excluded from participating in an investment opportunity, or the amount of an eligible Shenkman Group Client’s allocation may be limited based on, among other things, the client’s investment guidelines, restrictions and specific instructions; legal, regulatory or tax restrictions; portfolio diversification/concentration considerations; and timing of cash flows, account liquidity and cash balances. Allocations are generally adjusted for rounding based on lot size and minimum increment requirements, or as otherwise approved by the Legal and Compliance Department. Newly established or recently funded Shenkman Group Clients may at times have significant amounts of uninvested cash or may be in a portfolio ramp-up period. Where consistent with the applicable investment objectives, restrictions, and Shenkman’s allocation procedures, such circumstances may be considered in determining allocations and may result in a newly established or ramping client receiving a greater allocation than another eligible client. This creates a potential conflict among eligible clients, which Shenkman seeks to address through its allocation procedures and periodic review. It is our goal to provide individualized treatment and customized solutions to each Shenkman Group Client. Due to the differences in investment objectives, strategies, guidelines and restrictions, along with the other criteria outlined above, including the availability and relative value of investment opportunities, there will be differences among accounts in invested positions and investments held, and such differences can be meaningful. There are no assurances that each Shenkman Group Client will participate in each eligible investment opportunity. In all cases, we seek to identify and mitigate all conflicts of interest and allocate investments fairly over time and in accordance with our fiduciary duties.

B. ORDER AGGREGATION The Shenkman Group maintains a general practice of aggregating Shenkman Group Client trade orders for execution in order to achieve more favorable execution prices by buying or selling investments in greater quantity. Any initial allocations made prior to an order being placed, will be subject to adjustment depending upon, among other considerations, (i) the actual amount purchased or sold (e.g., partially-filled orders); (ii) lot size and minimum increment requirements; and (iii) if the order is a sale transaction, remaining position size by account. Aggregated orders are typically allocated among accounts based upon an

average price, with all other transaction costs, if any, shared among the accounts on a fair and reasonable basis. Furthermore, due to the fact that market conditions fluctuate throughout the trading day, the Shenkman Group evaluates orders independently as part of daily trading sessions.

A. INVESTMENT ADVISER AFFILIATES Shenkman is the parent company of Shenkman Capital Management Ltd (“Shenkman UK”), a private limited company incorporated in England and Wales that is authorized and regulated by the U.K. FCA. Shenkman UK acts as a “participating affiliate” of Shenkman in reliance on applicable SEC staff no-action guidance. Under this arrangement, Shenkman UK provides investment research, trade execution and other services directly to Shenkman. When providing such services to Shenkman, in support of Shenkman’s investment advisory activities on behalf of its Clients, relevant personnel are subject to Shenkman’s supervision and applicable compliance policies and procedures. Shenkman UK provides such services within the scope of its FCA Part 4A permissions. Shenkman is also an affiliate of Shenkman Capital Management, L.L.C., Shenkman Winchester GP LLC, Shenkman Tactical Credit GP LLC, Shenkman Multi-Asset Credit GP LLC, Shenkman Multi-Asset Credit Select GP LLC, Shenkman CBO Opportunity Fund GP, Shenkman CBO Opportunity GP II LLC, Shenkman Private Credit Fund GP LLC, and Shenkman Multi-Asset Credit FL GP LLC, each of which is a Delaware limited liability company and serves as the general partner, managing member, or an equivalent role to certain Sponsored Funds. Shenkman is under common control with each of RCA, RV, and RCLO. RCLO’s primary business is to sponsor and provide portfolio management services to CLOs. RCA owns a controlling interest in RV, and RV is the managing member of RCLO. RCA is registered as an investment adviser with the SEC, and RCLO is a relying adviser of RCA. Shenkman has entered into the Intercompany Services Agreement with RCA pursuant to which Shenkman provides to RCA, for a fee, among other things, credit research and analysis, shared team members and systems, and assistance and advice on certain support services, including, but not limited to, compliance, operations, finance, information technology and development, and human resources. RCLO and RCA have entered into the Staff and Services Agreement whereby RCA provides (or arranges for the provision of) to RCLO, for a fee, certain personnel, facilities and systems that may assist RCLO with various middle and back-office services, including (without limitation): (i) administrative services under the constituent documents of each Romark CLO; (ii) compliance support and general risk analysis; (iii) advice relating to the appointment of valuation providers; (iv) assistance in the preparation of reports; (v) credit research; (vi) information technology infrastructure; and (vii) physical facilities. Certain Shenkman shareholders, officers, and/or team members are shareholders, officers, and/or team members of RCA, while remaining as shareholders, officers, and/or team members of Shenkman and thus will act as dual shareholders, officers, and/or team members of Shenkman and RCA, and in some instances, are shareholders, officers, and/or team members of all three of Shenkman, RCA, and RCLO.

