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Oaktree Capital Management, L.P.: investment adviser
Oaktree Capital Management, L.P. is an investment adviser registered with the SEC (file 801-48923, CRD 106793). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $183.3B
- Discretionary
- 99%
- Accounts
- 620
- Employees
- 905
- In advisory roles
- 282
- Disclosures
- 2
SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 275 | $149.3B | 81.5% |
| Pension and profit-sharing plans | 37 | $9.9B | 5.4% |
| Charities | 1 | $309.2M | 0.2% |
| State and local governments | 12 | $5.5B | 3.0% |
| Other advisers | 2 | $394.4M | 0.2% |
| Insurance companies | 30 | $15.6B | 8.5% |
| Sovereign wealth funds | 1 | $283.1M | 0.2% |
| Corporations | 12 | $1.6B | 0.9% |
| Other: Endowments, foundations | 3 | $393.9M | 0.2% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for individuals and/or small businesses
- Portfolio management for pooled investment vehicles (other than investment companies)
- Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Oaktree Capital Management GP, | Company (U.S.) | General and limited | D 50% to 75% | Sep 2019 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Atlas Holdings II LLC | Oaktree New | Company (U.S.) | E 75% or more | Yes | |
| Atlas Subco Holdings LLC | Atlas Holdings II | Company (U.S.) | E 75% or more | Yes | |
| Atlas Top LLC | Atlas Subco | Company (U.S.) | E 75% or more | Yes | |
| Brookfield U.S., Inc. | Atlas Top LLC | Company (U.S.) | E 75% or more | Yes | |
| Brookfield US Holdings Inc. | Brookfield U.S., | Company (outside the U.S.) | E 75% or more | Yes | |
| Oaktree Capital Holdings, LLC | Oaktree Capital | Company (U.S.) | E 75% or more | Yes | |
| Oaktree New Holdings LLC | Oaktree Capital | Company (U.S.) | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.
Item 11 questions answered Yes
These questions cover the firm and its advisory affiliates.
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: entered an order against you or any advisory affiliate in connection with investment-related activity?
- Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
Actions about the firm (2)
- Sep 25, 2024Regulatory Action: SEC FinalSanctions: Civil and Administrative Penalt(ies) /Fine(s); Cease and desist · Fine: $375,000 · Begun Sep 25, 2024 · Resolved Sep 25, 2024 · Order · Docket ADMINISTRATIVE PROCEEDING FILE NO. 3-22179
The SEC found that Oaktree Capital Management, L.P. failed to timely file required section 16(a) reports and failed to timely file schedule 13d and schedule 13g amendments and therefore violated and caused violations of sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and rules 13D-2 and 16A-3 promulgated thereunder.
The order is final
On September 25, 2024, the SEC accepted Oaktree's offer to resolve an investigation involving sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and rules 13D-2 and 16A-3 thereunder, which require certain investors, like Oaktree, that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes. Oaktree cooperated immediately and fully with the SEC's investigation, and, without admitting or denying the SEC's findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of sections 13(d) and 16(a) of the Exchange Act and rules 13D-2 and 16A-3 thereunder and to pay a $375,000 penalty. No information Filed
- Jul 10, 2018Regulatory Action: SEC FinalSanctions: Cease and Desist; Civil penalty and censure · Fine: $100,000 · Begun Jul 10, 2018 · Resolved Jul 10, 2018 · Order · Docket ADMINISTRATIVE PROCEEDING FILE NO. 3-18585
The SEC alleged that in three instances, Oaktree provided advisory services for compensation for two years to a state or local governmental investor after a "covered associate" of Oaktree made a personal campaign contribution to a candidate for a governmental position which had the ability to influence the selection of investment advisers for that governmental investor, in technical violation of rule 206(4)-5 under the Advisers Act (the SEC's "pay-to-play" rule for investment advisers). These non- scienter based violations took place in 2014 and 2016.
Oaktree paid a civil monetary penalty in the amount of $100,000 within 10 days of the entry of the order.
The action was resolved pursuant to an SEC order dated July 10, 2018: in the matter of Oaktree Capital Management, L.P., administrative proceeding file no. 3-18585. Without admitting or denying the findings except as to the commission's jurisdiction over it and the subject matter of these proceedings, Oaktree consented to the entry of the order that Oaktree (I) cease and desist from committing or causing any violations and any future violations of section 206(4) of the Advisers Act and rule 206(4)-5 thereunder; (II) is censured; (III) pay a civil money penalty of $100,000 to the SEC.
Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Form ADV Part 2A/Brochure of Oaktree Capital Management, L.P., filed Aug 17, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
a. advisory business Oaktree Capital Management, L.P. (“Oaktree” or “we”) was founded in April 1995 and is a leader among global investment managers specializing in alternative investments. Oaktree manages assets across a wide range of investment strategies including Credit, Equity, and Real Estate, described more fully in Item 8 below. Oaktree offers investment advisory services in the investment strategies more fully described in Item 8 below to clients with separately managed accounts (“Managed Accounts”) and to private limited partnerships and other investment vehicles (“Managed Funds”) for which either Oaktree or an affiliate acts as general partner and/or investment manager.
Read the rest of Item 4 (405 more words)
Our Managed Funds may include any separately managed accounts structured as a limited partnership or limited liability company managed by us with the client as the limited partner or non-managing member. Our Managed Accounts and Managed Funds are sometimes referred to in this brochure collectively as “accounts” or “Oaktree Accounts.” Clients establish Managed Accounts with Oaktree by depositing funds or securities into accounts maintained by qualified independent custodians and granting Oaktree discretionary authority to invest such funds pursuant to each client's investment needs, objectives, and restrictions as stated in each client's management agreement and other account documentation with Oaktree. The investment objectives and restrictions of Managed Funds are detailed in the relevant Managed Fund’s governing documents. The principal owners of Oaktree are Oaktree Capital Group Holdings, L.P. and Oaktree Capital Management GP, LLC. References to Oaktree and we, as the
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context requires, include non-U.S. affiliates that provide investment advisory services to accounts. Ten of those affiliates are relying advisers of Oaktree and are more fully described under Item 10 below. As of December 31, 2025, we managed $181,380,866,313 on a discretionary basis and $1,905,983,899 on a nondiscretionary basis.
b. brookfield Brookfield Corporation and Brookfield Asset Management Ltd. own 100% of the Oaktree business following Brookfield’s acquisition in July 2026. While Brookfield and Oaktree currently operate their respective investment businesses largely independently, partnering to leverage their strengths, with each remaining under its own brand and led by its own management and investment teams, and Oaktree and Brookfield generally managing their investment operations independently of each other subject to an information barrier between the firms, it is likely that Brookfield and Oaktree will coordinate in many areas more closely than they have in the past. Excluding Brookfield Public Securities Group LLC (CRD # 110497), Oaktree does not consider Brookfield or its affiliates to be its “advisory affiliates” or “related persons” for purposes of this Form ADV. For more information regarding Brookfield and its affiliates, please refer to the Form ADV of Brookfield affiliated investment advisers: BAM Credit and Insurance Solutions Advisor LLC (CRD # 312792), Brookfield Asset Management Private Institutional Capital Adviser (BMG), LLC (CRD # 312797), Brookfield Asset Management Private Institutional Capital Adviser (Canada), LP (CRD # 151605), Brookfield Asset Management Private Institutional Capital Adviser US, LLC (CRD # 151599), Brookfield Renewable Energy Group LLC (CRD # 316590), and Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P. (CRD # 171207).
Item 5. Fees and compensation
a. compensation for advisory services The description below of our fees and compensation is intended to provide a brief summary of the more typical fee structures shared by certain types of Oaktree Accounts and is not intended to depict every scenario where such structures may differ. Please refer to Oaktree Accounts’ governing documents for specific details regarding all fees and expenses for specific accounts.
Read the rest of Item 5 (14,133 more words)
(1) Management Fees As investment adviser or sub-adviser of the Managed Funds, Oaktree or its affiliates generally receives management fees on a monthly or quarterly basis based on annual fee rates, the amount of which varies depending upon the relevant Managed Fund and is set forth within the terms of the relevant governing document, investment management agreement or sub-advisory agreement of such Managed Fund. In the case of our closed-end Managed Funds, management fees during the investment period of such funds are typically calculated as a fixed percentage, typically in the range of 0.75% to 1.75% per year, based on either (i) total committed capital, (ii) aggregate contributed capital, which includes drawn capital or borrowings incurred in lieu of drawing capital (including capitalized interest expense) and the amount of any capitalized Deal Fees (as defined below) or expenses, or (iii) cost basis of permitted investments. During the liquidation period of certain closed-end Managed Funds, the management fee generally remains the same fixed percentage, typically applied against the lesser of the aggregate contributed capital (including indebtedness incurred in lieu of drawing capital (including capitalized interest expense) and the amount of any capitalized Deal Fees or expenses) and the cost basis of permitted investments. For certain closed-end Managed Funds, the management fee is calculated as a fixed percentage based on the cost basis of permitted investments during the life of such funds. Oaktree’s right to receive management fees from a closed-end Managed Fund typically ends or reduces after 10 or 11 years from the start of such fund’s investment period, even if assets remain to be liquidated.
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For Oaktree’s open-end and evergreen Managed Funds, the management fee is generally based on the net asset value of the relevant fund. Generally, our open-end Managed Funds pay management fees ranging from 0.40% to 0.80% of the net asset value of the relevant fund per year, paid monthly or quarterly. Our evergreen Managed Funds pay a management fee typically quarterly, ranging from 0.9% to 1.5% per year, based on a fixed percentage of the net asset value of the relevant fund. Additionally, collateral management fees for certain of our Managed Funds that are structured as collateralized loan obligation vehicles (“CLOs”) are payable in arrears only to the extent that funds are available in accordance with the priority of payments described in the governing documents of such CLOs and may include a performance fee in the event that certain subordinated note return thresholds are exceeded. Management fees for Managed Accounts vary and are negotiated between Oaktree and the client, and take into consideration the scope of management involved, the size of the account, and the particular investment objectives and needs of each client. Oaktree is permitted to charge a Managed Fund an additional fee (the “Small Commitment Fee”), in respect of, and borne only by, those investors whose capital commitments are below a certain threshold, as Oaktree may determine in its sole discretion. The Small Commitment Fee is intended to cover certain administrative expenses incurred by Oaktree and/or its affiliates. Oaktree also provides clients with multi-strategy investment allocation. Assets in a multi-strategy account may be allocated and managed by Oaktree in Managed Accounts or Managed Funds. A multi-strategy allocation account may be charged a flat fee, or in accordance with the applicable fee (or weighted average) for the Managed Account or Managed Fund in which the assets are invested, as negotiated by the client and Oaktree. Oaktree has afforded, and may in the future in its sole discretion and without disclosure to any other investors, afford certain investors in Managed Funds or clients of Managed Accounts more favorable economic terms than other investors in the same Managed Fund or other clients of Managed Accounts within the same or similar investment strategy, including (without limitation) with respect to both management and performance-based fees, generally based on the timing and aggregate size of commitments of such investor or client, as applicable, to one or more accounts managed by Oaktree or its affiliates. Any fees are permitted to be reduced or waived entirely by Oaktree or its affiliates in their sole discretion. (2) Performance-Based Fees Oaktree and its affiliates have the potential to earn performance-based compensation in the form of performance fees or profit/incentive allocations from our closed-end and evergreen Managed Funds. The amount of such performance-based compensation and the calculation and timing of payment of such compensation are set forth in the terms of the governing documents of such Managed Fund. Generally, for closed-end Managed Funds, we are entitled to receive up to 20% of the realized profits of a fund’s aggregate investments after such fund first distributes all contributed capital from the inception of the fund plus an annual preferred return to its investors. As a result, Oaktree generally receives a profit or incentive allocation from a closed-end Managed Fund, if any, in the latter part of a fund's life, although earlier in such fund's term we may receive tax distributions to cover our allocable share of income taxes. With respect to certain of our evergreen Managed Funds, we typically receive annual performance-based compensation up to 20% of the year's profits, subject to either a high-water mark or hurdle rate. A highwater mark refers to the highest historical net asset value attributable to an investor's account. For funds that have a high-water mark, this means that Oaktree does not earn annual performance fees with respect to an investor in such fund if such investor’s year-end net asset value is lower than any prior year's net asset value, excluding any contributions or redemptions.
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Certain Managed Accounts pay performance-based fees based on terms reflected in the investment management agreement. In the case of certain open-end and evergreen Managed Funds and certain Managed Accounts, Oaktree is permitted to charge a lower management fee than that applicable to the relevant strategy based on the potential to earn performance-based fees, typically in reference to a relevant benchmark index or hurdle rate. Generally, any eligible employee, officer or director of Oaktree, an Oaktree affiliate or Brookfield (or their respective family trusts or other estate planning vehicles which they control), as well as certain former employees, who invests his or her own capital in a Managed Fund (including through a separate pooled investment vehicle for employees) or receives ownership in a particular investment or Managed Fund as compensation is not subject to paying any performance-based fees and/or management fees to Oaktree or its affiliates. In some cases, these terms will cease when the individual ceases to be affiliated with Oaktree, an Oaktree affiliate or Brookfield. (3) Transaction-Based Fees Generally, for Managed Funds and certain Managed Accounts, any transaction and monitoring fees (including fees and income paid by portfolio companies), directors’ fees, investment banking fees, break-up fees, advisory fees, success fees or other similar fees or compensation received by Oaktree or its affiliates, or by the respective employees, officers or senior executives of any of the foregoing, in connection with investments, net of any related unreimbursed expenses paid by Oaktree or its affiliates (collectively, “Deal Fees”), will reduce on a dollar-for-dollar basis the applicable management fee and in certain cases, to the extent necessary to absorb any excess Deal Fees, performance-based compensation (including carried interest) otherwise payable to Oaktree or its affiliates. In other cases, excess Deal Fees will not offset performancebased compensation (including carried interest) and excess Deal Fees that are not applied to reduce the management fee will be distributed back to investors at the end of the relevant Managed Fund’s life, subject to each investor’s election in the relevant agreement. To the extent that no election is made by the investor, Oaktree will keep such excess Deal Fees. For example, an arrangement may be established in which portfolio companies pay transaction fees or monitoring fees to Oaktree, including monitoring arrangements that include acceleration of such fees or early termination payments equal to the monitoring fees that would have been earned had the monitoring arrangement continued on such terms as Oaktree deems appropriate in its sole discretion. In many cases with respect to the implementation of such arrangements, there is not an independent third party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest may exist in the determination of any such fees and other terms in the applicable agreement with the portfolio company, which may be more favorable to Oaktree or its affiliates than terms that would otherwise be available on an arm’s-length market basis. There is also a risk that such fees could exceed available management fee offsets, resulting in an economic benefit to Oaktree or its affiliates at the expense of investors or clients, or that Oaktree or its affiliates will benefit from the accelerated timing of monitoring fees relative to the timing on which management fees would otherwise be paid. In addition, former Oaktree personnel have and may in the future become employees, officers or directors of, or otherwise engaged by, portfolio companies, including in their capacity as Investment Related Consultants (as defined below). Also, current Oaktree personnel have and may in the future be temporarily seconded to, or otherwise engaged by, certain portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. Those companies may pay such persons directors’ fees, salaries, consultant fees, other cash compensation, stock options or other compensation and incentives and may reimburse such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. No compensation earned by former Oaktree personnel offsets the management fee, whether or not such former personnel has a remaining interest in a Managed Fund’s general partner or affiliated entity. Oaktree may also advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by Oaktree to such persons will typically be reduced to reflect amounts paid directly or indirectly by the
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portfolio company even though the management fee paid or carried interest distributed by the Managed Fund to Oaktree will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by Oaktree and reimbursed by a portfolio company) will not be treated as Deal Fees and will not be offset against the management fees or any carried interest distributions otherwise payable to Oaktree or its affiliates, if applicable. All or a portion of any such compensation and incentives will be borne by the Managed Fund, directly or indirectly, via its ownership interest in such portfolio company. Conversely, in the event that Oaktree employs a person that previously received compensation from a portfolio company, investors will only receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with Oaktree, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain instances, whether an individual who provides services to a portfolio company should be characterized as an Investment Related Consultant (as defined below), an employee or former employee of Oaktree, or a seconded employee may be unclear. In such cases, Oaktree will make a determination in good faith based on its evaluation of the relevant facts and circumstances. The reduction of the management fee and, in certain cases to the extent necessary under the applicable governing documents, the performance-based compensation with respect to Deal Fees received relating to an investment held by more than one account, will be generally allocated pro rata between the accounts on the basis of their respective invested capital in the investments giving rise to such Deal Fees on a fully diluted basis. For the avoidance of doubt, it is intended that proceeds received in respect of certain accounts’ commitment or agreement to make a proposed investment (e.g., breakup fees, termination fees, transaction litigation proceeds and commitment fees), other than any amounts intended to reimburse Oaktree or its affiliates for their costs and expenses, will be paid to an account, a blocker corporation or a subsidiary and not to Oaktree or any of its affiliates, and therefore such proceeds shall not be Deal Fees. For certain Managed Funds, the applicable management fee will not be reduced by (i) any fees received directly or indirectly from a portfolio company, proposed portfolio company or other person, in each case, in respect of any investor or potential investor (other than a Managed Fund, any alternative investment vehicle, any parallel fund or account) in such portfolio company, proposed portfolio company or other person, or the portion of the capital provided or proposed to be provided for investment thereby, (ii) amounts of any fees received directly or indirectly by Oaktree or any of its affiliates that are attributable to interests in the Managed Fund held by Oaktree or its affiliates (including any affiliated limited partner) paying reduced (to the extent of such reduction) or no management fees and any such fees attributable to the interests in the Managed Fund held by Oaktree or its affiliates or any partner (including any affiliated limited partner) paying reduced (to the extent of such reduction) or no management fees may be retained by Oaktree and its affiliates, or by any employees, officers or senior executives of Oaktree or its affiliates, as applicable, (iii) any fees received directly or indirectly by Oaktree or any of its affiliates with respect to a co-investment arrangement or other third parties (including any current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) (whether or not the investors in any such co-investment arrangement or other third parties bear any management fee or similar fee, and whether or not any such management fee or similar fee (if any) is offset by such fees), (iv) any fees received directly or indirectly by Oaktree or any of its affiliates with respect to investments following the sale thereof by the Managed Fund to the extent permitted under the governing documents, (v) fees and other compensation received by persons who serve as directors of portfolio companies of the Managed Fund at the request of Oaktree or its affiliates and who are not employees, officers, senior executives or directors of Oaktree or any of its affiliates, (vi) fees and other compensation paid to (or paid by Oaktree and reimbursed by a portfolio company in respect of) (x) former Oaktree employees who have become employees, officers, board observers or directors of portfolio companies, (y) other Oaktree employees who are temporarily seconded to or engaged by, portfolio companies or (z) certain members of Oaktree’s operations teams as set forth in the accounts’ governing documents, (vii) amounts received directly or indirectly by Oaktree or any of its affiliates in respect of (x) any special purpose acquisition company (a “SPAC”) and/or entity formed for the primary purpose of Page 5 of 75
forming, sponsoring, controlling and/or managing a SPAC (a “SPAC Sponsor”) not allocable to the Managed Fund’s direct or indirect interest (if any) in such SPAC and/or SPAC Sponsor or (y) a portfolio company whose securities are transferred to, or which is the subject of a merger or other transaction with respect to, such SPAC and/or SPAC Sponsor or (viii) any origination or finder’s fees, or structuring, arranging, syndication or financing fees, underwriting fees, financial advisory fees, broker-dealer fees, investment banking fees, servicing, administration and other service fees, spreads or commissions, flat fees, bonuses, retainers or any servicing fees or any incentive-based compensation or other similar fees or other compensation, and/or expense reimbursement arrangements paid, directly or indirectly, by or on behalf of such Managed Fund or any portfolio company attributable to services provided by Portfolio Service Providers (as defined below) (including, for the avoidance of doubt, any such fees or compensation received and/or allocable to such Portfolio Service Providers from proceeds relating to the applicable permitted investment or investment opportunity originated, sourced, diligence, structured, arranged, syndicated, financed or serviced by such Portfolio Service Providers) or any portion of such fees or compensation received by, or that indirectly benefit, Oaktree, Brookfield or their respective affiliates by virtue of their ownership of all or any portion of such Portfolio Service Provider. Any award of a stock option or other forms of equity or other non-cash compensation in the ordinary course received by any personnel of Oaktree or its affiliates in connection with an investment will not offset the management fee unless such stock option or other forms of equity or other non-cash compensation has been transferred or conveyed directly to Oaktree (or an affiliate) under the applicable documents or agreements governing such stock option or other forms of equity or other non-cash compensation and Oaktree actually monetizes or otherwise realizes value of such stock option or other forms of equity or other non-cash compensation. For the avoidance of doubt, Oaktree also will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer portfolio companies. Managed Funds and Managed Accounts that do not pay management fees generally do not receive the benefit of any offset, and accounts that pay a lower fee will receive a proportionately lower offset. Deal Fees will be offset only to the extent they are paid during the holding period of the relevant Managed Fund or Managed Account. There can be no assurance that the amount of Deal Fees charged will be proportional to the amount of hours of work performed or tangible work product generated on behalf of an investment.
b. deduction of fees Management Fees. For Managed Accounts, clients are generally billed directly for management fees.
For
Managed Funds, the management fees are typically deducted from the assets of the Managed Fund.
Performance-Based Compensation. For Managed Accounts, clients are generally billed directly for performance-
based compensation, if any. For Managed Funds, performance-based compensation is allocated and paid to Oaktree or its affiliates from the assets of the Managed Fund.