B. MATERIAL CONFLICTS OF INTEREST RELATING TO OTHER INVESTMENT ADVISERS

Shenkman serves as investment adviser or sub-adviser to Mutual Funds.

Shenkman serves as investment adviser of certain Sponsored Funds for which a related person may act as general partner or in a similar capacity. Shenkman serves as collateral manager to CLOs, and in the future may serve as investment manager to other securitized vehicles.

RCLO serves as collateral manager and/or sub-adviser to CLOs, including CLOs for which Shenkman had previously served as collateral manager.

RCA serves as a collateral manager to CBOs.

Shenkman and its related persons, including team members, shareholders and directors, have substantial investments in certain Sponsored Funds.

As described herein, the Shenkman Group and its partners, officers, team members, affiliates, and agents are subject to certain potential or actual conflicts of interest in connection with the activities of, and investments by, the Shenkman Group. As an investment adviser registered with the SEC, Shenkman intends to act in good faith in a manner consistent with its duties under applicable law. However, Shenkman is subject to various conflicts of interest including those arising from its

relationships with other members of the Shenkman Group, which currently and in the future will serve as investment adviser to Sponsored Funds, separately managed accounts or similar vehicles. The Shenkman Group actively engages, and in the future will engage, in a broad spectrum of activities, including direct investment activities and investment advisory activities, and have extensive investment activities that are independent from, and may from time-to-time conflict or compete with, Shenkman and Shenkman Clients’ investment activities. These circumstances could give rise to numerous situations where interests conflict, including, as further noted herein, the investment by different Shenkman Group Clients in the same investment or in different levels of the capital structure of the same issuer, or other dealings involving different Shenkman Group Clients. In addition to what is already described herein, the particular circumstances described below further illustrate some of the conflicts of interest that may arise. However, there can be no assurance that these or other conflicts of interest with the potential for adverse effects on Shenkman Group Clients will not arise. Conflicts of interest also arise as to the allocation of investment opportunities among Shenkman Group Clients. The Shenkman Group maintains policies and procedures reasonably designed to ensure that all Shenkman Group Clients are treated fairly over time. See “Item 6: Performance-Based Fees and Side-By-Side Management” and “Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information.

C. BROKER-DEALER REGISTRATION STATUS Neither Shenkman, its affiliates, nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.

D. FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR OR COMMODITY TRADING ADVISOR REGISTRATION STATUS Neither Shenkman, its affiliates, nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of any of the foregoing entities.

A. CODE OF ETHICS AND PERSONAL TRADING As part of its overall compliance program, the Shenkman Group has adopted a Code of Ethics (the “Code of Ethics”) that imposes standards of business conduct, including standards and procedures for the detection and prevention of inappropriate personal securities transactions by our team members, and addresses other situations involving conflicts of interest. One of the intentions of the Code of Ethics is to ensure that the personal securities transactions of persons subject to it are conducted in accordance with the following principles: (i) the duty at all times to place the interests of Shenkman Group Clients first; (ii) the requirement that all personal securities transactions be conducted consistent with the Code of Ethics and in such a manner as to identify and mitigate any conflict of interest and avoid any abuse of an individual’s responsibility and position of trust; (iii) the fundamental standard that our team members not take inappropriate advantage of their positions; and (iv) the duty at all times to comply with applicable state and federal securities laws. The Shenkman Group’s Code of Ethics requires team members to obtain pre-approval for personal securities transactions, except with respect to transactions involving municipal bonds, sovereign bonds, treasury bonds, or digital coins or tokens (unless such coins or tokens are securitized or are part of an Initial Coin Offering), mutual funds for which the Shenkman Group does not serve as investment adviser or sub-adviser, closed-end funds, diversified exchange traded funds, unit investment trusts, exchange traded notes. The Shenkman Group permits its team members to engage in personal securities trading, but does not allow them to purchase high-yield or “cross over” (i.e., rated investment grade by one rating agency and below investment grade by another rating agency) bonds or loans nor does it allow team members to purchase any securities of an issuer that is on a Shenkman Group list of approved issuers (the “Approved List”) or an issuer whose securities or loans are otherwise owned by one or more Shenkman Group Clients. If granted, an approval is generally valid until the close of business on the next business day after such approval is granted. The Code of Ethics also includes a prohibition on insider trading and requires reporting of personal securities accounts, transactions and/or holdings to the Legal and Compliance Department (subject to certain limited exceptions). Additionally, the Code of Ethics sets out general standards of conduct and ethics, including requirements regarding gifts, entertainment, and political contribution pre-clearance and disclosures to which all of our team members must adhere. The Legal and Compliance Department conducts annual compliance “teach-ins” for all team members, as well as for new team member hires. The Code of Ethics is reviewed at these teach-ins, and team members are reminded of their duty to treat all of our clients fairly at all times. All Shenkman Group team members are also required to read the Code of Ethics upon hire and at least annually and sign an Acknowledgement of Compliance on each such occasion. In certain circumstances, the Chief Compliance Officer or their designee may grant exceptions to the Shenkman Group’s compliance policies and procedures (including the Code of Ethics) when it is believed, based on the particular facts and circumstances, that doing so would not harm a Shenkman Group Client or otherwise interfere with the Shenkman Group’s fiduciary duties. Existing and prospective Shenkman Group Clients may obtain a copy of the Code of Ethics by sending a written request via e-mail to legal@shenkmancapital.com or by calling (212) 867-9090.

B. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS As discussed in “Item 5: Fees and Compensation” and “Item 6: Performance-Based Fees and Side-by-Side Management” and “Item 10: Other Financial Industry Activities and Affiliations,” Shenkman (or a related person) acts as investment adviser, general partner, managing member or equivalent role to Sponsored Funds for which we receive asset-based management fees and/or performance-based compensation. The Shenkman Group, and/or its affiliates, team members, officers, shareholders, and directors (including individuals involved in making investment decisions on behalf of such Sponsored Fund) also invest in one or more Sponsored Funds, and such investments may represent a significant portion of each individual’s net worth. Additionally, such investments are concentrated in Sponsored Funds from which Shenkman and/or certain team members (through ownership interests in affiliates of Shenkman) receive performance-based compensation. These investments create a conflict of interest because we have an incentive to recommend transactions to such Sponsored Funds based on our own financial interests over others. See “Item 6: Performance-Based Fees and Side-By-Side Management” for additional information.

C. INVESTING IN THE SAME SECURITIES AS CLIENTS The Shenkman Group, subject to the requirements of the Code of Ethics, permits team members to trade securities for their own accounts which sometimes results in such accounts holding the same investments held in, or holding other assets of an issuer held in, Shenkman Group Client accounts. This presents a conflict where, because of the information we have, the Shenkman Group and its team members are in a position to trade in a manner that could adversely affect Shenkman Group Clients (e.g., place affiliated or team members’ trades in securities of an issuer before or after Shenkman Group Client trades are executed in instruments of the same issuer in order to benefit from any price movements due to the Shenkman Group Client trades). In addition to possibly affecting our objectivity, Shenkman Group Clients may also be harmed to the extent that personal trading adversely affects the price at which the Shenkman Group Client trades are executed. In an effort to mitigate this conflict, as set forth above, the Shenkman Group generally prohibits its team members from purchasing highyield or “cross over” (i.e., rated investment grade by one rating agency and below investment grade by another rating agency) bonds or loans or to invest in any securities of an issuer that is on the Approved List or an issuer whose securities or loans are otherwise owned by a Shenkman Group Client. The Shenkman Group requires team members to pre-clear their personal securities transactions with the Legal and Compliance Department. In addition, the Code of Ethics prohibits trading in any securities on the Shenkman Group’s “Restricted List” (i.e., a list of issuers concerning which we may be in possession of material non-public information). The Code of Ethics also requires reporting of personal securities accounts, transactions and/or holdings to the Legal and Compliance Department.