Timing. Generally, management fees for Managed Accounts are charged quarterly. For Managed Funds,
management fees may be charged either quarterly or monthly. To the extent that an Oaktree Account is in existence less than a full payment period, the respective management fee will be pro-rated. Generally, performance-based fees for closed-end Managed Funds, if any, are charged in the latter part of such fund’s life after it has distributed all contributed capital and preferred return distributions to the investors. Performancebased fees for evergreen Managed Funds and certain Managed Accounts are typically charged annually subject to the high-water mark or hurdle rate.
c. fees paid in advance and refunds Depending on the Managed Fund, management fees may be charged in advance or in arrears. Management fees for our Managed Accounts are generally charged in arrears. An investor in our open-end or evergreen Managed Funds that is paying fees in advance has the ability to withdraw from such Managed Fund, where permitted by the applicable governing documents, and Oaktree has the ability to terminate its services with an open-end or evergreen Managed Fund, in either case in accordance Page 6 of 75
with the terms of the applicable governing documents. However, investors are generally not permitted to withdraw prior to the period covered by such fees. An investor in our closed-end Managed Funds generally does not have the ability to withdraw from the closedend fund, except under certain limited circumstances.
d. expenses (1) Account Operating Expenses Subject to its governing documents, an account is expected to also bear out-of-pocket costs, fees, expenses and liabilities that are incurred by, or arise out of the operation and activities of or are allocable or otherwise are related to, such account, or any other vehicle created to facilitate the account’s investment program, including those incurred by Oaktree or its affiliates on behalf of or that are allocable to such account, including:
costs, fees, expenses and liabilities relating to the sourcing, developing, evaluating, negotiating, structuring, acquiring, bidding on, committing to, holding, administering, monitoring, financing (including guarantees and all forms of leverage), refinancing, managing, restructuring, disposing, taking public or private, selling, winding up, liquidating, trading and hedging of investments (and proposed but unconsummated investments, as applicable), including appraiser, retainer, finder, placement, adviser, consultant (including Investment Related Consultants, as defined below), custodian, sub custodian, depositary, transfer agent, disbursal, brokerage, registration, legal and other similar costs, fees and expenses, in each case, to the extent that such costs, fees and expenses (including certain general partner registration expenses) are not reimbursed by a portfolio company, an issuer or other third party; reasonable travel, accommodations, meals, entertainment and related expenses associated therewith, which may include business or first class airfare and, in limited circumstances, private air travel (including reimbursement of Oaktree or its employees for use of aircraft owned or leased by them), in each case, consistent with Oaktree’s travel policies, provided that such travel and related expenses are related to (i) permitted investments (whether consummated or proposed but unconsummated), including in each case, those incurred in connection with the sourcing, developing, evaluating, negotiating, structuring, acquiring, bidding on, committing to, holding, administering, monitoring, financing (including guarantees), refinancing, managing, restructuring, disposing, taking public or private, selling, winding up, liquidating, trading and hedging thereof, (ii) meeting with or reporting to one or more investors or their representatives or (iii) the provision of services to and the administration of an account; Bloomberg fees, research and software expenses, and other expenses incurred in connection with data services providing price feeds, news feeds, securities and company information, company fundamental data, and “S&P Index Alerts” attributable to such investments; costs, fees and expenses for other third-party research (including calls, meetings and conferences hosted by third party research providers), news, industry information, analytics and expert networks/research resources (including information, analytics and resources derived from services provided by Portfolio Service Providers that are retained by the account, Oaktree or its affiliates); costs, fees and expenses for support services (including data processing, trading, settlement, client relations, reporting, accounting, legal, compliance, tax support and other services) outsourced to thirdparty service providers (including third-party administrators (including third parties who perform antimoney laundering diligence in connection with the ongoing participation of investors in the account) and including service providers that may be exclusive to Oaktree); legal, compliance, custodial, depositary (including a depositary appointed pursuant to the AIFM Directive or pursuant to any national private placement regime in any jurisdiction), compliance with the AIFM Directive, Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended) and the implementation thereof (“CISA”) and/or the Swiss Financial Services Act 2018 (“FinSA”) (including, but not limited to, the appointment of a Swiss representative and paying agent), trading, settlement, client relations, reporting, auditing, accounting and banking costs, fees and expenses, including for Page 7 of 75
example, costs, fees and expenses attributable to or associated with (i) reporting, filing and other compliance requirements (other than the initial registrations, filings and compliance requirements that are categorized as organizational expenses) contemplated by the AIFM Directive or any national private placement regime in any jurisdiction (including any reporting required in connection with Annex IV of the AIFM Directive) the CISA and/or the FinSA, the EU Sustainable Finance Disclosure Regulation and/or the EU Taxonomy Regulation (as required), (ii) locally licensed intermediaries or distributors that the Managed Fund, Oaktree or its affiliates are required to engage in particular jurisdictions and where such costs, fees and expenses relate to the ongoing participation in the Managed Fund by any investors (which, for the avoidance of doubt, such costs, fees and expenses shall not be deemed to be placement fees or organizational expenses as defined in the governing documents), (iii) legal, compliance, trading, settlement, client relations, accounting, reporting and information management software, extranet tools, web portals and computer systems and other technology used in connection with an account and its activities, including with respect to administrative investment structures and offices used in various jurisdictions, (iv) in the case of a Managed Fund, the preparation and filing (as relevant) of financial statements, tax returns and Schedule K-1s (or equivalent forms), (v) the preparation and filing of various foreign tax withholding and treaty forms, and (vi) the representation of a Managed Fund or its investors by the partnership representatives or designated individual for such Managed Fund; appraisal and valuation costs, fees and expenses, including costs, fees and expenses of independent appraisal or valuation services or third-party vendor price quotations; costs, fees and expenses related to tax structuring of the Managed Fund (including tax structuring during the organizational process) and of organizing persons, including any subsidiary or alternative investment vehicle, through or in which permitted investment may be made; costs, fees and expenses that are classified as extraordinary expenses under U.S. generally accepted accounting principles (“GAAP”); premiums and fees for insurance to benefit, directly or indirectly, such entities, the holders of interests therein, Oaktree or its affiliates or their respective shareholders, partners, members, officers, directors, employees, and agents, with respect to liabilities to any person in connection with the affairs of such entities and for directors’ and officers’ liability insurance or other similar insurance policies, including errors and omissions insurance, crime coverage, general partnership liability insurance and financial institution bond insurance (including an account’s pro rata share of expenses with respect to policies whose costs and benefits are expected to be shared with other Oaktree Accounts); taxes and/or tax-related interest or penalties (subject to certain exceptions set forth in the limited partnership agreement) and other governmental charges, fees and duties (including any penalties incurred where the Managed Fund or Oaktree lacks sufficient information from third parties to file a timely and complete tax return or other tax form (except to the extent that the account is reimbursed therefor by a partner or such tax, charge or fee is treated as having been distributed to the partners pursuant to the limited partnership agreement, but the Managed Fund may advance such amounts pending such reimbursement)) and all expenses incurred in connection with any tax audit, investigation, third-party examinations, litigation, settlement or review of the account and the amount of any judgments, fines, remediation or settlements paid in connection therewith; damages and other costs, fees and expenses relating to litigation or other matters that are the subject of indemnification rights; costs of compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and reporting, filings, notifications or other disclosures to regulatory and tax authorities in any jurisdiction in which an account, Oaktree, an Oaktree affiliate, any portfolio company, any issuer or other entity owned directly or indirectly by an account invests, is organized or is marketed or otherwise directly or indirectly conducts business related to an account or its investments, including without limitation the U.S. Securities and Exchange Commission (“SEC”), the U.S. Commodity Futures Trading Commission (the “CFTC”), the U.S. National Futures Association (“NFA”), the U.S. Treasury, the U.S. Internal Revenue Service (the “IRS”) Page 8 of 75
and other national, state, provincial or local regulatory and tax authorities in any country or territory (for example, (i) compliance with Form PF, Form TIC, Form SLT filings, FATCA-related filings, FBAR reporting, Form CPO-PQR and Form CTA-PR in the United States, notices, reports and/or filings in accordance with the AIFM Directive, the CISA, the FinSA and/or the European Securities and Markets Authority, registrations and/or filings in accordance with the Private Funds Act (as amended) of the Cayman Islands, and (ii) filings related to the offering of Managed Fund interests in particular jurisdictions to the extent applicable), provided that the costs of Oaktree’s general compliance with the U.S. Investment Advisers Act of 1940, as amended (“Investment Advisers Act”), such as preparation and updating of Form ADV, will be borne by Oaktree; costs, fees and expenses of reporting to, or on behalf of, investors; costs, fees and expenses of communications, conferences and meetings of or with one or more investors; any costs and expenses incurred in connection with attending industry conferences; costs and expenses incurred in connection with managing and facilitating stakeholder relationships, which may include attendance at or sponsorship of civic events in such communities, as well as contributions to charitable initiatives or other non-profit organizations, to the extent that Oaktree believes such activities could, directly or indirectly, enhance the value of the Managed Fund’s investments or otherwise serve a business purpose for, or be beneficial to, the Managed Fund or its portfolio companies; costs, fees, liabilities and expenses relating to the incurrence and repayment of indebtedness of a Managed Fund, including intermediate holdings companies or portfolio companies thereof (together with any interest and other amounts payable thereon and fees and expenses related thereto including, but not limited to, the arranging thereof and any related expenses or professional fees incurred in connection with any procedure reports for lenders and any indemnification obligations); any costs and expenses arising from any foreign exchange or other currency transactions; sales, leasing, underwriting, structuring, arranging, syndication, origination and brokerage fees and commissions, development fees, prime brokerage fees, loan administration and servicing fees, commitment fees, custodial expenses, trustee expenses, record keeping expenses and other similar costs, fees and expenses incurred in connection with investments and the financing thereof, including for the avoidance of doubt, costs, fees and expenses attributable to originating, sourcing, diligencing, structuring, arranging, syndication, financing and servicing provided to a Managed Fund or Managed Account or any portfolio company by Portfolio Service Providers (as defined below) (including incentive-based compensation or other compensation, in each case, paid, directly or indirectly, by or on behalf of the Managed Fund or Managed Account or any portfolio company to, or in respect of, such Portfolio Service Providers and costs and expenses relating to the formation, and establishment and price validation of any such Portfolio Service Providers) and, in each case, that are without duplication of any such fees or compensation received and/or allocable to such Portfolio Service Providers from proceeds relating to the applicable permitted investment or investment opportunity originated, sourced, diligenced, structured, arranged, syndicated, financed or serviced by such Portfolio Service Providers; in the case of a Managed Fund that has an Investors Committee (as defined below), the expenses of, and any other expenses related to such committee (including indemnification obligations relating to members of the Investors Committee); investment expenses and broken deal expenses in connection with unconsummated investments; costs, fees and expenses of winding up and dissolution; expenses relating to risk management; costs, fees and expenses attributable to filing, title, transfer, registration and other similar fees and expenses; costs, fees and expenses attributable to any activities with respect to protecting the confidential or nonpublic nature of any information or data;
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costs, fees and expenses attributable to amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the account, Oaktree and related entities, and any alternative investment vehicle of the account, including the preparation, distribution and implementation thereof; costs, fees and expenses attributable to unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer by an investor; costs, fees and expenses attributable to investor-related services and the administering of side letters entered into with any investor (including the process of compiling compendiums of side letter provisions and tracking and implementing applicability in accordance with any “most favored nations” clauses in side letters and expenses incurred in connection with account compliance checklists); and the allocable portion, as reasonably determined by Oaktree, of the costs (including compensation, benefits, and attributable overhead) incurred by Oaktree or its affiliates (including the start-up and ongoing costs of entities affiliated with Oaktree) with respect to internal resources (including personnel and technology) that provide any of the services described above to an account (“Allocated Internal Expenses”), including, without limitation, compensation, benefits and attributable overhead of any Portfolio Service Provider (provided that for this purpose Oaktree may, in its sole discretion, deem the allocable portion of such Portfolio Service Provider to be 100%), provided that any such Allocated Internal Expenses shall not exceed market rates for comparable qualified service providers. The allocation of any Allocated Internal Expenses to a Managed Fund is permitted to be made based on estimates of time spent on the relevant services or a flat amount for the relevant services (which shall not, for the avoidance of doubt, require time-tracking) and shall, for certain accounts, be documented by Oaktree or its affiliate and disclosed to the Investors Committee no less than on an annual basis.
If more than one account holds any investment giving rise to the fees and expenses detailed above, then subject to applicable law and legal, contractual or similar restrictions, such fees and expenses will generally be allocated by Oaktree or its affiliates using their reasonable judgment considering such factors as they deem relevant, at the time such determinations are made, but in their sole discretion to be fair and equitable across these accounts, and these methods will vary depending on the type of expense. As a general matter, expenses will be allocated among all relevant accounts. While Oaktree generally expects that expenses will be allocated pro rata among such accounts, based on capital commitments, invested capital, available capital, assets under management, net asset value, holdings percentages, number of positions held, number of accounts in a particular strategy, number of users of a particular resource within a strategy, relative trading volume and time spent, or other metric, as applicable (even where certain of such fund expenses may pertain to, or be incurred on behalf of, less than all of the accounts) the allocation of such expenses is permitted to be made on a non-proportional basis, and such determinations involve inherent matters of discretion and Oaktree may in certain circumstances allocate such expenses in a different manner (including requiring certain, but not all, investors in a Managed Fund to fund such fees and expenses) if Oaktree or its affiliates determines in good faith that such other basis is more fair and equitable as further detailed below (however, Oaktree or its affiliates shall not be required to make any such adjustment or determination). In addition, in certain instances, an account may bear expenses in respect of an existing or prospective investment that will not be borne by other owners of or participants in such investments (including co-investors or co-investment funds), where Oaktree has determined such arrangement to be in the best interest of such account (e.g., an account engages or pays for a consultant for services in respect of a portfolio company without reimbursement by other owners of the portfolio company). While Oaktree is permitted to make any determination or adjustment described above, it is not required to do so in any case. In addition to any expenses described herein, expenses borne by an account will include any costs, fees and expenses that are paid to the consultants and service providers described in such account’s offering or governing documents. Certain expenses borne by a Managed Fund may have the effect of benefiting one or more investors or group of investors in such Managed Fund without benefiting all investors in such Managed Fund. Please also refer to an account’s offering or governing documents for a more detailed description of the expenses to be borne by that particular account. The accounts generally are expected to have different expense reimbursement terms, including with respect to management fee offsets, which are expected in Page 10 of 75
certain cases to result in accounts bearing different levels of expenses with respect to the same investment. Expenses of any feeder fund for a Managed Fund will generally be treated as fund expenses and borne by its associated master fund. Oaktree or its affiliates, as applicable, are entitled to reimbursement from an account to the extent Oaktree or an affiliate pays or incurs any fee, cost or expense on behalf of that account that would otherwise have been borne by such account if paid directly by such account. Please also see Item 12 below for a discussion of our brokerage practices. (2) Account Organizational Expenses Each Managed Fund will bear all offering and organizational expenses up to an amount specified in the relevant fund’s governing documents, which generally include (a) all costs, expenses, fees and liabilities incurred in connection with the formation and organization of, or sale of interests in, the Managed Fund, Oaktree or its affiliates and the associated advisory arrangements with Oaktree, as determined by Oaktree in its discretion (excluding amounts related to tax structuring of the Managed Fund), (b) any placement fees, (c) any fees paid to locally licensed intermediaries or distributors that the Managed Fund, Oaktree or its affiliates are required to engage in order to offer interests in the Managed Fund in particular jurisdiction(s), (d) all out-of-pocket costs, expenses, fees and liabilities in relation to (i) legal, accounting, audit, third party consulting, printing, electronic database (including the development, implementation and ongoing maintenance of Oaktree’s firm-wide electronic subscription agreement platform), (ii) travel, meals, accommodation expenses and entertainment (including business or first class airfare and private air travel (including reimbursement of Oaktree or its employees for use of aircraft owned or leased by them), in each case, consistent with Oaktree’s travel policies), (iii) filings, including expenses associated with the initial notifications, registrations, filings and compliance contemplated by relevant regulations including the Private Funds Act (as amended) of the Cayman Islands, the AIFM Directive, the EU Sustainable Finance Disclosure Regulation, the EU Taxonomy Regulation, the CISA and/or FinSA or any national private placement regime in any jurisdiction, (iv) third party administrators (including administrators that perform anti-money laundering or “know your customer” diligence in connection with the investor subscription and admission process), and (v) the allocable portion, as reasonably determined by Oaktree, of the costs (including compensation, benefits and attributable overhead) incurred by Oaktree or its affiliates (including the startup and ongoing costs of entities affiliated with Oaktree) with respect to internal resources (including personnel and technology) that provide any services in respect of the organization of the Managed Fund, other than compensation, benefits and attributable overhead relating to marketing personnel, provided that any such allocated amounts shall not exceed market rates for comparable qualified Service Providers. In general, organizational expenses in excess of the prescribed amount set forth in each fund’s governing documents will be borne by Oaktree through an offset against the management fees. (3) Service Provider Expenses There are a range of services that Oaktree performs in-house that it will also utilize third parties to perform for various reasons, including the expertise of the third party or its ability to provide more cost-efficient services. The decision to perform a particular task or service is made at the discretion of Oaktree or its affiliates in connection with the operation of an account. Such services are permitted to include, without limitation, accounting, tax, human resources, client services, investor relations, asset management, compliance, trade settlement, valuation, information technology, legal, corporate secretarial or director services. The use and costs of these services may not be uniform across Managed Funds or Managed Accounts and, accordingly, certain costs can be incurred by an account through the use of third-party service providers that are not incurred for comparable services used by other accounts. The decision by Oaktree to initially perform particular services in-house for an account will not preclude a later decision to utilize a third party for such services, or any additional services, in whole or in part, and Oaktree has no obligation to inform accounts of such a change. In addition, certain internal service providers (such as internal accountants) are permitted to “shadow” or otherwise review the reports of other services provided by such third parties. The costs, fees or expenses of any such third-party service providers (and, to the Page 11 of 75
extent permitted by the governing documents of the relevant Managed Fund or Managed Account, such internal service providers) will be treated as expenses borne by the relevant account. Service provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by Oaktree personnel. Furthermore, Oaktree is permitted to hire employees of a third-party service provider for a Managed Fund or Managed Account and any such service provider can hire Oaktree personnel, consistent with the evolving practice of seeking the most efficient manner in which to provide the support required for the investment activities of Oaktree Accounts. In the event that an Oaktree personnel whose compensation was previously borne by Oaktree becomes employed by a third-party service provider, that individual’s compensation will be paid by such service provider and generally can therefore be borne, in whole or in part, indirectly by the accounts using such service provider’s services through the fees charged by such service provider to the account, and any such fees will not offset any management fees. In addition, certain employees of a thirdparty service provider to Oaktree Accounts are permitted to make use of Oaktree office space or Oaktree personnel are permitted to make use of the office space of a third-party service provider, whether on a temporary, periodic or long-term basis. (4) Investment Related Consultants Expenses Oaktree, its accounts or its portfolio companies will in certain cases retain consultants, advisors or operating partners to provide assistance with deal sourcing, industry insight or due diligence, offer financial and structuring advice and perform other services for accounts or their respective portfolio companies (collectively, “Investment Related Consultants”), including services that may be similar in nature to those provided by the portfolio management team. Such services are permitted to be provided to Oaktree or its accounts on an exclusive basis. Oaktree is permitted to make collective arrangements between Investment Related Consultants and one or more of Oaktree, its accounts and its portfolio companies whereby each such party (other than such Investment Related Consultants) compensates such Investment Related Consultants for his, her or its services to such party. An account’s share of any retainer fees, success fees, promotes, profit sharing or other fees paid to such Investment Related Consultants (“Investment Related Consultant Fees”) will be borne by the account (whether paid by the account directly, by a portfolio company or by Oaktree and subsequently reimbursed by the account). While Oaktree believes such Investment Related Consultant Fees are reasonable and generally at market rates for the relevant services provided, there is no obligation by Oaktree to seek market benchmarks, and exclusive arrangements or other factors are expected to result in such Investment Related Consultant Fees not always being comparable to costs, fees and expenses charged by other third parties. In addition to Investment Related Consultant Fees, an account will also generally bear its share of any travel costs or other out of pocket expenses incurred by such Investment Related Consultants in connection with the provision of their services. Accounting, network, communications, administration and other support benefits, including office space, may be provided by Oaktree or the account to such Investment Related Consultants without charge. To the extent that communications or other equipment or services are provided by an account to an Investment Related Consultant, these costs will likely be borne by an account as an account expense. In addition, Oaktree is permitted in its sole discretion to elect to share a portion of any carried interest with one or more Investment Related Consultants. The decision to permit an Investment Related Consultant to share in carried interest will not affect such individual’s status as an Investment Related Consultant or an account’s obligation to pay the other costs, fees and expenses described above. Fees or other payments or benefits received by Investment Related Consultants in connection with their services, including any amounts paid in connection with particular transactions or investments, will not be considered Deal Fees and consequently will not reduce the management fee or (if applicable) carried interest distributed by the Managed Fund to Oaktree paid by an account. The decision by Oaktree to initially perform particular services in-house for the account will not preclude a later decision to outsource such services, or any additional services, in whole or in part to third parties, and Oaktree has no obligation to inform the account of such a change. In circumstances where Investment Related Consultants provide services (including due diligence services) in connection Page 12 of 75
with a portfolio company investment that is not consummated, the relevant account(s) and not co-investors or other equity holders generally will bear the related amounts. In certain circumstances, Investment Related Consultants are granted the right to participate alongside an account in transactions that they source or for which they provide advice, and the account or relevant portfolio company may loan the Investment Related Consultants funds to make any such co-investments. Such co-investment rights may result in an account investing less capital than it otherwise would have in such transactions. In addition, Investment Related Consultants are permitted to invest directly in a Managed Fund as a limited partner. Investment Related Consultants are also permitted to serve on the boards of portfolio companies or as employees or consultants in an operations capacity. Any directors’ fees, salaries, consultant fees, other cash compensation, stock options or other compensation, expenses and incentives received by Investment Related Consultants in such capacities will be borne by the portfolio companies, will not be considered Deal Fees and consequently will not reduce the management fee or (if applicable) carried interest paid by an account. Services provided by Investment Related Consultants can include, without limitation, providing services directly to the account’s portfolio companies or an individual issuer, whether as an employee or service provider of such issuer, and will otherwise conform to the description of the role of Investment Related Consultants above. In addition to the arrangements described more fully in “Former Employees and Secondees,” below, Oaktree is permitted to also transition former Oaktree personnel to become Investment Related Consultants, and the use of Investment Related Consultants is expected to fluctuate and/or expand over time. (5) Former Employees and Secondees Former Oaktree employees have and may in the future become employees, officers or directors of, or otherwise be engaged by, portfolio companies or Managed Funds, including in their capacity as Investment Related Consultants. Current Oaktree employees can also be temporarily seconded to or otherwise engaged by portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. Those companies are permitted to pay such persons directors’ fees, salaries, consultant fees, other cash compensation, stock options or other compensation and incentives and reimburse such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. Oaktree is also permitted to advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by Oaktree to such persons will typically be reduced to reflect amounts paid directly or indirectly by the portfolio company even though the management fee paid or carried interest distributed by the Managed Fund to Oaktree will not be reduced. Any amounts paid to such persons by a portfolio company (or paid by Oaktree and reimbursed by a portfolio company) will not be treated as Deal Fees and will not be offset against the management fees or (if applicable) any carried interest distributions otherwise payable to Oaktree. All or a portion of any such compensation and incentives will be borne by the Managed Fund, directly or indirectly, via its ownership interest in such portfolio company. In certain instances, whether an individual who provides services to a portfolio company should be characterized as an Investment Related Consultant, an employee or former employee of Oaktree, or a seconded employee may be unclear. In such cases, Oaktree will make a determination in good faith based on its evaluation of the relevant facts and circumstances. In addition, former Oaktree employees can be granted the right to participate alongside an account in transactions that they source or for which they provide advice, and the account or relevant portfolio company are permitted to loan such persons funds to make any such co-investments. Such co-investment rights will likely result in the account investing less capital than it otherwise would have in such transactions. In addition, former Oaktree employees are permitted to invest directly in the Managed Fund as limited partners. Former Oaktree personnel may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to Oaktree Accounts. While employed by Oaktree, the cost of the compensation, benefits and attributable overhead provided to these individuals is borne by Oaktree unless an Oaktree Account’s governing documents permit allocations of internal expenses of such individuals to the Oaktree Account. If a former Oaktree employee becomes an employee or consultant of a Page 13 of 75
third party that also provides services to an Oaktree Account, such former Oaktree employee can be assigned by such third party to provide services to that account. In such instances, the cost of the third-party service provider attributable to the former Oaktree employee working on the Oaktree Account will be borne entirely by the Oaktree Account and no such amounts will reduce the management fee paid or the carried interest distributed by such Oaktree Account on the basis that such person used to be a former Oaktree employee. (6) Portfolio Service Providers Oaktree, the Oaktree Accounts and their respective portfolio companies and affiliates are permitted to utilize the services of one or more persons (each, a “Portfolio Service Provider” and, collectively, “Portfolio Service Providers”) (a) to originate and/or source certain investments or investment opportunities (including by acting as a sub-adviser to Oaktree or its affiliates), (b) to provide origination, finder, structuring, arranger, syndication, financing (including the establishment of a credit facility for an account and portfolio company or NAV-based financing), appraisal, valuation, insurance, reinsurance, liquidation, real estate advisory, capital markets and lending services (including managing or otherwise participating in underwriting syndicates and/or selling groups with respect to portfolio companies, engaging in the private placement of debt or equity securities or instruments issued by the portfolio companies, providing any other investment banking or broker-dealer services with respect to a portfolio company typically provided by a registered brokerdealer, establishing, amending or restructuring a credit facility for an account and/or portfolio companies, advising or arranging securitization offtake from leverage facilities, collateralized loan obligation or asset back securities issuance, and facilitating Oaktree-led secondary transactions and continuation funds), underwriting, financial advisory, broker, trading, hedging, derivatives, investment banking, loan servicing, managing workouts and foreclosures, asset management (including for real estate debt and equity investments), management support services (including in connection with approving and closing investments), tax and legal structuring and services, negotiation and management of leverage applied to permitted investments, data generation and analysis, construction management (including construction activities at development properties), accounting, sustainability and sustainability-related services, investment transaction management, product development assistance (including preparation of marketing collateral), assistance and management of cash flow modeling, reforecasting for assets or a full portfolio and valuations, (c) to serve as a distributor for any funds or accounts managed and/or advised by Oaktree, Brookfield, or any of their respective affiliates, in certain regions, and/or (d) to provide other servicing (e.g., due diligence, administration, development, management (including turnaround), payment collection, surveillance, analytics, reporting, data collection and management, research, internal support functions (including, but not limited to, valuations, investor relations and client services, marketing services, product development (including preparation of marketing collateral)), pursuing remedies and recoveries, marketing assets for sale, leasing or other use and/or other similar services) or other services, in each case, for, or on behalf of, an account, one or more portfolio companies of an account or their assets and joint ventures, as the case may be. Portfolio Service Providers are permitted to include (i) current and former consultants, senior advisors or operating partners (including Investment Related Consultants), (ii) former employees of Oaktree, Brookfield or their respective affiliates, (iii) current employees of Oaktree, Brookfield or their respective affiliates that are dedicated to originating and/or sourcing investment opportunities and/or providing capital markets services such as structuring, arranger, syndication, financing and/or other servicing as described above and (iv) servicing and other platforms or portfolio companies, including platforms providing the services described above, that are, directly or indirectly, established, owned, managed and/or controlled (in whole or in part) by Oaktree, Brookfield and/or their respective affiliates (including, without limitation, any funds or accounts managed and/or advised by Oaktree, Brookfield, or any of their respective affiliates) or in which Oaktree, Brookfield, their respective affiliates (including, without limitation, any funds or accounts managed and/or advised by Oaktree, Brookfield, or any of their respective affiliates), or respective personnel of any of the foregoing have minority or other non-control or non-affiliate interests. Portfolio Service Providers Page 14 of 75
also include, but are not limited to, 17Capital, Singular Asset Management Administradora General de Fondos S.A. (“Singular”), Victoria Asset Management, Oaktree Capital Solutions, and Great American Group (and/or its affiliates). Additional information regarding these specific Portfolio Service Providers is available upon request. For example, a Portfolio Service Provider that is a broker-dealer or other platform affiliated with Oaktree and/or other Oaktree personnel are expected to provide various capital markets and lending services, including Oaktree Capital Solutions (the “Capital Markets Platform”), and in each case is entitled to receive broker-dealer fees, structuring fees, arranging fees, and other compensation and expense reimbursements (including the Portfolio Service Provider compensation and expense reimbursements described in the governing documents) from an account, its portfolio companies and/or any of their respective affiliates in connection with such activities (which will not be treated as Deal Fees and will not be offset against the management fees otherwise payable to Oaktree by an account). In connection with its services, such Portfolio Service Provider and/or Oaktree are authorized to syndicate account and/or portfolio company financing opportunities to third parties. Under such an arrangement, such Portfolio Service Provider and/or Oaktree is expected to initially secure financing primarily from a bank, private lender or other third-party lender and subsequently syndicate a portion of the financing to other parties (or “syndicate members”) including investors in Oaktree Accounts in exchange for a fee negotiated with such syndicate member. While Oaktree believes the potential for conflicts of interest related to such arrangements will be mitigated by the fact that (i) the syndicate members will provide financing on substantially the same economic terms as the terms that Oaktree negotiates directly with the primary third-party lender, and (ii) neither an account nor its portfolio companies will bear any portion of the syndication fee paid to Oaktree or the Portfolio Service Provider by the syndicate member, the discretion to select syndicate members subjects Oaktree and the Portfolio Service Provider to conflicts of interest, because they have an incentive to select the related or other syndicate members (including an investor) because of their financial or other business interest (including establishing, recognizing and/or strengthening relationships that have the potential to provide longer-term benefits to an account, Oaktree, the Portfolio Service Provider and/or their affiliates (including prior or prospective investments in the accounts)). There is a possibility that Oaktree would favor such syndicate member even if there are other qualified potential syndicate members, and there can be no assurance any investor will be provided with any syndication opportunity. No such syndication fees will be considered Deal Fees or otherwise be shared with an account, and such syndication fees potentially will be in addition to the other types of Portfolio Service Provider compensation described below (e.g., financial advisory, structuring or arranging fees). Oaktree and the Portfolio Service Provider have incentives to select banks, private lenders or other third-party lenders based on Oaktree’s or the Portfolio Service Provider’s perception that such lenders will allow the Portfolio Service Provider to syndicate a portion of the financing. Over time, lenders potentially will provide less favorable pricing and terms for Oaktree and/or such Portfolio Service Provider because they are aware that such Portfolio Service Provider receives such syndication fee. In addition, in connection with its role as arranger for any credit facility, such Portfolio Service Provider could be designated as a co-lead arranger under the facility documentation and, in such capacity, will have such rights and privileges as the other lead arrangers under the relevant facility documentation. In addition, in connection with selling investments by way of a public offering, such Portfolio Service Provider is permitted to act as the managing underwriter or a member of the underwriting syndicate on a firm commitment basis, and to effect transactions, including transactions in the secondary markets where such Portfolio Service Provider is also acting as a broker or other advisor on the other side of the same transaction, and to retain without offset any commissions, remuneration or other profits that would be made in such transactions. Whether or not such Portfolio Service Provider receives commissions from such agency crosstransactions as indicated above, it could nonetheless have a potential conflict of interest regarding an account and the other parties to those transactions to the extent it receives commissions or other compensation from such other parties.