D. NON-EXCLUSIVE SERVICES It should be noted that the Shenkman Group’s services to each Shenkman Group Client are not exclusive. Our team members and affiliates may effect transactions for their own accounts and for the accounts of other Shenkman Group Clients that differ materially from the advice given, or the time or nature of action taken, with respect to a particular Shenkman Group Client account. Also, it may not always be possible for the same investment positions to be taken or liquidated at the same time or at the same price. The Shenkman Group also acts as investment adviser to Shenkman Group Clients that have issued debt instruments, and the Shenkman Group may enter into similar investment advisory relationships in the future. Such companies may be investors in investment vehicles of the Shenkman Group and the Shenkman Group may purchase, on behalf of a Shenkman Group Client, instruments issued by such companies. However, the Shenkman Group is not obligated to purchase or sell or recommend for purchase or sale for any Shenkman Group Client any security or other asset that we and our team members and affiliates may purchase or sell for their own accounts or for the account of any Shenkman Group Client. The Shenkman Group engages in transactions and investment strategies for certain Shenkman Group Clients that differ from the transactions and strategies executed on behalf of other Shenkman Group Clients. The Shenkman Group invests in all segments of the capital structure of high-yield issuers on behalf of Shenkman Group Clients and is not precluded from investing in instruments of a company held in another Shenkman Group Client, even if such positions may be adverse. Shenkman Group Clients have held, and it is expected that in the future they will at times hold, different investments of the same issuer that have different priorities. These investments create conflicts of interest, particularly because the Shenkman Group can take certain actions for some Shenkman Group Clients that can have an adverse effect on other Shenkman Group Clients (for example, in connection with restructuring and reorganization situations). For example, certain Shenkman Group Clients may hold senior or subordinated rights relative to other Shenkman Group Clients, or vice versa. This presents a conflict of interest because any action that the Shenkman Group were to take on behalf of the issuer’s senior instrument, for instance, could have an adverse effect on the issuer’s junior instrument, and vice versa, particularly in distressed or default situations. To the extent the Shenkman Group or any of its team members were to serve on a formal or informal creditor or similar committee on behalf of a client, such conflicts of interest may be exacerbated. The Shenkman Group has adopted procedures and controls reasonably designed to identify and address such conflicts. Additionally, the Shenkman Group and its affiliates may make investments for certain Shenkman Group Clients that they conclude are inappropriate for other Shenkman Group Clients. For instance, one Shenkman Group Client may take short positions in the instruments of certain issuers, while at the same time those instruments and/or other instruments of that issuer are acquired or held long by other Shenkman Group Clients. Conversely, the Shenkman Group may take long positions in the instruments of certain issuers for a Shenkman Group Client, while at the same time those instruments and/or other instruments

of that issuer are held short in or have been sold out of another Shenkman Group Client. Shenkman Group Clients, as well as investors in Shenkman Group Clients, should be aware that although the Shenkman Group strives to identify and mitigate all conflicts of interest, and seeks to treat its clients in a fair and reasonable manner consistent with its fiduciary duties, there may be times when conflicts of interest are not resolved in a manner favorable to a specific Shenkman Group Client. Accordingly, the Shenkman Group conducts an annual review of its business practices to identify those areas that might pose a conflict of interest between the Shenkman Group and its clients. The Legal and Compliance Department endeavors to ensure that all relevant disclosures concerning conflicts of interest are included in this Brochure. Accordingly, the Legal and Compliance Department periodically reviews its existing policies and procedures designed to address such conflicts and will, in consultation with our Conflicts Committee, develop and implement additional policies and procedures, as deemed appropriate. The Conflicts Committee is responsible for addressing conflicts of interest involving Shenkman and/or its affiliates and their respective directors, principals, employees or agents.

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A. FACTORS FOR SELECTING BROKER-DEALERS FOR CLIENT TRANSACTIONS 1.

Broker Selection; Research and Soft Dollars

The Shenkman Group maintains an “Approved Broker List” and, as a general matter, only trades with brokers on the Approved Broker List. From time to time, Shenkman may trade with brokers which are not on its Approved Broker List subject to the prior review and approval by the CCO. Shenkman may also trade with brokers not on its Approved Broker List, but which are subject to client Directed Brokerage arrangements (as further discussed below). The Shenkman Group’s policies and procedures regarding brokerage allocation and execution are reasonably designed to achieve best execution under the circumstances. In seeking best execution, the Shenkman Group typically considers the full range of each broker’s services, including, but not limited to, the efficiency of execution, ability to handle large and/or complex orders, competitive rates, price, capital commitment to a particular issue, research capabilities, generation of investment ideas, market knowledge, settlement capabilities, confidentiality, financial responsibility and responsiveness. Nonetheless, acquiring certain issues of high-yield securities and leveraged loans may require that the Shenkman Group use the particular broker (sometimes only one) that is willing to commit capital to a given issue. In selecting brokers to execute transactions and determining the reasonableness of their compensation, the Shenkman Group is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission cost or price. The Shenkman Group’s Best Execution Committee is responsible for reviewing the quality and value of the services provided by broker-dealers used and for monitoring any commission levels paid to these broker-dealers. The Best Execution Committee will periodically monitor trading to ensure that best execution has been achieved in accordance with its policies and procedures. The Shenkman Group does not have any formal “soft dollar” arrangements, nor does it anticipate entering into any formal “soft dollar” arrangements. Nevertheless, to the extent the Shenkman Group does receive any “soft dollar” benefits (e.g., research or execution services), it will only do so to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Shenkman Group may receive, without cost and unrelated to the execution of securities transactions, a broad range of research services from brokers, including information on the economy, industries, securities and individual companies, statistical information, market data, complimentary attendance at industry conferences and events, access to company management, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information that may affect the economy and/or security prices. Subject to our best execution policy described above, the Shenkman Group will from time-to-time allocate securities or loan transactions to these brokerage firms. The research, information and services furnished by these brokers are useful in varying degrees and may be used in servicing Shenkman Group Clients. Some of these services may be used by the Shenkman Group in connection with accounts that paid no commissions to the broker providing such services. No formula has been established for the allocation of business to such brokers. The Shenkman Group may also pay brokers and their affiliates for certain specialized data and services, such as benchmark information, that are also unrelated to the execution of securities transactions. Consistent with our commitment to equal opportunity, diversity and inclusion, the Shenkman Group is making a concerted effort to allocate certain trades to brokers that are Minority and Women Owned Business Enterprises (“MWBE”). Specifically, the Shenkman Group is allocating certain trades made via MarketAxess to MWBE Brokers as part of MarketAxess’s Diversity Dealer Initiative. Such allocations, while executed at no additional cost to Shenkman Group Clients, will continue to be subject to the Shenkman Group’s obligation to achieve best execution. As previously noted, Shenkman UK is authorized and regulated by the FCA and acts as a participating affiliate of Shenkman. Shenkman UK provides trade execution, research and other services to the Shenkman Group within the scope of its FCA permissions. Pursuant to the Markets in Financial Instruments Directive II (MiFID II), research provided by broker-dealers is generally required to be charged separately from other execution services. As a result, Shenkman UK may no longer accept the provision of research for free (unless such research is deemed to be an acceptable minor nonmonetary benefit) or as part of bundled services. Shenkman UK has decided to bear the expense of research it purchases from its own resources.

2.

Brokerage for Client Referrals

The Shenkman Group has formal and/or informal arrangements in place with brokers and/or affiliates of brokers who market certain of the Shenkman Group Client products or otherwise make the products available to their respective clients, refer prospective clients or investors to the Shenkman Group, or facilitate introductions to prospective clients or investors. This practice creates a conflict of interest because the Shenkman Group has an incentive to select or recommend a broker based on its interest in receiving such referrals or introductions. The allocation of transactions to such brokers is subject at all times to our obligation to obtain best execution under the circumstances. In certain circumstances, either of the Shenkman Group or our clients compensate these brokers or their affiliates in connection with these arrangements (including, for example, a placement agent fee paid by a Shenkman Group Client). The Shenkman Group executes securities transactions through brokers (or their affiliates) who market Shenkman Group Client products or otherwise make such products available to clients. This practice creates a conflict of interest because the Shenkman Group has an incentive to select or recommend a broker based on our interest in receiving client referrals. The allocation of transactions to brokers who (or that have affiliates who) market Shenkman Group products or otherwise make our products available to their clients is subject at all times to our obligation to obtain best execution under the circumstances. 3.

Directed Brokerage

From time-to-time, certain Shenkman Group Clients have instructed the Shenkman Group to participate in “Directed Brokerage” arrangements for their accounts. Directed Brokerage refers to instances in which a Shenkman Group Client retains the discretion to choose brokers and instructs Shenkman to direct portfolio transactions (or a portion thereof) to a particular broker-dealer or set of broker-dealers in writing or via the respective investment management agreement or other contractual agreement in place between Shenkman and a Shenkman Group Client. A Shenkman Group Client should be aware that direction by a Shenkman Group Client to use a particular broker (or a prohibition from trading with certain brokers) to effect transactions could result in certain costs or disadvantages to such Shenkman Group Clients. Such costs may include higher brokerage commissions (because it may not be possible to aggregate orders to reduce transaction costs) and less favorable execution of transactions. By permitting Shenkman Group Clients to direct the Shenkman Group to execute their trades through a specified broker (or a prohibition from trading with certain brokers), the Shenkman Group may not make any attempt to negotiate prices or commissions on behalf of Shenkman Group Clients and, as a result, in such transactions Shenkman Group Clients may pay materially disparate spreads or commissions than they otherwise would.