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In addition, a Portfolio Service Provider’s services are permitted to include the formation of special purpose vehicles or other transaction structures (each, a “PSP SPV”) to acquire, and service assets owned by the accounts, their respective portfolio companies and/or third parties. Such Portfolio Service Provider will also potentially source and originate transactions in which the accounts participate. The accounts are permitted to invest in such PSP SPVs and participation in a PSP SPV or any transactions facilitated by such Portfolio Service Provider will not necessarily be on a pro-rata basis. To the extent the Managed Fund, Managed Account or their portfolio companies sell assets to a PSP SPV, Oaktree is not required to obtain a thirdparty valuation or Investors Committee consent with respect to the value of the assets sold. Similarly, while in certain circumstances Oaktree expects that one or more third-party representatives will lead the negotiation of any sale of assets by a portfolio company to a PSP SPV in which the account has an investment, regardless of whether a third-party representative leads such negotiation, Oaktree is not required to obtain a third-party valuation or Investors Committee consent with respect to the value of assets purchased from portfolio companies of other Managed Funds or Managed Accounts. Further, Oaktree and the foregoing persons could be incentivized to agree to terms or establish service levels that disproportionately favor the Managed Funds that own such Portfolio Service Provider. In certain cases, an account will directly or indirectly bear compensation and expenses paid to such Portfolio Service Provider, and such amounts will not reduce the management fee. These arrangements have the potential to create conflicts of interest, particularly, for example, where an account, its portfolio companies, its joint ventures and/or their assets receive services from a Portfolio Service Provider that is owned by, an affiliate of, or has a relationship with, Oaktree, Brookfield and their respective affiliates and/or that bears indicia of affiliation. For example, Portfolio Service Providers are expected to be owned (in whole or in part) by Oaktree, Brookfield, their respective funds, affiliates, portfolio companies of Oaktree-managed or Brookfield-managed funds or accounts, or Oaktree or Brookfield personnel, or such persons or entities will constitute a significant portion of a Portfolio Service Provider’s clients or business or otherwise have significant direct or indirect control or influence over such Portfolio Service Provider’s business through exclusivity or other special arrangements. In certain cases where Oaktree or its affiliate is a majority or sole owner of a Portfolio Service Provider, Oaktree will share in any profit generated by such fees or other revenue of such Portfolio Service Provider, including those paid by the Managed Funds and/or Managed Accounts, but such revenue will generally not be shared with the Managed Funds and/or Managed Accounts. Oaktree potentially will benefit from a sale of its equity interests in a Portfolio Service Provider, if and when that were to occur. Any such sale proceeds received by Oaktree would belong exclusively to Oaktree and would not be shared with the Managed Fund or Managed Account. In cases where Oaktree does not have an equity interest in a Portfolio Service Provider, an account may have the right to share in a portion of the profits generated by such Portfolio Service Provider from services provided to non-Oaktree clients via rebates or offsets to costs incurred by such accounts. Additionally, Oaktree expects that certain employees of Portfolio Service Providers (including those majority or wholly owned or controlled by Oaktree and its affiliates) will be eligible to earn commissions, incentive fees or other similar fees in connection with their work on certain permitted investments and that these payments will be borne, directly or indirectly, by the account. Oaktree is also permitted to hire Portfolio Service Provider employees, and vice versa. In the event that an Oaktree employee whose compensation was previously an expense of Oaktree, or its affiliates becomes employed by a Portfolio Service Provider, that individual’s compensation will be paid by such Portfolio Service Provider and would therefore be borne, in whole or in part, indirectly by the Managed Funds and/or Managed Accounts, and no such compensation would reduce the management fee. Oaktree is permitted to outsource limited decision-making responsibilities to a Portfolio Service Provider (as it would with any asset manager, sub-adviser or servicer responsible for particular portfolio assets), and in certain cases Portfolio Service Provider professionals potentially will be appointed to the boards of the account’s portfolio companies or joint ventures, where they would provide operational expertise. However, in other
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cases, the Portfolio Service Provider professionals will be monitored by Oaktree’s investment professionals and will act under the guidance of such Oaktree’s investment professionals. While Oaktree will seek to manage such potential conflicts of interest in good faith and select Portfolio Service Providers with a view to improving the performance or efficiency of Managed Funds, Managed Accounts and/or their portfolio companies, other service providers could ultimately prove to be more qualified to provide the applicable services or could provide such services at lesser cost. A number of factors, including the particular relationship with a Portfolio Service Provider and the nature of its services (which may be specialized or customized to meet the needs of Oaktree and its funds and portfolio companies in ways that other providers may not offer), could result in such Portfolio Service Provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such Portfolio Service Provider. Oaktree retains its discretion to select the Portfolio Service Provider for any services to be provided to Managed Funds and Managed Accounts after considering the factors that Oaktree deems relevant, which could include price, quality of service and/or the ability of a Portfolio Service Provider to meet Oaktree’s specific requirements, and Oaktree will not have an obligation to evaluate alternative providers or to compare pricing for such Portfolio Service Provider’s services. Portfolio Service Providers will receive certain fees and expense reimbursements from the Managed Funds, Managed Accounts or the relevant portfolio company attributable to the services set forth above provided to the Managed Funds, Managed Accounts or any portfolio company, including origination or finder’s fees or structuring, arranger, appraisal, valuation, insurance, reinsurance, real estate advisory, sourcing, liquidation, syndication or financing fees, underwriting fees, financial advisory fees, broker-dealer fees, investment banking fees, servicing, administration and other service fees, spreads or commissions, flat-fees, bonuses, percentage of profits, retainers or any incentive-based compensation or other similar fees or other compensation, and/or expense reimbursement arrangements. Under many of these arrangements, including where Portfolio Service Providers are paid a fee based on a percentage of transaction value, a flat fee or percentage of profits, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or tangible work product generated. In addition, Portfolio Service Providers are permitted to receive other forms of compensation and allocable overhead (including salary, commissions, bonuses, benefits, reimbursement of expenses, (including travel, lodging, meals, entertainment and event costs, including costs incurred in connection with establishing and/or maintaining industry relationships with current or potential sources of financing), incentive-based compensation (such as profits interests, carried interest, equity, options and warrants), office space, technology, administrative personnel and other expense reimbursements, in each case, with respect to the Managed Funds, Managed Accounts or one or more portfolio companies, or a combination of any of the foregoing). Such compensation and expense reimbursements in respect of Portfolio Service Providers is permitted to be paid by, or charged to, without duplication (a) an applicable portfolio company or Investment Platform, (b) Oaktree (and subsequently reimbursed by a portfolio company or Investment Platform) or (c) the account, which also is authorized to be treated (without duplication) as Allocated Internal Expenses. Certain Oaktree Accounts are also permitted to bear the organization and start-up expenses of a Portfolio Service Provider, as well as expenses related to any validating or “benchmarking” the pricing and/or compensation charged to such account and/or its portfolio companies by Portfolio Service Providers that are owned by Oaktree, Brookfield and/or their respective affiliates (including their respective managed funds and accounts); provided that no validation or benchmarking is required. To the extent a third-party utilizes such a Portfolio Service Provider, they generally are not expected to reimburse the account for such expenses. To the extent any portion of the compensation and expense reimbursements received by a Portfolio Service Provider is paid to, or otherwise indirectly benefits, Oaktree, Brookfield or their respective affiliates (including their respective Managed Funds and Managed Accounts) by virtue of their ownership of all or any part of such Portfolio Service Provider or otherwise, such portion will not be shared with Managed Funds or Managed Accounts, will not be treated as Deal Fees and will not be offset Page 17 of 75
against the management fees otherwise payable to Oaktree by Managed Funds or Managed Accounts, notwithstanding that such fees are not expressly described herein or included in any express or specific exclusions from the definition of “Deal Fees”. Accordingly, investors will not receive any benefit from such fees. Further, such fees and compensation are not expected to be “at cost,” and Portfolio Service Providers are expected to charge compensation that will result in a profit with respect to the services they provide to Managed Funds, Managed Accounts and their portfolio companies. Therefore, Oaktree has an incentive to utilize Portfolio Service Providers, particularly that it acquires, owns and/or establishes (including through an account) rather than its own personnel to reduce its overhead costs. In addition, Oaktree will have no obligation to seek market rates for Portfolio Service Provider services, and undertakes no minimum amount of benchmarking. In certain cases, there can be overlaps between the investment activities of the Managed Funds and Managed Accounts and the investment activities of the Portfolio Service Provider. Portfolio Service Providers are also permitted to perform additional services historically performed by Oaktree’s operating partners, servicers, brokers or other third-party vendors, or in some cases, services performed by Oaktree’s team members as well as internal support functions. The Managed Funds and Managed Accounts are also permitted to engage a Portfolio Service Provider to work in support of Oaktree personnel or thirdparty service providers on any of the services described herein. The types of services that can be provided by a Portfolio Service Provider will not remain fixed and should be expected to change over time as determined by Oaktree in its sole discretion. Oaktree or its affiliates will approve any transactions in which any such Portfolio Service Provider acts as an underwriter, as broker for an account or as broker or advisor on the other side of a transaction with an account only where Oaktree or its affiliates believes in good faith that such transactions are appropriate for an account, and, by executing the subscription agreement in connection with an investor’s admission to the Managed Fund or Managed Account, each investor will consent to all such transactions, along with the other transactions involving conflicts of interest described herein, to the fullest extent permitted by law. Conflicts of interests similar to those described above have the potential to arise to the extent an account owns a Portfolio Service Provider that provides services to Oaktree, Brookfield and their respective affiliates, including any funds or accounts managed and/or advised by Oaktree, Brookfield, or any of their respective affiliates, or their assets. There can be no assurance that the compensation such account-owned Portfolio Service Provider receives from the foregoing affiliated or related persons will be comparable to those it could receive from third parties, and in some cases, Oaktree will have incentives to cause such Portfolio Service Provider to charge lower rates to its affiliates. Such Portfolio Service Providers could potentially earn higher compensation by providing services to non-affiliated third parties (as described below), which would positively impact the potential for returns. In addition, Oaktree and/or its affiliates are authorized to provide debt financing to any Portfolio Service Providers owned by the account to support their operations. To the extent Oaktree and/or its affiliates provide such financing, the account will indirectly bear the costs of establishing, negotiating, renegotiating, refinancing and maintaining such financing, including without limitation, legal fees, interest expenses, one-time and recurring fees, and other expenses. In such situations, Oaktree and its affiliates will have an incentive to provide such financing on terms favorable to it; however, Oaktree intends to mitigate the potential for conflicts of interest by charging an interest rate that is equal to its cost of borrowing. Portfolio Service Providers, including those established, owned, managed or otherwise controlled by Oaktree, Brookfield and/or their respective affiliates, including any funds or accounts managed and/or advised by Oaktree, Brookfield, or any of their respective affiliates, as well as those in which such persons and/or respective personnel of the foregoing have minority or other non-control or non-affiliate interests, in each case, will generally provide services to third parties that are the same or similar to those provided to the Managed Funds, Managed Accounts, their portfolio companies and joint ventures, and their assets and such Portfolio Service Providers generally are not expected to be exclusive to Oaktree, its affiliates or their accounts. In certain cases, the fees paid by certain accounts or their portfolio companies, joint ventures and assets have generally supported all or substantially all of a Portfolio Service Provider’s operating budget and Page 18 of 75
it is possible Oaktree will be involved in compensation discussions for certain Portfolio Service Provider employees or have approval rights for such Portfolio Service Provider’s hiring or firing of certain resources, annual budget or significant expenditures that could affect the fees charged by such Portfolio Service Provider to the Managed Funds and Managed Accounts. It is also expected that the Managed Funds and Managed Accounts will have different fees or costs associated with the services they receive from a Portfolio Service Provider due to the fact that such funds engaged such Portfolio Service Provider earlier than the account when such Portfolio Service Provider’s business outlook, Oaktree’s use of its services or the overall relationship between such Portfolio Service Provider and Oaktree were different. Such third parties have the potential to compete with the Managed Funds and Managed Accounts for investment opportunities. To the extent Oaktree or its affiliates establish and/or utilize Portfolio Service Providers on the basis of an account’s investment platform, utilizing the resources of Oaktree personnel and the relevant methodologies and expertise developed while providing similar services to the Managed Fund or Managed Account, Oaktree would be subject to a conflict of interest in that it could be using resources also relied on by the account in generating additional sources of income for its affiliated Portfolio Service Providers and, in turn, for itself. In addition, Oaktree expects to allow certain Portfolio Service Providers to participate in certain investment opportunities the Portfolio Service Provider identifies or sources for the account, which will reduce the amount of investments otherwise available for the account. Any revenue generated by the Portfolio Service Provider from third parties will not be treated as Deal Fees and will not be offset against the management fees otherwise payable to Oaktree. Furthermore, to extent any Portfolio Service Provider is invested in or otherwise established by Oaktree or its affiliates (including an account) and/or third-party investors, any goodwill earned by originating and/or sourcing and managing investments or the provision of other services that accrues to any Portfolio Service Provider will accrue to Oaktree or its affiliates and such third-party investors, as applicable, and not necessarily to the Managed Fund or Managed Account, notwithstanding that the Managed Fund or Managed Account will bear expenses associated with establishing such goodwill. (7) Investment Platforms An account, alone or co-investing alongside other Oaktree Accounts or third parties, is permitted to create or acquire companies that serve as a platform for investment in a particular sector, geographic area or other niche (such arrangements, “Investment Platforms”). In the case where an account co-invests alongside another Oaktree Account, the potential for conflicts may exist. In the case of acquired Investment Platforms, an account can rely on the existing management, board of directors and other shareholders of such companies, which may include representation of other financial investors with whom the account is not affiliated and whose interests may conflict with the interests of the account. In other cases, the account may recruit a management team to pursue a new Investment Platform expected to lead to the formation of a future Investment Platform. An account is also permitted to form a new portfolio company and recruit a management team to build the Investment Platform through acquisitions and organic growth. An account or the Investment Platform, as applicable, will bear the expenses of such management team, including any overhead expenses, employee compensation, due diligence expenses or other related expenses in connection with backing the management team or building out the Investment Platform. Such expenses are generally borne directly by the account as fund expenses (or broken-deal expenses, if applicable) or indirectly as the account bears the start-up and ongoing expenses of the newly formed Investment Platform. In certain cases, the services provided by such management team are expected to overlap with the services provided by Oaktree to the account. The compensation of management of an Investment Platform could include interests in the profits of the Investment Platform, including profits realized in connection with the disposition of an asset, salary, bonus, expense reimbursements, co-investments alongside the account and/or other compensation. Where an Investment Platform used by one account provides services to another Oaktree Account(s) and/or portfolio companies owned by such other Oaktree Account(s), those other Oaktree Account(s) and/or portfolio companies will not necessarily bear their allocable share of platform-related expenses, including the compensation of management, and it is possible that any services provided are not Page 19 of 75
necessarily the best available or the most favorably priced. There can be no assurance that the terms of any such transaction will be the same as those that would be obtained in an arm’s-length transaction between unaffiliated third parties. Although an Investment Platform may be controlled by an account, members of the management team will not be treated as affiliates of Oaktree or Oaktree’s affiliates. Accordingly, none of the expenses, profit interests or other arrangements described above will offset any account management fees. (8) Offices of Affiliates of Oaktree-Managed Funds Oaktree and its affiliates have established, and in the future may establish, certain regional investment platforms and offices of Managed Funds in various non-U.S. jurisdictions (each, a “Fund Affiliate Office”) to provide, among other things, for the benefit of investors, an efficient holding structure for investments of the accounts or to provide other support to Oaktree in connection with the Managed Funds’ activities. It is important that such Fund Affiliate Offices are able to avail themselves of a stable local legal, tax and regulatory framework, flexible corporate laws, skilled and sophisticated local personnel and service providers, and foreign tax treaties and tax benefits, if available. Such structures and/or offices are permitted to be formed or utilized to: (a) perform accounting, administrative, corporate secretarial support, legal, compliance and other functions for non-U.S. holding entities organized by the Managed Funds in the jurisdictions where the Fund Affiliate Offices are located, (b) conduct certain aspects of the Managed Funds’ investment activities, (c) act as service providers to the Managed Funds in relation to the Fund Affiliate Office, (d) facilitate the Managed Fund’s investments or the activities of platform investments affiliated with the Managed Fund and/or (e) otherwise benefit the Managed Fund, as determined by Oaktree in its discretion. To serve their intended purpose of providing accounting and administrative oversight on special purpose vehicles set up for specific fund investments, such Fund Affiliate Offices are not owned by Oaktree or its corporate subsidiaries. Rather, such Fund Affiliate Offices are owned by the Managed Funds that make investments using these structures or investment special purpose vehicles and are staffed by personnel that directly service the applicable Fund Affiliate Offices that are in place. Accordingly, such personnel perform work that would otherwise be completed by third-party service providers, and their costs and the costs of such offices (including overhead, such as travel and accommodation expenses incurred in connection with such Fund Affiliate Offices, salary and benefits of any personnel responsible for the administration and maintenance of such Fund Affiliate Offices) are not considered Oaktree overhead and will be borne by the Managed Funds that make use of their services. Additionally, the Fund Affiliate Offices are authorized to enter into services arrangements with Oaktree and its affiliates under which Oaktree and its affiliates, including the Oaktree Hyderabad office (“Oaktree Hyderabad”) or other Oaktree offices, provide services to the Fund Affiliate Offices. All fees, other compensation and expenses received by Oaktree and its affiliates, including the Oaktree Hyderabad or other Oaktree offices, from any Fund Affiliate Office pursuant to such arrangements will be borne by the respective Managed Fund(s) that own the Fund Affiliate Office and will not offset management fees. The foregoing does not limit the ability of Managed Funds, the Fund Affiliate Offices and/or Oaktree to retain third party service providers. Further, Oaktree is permitted to engage personnel employed by, or a service provider entity established within, any Fund Affiliate Office to provide services directly to Oaktree or its affiliates in addition to the services provided by such personnel or service provider to any Managed Funds. In the event Oaktree or its affiliates engage such personnel or service provider, Oaktree or such affiliate will bear its allocable share of the costs and expenses for such services, rather than the Managed Funds. Additionally, depending on the specific requirements within the jurisdiction where such Fund Affiliate Office is located and, if applicable, in addition to providing advisory and other services to Oaktree and its affiliates, Oaktree or one of its corporate subsidiaries may need to act as the investment manager of certain platform investment entities organized by the Managed Funds within such jurisdiction. This requirement may be due to tax, regulatory or other requirements and/or considerations within a specific jurisdiction. To Page 20 of 75
the extent Oaktree or a corporate subsidiary receives a separate management fee from such holding entities attributable to a Managed Fund’s use of a Fund Affiliate Office, such fee will reduce on a dollar-for-dollar basis the Managed Fund’s management fee (but not below zero), provided, that (i) the Managed Fund’s share of any value added, goods, services or other indirect taxes that Oaktree or its corporate subsidiary is required to charge on any such fees paid by the holding entities or the Managed Funds attributable to the services provided in connection with a Fund Affiliate Office will be borne by the relevant holding entity or the Managed Fund and not by Oaktree or such corporate subsidiary, and (ii) the reduction will not apply to the portion of such fees that are attributable to interests in the Managed Funds held by Oaktree, its affiliates or their employees, as applicable, that are not otherwise subject to management fees, which may be retained by Oaktree, its affiliates or by any employees, officers or senior executives of Oaktree or its affiliates, as applicable. (9) Third Party and Internal Expense Allocation Methodologies Oaktree expects that a number of resources will be shared both between Oaktree and its accounts and among its accounts to, among other things, enhance efficiency and reduce the cost for each account. Oaktree takes into account a variety of considerations when allocating such expenses, including internal expenses that are permitted to be allocated to certain accounts by such accounts’ governing documents. Such considerations include procedural complexity, the degree of resources deployed and other operational-related factors. Accordingly, Oaktree uses allocation methods that it believes in its discretion are appropriate at the time such determinations are made. These methods vary depending on, among other factors, the type of expense, including, without limitation, allocations based on capital commitments, invested capital, available capital, assets under management, net asset value, holdings percentages, number of positions held by different accounts, number of accounts in a particular strategy, number of users of such resource within a strategy, relative trading volume and time spent, or other metrics, as applicable. The allocation is permitted to be made on a non-proportional basis as certain accounts have different expense reimbursement terms, including with respect to management fee offsets, and Oaktree has a financial incentive to favor allocations that benefit itself. As a result, it is possible that another account or co-investment vehicle will benefit (or benefit disproportionately) from expenses borne in whole or in part by an account. Allocated Internal Expenses include the costs (including compensation, benefits, and attributable overhead) incurred by Oaktree or its affiliates (including the start-up and ongoing overhead costs of entities affiliated with Oaktree which offices are established primarily for the benefit of the accounts managed by Oaktree or its affiliates, including the Oaktree Hyderabad with respect to internal resources that provide certain services as set forth in the governing documents. Overhead costs that are part of Allocated Internal Expenses are expected to include, without limitation, employee benefits, taxes, office space, technology, paid time off, Oaktree trainings, meetings and other events and activities, administrative time and similar activities and expense reimbursements. In addition, the allocation of any Allocated Internal Expenses is permitted to be made based on such methods that Oaktree in its discretion believes are appropriate at the time such determinations are made, which may include estimates of time spent on the relevant services or a flat amount for the relevant services. Such methods shall not, for the avoidance of doubt, require time tracking if Oaktree believes that another method of allocation is appropriate. Oaktree may also determine (i) not to require time tracking for employees that are designated as “Corporate” or “Funds” but (ii) to require time tracking for “Hybrid” employees (in each case, based on Oaktree’s determination of their business function). For the avoidance of doubt, in such a scenario, only the expenses of employees designated as “Funds” or “Hybrid” would be charged to the Managed Funds (in the case of “Hybrid” employees, on a time-tracking basis, and in the case of “Funds” employees, in their entirety even if a portion of such “Funds” employees’ time are spent on “Corporate” matters). Where such expenses are based on estimates, or a flat fee or similar fixed amount, there can be no assurance that the amount of compensation paid in a particular period will be proportional to the amount of hours worked or the amount or tangible work product generated. Despite Oaktree’s good faith judgment to arrive at an appropriate expense allocation methodology, the use of any particular methodology may lead an account to bear relatively more expense in certain instances and Page 21 of 75
relatively less in other instances compared to what that account would have borne if a different methodology had been used. While Oaktree generally will not be allocated expenses that relate to services performed for an account, such services also have the potential to provide a direct or indirect benefit to Oaktree and/or its affiliates. Therefore, Oaktree has an incentive to classify a particular service as being for an account even though it directly or indirectly benefits Oaktree and/or its affiliates. However, Oaktree seeks to make allocations that are appropriate on an overall basis in its discretion. Oaktree in its discretion may revise or change previously determined allocation methodologies, without notifying its clients or investors, in an effort to ensure that such expenses remain appropriately allocated among Oaktree Accounts. Any changes in expense allocation approaches may produce a more favorable or less favorable outcome to an account.
Item 6. Performance-based fees and side-by-side management
Consistent with the provisions of Rule 205-3 under the Investment Advisers Act, and as discussed under Item 5 above, Oaktree and its affiliated general partners may be entitled to performance-based compensation in connection with its accounts, depending upon the nature and investment strategy of the account. Oaktree manages accounts that pay a performance-based fee (and an asset-based fee) and accounts that are only charged an asset-based fee. These accounts may be in the same strategy and may consider similar investments.
Read the rest of Item 6 (154 more words)
Performance-based fee arrangements may create an incentive for Oaktree to recommend investments to such accounts which may be riskier, more speculative, or potentially more profitable than those which would be recommended under a different fee arrangement, as well as hold an investment longer than it would otherwise in the absence of such performance-based compensation. Each of Oaktree Accounts' investment approach, strategy and focus are defined in its respective governing documents, and we have developed allocation guidelines, subject to certain investment considerations, to handle potential conflicts in relation to investment overlaps among all accounts, including those with different fee structures. Oaktree will seek to manage potential conflicts of interest in good faith, and subject to the provisions of the governing documents of the affected accounts, Oaktree will be guided by its fiduciary duties to its clients on any matter involving a conflict of interest. See Item 12 below for a discussion of our allocation guidelines.
Item 7. Types of clients
As previously mentioned, Oaktree provides advisory services to both Managed Accounts and Managed Funds. The types of clients which establish Managed Accounts include, but are not limited to, U.S. investment companies registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), business development companies regulated under the Investment Company Act, non-U.S. registered funds (e.g., Undertakings for Collective Investments in Transferable Securities known as UCITS), pension and profit sharing plans, trusts, estates, governmental plans, endowments, foundations, charitable organizations, corporations, insurance companies, limited partnerships, commingled investment trusts, sovereign wealth funds and other entities.
Read the rest of Item 7 (231 more words)
In connection with a Managed Fund, investors are required to commit or contribute certain minimum capital amounts which vary among, and are disclosed in the governing documents of, each Managed Fund. The minimum commitment or contribution amounts may be waived at the discretion of the general partner or investment adviser for such Managed Fund, including those for Oaktree employees. Investors whose commitments are below the respective Managed Fund’s minimum commitment may be required to pay an administrative fee, which may be waived at the discretion of the general partner or investment adviser for such Managed Fund. All minimums are subject to change at the discretion of the general partner or investment adviser, as applicable. In addition, investors in our Managed Funds should generally be (i) “accredited investors” within the meaning of the rules and regulations promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or qualify as other types of investors under applicable U.S. or non-U.S. securities laws, and (ii) “qualified purchasers” or “knowledgeable employees” of Oaktree within the meaning of the rules and regulations promulgated under the Investment Company Act. Page 22 of 75
Generally, Oaktree requires a minimum dollar value of $100 million to establish a Managed Account in certain of its strategies set forth below; provided, however, Oaktree may, at any time, waive such minimums in its sole discretion and accept a lesser amount.
Item 8. Methods of analysis, investment strategies and risk of loss
a. methods of analysis and investment strategies Oaktree generally uses fundamental analysis and may engage in long-term or short-term purchases, trading (securities purchased and sold within 30 days), short sales in certain strategies, margin transactions, and option writing, including covered options, uncovered options or spreading strategies. As mentioned previously, Oaktree provides overall discretionary management for accounts within three asset classes. Below are descriptions of the strategies within those asset classes. In addition to those detailed, Oaktree also manages accounts that afford exposure to different combinations of the below strategies.
Read the rest of Item 8 (19,220 more words)
(1) Credit Our credit strategies invest in both liquid and illiquid instruments, sourced directly from borrowers and via public markets. We focus primarily on rated and non-rated debt of sub-investment grade issuers in developed and emerging markets, and we invest in an array of high yield bonds, convertible securities, leveraged loans, structured credit instruments, distressed debt and private debt. Within the Opportunistic Credit strategy:
Oaktree’s flagship Opportunistic Credit platform, previously known as the Distressed Debt platform, was rebranded in 2021 to reflect the evolution of the associated strategies over the last three decades. Our Opportunistic Credit strategies have expanded their geographic footprints and range of targeted investments. Instead of focusing almost exclusively on single-name public credits, our strategies now also consider a wide variety of privately sourced investments. What hasn’t changed is our investment approach: we seek to protect against loss by buying claims on assets at bargain prices, and we aim to achieve substantial gains by actively participating in restructurings to restore companies to financial viability. We strive to create value at every stage of the investment process.
Within the High Yield Bonds strategy:
Our High Yield Bonds strategies seek to achieve superior risk-adjusted returns by investing in performing bonds of creditworthy North American and European corporations. Globally, this strategy group’s approach emphasizes fundamental credit analysis as the route to superior risk control.
Within the Senior Loans strategy:
Our Senior Loans strategy focuses on the senior secured debt of issuers in North America and Europe. This strategy group seeks to achieve an attractive total return while preserving principal and avoiding defaults. This strategy group benefits from our emphasis on fundamental, bottom-up credit analysis, and the deep experience and expertise of Oaktree’s U.S. and European senior loan teams.
Within the Private Credit strategy:
Our Private Credit strategy focuses on investment opportunities in private debt issued by companies that have little or no access to traditional sources of financing. This strategy group seeks to achieve Page 23 of 75
attractive, risk-adjusted absolute returns by originating or participating in the syndication of performing debt issued by North American and European companies. Benefiting from Oaktree’s global sourcing power in both the credit and private equity fields, our investment teams pursue a fundamental, value-driven, opportunistic approach that leverages strong relationships with private equity sponsors, senior advisors and potential borrowers around the globe. Within the Multi-Asset Credit strategy:
Our multi-asset credit platform provides clients with one-stop access to the entirety of Oaktree’s credit offerings. Our flagship Global Credit strategy seeks to earn attractive total return and current income while limiting volatility through diversification. We flexibly allocate portfolios based on our bottom-up assessment of relative value between regions, credit asset classes and issuers — as we believe macro-forecasting is not critical to investment success. In line with Oaktree’s core tenets, Global Credit seeks to control for risk while taking an opportunistic approach to investment. Our approach is highly collaborative, drawing on the insights of our Global Credit Investment Committee and over 250 research professionals around the globe. We offer both standard commingled and customized client solutions.
Within the Emerging Markets Debt strategy:
The inefficient, complex and dynamic emerging markets credit universe presents a unique opportunity for skilled investors to identify attractively priced investments in both creditworthy and distressed debt instruments. The Emerging Markets Debt team has invested in these markets since infancy, employs a bottom-up, fundamental approach to credit analysis and leverages Oaktree’s extensive credit platform and external network of local advisors to seek attractive returns with lessthan-commensurate risk.
Within the Convertible Securities strategy:
The complex nature of convertible securities – part equity and part debt – can lead mainstream stock and bond investors to overlook these securities, creating an inefficient market and, thus, prices at which convertible securities can offer return without comparable risk. The Convertible Securities strategy group’s approach emphasizes identifying those securities that offer the greatest bargain — those likely to capture a high percentage of the appreciation of the stocks into which they are convertible while limiting exposure to declines.
Within the Structured Credit strategy:
Oaktree’s Structured Credit strategy seeks to outperform traditional debt alternatives by generating attractive risk-adjusted returns and strong current cashflow. Drawing on years of experience in the senior loan, real estate debt, and private credit markets, the investment team targets a wide variety of instruments backed by contractual assets such as pools of loans, leases, mortgages, and other receivables. The strategy focuses on both liquid investments (e.g., collateralized loan obligations, commercial mortgage-backed securities, and other asset-backed securities) and privately negotiated asset-based financings. The strategy evaluates opportunities across the structured credit universe based on assessment of relative value and employs a bottom-up approach to construct diversified portfolios. Securitizations offer a complexity premium, meaning investors with significant experience and expertise in this area have the potential to generate excess value. Additionally, these instruments typically have strong investor-friendly features, including structural protections, robust covenants, and significant diversity in the underlying assets.
(2) Equity Our equity strategies focus on a broad range of regions and market sectors across traditional private equity, special situation opportunities, and listed equities.
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Using an opportunistic approach, we invest in companies we believe to be undervalued. Our private equity strategies seek to enhance value through key strategic and tactical initiatives, including rightsizing capital structures, streamlining operations, improving core businesses, and creating new platforms for growth. Our emerging markets equity business, which invests in listed equities, couples fundamental analysis with in-depth country and industry knowledge to uncover stocks trading at a discount to their intrinsic value. Our teams leverage deep sector knowledge to identify attractive investment opportunities while limiting downside risk. Within the Private Equity strategy:
Our private equity strategies focus on making control investments in companies across a variety of industries and sectors. In certain cases, our corporate private equity strategies also pursue noncontrol or platform investments.
Within the Special Situations strategy:
Our Special Situations strategy utilizes a highly flexible approach to make control or significantinfluence-oriented private equity and debt investments in middle-market companies experiencing a special situation. The all-weather strategy combines expertise in both credit and private equity investing and seeks to generate private equity returns while taking less than commensurate risk. The strategy targets investments with significant upside potential and meaningful downside protection and looks to partner with management to add-value by improving both operations and capital structure.
Within the Emerging Markets Equities strategy:
Our Emerging Markets Equities strategy believes inefficiencies in emerging markets result in companies that are often poorly analyzed and securities that are commonly mispriced. In our emerging markets equity strategies, we seek to earn attractive returns in equity positions by leveraging our team’s global presence; utilizing a bottom-up, value-driven approach; and applying our in-depth country and industry knowledge that also takes into consideration macroeconomic and market conditions. (3) Real Estate Our real estate platform capitalizes on Oaktree’s global footprint, multi-disciplinary capabilities, extensive network of industry experts, and key relationships with operating partners. This platform exemplifies Oaktree’s investment philosophy in the pursuit of investments in real estate. We believe the relationship between risk and return is asymmetrical, pursues opportunities where the platform can leverage existing relationships and where a knowledge advantage results in a positive impact on our ability to successfully source, purchase, manage and exit investments. In the future Oaktree may determine to manage other accounts with different investment strategies.
b. sustainability Oaktree has invested with a sensitivity to sustainability considerations since the firm’s inception. Our Sustainability journey accelerated in 2014, when we formalized this commitment in our firmwide Sustainability Policy. We seek to continuously improve and refine our processes by actively participating in the development and implementation of new industry standards and best practices. Oaktree’s Sustainability Policy applies across investment strategies at the firm, consistent with and subject to applicable fiduciary duties and legal or contractual requirements. Our approach to integration and engagement across Oaktree’s numerous investment strategies varies depending on asset class, geography, investment time horizon, and type of investment vehicle. To address these nuances, each investment strategy is required to
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have a Sustainability Integration Plan (SIP) that describes the team’s implementation of Oaktree’s Sustainability Policy across the investment lifecycle. Each SIP describes:
how sustainability considerations are incorporated in the pre-investment diligence process;
how sustainability analysis is considered in the investment decision;
how sustainability risks are monitored and managed throughout the life of the investment;
how the team engages with portfolio companies to improve their sustainability practices;
which third-party analytics or data are used by the team;
how the team documents the above and periodically reports on its sustainability efforts to clients.
Oaktree’s Head of Sustainability and centralized Sustainability team drive the firm’s strategy and help investment teams deepen their integration by developing tools, training, and guidance on best practices. Oaktree’s Sustainability Governance Committee reviews the firm’s Sustainability policy annually and approves investment teams’ SIPs. The investment teams appoint Sustainability Leads, who are senior investment professionalsa that work with the investment strategy’s portfolio managers to ensure adherence to the team’s sustainability commitments. Our investment professionals are directly responsible for integrating sustainability analysis into their underwriting in line with both the firm’s Sustainability Policy and their SIP. Oaktree’s investment teams analyze sustainability considerations to determine financial materiality and integrate these assessments into the investment management process. The materiality of sustainability factors will depend on the investment’s industry, business model, resource use, customer preferences, regulatory environment and competitive landscape, among other considerations.
c. material risks Each of the strategies we employ entails substantial inherent risks. Although we attempt to manage these risks through careful research, ongoing monitoring of investments, active participation in the bankruptcy process (where applicable) and appropriate hedging techniques (where permissible), there can be no assurance that the securities and other instruments purchased which are the focus of our strategies will increase in value or that Oaktree Accounts will not incur significant losses. While the following discusses certain material risks for each significant investment strategy or method of analysis we use, it should be noted that the following discussion does not describe all the risks that may be faced by existing and potential clients and investors. For a more complete description of the specific risk factors relevant to a decision to invest in one of our Managed Funds, investors should refer to the confidential private placement memorandum and/or other offering document for the relevant Managed Fund. (1) Investment Environment Many factors affect the appeal and availability of investments in companies and the securities and obligations that are the focus of certain strategies. The success of our strategies could be materially adversely affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the account’s investments), trade barriers and currency exchange controls, and national and international political, environmental and socio-economic circumstances (including wars, terrorist acts or security operations) in respect of the countries in which the account may invest, as well as by numerous other factors outside our control. These factors may affect the level and volatility of securities prices and the liquidity of the account’s investments, which could impair the account’s profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect the account’s investment a
For certain strategies, the Sustainability Lead may be the strategy’s portfolio manager or co-portfolio manager.