B. CROSS TRADES The Shenkman Group executes cross trades (i.e., the simultaneous purchase and sale of an investment from one Shenkman Group Client to another Shenkman Group Client). Cross trades may be executed for different Shenkman Group Clients on the same or a different day on which we trade in the same investment for other Shenkman Group Clients to the extent that this occurs, it could give rise to a conflict of interest because Shenkman Group Clients acquiring securities through a cross trade would pay lower execution costs than Shenkman Group Clients purchasing these instruments through a broker-dealer and Shenkman Group Clients disposing of securities through a cross trade would receive higher execution proceeds than Shenkman Group Clients disposing of these instruments through a broker-dealer. The Shenkman Group usually executes cross trades directly among eligible Shenkman Group Clients but in certain cases may use a broker to effect the trade. The Shenkman Group believes cross trades benefit Shenkman Group Clients on both sides of the trade by minimizing the spread, mark-up or commissions that would be paid to a broker. In these instances, the purchase price generally reflects the mean of the bid and ask prices as quoted to us by a third-party pricing service or third-party brokers. If a broker is needed for the trade, the security is sold to a broker selected by the Shenkman Group and then sold by that broker to the other Shenkman Group Client(s) at the mean of the bid and ask prices plus a fee not greater than one quarter of a point (i.e., $0.25 per $100 principal amount). These “broker” cross trades may still benefit Shenkman Group Clients on both sides of the trade because the “selling Shenkman Group Client” sells the security for more than the bid price (i.e., the price it would have received in the open market) and the “buying Shenkman Group Client” purchases the security at less than the ask price (i.e., the price it would have paid in the open market). In all instances, the Shenkman Group acts in a manner consistent with its fiduciary duties. The Shenkman Group does not receive any fees in connection with cross trades. If an AIF fund participates in the cross trade, it must be executed in accordance with that fund’s policy and procedures. In addition, cross trades generally will not be conducted with an ERISA account (including a Shenkman Group Client that has substantial benefit plan investors

and is subject to ERISA), accounts of public retirement plans, or any accounts requesting to be treated as an ERISA account; provided, however, that the Legal and Compliance Department may permit any such cross trade between Shenkman Group Clients if it is executed in compliance with all applicable laws and regulations (e.g., Advisers Act, Investment Company Act, ERISA) and is in the best interest of all participating Shenkman Group Clients or is otherwise approved by the applicable Shenkman Group Client.

C. TRADE ERRORS The Shenkman Group has policies and procedures that address the identification and correction of trade errors3 that may occur in connection with the Shenkman Group’s management of Shenkman Group Clients. The Shenkman Group seeks to resolve each trade error in a manner it considers appropriate and consistent with its fiduciary duties. Not all mistakes or errors that are caused by the Shenkman Group will be considered trade errors, and not all losses associated with trade errors will be borne by the Shenkman Group, subject to the terms of the relevant Governing Documents. The Shenkman Group makes its determinations regarding trade errors pursuant to its policies and procedures on a case-by-case basis, in its discretion. The Legal and Compliance Department will review each trade error and will determine how it will be corrected. If a trade error results in a gain to a Shenkman Group Client account, the gain will normally remain in the applicable Shenkman Group Client account. Unless otherwise provided in the relevant Governing Documents, the Shenkman Group is responsible for its own trade errors and will reimburse Shenkman Group Client accounts for losses suffered due to its trade errors. The Shenkman Group is not, however, responsible for the errors of other persons, including third-party brokers and custodians, unless otherwise expressly agreed by the Shenkman Group. In determining and calculating whether a trade error results in a loss, the Shenkman Group generally looks to the transaction cost and principal gain or loss, plus any interest, dividend or other income received or accrued, unless Shenkman determines that applicable law or the advisory contract requires a different calculation methodology. Notwithstanding the foregoing, in connection with a trade error involving a Shenkman Group Client that is subject to ERISA, the Shenkman Group will not take into consideration the value of any interest, dividend, or other income when calculating whether the trade error results in a loss.

Trade errors include, but are not limited to: (a) purchases or sales of an incorrect or unintended financial instrument or number of financial instruments for a Shenkman Group Client account; (b) purchases or sales of financial instruments for the incorrect or unintended Shenkman Group Client account; (c) purchases or sales of financial instruments that are not authorized by the Shenkman Group Client’s investment guidelines or applicable law or regulation; (d) purchase or sale transpositions (where an intended purchase is entered as a sale, or vice versa) and similar clerical or other processing errors (e.g., incorrect input of corporate actions); and (e) trade misallocations.

The Shenkman Group does not receive economic benefits from non-clients in exchange for providing investment advice and other advisory services. Shenkman may enter into arrangements with third-party marketing firms, placement agents, consultants, capital introduction groups, broker-dealers and other persons (collectively, “Third-Party Marketers”) to solicit or refer prospective clients to Shenkman and/or prospective investors to certain private investment funds managed or sponsored by the Shenkman Group. Shenkman and/or its affiliates may compensate such Third-Party Marketers for these services. Compensation arrangements vary and may include, among other things, fixed fees, fees based upon a percentage of the management or other fees received by Shenkman or its affiliates with respect to a referred client or investor, or fees based upon the amount of assets invested or committed by a referred client or investor. The specific terms of any such arrangement are set forth in the applicable agreement with the Third-Party Marketer and, where applicable, are disclosed to the prospective client or investor in accordance with applicable law.