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opportunities and the value of the account’s investments. Any of the foregoing events could limit the account’s investment opportunities, limit the account’s ability to grow or negatively impact the account’s operating results. Oaktree’s financial condition may be adversely affected by a significant general economic downturn, and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on Oaktree’s business and operations and thereby could impact the accounts. Moreover, a recession, slowdown and/or sustained downturn in the European, U.S. or global economy (or any particular segment thereof) or weakening of credit markets will adversely affect the account’s profitability, impede the ability of the account’s portfolio companies to perform under or refinance their existing obligations, and impair the account’s ability to effectively exit investments on favorable terms. Any of the foregoing events will likely result in substantial or total losses to the account in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure. In addition, economic problems in a single country are increasingly affecting other markets and economies. Continuation of this trend could adversely affect global economic conditions and world markets and, in turn, could adversely affect the account’s performance. The economies of particular individual countries may differ favorably or unfavorably from one another in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Governments of many countries, particularly in the emerging markets, have exercised and continue to exercise substantial influence over many aspects of the private sector, including owning or controlling such countries’ large companies. Global financial markets have experienced, and may continue to experience, extraordinary market conditions, including, among other things, public health crises, geopolitical conflicts that may disrupt energy markets, bank failures, extreme losses and volatility in securities markets and the failure of credit markets to function and other developments that could have broader impacts across financial markets. In reaction to these events, regulators and monetary authorities in the European Union, United States, and several other countries undertook unprecedented regulatory and monetary actions, and regulators in the United States, many European countries and many other jurisdictions continue to consider and implement measures to stabilize European, U.S. and global financial markets. However, despite these efforts, European, U.S. and global financial markets remain volatile. The accounts may be adversely affected by any of the foregoing events, or by similar or other events in the future. In the longer term, there may be significant new regulations that could limit an account’s activities and investment opportunities or change the functioning of the capital markets, and there is the possibility of continued severe worldwide economic downturn. Consequently, an account may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively managing risks. The current state of global credit markets may affect the value of an account’s investments. Further disruption and deterioration of the global debt markets (particularly the U.S. debt markets) or a significant rise in market perception of counterparty default risk would be likely to significantly reduce investor demand for, and liquidity of, all securities. Oaktree itself could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. Similarly, Oaktree’s portfolio companies historically have regularly utilized the corporate debt markets in order to obtain financing for their operations. Ongoing disruptions in the global credit markets may affect issuers’ ability to pay debts and obligations on a timely basis. If defaults occur, an account could lose both invested capital in, and anticipated profits from, any affected investments. Recent developments in global financial markets have illustrated that the current environment is one of uncertainty for financial services companies. The existence of such events has had, and the continuation or worsening of any such events, or other events, may have or continue to have, a material adverse effect on the availability of credit to businesses generally and could negatively impact economic conditions in the U.S. and globally. Any resulting economic downturn could adversely affect the financial resources of an account’s investments (in particular those investments that provide credit to third parties or that otherwise participate in the credit markets), which in turn may adversely affect or restrict the ability of the account to sell or liquidate investments at favorable times or at Page 27 of 75
favorable prices or which otherwise may have an adverse impact on the activities and operations of the account, restrict the account’s investment activities and/or impede the account’s ability to effectively achieve its investment objective. In addition, new regulations may be issued in response to economic or political developments that could limit the account’s activities and investment opportunities or change the functioning of the capital markets. (2) Business and Regulatory Risks of Alternative Asset Managers Legal, tax and regulatory changes could occur that may adversely affect our investment strategies. The legal, tax and regulatory environment for funds that invest in alternative investments is evolving, and changes in the regulation and market perception of such funds, including changes to existing laws and regulations and increased criticism of the private equity and alternative asset industry by some politicians, regulators and market commentators may adversely affect the ability of Oaktree Accounts to pursue their investment strategy, their ability to obtain leverage and financing and the value of investments held by an account. In recent years, market disruptions and the dramatic increase in the capital allocated to alternative investment strategies have led to increased governmental as well as self-regulatory scrutiny of the alternative investment fund industry in general, and certain legislation proposing greater regulation of the industry periodically is considered by governments in the United States, Europe and elsewhere. It is impossible to predict what, if any, changes may be instituted with respect to the regulations applicable to Oaktree, its affiliates, the accounts, the markets in which we trade and invest, the investors in Oaktree Accounts or the counterparties with whom we do business, or what effect such legislation or regulations might have. There can be no assurance that Oaktree, its affiliates and the accounts will be able, for financial reasons or otherwise, to comply with future laws and regulations, and any regulations that restrict the ability of the accounts to implement their investment strategy could have a material adverse impact on an account’s portfolio. To the extent that an account or an account’s investments are or may become subject to regulation by various agencies in the United States, Europe or other countries, the costs of compliance will be borne by the respective account. As a registered investment adviser under the Investment Advisers Act, Oaktree is required to comply with a variety of reporting and compliance obligations under federal and state securities laws (including the obligation of Oaktree and its affiliates to make regulatory filings with respect to the accounts and their activities under the Investment Advisers Act (including Form PF)). Following the Dodd-Frank Wall Street Reform and Consumer Protection Act in 2010 (the “Dodd-Frank Act”), the SEC has particularly scrutinized the private equity industry, including conducting a number of examinations and bringing a number of enforcement actions. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of Oaktree and the Oaktree Accounts. Such current and future rulemaking is expected to impact Oaktree and its affiliates, the Oaktree Accounts and/or its investments and the Oaktree Accounts have the potential to bear increased and significant costs as a result of such rules. In addition, the policies of the current U.S. presidential administration are uncertain and may result in significant changes in U.S. legislation, as well as global impacts and market volatility. Changes in U.S. legislation and other global impacts and market volatility may affect an account and its activities in ways that cannot be anticipated at this time. It is possible that these and other changes may significantly impact the U.S. financial markets, global financial markets and the execution of an account’s strategy. In addition, the securities, swaps and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, the CFTC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies and retain the right to suspend or limit trading in securities, which could expose Oaktree Accounts to losses. The regulation of derivatives transactions and accounts that engage in such transactions is an evolving area of law and is subject to modification by governmental and judicial action. The effect of any future regulatory change on Oaktree's business could be substantial and adverse. In particular, the regulatory and tax environment for derivative instruments is evolving, and changes in the regulation or taxation of derivative instruments may
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adversely affect the value of derivative instruments or securities held by the account and the ability of the account to pursue its trading strategies. Finally, the SEC and other various U.S. federal, state and local agencies may conduct examinations and inquiries into, and bring enforcement and other proceedings against Oaktree, its accounts and its affiliates. Oaktree, its accounts and its affiliates may receive requests for information or subpoenas from the SEC or other state, federal and non-U.S. regulators (as well as from selfregulatory organizations and exchanges) from time to time in connection with such inquiries and proceedings and otherwise in the ordinary course of business. These requests may relate to a broad range of matters, including specific practices of Oaktree and the securities in which Oaktree invests on behalf of its clients or industry-wide practices. The costs of any such increased reporting, registration and compliance requirements may be borne by the accounts and may furthermore place the accounts at a competitive disadvantage to the extent that Oaktree or portfolio companies are required to disclose sensitive business information. Moreover, in response to highly publicized losses resulting at least in part from improper accounting methods, a number of accounting pronouncements have been established by the accounting professional standards board. Certain of these pronouncements could render obsolete investment strategies which have been used routinely for many years. Changes affecting consolidation and valuation and other matters could adversely affect the viability of certain aspects of our investment strategies. In addition, there have been instances in which regulators have taken positions that differ from prior regulatory interpretations or industry practices, including positions that restrict or prohibit strategies that had been implemented in a variety of formats for many years. (3) Institutional Risk Oaktree is responsible for choosing the brokers, dealers and transaction agents and counterparties used for each of Oaktree Accounts’ securities transactions. Although various legal protections are intended to preserve the net claims that a customer, such as Oaktree Accounts, may have in relation to such parties, a failure in the creditworthiness of a broker-dealer or other party, or the default, delay or inability or refusal of a brokerdealer or other party to perform could result in a loss of all or a portion of Oaktree Accounts’ investments with or through such broker-dealer or other party. An investment in an account is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians of some or all of the account’s (or any portfolio company’s) assets (each, a “Financial Institution”) fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including, eroding market sentiment, significant withdrawals (e.g., a bank run in which depositors collectively withdraw their balances within a short period of time), fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, Oaktree and/or any of its affiliates and portfolio companies may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance (including the Oaktree Accounts’ and Managed Funds’ assets maintained with qualified custodians pursuant to Rule 206(4)-2 under the Investment Advisers Act) are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Market turmoil or overall weakening of the financial services industry could adversely affect Oaktree Accounts, their prime brokers and other financial institutions’ financial conditions, and they may become subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on the activities and operations of Oaktree Accounts. Prime Page 29 of 75
brokers engaged by Oaktree Accounts may experience financial difficulties, and Oaktree Accounts might therefore be exposed to similar or other financial problems resulting from the insolvency or financial difficulties of one or more of the accounts’ prime brokers. The accounts may purchase, sell, or lend securities through either a U.S. prime broker or a non-U.S. affiliate of such prime broker and have assets held at accounts of such prime broker or its non-U.S. affiliate. If the account’s assets are held at a U.S. prime broker, in the event of the bankruptcy or insolvency of such prime broker, even if assets are segregated, the account is subject to the risk that it will not receive a complete return of those assets. Under SEC rules, the prime broker must segregate “fully paid” customer securities and “excess margin securities” for the benefit of customers. In addition, pursuant to the SEC reserve formula, the prime broker must place customer funds in a segregated account for the benefit of customers to assure that there will be sufficient assets to satisfy all customer claims. Nonetheless, except with respect to physical securities held in the account’s name, the account will not have a right to the return of specific assets but rather will generally have a claim based on the net equity in its account. Not all activities or transactions conducted with the prime broker are subject to these customer protection rules. If the assets are custodied with a non-U.S. broker-dealer, the aforementioned U.S. regulations do not apply and the law in the local jurisdiction will govern the disposition of assets of the broker-dealer upon liquidation. Such proceedings may be time consuming and costly. In some cases, the accounts may become an unsecured creditor of the non-U.S. entity where the accounts’ assets are held. Any Distress Event has a potentially adverse effect on the ability of Oaktree to manage the accounts and their investments, and on the ability of Oaktree, any account and/or portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event an account is unable to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of an account to access capital contributions or otherwise); the inability of an account to acquire or dispose of investments, including at prices that the relevant general partner believes reflect the fair value of such investments; and/or the inability of Oaktree or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services (in addition to financing and other credit accommodations), it is also possible that Oaktree will experience operational burdens and expenses, and a Managed Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that Oaktree will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Oaktree Accounts and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of an account or suppliers, vendors, service providers or other counterparties of a portfolio company become subject to Distress Events, which could have a material adverse effect on an account, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that Oaktree and/or the relevant account maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Oaktree seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the accounts, Oaktree is under no obligation to use a minimum number of Financial Institutions with respect to any account or to maintain account balances at or below the relevant insured amounts. Furthermore, such balances maintained by Oaktree and the accounts are generally expected to fluctuate, including with respect to the accounts in connection with capital calls to limited partners and dispositions of investments, and certain balances from time to time will substantially exceed applicable deposit insurance. Page 30 of 75
(4) Counterparty, Settlement and Local Intermediary Risk Certain securities markets have experienced operational clearance and settlement problems that have resulted in failed trades. These problems could cause Oaktree Accounts to miss attractive investment opportunities or result in such accounts incurring liability to third parties by virtue of an inability to perform their contractual obligation to deliver securities, or the account may also not achieve the target position or may incur a loss in liquidating its positions. In addition, delays and inefficiencies of the local postal, transport and banking systems could result in the loss of investment opportunities, the loss of funds (including dividends) and exposure to currency fluctuations. Because certain purchases, sales, securities lending, derivatives, repurchase/reverse repurchase transactions and other transactions in which the account will engage involve instruments that are not traded on an exchange, but are instead traded between counterparties based on contractual relationships, the accounts may be subject to the risk that a counterparty will not perform its obligations under the related contracts, as well as risks of transfer, clearance or settlement default. Such risks may be exacerbated with respect to non-U.S. securities or transactions with non-U.S. counterparties. There can be no assurance that a counterparty will not default and that the accounts will not sustain a loss on a transaction as a result. Such risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, daily markingto-market and settlement of positions and segregation and minimum capital requirements applicable to intermediaries. There can be no assurance that Oaktree’s monitoring activities will be sufficient to adequately control counterparty risk. In situations where the accounts place assets in the care of a custodian or are required to post margin or other collateral with a counterparty, the custodian or counterparty may fail to segregate such assets or collateral, as applicable, or may commingle the assets or collateral with the relevant custodian’s or counterparty’s own assets or collateral, as applicable. As a result, in the event of a bankruptcy or insolvency of any custodian or counterparty, the accounts’ excess assets and collateral may be subject to the conflicting claims of the creditors of the relevant custodian or counterparty, and the accounts may be exposed to the risk of a court treating the accounts as a general unsecured creditor of such custodian or counterparty, rather than as the owner of such assets or collateral, as the case may be. Certain of the accounts’ transactions may be undertaken through local brokers, banks or other organizations in the countries in which the accounts make investments, and the account will be subject to the risk of default, insolvency or fraud of such organizations. Finally, the accounts will be dependent upon the general soundness of the banking systems of countries in which investments will be made, in which assets are custodied and in which portfolio companies operate or transact business. (5) Dependence on Oaktree Employees The success of each of Oaktree Accounts depends in substantial part on the management, skill and acumen of the portfolio managers and other professionals employed by us. The interests in our Managed Funds are passive investments, and investors will have no opportunity to control the day-to-day operations of such accounts, including investment and disposition decisions. Subjective decisions made by Oaktree or its affiliates may cause the Managed Funds to incur losses or to miss profit opportunities on which they would otherwise have capitalized. In order to safeguard their limited liability for the liabilities and obligations of the Managed Funds, investors must rely entirely on Oaktree to conduct and manage the affairs of such Managed Fund. Investors will have no direct rights against third parties engaged by Oaktree or its affiliates in respect of such Managed Fund. There can be no assurance that our portfolio managers and other professionals will continue to be employed by us throughout the life of a specific account. The loss of a portfolio manager or other professionals could have a material adverse effect on the account(s) that they cover. (6) Nature of Bankruptcy Proceedings The accounts may make investments that could require substantial workout negotiations or restructuring in the event of a default or bankruptcy. There are a number of significant risks when investing in assets and/or companies involved in bankruptcy proceedings, including the following: Page 31 of 75
Many events in a bankruptcy are the product of contested matters and adversary proceedings that are beyond the control of the creditors.
A bankruptcy filing may have adverse and permanent effects on a property, asset or company. For instance, the company may lose its market position and key employees and otherwise become incapable of restoring itself as a viable entity. Further, if the proceeding is converted to a liquidation, the liquidation value of the property, asset or company may not equal the liquidation value that was believed to exist at the time of the investment.
The duration of a bankruptcy proceeding is difficult to predict. A creditor’s return on investment can be impacted adversely by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by the bankruptcy court, and until it ultimately becomes effective.
Certain claims, such as claims for taxes, wages, employee and worker pensions and certain trade claims, may have priority by law over the claims of certain creditors.
The administrative costs in connection with a bankruptcy proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors.
Creditors can lose their ranking and priority in a variety of circumstances, including if they exercise “domination and control” over a debtor and other creditors can demonstrate that they have been harmed by such actions.
Certain of our employees, representing Oaktree Accounts, may seek representation on creditors’ committees and as a member of a creditors’ committee such employees may owe certain obligations generally to all creditors similarly situated that the committee represents and may be subject to various trading or confidentiality restrictions. While such committee representations may enhance Oaktree’s ability to influence the outcome of investments held by accounts, it may also have the effect of impairing the ability of all Oaktree Accounts from engaging in any transactions with respect to securities of the relevant issuer. Because our Managed Funds will indemnify us and our affiliates or any other person serving on a committee on behalf of one of our Managed Funds for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on such vehicle’s investment in an asset or company undergoing a reorganization.
(7) Illiquidity Certain of our strategies invest in relatively illiquid investments. A significant portion of these assets consist of investments that are thinly traded, investments for which no market exists or investments that are restricted as to their transferability under applicable securities laws or documents governing particular transactions. Some securities or instruments that were liquid at the time they were acquired may, for a variety of reasons which may not be in our control, later become illiquid. This factor may have the effect of limiting the availability of these securities or instruments for purchase by the accounts and may also limit the ability of these accounts to sell such investments at their fair market value, particularly prior to the winding up and subsequent termination of these accounts or in response to changes in the economy or the financial markets. Due to securities regulations governing certain publicly traded equity securities, these accounts’ ability to sell securities could also be diminished with respect to equity holdings that represent a significant portion of the issuer’s securities (particularly if an account has designated one or more directors of the issuer). The market value of investments of each Oaktree client will fluctuate with, among other things, changes in market rates of interest, general economic conditions and economic conditions in particular industries, the condition of financial markets and the financial condition of issuers of Oaktree Accounts’ investments. In particular, major market upsets (including those caused by war, pandemics or other world events), general market cessations, changes in interest rates, availability of credit, inflation rates, political and economic uncertainty, changes in laws, trade barriers, currency exchange rates and controls, government debt burdens
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and monetary and deficit policies, the relative volatility between investments or equity derivative risk, the participation by other investors in the financial markets, macroeconomic dislocations and revaluations, extreme market conditions and the effectiveness of Oaktree’s hedging and risk management strategies can affect the value of an Oaktree Account’s investments. These factors may affect the level and volatility of investment prices and the liquidity of an Oaktree Account’s investments. Volatility or illiquidity could impair an Oaktree Account’s profitability or result in losses. The lack of an established, liquid secondary market for some of Oaktree Accounts’ investments may sometimes have an adverse effect on the market value of such investments and on Oaktree Accounts’ ability to dispose of them. Additionally, assets of Oaktree clients that are typically traded in a liquid market will likely become more illiquid if the applicable trading market tightens as a result of a significant macro-economic shock or for any other reason. Therefore, no assurance can be given that, if an Oaktree Account is determined to cause the disposal of a particular investment held by an Oaktree Account, it can dispose of such investment at the prevailing market price. Illiquidity adversely affects the price and timing of liquidation of Oaktree Accounts’ investments upon the redemption of an investor’s interest, to pay expenses of Oaktree Accounts or to pay management fees, which can be based on certain borrowings as set forth in the governing documents and described below. The general partners of Managed Funds also generally have authority under the governing documents to consent to (or reject) transfers requested by one or more investors in the Managed Funds, and reserve the right to consent to certain transfers in advance, or to condition its consent on any number of factors agreed with individual investors via Side Letter, including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Oaktree Accounts. A general partner of a Managed Fund also is permitted, but not obligated, to purchase interests in a Managed Fund from investors that desire to transfer their interests. The general partners of Managed Funds are subject to conflicts of interest in purchasing such Interests, as it generally possesses certain confidential information relating to the Managed Fund and their investments, not all of which is expected to be known by the transferring investor, and Oaktree generally will not obtain a fairness opinion or third-party valuation of such Managed Fund interests. (8) Non-North American Investments Many of our strategies invest in securities or obligations of entities outside North America. Certain nonNorth American investments involve risks and special considerations not typically associated with U.S. and Canadian investments. Such risks include:
the risk of nationalization or expropriation of assets or confiscatory taxation,
social, economic and political uncertainty, including war and revolution,
dependence on exports and the corresponding importance of international trade,
differences between U.S. and non-U.S. markets, including price fluctuations, market volatility, less liquidity and smaller capitalization of securities markets,
currency exchange rate fluctuations,
rates of inflation,
controls on, and changes in controls on, non-U.S. investments and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars,
governmental involvement in and control over the economies,
governmental decisions to discontinue support of economic reform programs generally and impose centrally planned economies,
differences in auditing and financial reporting standards that may result in the unavailability of material information about issuers,
less extensive regulation of the securities markets,
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longer settlement periods for securities transactions,
less developed corporate laws regarding fiduciary duties and the protection of investors,
less reliable judicial systems to enforce contracts and applicable law,
certain considerations regarding the maintenance of the account’s portfolio securities and cash with nonU.S. sub-custodians and securities depositories,
the possible imposition of non-U.S. taxes on income and gains recognized, or gross proceeds received, with respect to such non-U.S. investments,
restrictions and prohibitions on ownership of property by non-U.S. entities and changes in laws relating thereto,
additional administrative burdens as a result of local legal requirements, and
crime, corruption, terrorism, political unrest and war.
Oaktree Accounts may be adversely affected by the foregoing events, or by future adverse developments in global or regional economic conditions or in the financial or credit markets. (9) Alternative Investment Fund Managers Directive The EU Alternative Investment Fund Managers Directive (the “AIFM Directive”) regulates the activities of certain private fund managers (each, an “AIFM”) undertaking fund management activities or marketing interests in alternative investment funds (each, an “AIF”) to investors within the European Economic Area (“EEA”) and/or the United Kingdom (“UK”). Certain of the Managed Funds are AIFs and are managed within the EEA and/or are actively marketed to investors domiciled or having their registered office in certain jurisdictions in the EEA and/or the UK (in each case, by Oaktree and/or its affiliates as AIFM). As such, the AIFM Directive imposes additional disclosure and reporting requirements on the AIFM in relation to the relevant Managed Funds and their investments, compliance with which may involve additional costs, as well as restrictions on early distributions or reductions in capital in respect of certain EEA and UK companies (the so-called “asset stripping” rules) which may result in additional costs and may limit the use of certain investment and realization strategies (such as dividend recapitalization and reorganizations) which do not apply to nonAIF/AIFM competitors not subject to the AIFM Directive, thereby potentially placing the relevant Managed Funds at a disadvantage to such competitors. In parallel, certain jurisdictions have changed or are contemplating changing their domestic private placement rules, which may also impose additional disclosure and reporting requirements in relation to the Managed Funds or place restrictions on marketing the Managed Funds to certain prospective investors. It should be noted that certain requirements of the AIFM Directive and the interpretation thereof remain uncertain and may be subject to change as a result of the issuance of any further national and/or EU guidelines with respect to the AIFM Directive and the interpretation thereof, and national implementing legislation in relevant jurisdictions. Such uncertainty may restrict the ability of the AIFM to offer interests to investors in such jurisdictions and may therefore limit the AIFM’s ability to attract investors based in such jurisdictions and lead to a reduction in the overall amounts committed to the Managed Funds. This may, in turn, have an adverse impact upon the operations of the Managed Funds. The provisions of the AIFM Directive require the adoption of delegated acts and regulatory technical standards, as well as the establishment of guidelines. Any regulatory changes arising from the transposition of the AIFM Directive into national law that impair the ability of the AIFM to manage the investments of the Managed Funds may materially adversely affect the Managed Funds’ ability to carry out their investment approach and achieve their investment objectives.
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The European Commission published proposals for a Directive to amend the AIFM Directive (“AIFMD II”) in November 2021. AIFMD II will impose obligations including: (i) minimum substance considerations that EU regulators will need to take into account during the AIFM authorisation process; (ii) enhanced requirements around delegation, including additional reporting requirements in relation to delegation arrangements; (iii) new requirements applying to AIFMs managing funds that originate loans; (iv) increased investor pre-contractual disclosure requirements, notably around fees and charges; and (v) a prohibition on non-EU AIFMs and AIFs established in jurisdictions identified as “high risk” countries under the European Anti-Money Laundering Directive (as amended) or the revised EU list of non-cooperative tax jurisdictions. AIFMD II is due to be implemented by EU Member States in 2026. It is possible that AIFMD II may require additional costs, expenses and/or resources, as well as restricting or prohibiting certain activities, including in relation to loan-originating funds and managers or funds established in jurisdictions outside the EU identified as having anti-money laundering and/or tax failings. (10) Eurozone Risks There are significant and persistent concerns regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations, the overall stability of the Euro and the suitability of the Euro to function as a single currency given the diverse economic and political circumstances in individual Eurozone countries. The risks and prevalent concerns about a credit crisis in Europe could have a detrimental impact on global economic recovery as well as on sovereign and non-sovereign debt in the Eurozone countries. There can be no assurance that the market disruptions in Europe will not spread to other countries, nor can there be any assurance that future assistance packages will be available or, even if provided, will be sufficient to stabilize affected countries and markets in Europe or elsewhere. These and other concerns could lead to the re-introduction of individual currencies in one or more Eurozone countries, or, in more extreme circumstances, the possible dissolution of the Euro entirely. Should the Euro dissolve entirely, the legal and contractual consequences with respect to Oaktree Accounts, our investors and/or accounts’ investments in Eurozone countries will be determined by laws in effect at such time. These potential developments could negatively impact the ability of the accounts to make investments in Europe, the value of accounts’ investments in Europe and the general availability and cost of financing permitted investments. (11) Economic and Trade Sanctions and Anti-Bribery Considerations Economic and trade sanction laws in the United States, the Cayman Islands and other jurisdictions may prohibit Oaktree, its affiliates, its personnel, the accounts and their portfolio companies from transacting with or in certain countries and with certain individuals, companies and industry sectors. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. sanctions. In the Cayman Islands, the Governor of the Cayman Islands and the Financial Reporting Authority (subject to delegation from the Governor) administers and enforces anti-money laundering laws and sanctions extended to the Cayman Islands by statutory instrument or otherwise applicable in the Cayman Islands (“Cayman Sanction Orders”). Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs and the Cayman Sanctions Orders. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at http://www.treas.gov/ofac. Further information regarding the application of financial sanctions in the Cayman Islands can be found on the website of the Financial Reporting Authority (“FRA”) at http://fra.gov.ky. In addition, certain sanctions programs prohibit dealing with individuals or entities in certain countries, certain securities, and certain industry sectors, regardless of whether relevant individuals or entities appear on the lists maintained by OFAC or in the Cayman Sanction Orders, which may make
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it more difficult for Oaktree Accounts to comply with applicable sanctions. These types of sanctions may significantly restrict or limit Oaktree Accounts’ investment activities in certain countries (in particular, certain emerging market countries). Oaktree, its affiliates, its personnel, and the accounts may be subject to trade sanctions laws and regulations of other jurisdictions, which may be inconsistent with or even seek to prohibit compliance with certain sanctions programs administrated by OFAC and the FRA. The legal uncertainties arising from those conflicts may make it more difficult or costly for Oaktree’s accounts to navigate investment activities that are subject to sanctions administered by OFAC and the FRA or the laws and regulations of other jurisdictions. Some jurisdictions where Oaktree or its portfolio companies do business from time to time have adopted measures prohibiting compliance with certain U.S. sanctions programs which may make compliance with all applicable sanctions impossible. At the same time, Oaktree may be obligated to comply with certain anti-boycott laws and regulations that prevent Oaktree and the accounts from engaging in certain discriminatory practices that may be allowed or required in certain jurisdictions. Oaktree’s refusal to discriminate in this manner could make it more difficult for Oaktree Accounts to pursue certain investments and engage in certain business activities, and any compliance with such practices could subject Oaktree, its affiliates, its personnel, and the accounts to fines, penalties, and adverse legal and reputational consequences. In some countries, there is a greater acceptance than in the United States and the United Kingdom of government involvement in commercial activities and of activities constituting corruption in the United States and the United Kingdom. Certain countries, including the United Sates and the United Kingdom, have laws prohibiting governmental and private, or “commercial,” bribery. Oaktree, its affiliates, its personnel, the accounts and their portfolio companies are committed to complying with the U.S. Foreign Corrupt Practices Act (“FCPA”), the United Kingdom Bribery Act of 2010 (“UKBA”) and other anticorruption laws, anti-bribery laws and regulations and anti-boycott regulations to which they are subject. As a result, Oaktree Accounts may be adversely affected because of their unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the accounts to act successfully on investment opportunities and for investments to obtain or retain business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA and have devoted greater scrutiny to investments by private equity sponsors. In addition, the United Kingdom, with enactment of the UKBA, has expanded the reach of its anti-bribery laws significantly. While Oaktree has developed and implemented policies and procedures designed to ensure strict compliance by Oaktree and its personnel with the FCPA and the UKBA and the sanctions regimes that apply to Oaktree, such policies and procedures may not be effective in all instances to prevent violations or offenses. In addition, notwithstanding Oaktree’s policies and procedures, portfolio companies and their affiliates, particularly where an account does not control such portfolio companies, may engage in activities that could result in FCPA, UKBA or other violations of law. Any determination that Oaktree has violated or committed an offense under the FCPA, UKBA or other applicable anti-corruption laws or anti-bribery laws or sanctions requirements outlined above, could subject Oaktree and/or its officers, employees and agents to, among other things, civil and criminal penalties, reputational damage, material fines, profit disgorgement, injunctions on future conduct, securities litigation, disclosure obligations and a general loss of investor confidence, any one of which could adversely affect Oaktree’s business prospects and/or financial position, as well as the account’s ability to achieve its investment objective and/or conduct its operations. (12) Artificial Intelligence Recent technological advances in artificial intelligence (“AI” or “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to Oaktree, Oaktree Accounts and portfolio investments. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the accounts invest, and any such changes could render Oaktree’s underwriting models obsolete or create new and unpredictable operational, legal and/or Page 36 of 75
regulatory risks. Oaktree expects to use AI Technologies in connection with its own operations and its investment, reporting and other activities with respect to the accounts and its portfolio investments, and the costs of AI Technologies relating to the accounts and their activities, including service provider costs will generally be borne by the relevant account and/or its portfolio investments. AI Technologies are generally highly reliant on the collecting and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that AI Technologies utilize to operate. Certain data in AI Technologies potentially will contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of such AI Technologies. Even where AI Technologies are utilizing accurate data, they may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such AI Technologies to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of AI Technologies is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of Oaktree, Oaktree Accounts or the accounts’ portfolio investments. In addition, use of AI Technologies poses various risks related to confidentiality, privacy and cybersecurity. Oaktree personnel also could utilize AI Technologies in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on Oaktree, Oaktree Accounts or the accounts’ portfolio investments. To the extent competitors of Oaktree and/or its portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Additionally, Oaktree, Oaktree Accounts and portfolio investments could be further exposed to the risks of AI Technologies if service providers, whether or not known to Oaktree, use AI Technologies in their business activities. Oaktree will not be able to control the use of AI Technologies in third-party products or services, including those provided by Oaktree’s and its affiliates’ service providers. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. In addition, many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, the impact of which is unknown. Any of the foregoing factors could have a material and adverse effect on Oaktree, Oaktree Accounts and portfolio investments. (13) Risk of Loans and Other Debt Instruments Certain of our strategies’ investment programs include investments in significant amounts of loans or other debt instruments (which may include mortgages and loans secured by real estate), including debt-like instruments like preferred equity, a significant amount of bank loans and participation, as well as other direct lending transactions and participation in loans by way of syndication or otherwise. These obligations are subject to unique risks, including:
the possible invalidation of an investment transaction as a “fraudulent” conveyance or preferential payments under relevant creditors’ rights and bankruptcy laws, or the subordination of claims under so-called “equitable subordination” common law principles,
so-called lender-liability claims by the issuer of the obligations,
environmental liabilities that may arise with respect to collateral securing the obligations, and
limitations on the ability of Oaktree Accounts to directly enforce their rights with respect to any participations or other investments.
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(14) Subordination Mezzanine debt and equity investments will typically be subordinated to the senior obligations of an issuer, either contractually, in the case of debt securities, or because of the nature of the security, in the case of preferred stock or common stock, or structurally, in the case of an investment at the holding company level. Such subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. (15) Short Sales and Derivatives Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on the account’s portfolio. A short sale of a security involves the risk of a theoretically unlimited loss from a theoretically unlimited increase in the market price of the security that could result in an inability to cover the short position. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase. Short sales may be executed in many ways, including without limitation through derivative instruments, repurchase/reverse repurchase agreements and securities lending arrangements. The successful use of options depends principally on the price movements of the underlying securities. In addition, when an account purchases an option or warrant, it runs the risk that it will lose its entire investment in a relatively short period of time if the option or warrant turns out to be worthless at the time of its exercise. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the holder will lose part or all of its investment in the option. There is no assurance that the account will be able to effect closing transactions at any particular time or at any acceptable price. In the event of the bankruptcy of a broker through which the account engages in transactions in options or warrants, the account could experience delays or losses in liquidating open positions purchased or sold through the broker. Option transactions may be executed on a cleared or uncleared basis. Certain of the strategies invest in derivative instruments. Investing in derivative instruments presents various risks, including lack of liquidity and risks of purchasing outside of an exchange. The prices of derivative instruments, including swaps, futures, forwards and options, are highly volatile. The value of such derivatives also depends upon the price of the underlying security or other asset or index. Certain overthe-counter derivatives are also typically not subject to the same type of investor protections or governmental regulation as exchange-traded instruments. (16) Investments in Real Estate Certain of our strategies’ investment programs involve investing directly in real estate, non-recourse mortgages where the mortgagor is not a significant operating company or in the securities or obligations of single purpose companies whose primary asset is real estate. Some of the risks associated with real estate investments include:
lack of demand for commercial or housing space in a locale,
changes in general economic or local conditions,
changes in supply of, or demand for, similar or competing properties in an area,
uncertainty of cash flow to meet loan and other fixed obligations,
wars, natural disasters, pandemics, severe weather patterns, terrorist attacks and similar events,
changes in interest rates,
unavailability of mortgage financing which may render the sale or refinancing of property difficult,
increases in operating expenses, including property taxes, insurance and maintenance costs and
changes in tax, real estate, environmental and zoning laws. Page 38 of 75
Additionally, in connection with the ownership (direct or indirect) of real properties, owners may face potential costs and liabilities related to environmental laws, such as those related to the removal of hazardous and toxic substances. (17) Risks Relating to the Power Sector For much of its history, the power sector, and particularly the utility industry within this broader sector, was characterized by institutional stability and predictability of financial performance. The advent of utility deregulation, privatization, technological change, environmental regulations, commodity price fluctuations, and market volatility has created a much less stable sector with substantially greater variability of company performance. There can be no assurance that the pace or direction of the change will be in accord with Oaktree expectations, nor that the industry changes will benefit investments made. Investing in power facilities and related assets and the companies that provide the equipment, services, and systems to such power facilities and related assets is subject to a variety of risks, not all of which can be foreseen or quantified, including operating, economic, environmental, commercial, regulatory, political and financial risks. There is no assurance that such investments will be profitable or generate cash flow sufficient to service their debt or provide a return on or recovery of amounts invested therein. These and other inherent business risks could affect the performance and value of investments. (18) Investments in the Communications Industry Certain of our strategies are permitted to make investments in a number of different communications and media-related industries. Certain companies in those industries are or may be subject to extensive U.S. federal, state and local regulatory requirements. Certain regulations that are intended to limit the concentration of ownership and control of communications and media companies may prevent one or more of Oaktree Accounts from making certain investments that it would otherwise make. Other regulations may cause substantial additional costs or lengthy delays in connection with the completion or disposition of an investment. The governing documents of our Managed Funds that invest in the communications industry contain provisions that are designed to conform to the requirements of the Federal Communications Commission for insulating investors of Managed Funds from having attributable interest in media company investments of Managed Funds. These provisions prohibit investors in Managed Funds from active involvement in such media companies, and may restrict such investors’ ability to remove us or our affiliates from managing the Managed Fund in certain circumstances. In addition, the competition in the communications industry is intense, and the securities of communications companies may be subject to significant price volatility. Furthermore, the communications industry is subject to significant changes in technology, which may make the existing products and services of communications companies obsolete. (19) Non-Payment of Mortgages Underlying CMBS The collateral underlying commercial mortgage-backed securities (“CMBS”) generally consists of commercial mortgages or real property that has a multifamily or commercial use, such as retail space, office buildings, warehouse property and hotels. CMBS have been issued in a variety of issuance, with varying structures including senior and subordinated classes. The commercial mortgages underlying CMBS generally have shorter maturities than residential mortgages, allow a substantial portion of the loan balance to be paid at maturity, commonly known as a “balloon payment,” and are usually non-recourse against the commercial borrower. The prospect of full repayment of the commercial mortgage loans underlying CMBS depends on the ability of the commercial borrower to generate current income from its commercial property, which is affected by a variety of factors, including differences in the management ability and track record of the commercial borrower, and geographic and/or industry concentration. Commercial borrowers may also lack the incentive to invest the funds necessary to maintain and attract tenants in the properties underlying the commercial mortgage loans to the extent the value of the mortgage exceeds the property value. Also, the likelihood of the commercial borrower repaying the commercial mortgage loan at maturity is heavily influenced by the commercial borrower’s ability to secure subsequent financing, which can be negatively impacted by a difficult credit environment. Commercial mortgage loans are usually non-recourse in nature. Page 39 of 75
Therefore, if a commercial borrower defaults on the commercial mortgage loan underlying CMBS, then the options for financial recovery are limited in nature. In the event of default, the lender will have no right to assets beyond collateral attached to the commercial mortgage loan. In certain instances, a negotiated settlement or an amendment to the terms of the commercial mortgage loan are the only options before an ultimate foreclosure on the commercial property. Foreclosure is costly and often protracted by litigation and bankruptcy restrictions. The ultimate disposition of a foreclosed property may also yield a price insufficient to cover the cost of the foreclosure process and the balance attached to the defaulted commercial mortgage loan. While real estate fundamentals are improving, the level of commercial mortgage loan defaults remains significant and market values of the underlying commercial real estate remain distressed in many cases. It has also become increasingly difficult for lenders to dispose of foreclosed commercial real estate without incurring substantial investment losses, and ultimately leading to a decline in the value of CMBS. There can be no guarantee that the investments in CMBS will not be adversely affected by such risks. (20) Contingent Liabilities on Disposition of Investments In connection with the disposition of an investment in a portfolio company, accounts may be required to make representations about the business and financial affairs of such company typical of those made in connection with the sale of any business. Accounts may also be required to indemnify the purchasers of such investment with respect to certain matters, including the accuracy of such representations. These arrangements may result in contingent liabilities for which such accounts may establish reserves or escrows. Investors in Managed Funds may also be required to return amounts distributed to them to fund such Managed Funds’ indemnity or repayment obligations. (21) High Yield and Preferred Securities and Distressed Debt Certain of our strategies involve investing in “high yield” bonds, preferred securities, and distressed debt that are rated in the lower rating categories by the various credit rating agencies or comparable non-rated securities. Securities in the lower-rated categories and comparable non-rated securities are subject to greater risk of loss of principal and interest than higher-rated and comparable non-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Such issuers typically are highly leveraged, with significant burdens on cash flow and, therefore, involve a high degree of financial risk. During an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into default than securities of other issuers. Because investors generally perceive that there are greater risks associated with the lower-rated and comparable non-rated securities, the yields and prices of such securities may be more volatile than those for higher-rated and comparable non-rated securities. The market for lower-rated and comparable non-rated securities is thinner, often less liquid and less active than that for higher-rated or comparable non-rated securities and the market prices of such securities are subject to erratic and abrupt movements. The spread between bid and asked prices for such securities may be greater than normally expected. Such factors can adversely affect the prices at which these securities can be sold and may even make it difficult to sell such securities. Investment in the securities of financially troubled issuers and operationally troubled issuers involves a high degree of credit and market risk. These financial difficulties may never be overcome and may cause issuers to become subject to bankruptcy proceedings. (22) Digital Assets Certain of our strategies are permitted to invest in, hold and/or otherwise engage in transactions involving, cryptocurrencies, decentralized application tokens, protocol tokens and other cryptofinance coins, tokens and digital assets and instruments that are based on blockchain, distributed ledger or similar technologies (“Digital Assets”), as well as issuers in the Digital Assets sector including such companies which may be undergoing stress, default, bankruptcy or restructuring. Investments in Digital Assets involve significant risks and the market value of Digital Assets has historically been, and may continue to be, extremely volatile. The prices of Digital Assets may fluctuate significantly over short periods of time and may be influenced by factors that are difficult to predict or beyond an account’s control. Such factors include regulatory Page 40 of 75
developments, macroeconomic conditions, cybersecurity incidents, speculative trading activity and the actions of market participants with significant holdings of particular Digital Assets. Digital Assets markets are relatively new and, in many cases, operate without the same degree of regulatory oversight as traditional financial markets and are inconsistently regulate across jurisdictions. As a result, such markets may be more susceptible to market manipulation, fraud and other abusive practices that could adversely affect the price of Digital Assets. Future regulatory actions could restrict an account (or its portfolio companies) from holding or trading Digital Assets and could result in the termination or liquidation of an account’s investment positions. The Digital Asset markets have experienced periods of extreme volatility and disruption, including the failure or insolvency of exchanges, trading platforms, lenders, custodians and other market participants. Such events may cause substantial losses to investors. Unliked traditional financial assets, Digital Assets may not have an established intrinsic value or widely accepted valuation framework. As a result, Digital Assets may experience significant and prolonged declines in value, including the potential for total loss of value. (23) Leverage Certain of our strategies’ investment programs include investing in companies whose capital structures may have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of the portfolio companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired may be the most junior in what will typically be a complex capital structure, and thus subject to the greatest risk of loss. Furthermore, certain strategies may elect to leverage their investments on a recourse or non-recourse basis or otherwise engage in investment activities that involve the use of leverage, including through reverse repurchase agreements, credit default swaps, total return swaps, the provisions of collateral to secure outstanding letters of credit and other back leverage structures at the holding vehicle or asset level. While leverage presents opportunities for increasing total return, it can increase losses as well. Accordingly, any event that adversely affects the value of an investment is magnified to the extent leverage is used. The cumulative effect of the use of leverage in a market that moves adversely to investments held by an account could result in a loss that would be greater than if leverage had not been used, including loss of the entire investment and also the possibility of loss exceeding the original amount of a particular investment. To the extent that the accounts engage in any leveraging, they will be subject to the risks normally associated with debt financing, including those relating to the ability to refinance and the insufficiency of cash flow to meet principal and interest payments, which could significantly reduce or even eliminate the value of an account’s investment. Leveraging the capital structure will mean that third parties, such as banks, may be entitled to the cash flow generated by such investments prior to the accounts receiving a return. Also, if an asset of an account is mortgaged or otherwise used as collateral to secure repayment of indebtedness and such payments are not made, the asset could be foreclosed upon by the lender or otherwise transferred to the lender and such account would potentially receive payments or interest distributions after, and must bear the effects of losses or defaults on the underlying loans before, the holders of other more senior tranches of debt. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Managed Fund. There are also financing costs associated with leverage and such costs will be borne by the relevant account and therefore may adversely affect the returns obtained by an account. In addition, each leveraged investment will involve interest rate risk, including to the extent that financing charges for such leveraged investment are based on a fixed interest rate (when variable rates are more attractive). Inversely, to the extent that the financing charges for such leveraged investment are based on variable rates, increases in such rates could adversely affect the ability of an account to meet its debt obligations. The accounts’ assets, including any investment made by the accounts and any capital held by the account, are available to satisfy all liabilities and other obligations of the accounts. If an account defaults on secured indebtedness, the lender may foreclose and such account could lose its entire investment in the collateral Page 41 of 75
for such loan. If an account itself becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to an account’s assets generally and not be limited to any particular asset, such as the investment giving rise to the liability. Furthermore, to the extent that capital is drawn by Managed Funds from a subscription line of credit to make investments (rather than drawing down capital from the investors’ undrawn capital commitments), the amount and timing of contributions and distribution to the investors of the Managed Funds may be affected in a manner that may have potentially adverse consequences to such investors. Our strategies’ use of borrowing to create leverage subjects the accounts to additional risks. For example, depending on the “back-leverage” structure or type of facility, a decrease in the market value of the investments which serve as the collateral would increase the effective amount of leverage and could result in the possibility of a “margin call,” pursuant to which the accounts must either deposit additional funds or collateral with the lender, which could require the investors to make additional capital contributions to the accounts or suffer mandatory liquidation of the pledged collateral to compensate for the decline in value. Liquidation of their investments at an inopportune time in order to satisfy a “margin call” would adversely impact the performance of the accounts and could, if the value of their collateral has declined enough, cause the accounts to lose all or a substantial amount of their capital. Even though it presents many of the same risks as fund-level borrowing, indebtedness of entities other than an Oaktree Account may not be treated as fund-level borrowing for purposes of the governing documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of an Oaktree Account’s value are at risk. As a result, these borrowings will not be subject to any limitations on fund-level borrowing that may be set forth in an account’s governing documents. Since Oaktree has more flexibility to engage in these structures, Oaktree has an incentive to incur significant leverage at the level of holding companies beneath an Oaktree Account. The negative performance of one asset may materially and adversely impact the performance of other investments or an Oaktree Account as a whole. Except where otherwise required by the relevant governing documents, an Oaktree Account will not be obligated to borrow on behalf of a portfolio company, even in circumstances where such Oaktree Account’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. No assurance can be given that financing for the accounts’ investments will be obtained by the accounts, or obtained on favorable or acceptable terms, including terms which reflect the financing provided by the accounts. In addition, once initial financing is obtained by an account, no assurance can be given that such financing will subsequently be available throughout the life of an account or any individual investment, or that replacement financing can be obtained as intended by Oaktree and its affiliates. If the accounts are unable to obtain financing, this may have a material adverse effect on the accounts’ ability to achieve its investment objectives and the return on invested capital. Borrowings by the accounts may be secured by a charge or pledge of, or the grant of security over, the right to issue drawdown notices in the name of the relevant general partner or investment manager and related rights with respect to capital commitments and capital contributions. The exercise by the lenders under such facility of their drawdown right would reduce the amount of capital otherwise available to the accounts for making investments and therefore reduce the ability of the accounts to make further investments and may negatively impact the accounts’ investment objectives and returns. Investors may be required to execute an investor acknowledgement for the benefit of the lenders under the credit facility and may be required to acknowledge their obligations to pay their share of indebtedness up to their unfunded capital commitment. (24) High Portfolio Turnover Our different strategies may require frequent trading and a high portfolio turnover. The more frequent the trading, the higher the commission and transaction costs and certain other expenses involved in the account’s operations. These costs will be borne by the account regardless of the profitability of its investment and
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trading activities. In addition, a high portfolio turnover may increase the recognition of short-term, rather than long-term, capital gains. (25) Market Risk Factors Changes to risk factors in the financial markets may affect the investment objectives of certain strategies investing in fixed income assets. Prices of investments may be influenced by broad market perceptions of risk through moves wider in credit spreads, negatively impacting prices, or moves tighter in credit spreads, positively impacting prices. There may also be changing expectations of interest rates which may have a positive impact on pricing when interest rates fall for fixed rate assets or a negative impact on pricing when interest rates rise. The magnitude of these changes may be influenced by factors such as credit spread, rating spreads, credit ratings, industry and asset class. Expectations for interest rates can change over time through changes to foreign exchange rates, changes to inflation expectations and other macroeconomic variables. These factors may not necessarily change the fundamental value of an investment, but prices and expectations by other market participants can increase the volatility. (26) Board Participation The size of one or more account’s equity holdings in a particular portfolio company or issuer, or contractual rights obtained by such account in connection with an investment, may enable the account to designate one or more directors to serve on the boards (or comparable governing bodies) of companies in which the account invests. While such representation may enhance the account’s ability to manage its investments, it may also have the effect of impairing the ability of the account to sell the related securities when, and upon the terms, it might otherwise desire, as it may subject the account to required holding periods and legal claims it would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other board-related claims. An account will indemnify Oaktree or its affiliates, any portfolio principal or any other person designated by Oaktree or its affiliates for claims arising from such board representation. (27) Third Party Litigation Oaktree Accounts’ investment activities subject them to the risks of becoming involved in litigation by third parties. This risk is somewhat greater where we exercise control of, or significant influence in, a company’s direction. The expense of defending third party claims and paying any amounts pursuant to settlements or judgments would, absent certain conduct by us or our affiliates, increase the costs of the account holding the investment. (28) Lack of Diversification Except as otherwise set forth in the governing documents of an account, Oaktree is not under any obligation to diversify the accounts’ investments, whether by reference to the amount invested or the industries or geographical areas in which portfolio companies operate. Accordingly, returns may be subject to more rapid changes than would be the case if we were required to maintain a wide diversification among companies, industries and types of securities. (29) Tax Matters The countries in which Oaktree Accounts may invest may impose taxes on certain types of income such as dividends, interest and in some instances capital gains. Although such taxes may be subject to reduction to the extent that Managed Account clients or investors in our Managed Funds are entitled to the benefits of an income tax treaty between their home jurisdiction and the other jurisdictions in which the accounts invest, there can be no assurance that treaty benefits will be available in any particular case, as this will be dependent on the terms of the treaty and the timely provision of certifications and other documentation. Furthermore, even if certain Managed Account clients or investors in our Managed Funds are entitled to treaty benefits, withholding taxes may still be deducted by the payers of income, with a material time delay before refunds of such withholding taxes can be obtained from the relevant taxing authority. In addition, Page 43 of 75
changes in the tax laws or tax treaties (or their interpretation) of the countries in which the accounts invest may severely and adversely affect their ability to efficiently realize income or capital gains and may subject our Managed Account clients and investors in our Managed Funds to tax and return filing obligations in such countries. The law and any other rules or customary practice relating to tax, or its interpretation in relation to an account, its assets and any investment in the account may change during the life of the account. In particular, both the level and basis of taxation may change. Additionally, the interpretation and application of tax rules and customary practice to the account, its assets and Managed Account clients or investors in our Managed Funds by any taxation authority or court may differ from that anticipated. This could significantly affect the account’s access to investment opportunities or the returns to the investors. (30) Potential Conflicts of Interest We manage a number of different investment strategies which present the possibility of overlapping investments, and thus the potential for conflicts of interest. If any matter arises that we determine in our good faith judgment constitutes an actual conflict of interest between accounts, we may take such actions as may be necessary or appropriate to prevent or reduce the conflict. Please see Item 11 below for further discussion of possible conflicts of interest. (31) Access to Material, Non-Public Information In connection with the activities of various investment strategies, personnel of Oaktree will acquire confidential or material non-public information with respect to certain issuers of securities or otherwise be restricted from initiating transactions in certain securities. While in possession of such information, Oaktree will generally not be free to trade upon any such information in accordance with applicable securities laws. Due to these restrictions, Oaktree may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. To limit the impact of such restrictions and comply with requirements relating to the misuse of material, non-public information, Oaktree has established a permanent information wall between its investment teams that focus primarily on traded debt and equity, which typically receive only public information about issuers, and its investment teams that make private investments, which frequently receive confidential or material non-public information about issuers. The permanent information wall is designed to allow the investment teams on one side of the wall to become restricted in a particular issuer’s securities without impacting the ability of the investment teams on the other side of the wall to trade in such securities. Investment teams on opposite sides of the wall are permitted to interact with each other, provided that they comply with written protocols designed to protect against the misuse of material non-public information. Oaktree may determine, in its sole discretion at any time, that receiving confidential or material non-public information could impair its ability to effect certain transactions on behalf of accounts, whether for legal, contractual, or other reasons. Accordingly, Oaktree may elect not to receive such information on one or both sides of the permanent information wall. Lack of access to any such information may adversely affect an account’s investments that in some cases may have been avoided had Oaktree had such information. While the permanent information wall can help mitigate this risk, the wall cannot address all scenarios in which the receipt of restrictive information may be beneficial for one investment strategy but adverse for another. For example, some investment teams on the private side of the permanent information wall manage accounts that focus primarily on traded equity or debt in addition to managing accounts that make private investments. To the extent that restrictive information about an issuer is received by an investment team on the private side of the wall, all investment teams on that side of the wall will typically be restricted from trading in that issuer’s securities on behalf of any of the investment strategies that they manage. (32) Commodity Regulatory Matters The Commodity Exchange Act, as amended (the “CEA”) and the regulations of the CFTC (the “CFTC Regulations”) promulgated thereunder require operators of and advisors to certain funds engaging in Page 44 of 75
commodity interest transactions to register as Commodity Pool Operators (CPOs) or Commodity Trading Advisor (“CTAs”), respectively. Oaktree has registered with the CFTC as a CPO and as a CTA and will operate certain Managed Funds and Managed Accounts in accordance with section 4.7 of the CFTC Regulations and as such, Managed Account clients and investors in Managed Funds are limited to “qualified eligible persons” as defined thereunder, with section 4.13(a)(3) or other applicable rule, regulation or guidance provided by the SEC. (33) Portfolio Valuation Valuations of an account’s portfolio, which will affect the account’s performance results, may involve uncertainties and judgmental determinations. There is no actively traded market for some of the securities or investment products owned by Oaktree’s Managed Funds and Managed Accounts. The process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had a ready market existed for such securities and may differ from the prices at which such securities may ultimately be sold. Further, third-party pricing information may at times not be available regarding certain of the account’s securities, derivatives, and other assets. If the valuation by Oaktree or its affiliate of the account’s securities in accordance with Oaktree’s valuation policy should prove to be incorrect, the net asset value of an account’s investments could be adversely affected. In addition, due to the substantial volatility experienced by many valuation inputs in recent periods, the subjective decisions regarding which inputs to select, the measurement dates and the relative weights to assign to such inputs will have a disproportionate impact on valuations. Absent bad faith or manifest error, valuation determinations in accordance with Oaktree’s valuation policy will be conclusive and binding. Moreover, because Oaktree or its affiliates will determine in their respective discretion the value of any such assets, there will be an apparent conflict of interest in making that determination, given the potential impact of such valuations on an account’s reported performance, particularly with respect to an account that pays management fees to Oaktree or its affiliates based on the value of the account’s assets or performance fees to Oaktree or its affiliates based on changes in the value of the account’s assets over a specified period. (34) Management Fees and Performance-Based Compensation As discussed under Item 5 above, Oaktree or its affiliates have the right to receive management fees, and have the potential to earn performance-based fees or profit/incentive allocations, from certain Managed Funds and Managed Accounts. The existence of this compensation can present conflicts of interest. For example, performance-based compensation can create an incentive for Oaktree or its affiliates to recommend investments which may be riskier than those which would be recommended under a different fee arrangement. Performance-based compensation can also create an incentive for Oaktree or its affiliates to dispose of investments at a time, and/or in a sequence, designed to generate the highest amount of compensation. In addition, the right to earn management fees can create an incentive for Oaktree or its affiliates to hold an investment longer than it otherwise would in the absence of the management fee. Where the management fee is calculated based on the valuation or cost of an investment, or a determination of whether an investment has been written off, wholly written off for United States federal income tax purposes or otherwise permanently impaired (such investments, “Written Off Investments”), Oaktree will have an incentive to make determinations that result in the continued payment of, or a higher, management fee. In situations where the management fee is calculated based on committed capital, contributed capital or the cost basis of investments, the management fee generally will not be reduced based on reductions in investment value. Moreover, for the avoidance of doubt, in accordance with the governing documents, the management fee will generally not in any event be reduced as a result of any partial sale or disposition, reorganization, recapitalization (including recapitalization of dividends), roll-over investments, or restructuring of, extraordinary dividend made with respect to, or similar transactions related to, an investment that does not result in the complete disposition of an account’s interest therein (even in cases where the value of the account’s investment or the account’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of