There are no disciplinary events to disclose.

A. REGULAR REVIEW Portfolio Managers communicate throughout the day with members of the Shenkman Group’s trading and research team to review the status of Shenkman Group Client investments and to provide instructions and guidance concerning pending transactions for Shenkman Group Clients. Our Portfolio Managers monitor all client accounts on a daily basis and conduct additional periodic reviews for client accounts, all under the supervision of senior management, including the firm’s Risk Committee. The Risk Committee oversees the execution of Shenkman’s investment strategies, as well as sets and adjusts investment parameters to calibrate the portfolios’ risk profile, in an effort to optimize the appropriate risk-adjusted returns. Additionally, the Legal and Compliance Department reviews Shenkman Group Client portfolios for compliance with each Shenkman Group Client’s investment guidelines and restrictions.

B. AD HOC REVIEW Changes in our outlook for the economy, the market, and other factors may trigger a review of a Shenkman Group Client’s account in addition to the regular account reviews discussed above.

C. CLIENT REPORTING Each separately managed account client receives (or has the opportunity to receive) the following regular written reports: (i) commentaries and newsletters including but not limited to (a) a quarterly Market Perspective Letter that discusses the markets and industry trends; (b) a periodic Under the Scope® letter that addresses specific market topics; and (c) a periodic ESG Newsletter; (ii) confirmations of all purchases and sales for its account; and (iii) monthly statements of investments held in the account, specifically setting forth the type of instrument, accrued income, book yield, current market yield and market value of the portfolio (including unrealized gains and losses, if any). Shenkman Clients typically obtain their monthly account statements through a secure, password protected portal on our website. Investors in our Sponsored Funds (other than CLOs/CBOs, or Mutual Funds) are generally provided with monthly or quarterly unaudited account statements and annual audited financial statements within 120 days after the fund’s fiscal year-end and, if applicable, tax information. Investors in our Mutual Funds are provided with semi-annual and annual reports in accordance with applicable regulations. CLO/CBO clients typically receive reports from the trustee for the CLO/CBO as to the CLO/CBO’s compliance with the underlying indenture requirements and the general performance of the vehicle. We also offer regular conference calls, in-person meetings and monthly account update letters to our clients and consider ad hoc and customized reporting requests. Shenkman has entered, and in the future may enter into, arrangements with certain Shenkman Group Clients and investors in Sponsored Funds that grant such Shenkman Group Clients or investors special or more favorable rights that are not available to all clients and investors. Such special or more favorable rights may include, but are not limited to: (i) different fee arrangements, which may include fee sharing arrangements; (ii) additional reporting and/or greater access to certain information; (iii) opportunities to meet or speak with Shenkman’s investment team; and (iv) key-person, material litigation and similar notification rights. If we determine that any of these side letters or agreements represents a variation that would be material to other investors, we will disclose it in an appropriate fashion. It should be noted that Shenkman Group Clients with separately managed accounts have more transparency regarding the positions held in their accounts than would be available to investors in Sponsored Funds. Additionally, the level of reporting and transparency available to investors differs from fund-to-fund depending on the fund structure and investment strategy, as well as the arrangements discussed in the preceding paragraph, and such differences may be meaningful. Although all investors within a Sponsored Fund generally receive similar information, an investor may request and receive information that is not otherwise provided in a Sponsored Fund’s regular reports to investors. The Shenkman Group will only provide information that it would provide to any investor within the applicable Sponsored Fund that requests the information, but such information may provide the receiving investor with greater insight into the Sponsored Fund’s activities. This may enhance such investor’s ability to make investment decisions with respect to the Sponsored Fund.

We do not maintain custody of separately managed account client assets. We may, however, be deemed to have custody of client assets for purposes of the Advisers Act if we deduct our advisory fees directly from a client’s account. As previously disclosed in “Item 5: Fees and Compensation”, in limited circumstances, certain clients have instructed us to deduct advisory fees from their accounts. Because the clients’ custodians would not calculate or review the amount of the fee deducted, these clients are urged to carefully review their custodial statements and compare them to any account statement that we may send, and, prior to processing the deduction of any management fees, we obtain written confirmation from the applicable client(s) that the client(s) received quarterly account statements from their custodian. We are also deemed to have custody of the assets of our Sponsored Funds (other than Mutual Funds and CLOs/CBOs). The financial statements of these funds are audited at least annually by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board. We distribute these audited financial statements (prepared in accordance with generally accepted accounting principles) to the investors in the applicable Sponsored Funds within 120 days of the fund’s fiscal year end. If, in the future, we enter into an arrangement with a separately managed account client pursuant to which we are deemed to have custody of such client’s funds or securities, we will comply with the applicable requirements of Rule 206(4)-2 under the Advisers Act.