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such reorganization, recapitalization, roll-over investment, restructuring, extraordinary dividend or similar transaction) and in such cases, investors will continue paying management fees based on committed capital, contributed capital or the cost basis of investments, as applicable, regardless of any such transaction. The lack of a requirement to reduce the management fee in connection with any partial sale or disposition, reorganization, recapitalization (including recapitalization of dividends), roll-over investment, or restructuring of, extraordinary dividend made with respect to, or similar transaction related to, an investment presents certain conflicts between the interests of Oaktree and the interests of the investors, including by incentivizing Oaktree to pursue such transactions that would result in the continued payment of management fees. In addition, because in certain instances the management fee base will be dependent on the aggregate fair value of all remaining investments held by an account in a portfolio investment, Oaktree faces potential conflicts of interest in exercising its discretion in determining the fair value of portfolio investments. In addition, the cost basis component of the management fee will include capitalized Deal Fees or other similar fees, expenses and/or costs relating to unrealized investments, including amounts payable or reimbursable to Oaktree and its affiliates. In certain circumstances, Oaktree and its affiliates will have incentives to capitalize such amounts into a transaction, not only to avoid the portfolio investments having to pay such amounts out of available cash, but also to increase the base on which future management fees will be calculated. The governing documents provide Oaktree with wide-ranging authority on the determination of Written Off Investments and the criteria used by Oaktree or its affiliates in valuing an investment, or determining whether an investment is a Written Off Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of Oaktree’s and/or any of its affiliate’s determination that an investment is or is not a Written Off Investment, and, except as set forth in the governing documents, none of Oaktree or its respective affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during an account’s holding period. In making its determination, Oaktree is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the governing documents. As a general matter, the standards for determining Written Off Investments are intended to be high, and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of compensation to Oaktree and its affiliates is dependent in part on an investment’s status as a Written Off Investment, Oaktree and its affiliates face potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. For example, under certain governing documents, only once a permitted investment has been wholly written off for U.S. federal income tax purposes, as determined by Oaktree or its affiliates in its sole discretion, will the management fee base be reduced accordingly. As a result, management fees are permitted to be charged with respect to a permitted investment (which includes all permitted investments in a portfolio investment or issuer, as applicable, in the aggregate) even after it has been partially written off for accounting purposes, and Oaktree is incentivized to delay wholly writing off investments. (35) Secondaries and Other General Partner-Led Transactions Oaktree could propose to a Managed Fund’s Investors Committee or investors one or more transactions that would enable such investors to monetize or restructure all or a portion of their interests in a Managed Fund, including through the use of a continuation vehicle (each such transaction, a “Secondary Transaction”). The sale of an investment to a continuation vehicle could result in certain investors and/or Oaktree (including employees and affiliates) disposing of their investments in the underlying assets at a different time than some or all investors of such Managed Fund and otherwise taking actions with respect to such investments that are different than the actions taken by other investors. Secondary Transactions have the potential for conflicts between the interests of a Managed Fund or investors and those of Oaktree or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Oaktree or an affiliate will continue to manage and receive fees and/or performancebased compensation relating to the subject assets following the transaction, their incentives are expected to Page 46 of 75
diverge from those of investors who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Managed Fund, Oaktree and any buyer group relating to the valuation and consideration offered for the investment(s) subject to the transaction. Further, Oaktree is expected to be incentivized to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors participate in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as investors in the relevant Managed Fund, and in such circumstances Oaktree reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to investors and/or the relevant Investors Committee prior to the closing of the transaction, there can be no assurance that Oaktree will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Managed Fund or any individual investor or group of investors. However, Oaktree reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant governing documents. (36) Borrowings and Guarantees Certain accounts are permitted to obtain short-term bridge financings or borrowings to fund acquisitions prior to the receipt of capital contributions. In addition, certain accounts are permitted to incur other, longer-term, indebtedness and guarantee obligations with respect to portfolio investments and expenses. Obligations may also be incurred in connection with the granting of guarantees by certain Managed Funds for environmental liabilities or so-called “bad boy” guarantees for fraud, willful misconduct, gross negligence, misapplication, misappropriation, bankruptcy and similar matters. In connection therewith, the accounts or certain subsidiary entities may enter into one or more credit facilities or guarantees that are secured by unfunded capital commitments and/or the account’s portfolio investments and assets. While such activities may present opportunities for increasing the account’s total return, it may increase losses as well. The interest expense and other costs of any such borrowings will be borne by the relevant Managed Account or Managed Fund and, accordingly, decrease net returns of such Managed Account or Managed Fund. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return (if applicable), which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant account. In light of the foregoing, Oaktree and its affiliates have an incentive to cause an account to borrow in this manner in lieu of drawing down capital commitments. In other circumstances, the use of fund-level borrowing can increase the base of an account’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition that includes a borrowing component. As a general matter, use of leverage in lieu of drawing down capital commitments amplifies returns (either negative or positive) to clients and investors. (37) Use of Subscription Lines and Asset-Backed Facilities The accounts and/or their subsidiaries are expected to enter into credit facilities (including asset-based borrowing as well as “back leverage” and ,potentially, “NAV” facilities) or other short-term borrowing arrangements pursuant to which some or all of the Fund’s portfolio assets and/or the unfunded capital commitments of the investors may be charged, pledged or assigned as collateral security for (a) amounts borrowed by an account or a subsidiary and/or (b) guarantees by an account of any such financing vehicle’s obligations. Such credit facilities or guarantees may be secured by an assignment of the investors’ unfunded capital commitments and/or the account’s portfolio investments and assets, and Oaktree’s right to call for additional capital contributions from the investors and exercise and enforce any remedies in respect of any defaulting investor. The use of Managed Fund-level borrowing can increase the base of the Managed Fund’s
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management fee calculation, such as where management fees are based in whole or in part on an acquisition cost that includes a borrowing component. Conflicts of interest also have the potential to arise to the extent that a subscription line or “NAV” facility is used to make an investment that is later sold in part to coinvestors (including one or more co-investing account) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line or “NAV” facility and neither the Fund nor investors generally will be compensated for providing the guarantee(s) or being subject to the related costs, expenses and/or liabilities. The use of a subscription-based or “NAV”-based credit facility may present conflicts of interest because the interest rate on such borrowings are typically less than the rate of the preferred return and such preferred return does not accrue on such borrowings but only accrues on capital contributions when made. Subject to the limitations in the governing documents, the use of a subscription-based credit facility by an account is within Oaktree’s discretion. The costs of establishing and maintaining the credit facility will be borne by the account including where the account utilizes the credit facility to purchase assets that are later sold-down to co-investors. Therefore, such co-investors (potentially including service providers, Investment Related Consultants, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) stand to receive the benefit of the use of the credit facility as such co-investors generally will not bear any portion of the risks, obligations, costs of, or liabilities associated with, establishing and maintaining the credit facility (or any related guarantees). (38) Cyber Security Breaches and Technology Outages Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and are expected to continue to increase in frequency and severity in the future. The information and technology systems of Oaktree, its affiliates, portfolio companies, issuers and service providers may be vulnerable to damage or interruption from cyber security breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors or malfeasance by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes, earthquakes or terrorist incidents. If unauthorized parties gain access to such information and technology systems, or if personnel abuse or misuse their access privileges, they may be able to steal, publish, delete or modify private and sensitive information, including personal information related to our investors (and their beneficial owners) and material information. Although Oaktree has implemented, and portfolio companies, issuers and service providers may implement various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Oaktree does not control the cybersecurity plans and systems put in place by third party service providers, and such third-party service providers may have limited indemnification obligations to Oaktree, its affiliates, its accounts, the investors and/or a portfolio company or issuer, each of which could be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified in a timely manner or at all, even with sophisticated prevention and detection systems. This could potentially result in further harm and prevent such breaches from being addressed appropriately. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Oaktree’s, its affiliates’, Oaktree Accounts’ and/or a portfolio company’s or issuer’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information related to our investors (and their beneficial owners), material non-public information and the intellectual property and trade secrets and other sensitive information of Oaktree and/or portfolio companies or issuers. Oaktree, Oaktree Accounts and/or a portfolio company or issuer could be required to make a significant investment to remedy the effects of any such failures, harm to their reputations, legal claims that they and their respective affiliates may be subjected to,
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regulatory action or enforcement arising out of applicable privacy and other laws adverse publicity, and other events that may affect their business and financial performance. (39) Public Health Emergencies and Other Geopolitical Risks An unstable geopolitical climate and continued threats of terrorism could have a material adverse effect on general economic conditions, market conditions and market liquidity. Additionally, a serious pandemic or natural disaster could severely disrupt global, national and/or regional economies. No assurance can be given as to the effect of these events on the value of the Oaktree Account’s investments. Without limiting the foregoing, the 2020 outbreak of the form of coronavirus (“COVID-19”) resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity and debt markets. Any public health emergency, including the COVID-19 pandemic and the emergence of additional variants of COVID-19, or any outbreak of other existing or new epidemic or pandemic diseases, or the threat thereof, could have a significant adverse impact on accounts and their investments, and could adversely affect an account’s ability to fulfill its investment objectives. The extent of the impact of any public health emergency on an account and its investments’ operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the scale and efficacy of government stimulus measures, the extent of any related travel advisories and restrictions implemented, the impact of the public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact (a) the value and performance of an account’s investments, (b) the ability of the companies in which an account invests to continue to meet loan covenants, post margin or repay loans provided by account on a timely basis or at all, or (c) the ability to source, manage and divest investments and to achieve its investment objectives, all of which could result in significant losses to the account. With respect to any revolving or delayed draw loans made by an account to a portfolio company, a portfolio company may be incentivized for liquidity or other reasons to draw on most, if not all, of the unfunded portion of such loan and the account may not have the ability under the applicable credit agreement to refuse to fund such draw without the account being in default and suffering financial penalties. The foregoing market conditions may cause the account to write down assets materially as the fair market value of its investments may be reduced in light of a potential or actual economic decline or recession, decline in or lack of consumer confidence or uncertain and volatile market conditions that are difficult to assess or predict. In addition, the operations of an account, the companies in which it invests, the general partner of a Managed Fund or Oaktree may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of Oaktree personnel or the personnel of any company in which an account invests. (40) International Conflicts Wars and other international conflicts, as well as other current or future regional or global conflicts and heightened geopolitical tensions, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses, and may impose additional sanctions, export controls, investment restrictions or other measures in the future. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the accounts or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may Page 49 of 75
have a significant adverse impact and result in significant losses to the accounts. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability and/or increased cost of capital. It may also limit the ability of an account to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) or retaliatory measures by affected parties may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any accounts intend to pursue, all of which could adversely affect an account’s ability to fulfill its investment objectives. (41) Business Continuity Oaktree is dedicated to the safety of its employees and high availability of its operational functions when faced with an emergency or crisis event. The SEC has taken the position that an investment adviser’s fiduciary obligation to its clients includes taking steps to protect its clients' interests from being placed at risk as a result of the investment adviser’s inability to provide investment advisory services after a disaster, loss of key personnel or other interruption of the business. Accordingly, Oaktree has implemented a comprehensive Business Continuity Program that allows the company to prepare for, respond to, and recover from adverse circumstances in today’s evolving global threat environment. Oaktree’s Business Continuity Program is governed under the Business Continuity Policy and oversight is provided by the Enterprise Risk Council. This Business Continuity Program consists of well-defined program elements, with each element being defined by process documentation, training materials and charters for groups that actively carry-out the elements within the organization. Oaktree is committed to building a more resilient organization and continuous improvement of the Business Continuity Program. The Program emphasizes regular testing and exercising of program elements, learning through exercise analysis, continuous improvement and audit interactions. (42) Privacy and Data Protection Law Compliance Risk The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Oaktree, its affiliates, the accounts and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as having a negative impact on reputation and performance of the accounts. As Privacy Laws are implemented, interpreted and applied, compliance costs for Oaktree, its affiliates, the accounts and/or their portfolio companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Oaktree, its affiliates, the accounts and/or their portfolio companies. (43) Investing in Different Parts of the Capital Structure of the Same Issuer Various accounts invest in a broad range of asset classes throughout the corporate capital structure, including loans and debt securities, preferred equity securities and common equity securities. In some cases, accounts will hold an interest in one part of a company’s capital structure while one or more other accounts holds an interest in another part of that company’s capital structure. In such cases the interests of each account may conflict with one another. Please reference Item 12 below for further discussion of this potential conflict. Page 50 of 75
(44) No or Limited Availability of Insurance against Certain Catastrophic Losses Certain losses of a catastrophic nature, such as wars, earthquakes, typhoons, terrorist attacks or other similar events, may be either uninsurable or insurable at such high rates that to maintain such coverage would cause an adverse impact on the related investments. In general, losses related to terrorism are hard and expensive to insure against. Some insurers exclude terrorism coverage from their all-risk policies. In some cases, the insurers offer significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a result, investments may not be insured against terrorism. If a major uninsured loss occurred, Oaktree Accounts could lose both invested capital in and anticipated profits from the affected investments. (45) Inflation and Deflation Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of an account’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio investments in which accounts invest and may make defaults more likely, which may result in a decline in the value of the investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the accounts’ investments and their aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the issuer’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of Oaktree Accounts. (46) Changes to Benchmark Rates To the extent that an account’s investments, borrowing facilities, hedging activities, derivatives or other assets or structures are tied to interest rates based on benchmark or reference rates, including the Secured Overnight Financing Rate (SOFR) or other rates (each, a “Benchmark Rate”), such account may be subject to certain material risks, including the risk that a Benchmark Rate is terminated, ceases to be published or otherwise ceases to be broadly used by the market. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from the London Interbank Offered Rate (“LIBOR”), for instance, to new Benchmark Rates.
Item 9. Disciplinary information
On July 10, 2018, the SEC accepted Oaktree’s offer to resolve an investigation into violations of Rule 206(4)-5 of the Investment Advisers Act, which prohibits a registered investment adviser from receiving compensation for advisory services from a governmental entity for two years after a prohibited political contribution exceeding certain limits is made by the adviser or a “covered associate” of the adviser to an official of or candidate for office of that governmental entity. Oaktree cooperated immediately and fully with the SEC’s inquiry into this matter and, without admitting or denying the SEC’s findings in an administrative cease and desist order, agreed to a censure, to cease Page 51 of 75
Read the rest of Item 9 (166 more words)
and desist from committing or causing any violations and any future violations of Section 206(4) of the Investment Advisers Act and Rule 206(4)-5 thereunder, and to pay a civil monetary penalty of $100,000. On September 25, 2024, the SEC accepted Oaktree’s offer to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rules 13d-2 and 16a-3 thereunder, which require certain investors, like Oaktree, that beneficially own the registered equity securities of a public company to file reports with the SEC of their beneficial ownership in the equity of the company, including changes in their beneficial ownership, within specified timeframes. Oaktree cooperated immediately and fully with the SEC’s investigation, and, without admitting or denying the SEC’s findings, in a settled proceeding agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-2 and 16a-3 thereunder and to pay a $375,000 penalty.
Item 10. Other financial industry activities and affiliations
a. other financial industry activities Oaktree is currently registered with the CFTC as a commodity pool operator and commodity trading advisor and is a member of the NFA. Certain of its management persons and employees that are involved in marketing activities are registered with the CFTC as principals or associated persons. Certain Oaktree employees are also associated with one or more unaffiliated investment-related businesses or registered investment adviser firms, which in some cases are clients or client affiliates. These employees may face conflicts of interest in dedicating time and resources to the Managed Funds and Managed Accounts, which may have a detrimental effect on performance of these accounts.
Read the rest of Item 10 (543 more words)
Oaktree addresses this conflict of interest by providing in its Code of Ethics, as described in Item 11 below, that all supervised persons have a duty to act in the best interests of each account and by providing training to supervised persons with respect to conflicts of interest and how such conflicts are resolved under Oaktree’s policies and procedures.
b. affiliate financial industry activities OCM Investments, LLC, an affiliate of Oaktree, is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc (“FINRA”). Certain Oaktree employees that are involved in marketing activities are registered representatives of OCM Investments, LLC. Oaktree or its affiliates serve as the general partner or investment manager of certain Managed Funds for which clients may be solicited to invest. Interests in them may be offered through OCM Investments, LLC. OCM Investments, LLC does not receive a commission on such sales but is paid for services performed by Oaktree. Oaktree utilizes Brookfield Private Wealth LLC, a Brookfield subsidiary and a broker-dealer registered with the SEC and FINRA, to distribute and market certain Managed Funds. Oaktree Fund Advisors, LLC, an affiliate of Oaktree, is an investment adviser registered with the SEC. Oaktree Fund Advisors, LLC offers investment advisory services to companies that have elected (or will elect) to be regulated as business development companies (“BDCs”) as well as open-end/closed-end investment companies (“40 Act Funds”) registered under the Investment Company Act. Oaktree Fund Advisors, LLC is also a sub-adviser for Brookfield Real Estate Income Trust Inc., formerly Oaktree Real Estate Income Trust, Inc. In addition, directly or indirectly, Oaktree seeks the investment management, advisory or marketing services of its affiliates outside of the United States with respect to certain Managed Funds and Managed Accounts. Oaktree pays fees directly or indirectly to such affiliates for services performed. Ten of these affiliates, Oaktree Capital Management (UK) LLP, Oaktree Capital Management (Europe) LLP, Oaktree Capital Management (International) Limited, Oaktree Capital (Hong Kong) Limited, Oaktree Japan, Inc., Oaktree Infrastructure IV Manager LLC, Oaktree Infrastructure Manager LLC, Oaktree CLO Management Company, LLC, Oaktree European CLO Management Company, LLC, and Oaktree Capital Management (Dubai) Limited are deemed to be relying advisers pursuant to Oaktree’s registration. These entities provide investment sub-management and advisory services to Oaktree and certain Page 52 of 75
Managed Accounts and Managed Funds, and certain of these entities perform marketing activities. Oaktree Capital Management (UK) LLP, Oaktree Capital Management (International) Limited and Oaktree Capital Management (Europe) LLP are authorized and regulated by the Financial Conduct Authority in the United Kingdom. Oaktree Capital (Hong Kong) Limited is registered with the Securities and Futures Commission in Hong Kong, Oaktree Japan, Inc. is registered with the Kanto Local Finance Bureau in Japan, and Oaktree Capital Management (Dubai) Limited is registered with the Dubai Financial Services Authority. Oaktree also has “participating affiliates” with respect to its sub-advisory relationships with respect to certain funds pursuant to SEC guidance allowing U.S. registered investment advisers to use investment advisory resources of nonU.S. investment adviser affiliates subject to the regulatory supervision of the U.S. registered investment adviser. Such participating affiliates and their employees are considered to be “associated persons” of Oaktree as that term is defined in the Investment Advisers Act for purposes of Oaktree’s required supervision.
Item 11. Code of ethics, participation in client transactions and personal trading
a. code of ethics and personal trading All employees of Oaktree and its affiliates, as well as certain consultants and other external service providers (collectively, “Oaktree Representatives”) are subject to Oaktree’s Code of Ethics or Code of Conduct (collectively referred to herein as the “Code”). The Code outlines Oaktree’s policies and procedures regarding standards of conduct, personal investment transactions, handling of material, non-public information and other areas. In addition, the Code provides for sanctions in the event of violations of the stated policies and procedures.
Read the rest of Item 11 (7,775 more words)
The Code contains several restrictions and procedures designed to mitigate conflicts of interest surrounding personal investment transactions of Oaktree Representatives including: (1) pre-clearance of certain personal investment transactions; (2) quarterly reporting of non-exempt personal securities transactions which were transacted during the quarter; (3) annual holdings reports; (4) a prohibition against personally acquiring securities in an initial public offering or a new issue offering; (5) a prohibition against purchasing securities of a private placement without prior approval; (6) a prohibition against portfolio managers, traders or investment analysts purchasing or selling any securities for his or her own account or any account in which he or she may have beneficial interest for a period of fifteen business days prior or subsequent to an Oaktree transaction of the same security on behalf of an account for which they are involved in the decision-making process; (7) a prohibition, with respect to certain investment personnel that provide investment advice to open-end investment companies registered under the Investment Company Act, from profiting from the purchase and sale, or sale and purchase, of the same securities (including underlying equity securities), within 60 calendar days; (8) a prohibition against acquiring any security which is subject to an applicable restriction without prior approval; (9) a prohibition on entering into a short sale transaction or any transaction that has the same economic effect (e.g., short common stock, purchase a put option or sell a naked call option) on any security of an issuer for which a position is held long in an account; and (10) a prohibition, when holding period requirements apply, on buying and selling, or selling short and buying to cover, the same security within 60 calendar days. Monitoring of employee personal securities transactions, including those of their related persons, as defined under Oaktree’s Code, is handled by Compliance department personnel and any required and related records are maintained by the Compliance department. Oaktree’s Code contains an Insider Trading Policy. Specifically, the Code prohibits Oaktree Representatives from buying or selling securities either for themselves or on behalf of others while in possession of material, non-public information about the issuer that violate applicable securities laws. The Code also prohibits the communication of material, non-public information about an issuer of securities to others who have no official need to know. To limit the impact of the receipt of material, non-public information on our investments teams’ Page 53 of 75
ability to trade on behalf of accounts, Oaktree has established a permanent information wall between our investment teams that focus primarily on traded debt and equity, which typically receive only public information about issuers, and our investment strategies that make private investments, which frequently need to receive confidential or material non-public information about issuers as further discussed above under Item 8 “Access to Material, Non-Public Information”. Oaktree maintains separate “Restricted Securities Lists” for the public investment teams and the private investment teams. If information is received by an investment team on the private side of the wall, the issuer will be placed on the private-side Restricted Securities List, which will prohibit any purchases or sales of the issuer’s securities by Oaktree investment groups on the private side of the wall or Oaktree personnel in such groups (including any related person) without prior approval. If information is received by an investment team on the public side of the wall, the issuer will be placed on the public-side Restricted Securities List, which will prohibit any purchases or sales of the issuer’s securities by Oaktree investment groups on the public side of the wall or Oaktree personnel in such groups (including any related person) without prior approval. Oaktree personnel who are not part of an investment group (including any related person) are subject to both the public-side and private-side Restricted Securities Lists for their personal securities transactions. Additional provisions of the Code outline Oaktree’s policies governing (1) gifts, meals, and entertainment; (2) political activity; (3) employee business activities outside their employment with Oaktree, including serving as a director and certain fiduciary appointments; (4) compliance with anti-corruption and anti-bribery laws; (5) use of expert networks; and (6) the maintenance of confidentiality of certain information. Oaktree reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with Oaktree on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential to materially affect the investments available to the Oaktree Accounts or the expenses borne thereby. A copy of Oaktree’s Code will be made available to existing clients and prospective clients upon written request to the attention of Rodney Vencatachellum, Managing Director/Chief Compliance Officer, at Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California, 90071.
b. participation or interest in client transactions OCM Investments, LLC and certain other affiliates of Oaktree make recommendations to clients to invest in limited partnerships or other pooled investment vehicles for which Oaktree or an affiliate either acts as the general partner with an ownership interest (and receives its applicable share of any profits or losses associated with that ownership interest) and/or receives a management fee and/or performance-based fee, or as the manager, investment adviser or sub-adviser who receives a management fee and/or performance-based fee. In each case, at the time of such recommendation, disclosure will be made regarding Oaktree’s relationship with the pooled vehicle and any potential conflict of interest that might arise out of such relationship. Oaktree or any of its affiliates may purchase or sell securities of entities for itself that Oaktree also recommends for purchase or sale by its accounts. Oaktree, or any of its affiliates, may also cause accounts to purchase or sell securities in entities that in turn advise or are advised by entities whose securities are owned by Oaktree or its affiliates. In addition, Oaktree, or any of its affiliates, may sell all or a portion of an investment in an account to one or more clients or investors. In addition, Oaktree Representatives may buy or sell securities or other instruments that Oaktree has recommended to accounts. Such transactions in securities by Oaktree Representatives are subject to policies and procedures as outlined in Oaktree’s Code and as described above. Oaktree and eligible Oaktree Representatives may also invest in the various pooled vehicles for which Oaktree or certain of its affiliates act as investment manager (see Item 5.A above for a discussion of fees paid by Oaktree Representatives for such investments).