We primarily manage clients’ assets on a discretionary basis. Prior to managing those assets, we enter into a written agreement that sets forth the scope of our discretion. Unless otherwise instructed or directed by a client, we have the authority to determine: (i) the securities to be purchased and sold for the client account (subject to restrictions on its activities as set forth in the applicable investment advisory agreement and any written investment guidelines); and (ii) the amount of securities to be purchased or sold for the client account. Because of the differences in client investment objectives and strategies, timing of subscriptions and redemptions, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held. Additionally, when we act on behalf of a Sponsored Fund, or in our capacity as general partner or investment adviser to a Sponsored Fund, our authority to select the identity and amount of securities to be bought or sold is limited by that fund’s offering documents. We do not employ leverage or margin unless authorized to do so by the client or a Sponsored Fund’s offering documents. Although we do not currently provide advisory services to clients on a non-discretionary basis, we may enter into arrangements to provide such services in the future. With respect to any such arrangements, the Shenkman Group would not be deemed to have regulatory assets under management with respect to the assets for which it provides non-discretionary advisory services.

A. SHENKMAN’S PROXY VOTING AUTHORITY Investment advisory agreements with Shenkman Clients typically grant us authority to vote proxies on behalf of our separately managed account clients. The offering documents for our Sponsored Funds also typically grant us authority to vote their proxies. The Shenkman Group maintains a Proxy Voting Policy and Procedures in accordance with Rule 206(4)-6 of the Advisers Act. The Shenkman Group seeks to vote proxies in Shenkman Group Clients’ best interests and in accordance with these Proxy Voting Policy and Procedures. In the case of bonds, loans or other instruments, we also take action pertaining to amendment and consent requests (e.g., a request to amend a bond’s indenture) as well as bankruptcy and reorganization proposals, as applicable (e.g., a proposal to restructure a debt security where the underlying issuer is in bankruptcy). The Shenkman Group will take action that it deems appropriate and in the best interests of Shenkman Group Clients with respect to such corporate actions. Such action may include abstaining where the Shenkman Group believes that the cost of voting exceeds the benefit of voting (e.g., the Shenkman Group can abstain where it believes it has a de minimis position or that voting will not have a material impact on the portfolio). From time to time, the Shenkman Group may also submit proofs of claims in connection with class action lawsuits. From time to time, conflicts of interest arise due to the size and nature of the Shenkman Group’s operations and the fact that Shenkman Group Clients invest in various securities or issues of the same company with different priorities and interests. If a material conflict of interest arises, the Shenkman Group’s Conflicts Committee will determine whether voting in accordance with its policies and procedures is in the best interests of the Shenkman Group Clients involved. Under no circumstances will the Shenkman Group place its own interests ahead of the interests of the Shenkman Group Clients in voting proxies, and the Shenkman Group seeks to vote proxies at all times in accordance with its fiduciary duties. If the Shenkman Group determines that the proxy voting policies do not adequately address a material conflict of interest related to a proxy, the Shenkman Group will provide the affected Shenkman Group Client with copies of all proxy solicitation materials received by the Shenkman Group with respect to that proxy, notify the Shenkman Group Client of the actual or potential conflict of interest, and of the Shenkman Group’s intended response to the proxy request (which response will be in accordance with the policies set forth in this statement), and request that the Shenkman Group Client consent to the Shenkman Group’s intended response. If the Shenkman Group Client consents to the Shenkman Group’s intended response or fails to respond to the notice within a reasonable period of time specified in the notice (provided that the Shenkman Group has exercised reasonable efforts to obtain the client’s response), the Shenkman Group will vote the proxy as described in the notice. If the Shenkman Group Client objects to the Shenkman Group’s intended response, the Shenkman Group will vote the proxy as directed by the Shenkman Group Client. Each client may obtain a copy of the Proxy Voting Policy and Procedures and a record of how the Shenkman Group voted its proxies by contacting us via email at legal@shenkmancapital.com or by calling (212) 867-9090.

B. CLIENT PROXY VOTING AUTHORITY If a Shenkman Client does not give us authority to vote its proxies, we consult with that Shenkman Client to determine the appropriate course of action to be taken in accordance with the Shenkman Client’s preference and instructions.

Shenkman has never filed for bankruptcy and we have no financial commitments that are likely to impair our ability to meet our contractual commitments to our clients.