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c. other conflicts of interest (1) Conflicts Relating to Brookfield Brookfield holds a majority economic interest in Oaktree’s business, but Brookfield and Oaktree operate their respective investment businesses largely independently. The firms operate under their own brands and are led by separate management and investment teams. Brookfield and Oaktree generally manage their investment operations independently of each other pursuant to an information barrier. So long as the information barrier remains in place, Brookfield, the funds and accounts managed by Brookfield (collectively, “Brookfield Accounts”), and their respective portfolio companies will not be treated as “affiliates” of Oaktree or the Managed Funds for purposes of the Managed Funds’ limited partnership agreements, nor for purposes of Oaktree’s identification and management of conflicts of interest (e.g., allocation of investment opportunities, transactions or service with Oaktree Accounts). There is (and in the future will continue to be) overlap in the investment strategies and investments pursued by Oaktree and Brookfield. Nevertheless, Oaktree does not typically coordinate or consult with Brookfield with respect to investment activities and/or decisions. While this absence of coordination and consultation in general, and the information barrier described above, will in some respects serve to mitigate conflicts of interests between Oaktree and Brookfield, these same factors also give rise to certain conflicts and risks in connection with Brookfield’s and Oaktree’s investment activities, and make it more difficult to mitigate, ameliorate or avoid such situations. For example, because Brookfield and Oaktree generally do not typically coordinate or consult with the other about investment activities and/or decisions made by the other, and neither Brookfield nor Oaktree is currently subject to any internal approvals over its investment activities and decisions by any person who would have knowledge and/or decision-making control of the investment decisions of the other, it is expected that Brookfield will pursue investment opportunities for Brookfield Accounts which would also be suitable for Oaktree Accounts, but which are not made available to such Oaktree Accounts. Brookfield Accounts and Oaktree Accounts may also compete for the same investment opportunities. Such competition may adversely impact the purchase price of investments. Brookfield will have no obligation to, and generally will not, share investment opportunities that may be suitable for the Oaktree Accounts, and Oaktree and Oaktree Accounts will have no rights with respect to any such opportunities. In addition, Brookfield will not be restricted from forming or establishing new Brookfield Accounts, such as additional funds or successor funds, some of which may directly compete with Oaktree Accounts for investment opportunities. Any such Brookfield Accounts will be permitted to make investments of the type that are suitable for Oaktree Accounts without the consent of Oaktree. Oaktree Accounts and Brookfield Accounts are permitted to purchase investments from or sell investments to each other, as well as jointly pursue investments. In addition, Brookfield Accounts may in certain cases hold interests in investments (or potential investments) or subsequently purchase (or sell) interests in investments held by Oaktree Accounts. In such situations, Brookfield Accounts could benefit from the Oaktree Account’s activities. Conversely, Oaktree Accounts could be adversely impacted by Brookfield’s activities or refrain from taking certain actions as a result of such activities, which may have an adverse impact on Oaktree Accounts. In addition, as a result of different investment objectives, views and/or interests in investments, it is expected that Brookfield will manage certain investments of Brookfield Accounts in a way that is different from an Oaktree Account’s investments in the same issuers (including, for example, by investing in different portions of the issuer’s capital structure, short selling securities, voting securities or exercising rights it holds in a different manner, and/or buying or selling its interests at different times or prices or under different terms than Oaktree Accounts), which could adversely impact the Oaktree Account’s interests. Brookfield and its affiliates are also expected to take positions, give advice and provide recommendations that are different from, and potentially contrary to, those which are taken by, given or provided to Oaktree Accounts, and are expected to hold positions that potentially are adverse to those held by Oaktree Accounts. Oaktree Accounts and any such Brookfield Accounts will have divergent interests, including the possibility that the position of Oaktree Accounts is subordinated to or otherwise adversely affected by virtue of such Brookfield Page 55 of 75
Accounts’ involvement and actions related to the applicable issuer, which could adversely impact the Oaktree Accounts’ position. Brookfield will not have an obligation or other duty to make available for the benefit of Oaktree Accounts any information regarding its activities, strategies and/or views. On October 13, 2025, Oaktree and Brookfield announced that they have agreed on a proposed transaction whereby Brookfield will acquire the remaining equity in Oaktree that it does not already own. The transaction is expected to close in the first half of 2026, subject to regulatory approvals. Once the transaction is completed Oaktree will be wholly owned by Brookfield and Brookfield will control Oaktree’s business. Oaktree will become part of Brookfield Credit and Oaktree’s co-chief executive officers will become the cochief executive officers of Brookfield Credit, reporting to the chief executive officer of Brookfield Asset Management Ltd. While Brookfield Credit and Oaktree will operate as a distinct business unit and with its own dedicated investment teams, it is likely that Brookfield and Oaktree will coordinate in many areas more closely than they have in the past. In addition, it is expected that certain of Oaktree’s business units will be combined with certain business units of Brookfield or its affiliates. In 2020 Oaktree and Brookfield consolidated certain personnel working in their separate sales team to form a marketing firm focused on wealth management activities, to implement Brookfield Private Wealth LLC, which serves as a limited purpose broker-dealer for Oaktree- and Brookfield-related products and/or funds advised or managed by Oaktree, Brookfield or their affiliates, with respect to high net worth clients. Brookfield Private Wealth LLC aims to simplify client engagement, remove the duplication of roles, improve resource efficiency, cost effectiveness and scale and eliminate confusion that can arise from having both firms conduct separate sales efforts to the same or overlapping clients. Further, Brookfield Investment Management (Canada) Inc., a subsidiary of Brookfield, may act as placement agent for Oaktree Managed Funds for certain investors in Canada. In connection with Brookfield’s pending acquisition of the remaining equity in Oaktree described above, Oaktree’s sales and client services team will join Brookfield’s Global Client Group to operate as a single team servicing Brookfield and Oaktree clients for the combined global organization. Brookfield and Oaktree are affiliates of each other for purposes of certain laws and regulations, notwithstanding their current operational independence and the existence of an information barrier between them, and it is anticipated that in certain cases Brookfield Accounts and Oaktree Accounts will have positions (which in some cases will be significant) in the same issuers. In those instances Brookfield and Oaktree will potentially need to aggregate their investment holdings, including holdings of Brookfield Accounts and Oaktree Accounts, for certain securities law purposes (including trading restrictions under Rule 144 under the Securities Act, and potentially reporting obligations under Section 13 of the Exchange Act and reporting and short-swing profit disgorgement obligations under Section 16 of the Exchange Act) and other regulatory purposes (including, for example, public utility companies and public utility holding companies; bank holding companies; owners of broadcast licenses, airlines, railroads, water carriers and trucking concerns; casinos and gaming businesses; and public service companies such as those providing gas, electric or telephone services). Consequently, Brookfield’s activities could result in earlier public disclosure of investments held by Oaktree Accounts and/or restrictions on transactions by such Oaktree Accounts (including the ability to make or dispose of investments at times that Oaktree may otherwise have recommended), adverse effects on the prices of such Oaktree Accounts’ investments or the ability of the Oaktree Accounts to dispose of their investments, potential short-swing profit disgorgement, penalties and/or regulatory remedies, or otherwise create conflicts of interests for such Oaktree Accounts. In managing its investment activities, Brookfield will act for its own account or on behalf of Brookfield Accounts and act in its or their own interest, without regard to the interests of Oaktree Accounts. The potential conflicts of interest described herein may be magnified as a result of the general lack of information sharing and coordination between Brookfield and Oaktree with respect to investment activities. For example, Oaktree’s investment teams are in most cases not expected to be aware of, and as a result will not have the ability to manage such conflicts. Even if Oaktree investment teams become aware of Brookfield’s Page 56 of 75
investment activities through public information, neither Oaktree nor Brookfield will be required to engage in information-sharing or coordinate with each other with respect to such investments. Brookfield and Oaktree may decide at any time, and without notice to investors and clients, to remove or modify the existing information barrier between Brookfield and Oaktree. In the event that the information barrier is removed or modified, it is expected that Oaktree, Brookfield and/or its affiliates will collectively evaluate, in their sole discretion, whether to adopt new or different protocols designed to address potential conflicts and other considerations relating to the management of their investment activities as a result of such removal or modification of the information barrier. Breaches (including inadvertent breaches) of the information barrier and related internal controls by Brookfield, its affiliates and/or Oaktree could result in significant consequences to Oaktree (and Brookfield and its affiliates) as well as have a significant adverse impact on Oaktree Accounts, including potential regulatory investigations and claims for securities laws violations in connection with Oaktree Accounts’ investment activities. These events could have adverse effects on Oaktree’s reputation, result in the imposition of regulatory or financial sanctions, negatively impact Oaktree’s ability to provide investment management services to Oaktree Accounts and result in negative financial impact to an Oaktree Account’s investments. Brookfield will not have any obligation or other duty to make available for the benefit of Oaktree Accounts any information regarding the activities, strategies or views of Brookfield or any Brookfield Accounts. Furthermore, to the extent that the information barrier is removed or otherwise ineffective and Oaktree has the ability to access analysis, models and/or information developed by Brookfield, its affiliates and their personnel, Oaktree will not be under any obligation or other duty to access such information or effect transactions on behalf of Oaktree Accounts in accordance with such analysis and models, and in fact may be restricted by securities laws from doing so. Oaktree Accounts may make investment decisions that differ from those they would have made if Oaktree had pursued such information, which may be disadvantageous to such Oaktree Accounts. Brookfield has in certain circumstances engaged and may in the future engage Oaktree, Oaktree Accounts and/or their respective portfolio companies to provide certain services to Brookfield Accounts and their portfolio companies, including non-investment management-related services and other services that would otherwise be provided by third-party service providers or Brookfield affiliates, as the case may be. Such persons may provide such services at different rates than those charged to the Oaktree Accounts or its affiliates than it will charge to the Brookfield Accounts. While Oaktree will determine in good faith what rates and expenses it believes are acceptable for the services being provided to Oaktree Accounts, there can be no assurances that the rates and expenses charged to Oaktree Accounts will not be greater than those that would be charged in alternative circumstances. In addition, Oaktree is permitted to engage Brookfield, Brookfield Accounts or their portfolio companies to provide services to Oaktree Accounts and/or their portfolio companies, and the conflicts (and potential conflicts) of interest described above will apply equally for each such engagement. The rates charged by Oaktree for such services to Brookfield are expected to be different than those charged to Oaktree Accounts, and the rates charged to Brookfield may be less than the rates charged to the Oaktree Accounts. Brookfield has tax considerations that require the use of certain investment structures. It is possible that Oaktree may cause its Managed Funds to make investments through non-U.S. or U.S. corporations subject to corporate income tax or otherwise utilize structures that are less efficient than structures that would have been used in the absence of the need to structure investments in light of such tax considerations. This may adversely affect Oaktree’s ability to operate solely to maximize the Managed Fund’s cash flow. As described above, while Oaktree and Brookfield generally operate independently of one another and generally do not coordinate or consult with one another with respect to investment decisions, with information barriers and related policies and procedures in place governing interactions between the two firms and their respective personnel, the firms do communicate with one another regularly regarding matters of common interest, including for the purpose of assisting portfolio companies to identify business Page 57 of 75
development opportunities within each firm’s respective networks and portfolios. In addition, it is likely that Brookfield and Oaktree will coordinate in many areas more closely than they have in the past. Certain portfolio companies of the accounts may in the ordinary course of business provide services to, receive services from or participate in transactions or other arrangements with, portfolio companies owned by Brookfield or Brookfield Accounts, as well as Oaktree Accounts. Some of these arrangements and/or transactions, although consistent with the requirements of the applicable governing documents, may not have been entered into but for Oaktree’s relationship with Brookfield. For example, an Oaktree Account’s portfolio company may provide contracting or development services to, or enter into other services agreements with, a portfolio company of a Brookfield Account. Compensation for such services or consideration for such transactions or arrangements will be determined by the relevant portfolio companies participating in the arrangement, in their discretion. Such arrangements and/or transactions are expected to be consummated on an arm’s-length basis. In addition, such arrangements and/or transactions will not impact the management fee payable to Oaktree (i.e., such portfolio companies will be free to transact in the ordinary course of their businesses without limitations, including by charging their ordinary rates for such services). While such arrangements and/or transactions and the fees or compensation involved have the potential for conflicts of interest, Oaktree believes that the access to Brookfield and its portfolio companies enhances the accounts’ capabilities and is in the best interest of the accounts. This does not purport to be a complete list or explanation of all actual or potential conflicts that may arise as a result of Brookfield’s majority or complete ownership interest in Oaktree, and additional conflicts not yet known by Brookfield or Oaktree may arise in the future, and such conflicts will not necessarily be resolved in favor of the Oaktree Accounts’ interests. Because of the extensive scope of both Brookfield’s and Oaktree’s activities and the complexities involved in combining certain aspects of their businesses, the policies and procedures to identify and resolve such conflicts of interest will continue to be developed over time. (2) Conflicts Relating to 17Capital Oaktree is a significant owner of 17Capital Newco Limited (together with its subsidiaries and controlled affiliates (including investment funds managed by it or its affiliates), “17Capital”). 17Capital is a Londonbased investment management firm that specializes in providing financing to private equity management companies, funds, and institutional investors through various transaction structures such as preferred equity investments and NAV-based financing. 17Capital operates as an independent business, with its own product offerings and investment, marketing, and support teams, with Oaktree playing an oversight role as a significant owner and through its representatives on 17Capital’s board of directors. While Oaktree is a significant owner of 17Capital and may acquire ownership of the entire company in the future, each of 17Capital’s and Oaktree’s investment activities are currently conducted independently of each other pursuant to an information barrier that exists between 17Capital and Oaktree, and accordingly, 17Capital will not operate or be treated as an affiliate of Oaktree. The relationship with 17Capital creates opportunities for collaboration, including potential co-investment deal flow opportunities for Oaktree, Oaktree Accounts and for Brookfield. However, Oaktree’s interest in 17Capital also presents certain potential conflicts of interest. 17Capital and Oaktree are expected to have access to each other’s marketing and investment sourcing resources, and Oaktree Managed Funds, as well as portfolio companies thereof, may utilize, and pay for, 17Capital’s services and/or receive financing and other forms of investment from, or arranged by, 17Capital. 17Capital may also sub-advise certain Oaktree Managed Funds. Any fees paid to or received by 17Capital and any amounts paid or distributed in respect of an investment from, or arranged by, 17Captial will not be considered Deal Fees, and consequently such fees will not reduce the management fee or (if applicable) carried interest paid by such Managed Funds. Furthermore, Oaktree, as a significant owner of 17Capital, will share in any profit generated by such fees or other revenue of 17Capital, but no such revenue will be shared with Oaktree Accounts. Oaktree also may benefit from a sale of its equity interest in 17Capital, if and when that were to occur. Any such sale proceeds received by Oaktree would belong exclusively to Oaktree and would not be shared with Oaktree Accounts. At present Oaktree does not see there being Page 58 of 75
significant overlaps between the investment activities of Oaktree Accounts and those of 17Capital, but such overlaps could arise in the future, in which case Oaktree would seek to manage any resulting conflicts in good faith and in a manner consistent with its fiduciary duties. (3) Trading Restrictions Oaktree provides a variety of services for, and advice to, various clients, including issuers of securities that Oaktree recommends for purchase or sale by accounts. In the course of providing these services, Oaktree and Oaktree Representatives frequently come into possession of material, non-public information which, if disclosed, might affect an investor's decision to buy, sell or hold a security. Under applicable law, Oaktree and Oaktree Representatives are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other person, including Oaktree's accounts. In connection with investment in distressed debt instruments, Oaktree often seeks representation on creditors’ committees. As a member of a creditors’ committee, Oaktree may owe certain obligations generally to all creditors similarly situated that the committee represents and may be subject to various trading or confidentiality restrictions. In addition, the size of an equity holding in a particular issuer, or contractual rights or arrangements obtained by an Oaktree Account in connection with an investment, may enable the account to designate one or more directors to serve on the boards of entities in which the account invests. As a member of a board, Oaktree Representatives often come into possession of non-public information and may be subject to various trading or confidentiality restrictions, either contractually or pursuant to applicable securities laws. While such board and committee representations may enhance Oaktree’s ability to influence the outcome of the investments for its accounts, it may also have the effect of impairing the ability of all Oaktree Accounts from engaging in any transactions with respect to securities of such issuer. Oaktree’s policies and procedures regarding the receipt and handling of material non-public information are outlined in the Code and are more fully described above. (4) Corporate Investments Oaktree and its corporate affiliates have acquired and may continue to acquire interests in companies that provide services to one or more accounts. Oaktree’s interest in such a company presents a conflict of interest as the accounts will be paying such company for its services and Oaktree through its ownership interest will share in any profit. To avoid benefitting at the expense of such accounts, Oaktree may agree, but is not required, to take steps to avoid benefiting at the expense of an accounts, such as agreeing to rebates or offsets against net income received by Oaktree from such company that is attributable to the fees paid by an account. Even if such rebates or offsets occur, Oaktree is nevertheless expected to benefit from its ownership of such a company if the company’s business is successful. For example, Oaktree may benefit from the sale of its equity interest in the company, or the company may provide services to third parties unaffiliated with Oaktree and, if that business is profitable, Oaktree would benefit as an owner of the company. (5) Portfolio Company Services to Accounts and Portfolio Company Transactions Certain accounts have acquired, and may in the future acquire, interests in companies that provide services to one or more other accounts. The payment of fees by accounts to a service provider owned in whole or in part by other accounts may give rise to potential conflicts of interest to the extent Oaktree directed or initiated such transaction. If Oaktree believes such instances may give rise to a conflict of interest, Oaktree will address such conflicts based on the facts and circumstances presented by each situation and attempt to employ measures to ensure that the accounts using the company’s services are charged arm’s-length prices for the services they receive. (6) Side Letters and Preferential Rights Oaktree and/or its affiliates have, and in the future are expected to, enter into side letters or other similar agreements (“Side Letters”) with certain investors that provide such investors with additional or different rights than such investors have pursuant to the governing documents of a Managed Fund or Managed Page 59 of 75
Account. Examples of such rights may include, without limitation, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics, rebates in connection with the performance of investments), more favorable liquidity terms, rights to co-investment opportunities and any rights granted to strategic investors, rights to serve on the Investors Committee, the right to receive certain additional information, certifications, reporting and/or notifications from an Oaktree Account or Oaktree or any of its affiliates and/or the manner in which information and/or notice shall be provided, confidentiality protections and disclosure rights, modification of default remedies, as well as economic, procedural and other terms. As a result of such Side Letters, certain investors will receive additional benefits that other investors will not receive, including investors that are affiliates of Brookfield. Any rights or terms so established in a Side Letter with an investor will govern solely with respect to such investor and will generally not require the approval of any other investor. In addition, Oaktree and its affiliates are expected to enter into arrangements with investors involving an investor’s overall relationship with Oaktree and its affiliates, including one or more strategies in addition to the Oaktree Account’s strategy, with terms and conditions applicable solely to such investor and its investment in any Oaktree Account. Such an agreement may involve an investor agreeing to make a capital commitment to multiple Oaktree Accounts. Other Side Letter rights are likely to confer benefits on the relevant investor at the expense of the relevant Oaktree Account or of investors as a whole, including in the event that a Side Letter confers additional reporting, additional rights and/or transfer rights, the costs and expenses of which can be borne by the relevant Oaktree Account. As such, Side Letters subject Oaktree to potential conflicts of interest. (7) Corporate and Employee Benefits Oaktree and its personnel (including Investment Related Consultants) can be expected to receive certain intangible and/or other benefits, rebates and/or discounts and/or perquisites arising or resulting from their activities on behalf of Oaktree Accounts that will not be subject to the management fee offset or otherwise shared with the accounts, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as an account expense, or use of a corporate or personal credit or debit card, typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Oaktree and/or such personnel (including Investment Related Consultants), and not to the accounts and/or portfolio companies, even though the cost of the underlying service is borne by the accounts and/or portfolio companies. Oaktree, its personnel and other related persons also receive discounts on products and services provided by portfolio companies and/or customers or suppliers of such portfolio companies. In addition, in the course of Oaktree’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, Oaktree and its personnel expect to receive and benefit from information, “knowhow,” experience, analysis and data relating to Oaktree Accounts or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Oaktree Information”). In many cases, Oaktree Information will include tools, procedures and resources developed by Oaktree to organize or systematize Oaktree Information for ongoing or future use. Although Oaktree expects Oaktree Accounts and their portfolio companies generally to benefit from Oaktree’s possession of Oaktree Information, it is possible that any benefit will be experienced solely by other accounts or portfolio companies (or by Oaktree and its personnel) and not by the account or portfolio company from which Oaktree Information was originally received. Oaktree Information will be the sole intellectual property of Oaktree and solely for the use of Oaktree. Oaktree reserves the right to use, share, license, sell or monetize Oaktree Information, without offset to or otherwise a reduction of management fees payable by accounts, and the account or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Such other benefits or fees have the potential to give rise to conflicts of interest in connection with the account’s investment activities, and while Oaktree will seek to resolve any such conflicts in a fair and equitable manner, there is no assurance that any such conflicts will be resolved in favor of Oaktree Accounts.
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(8) Service Provider Conflicts Relationships with certain advisors and other service providers (including, without limitation, Investment Related Consultants, suppliers, vendors, accountants, administrators, lenders, bankers, brokers, attorneys and law firms (including fund or transaction counsel), consultants, appraisers, sustainability rating agencies, investment or commercial banking firms, investment advisers, asset management firms, fund distributors, developers or property managers, transaction service providers and their respective affiliates, personnel and related investment vehicles and certain other advisors and agents and Portfolio Service Providers (each, a “service provider”)) to accounts, Oaktree and/or certain entities in which the accounts have an investment, can give rise to conflicts of interest. The potential for conflicts is magnified where the service provider is, or is an affiliate of or has a relationship that bears indicia of affiliation with Oaktree, Oaktree Accounts and/or their respective portfolio companies, including Portfolio Service Providers. For example, certain service providers are owned, in whole or in part, by Oaktree, Oaktree Accounts, portfolio companies, or Oaktree personnel, or such persons or entities constitute a significant portion of a service provider’s clients or business or otherwise have significant direct or indirect control or influence over such service provider’s business through exclusivity or other special arrangements (including having certain governance, liquidity and information rights with respect to the service provider’s business). In certain cases, Oaktree and its affiliates and a service provider have access to each other’s resources (including marketing and investment sourcing resources) and shared office space. While Oaktree will seek to manage such potential conflicts of interest in good faith and select a service provider with a view to improving the performance or efficiency of the Oaktree Accounts and/or their portfolio companies, other service providers could ultimately prove to be more qualified to provide the applicable services or could provide such services at lesser cost. A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of Oaktree, Oaktree Accounts and portfolio companies in ways that other providers may not offer), could result in such service provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. Certain Oaktree subsidiaries or affiliates or portfolio companies of Oaktree Accounts, such as companies in the insurance and/or asset management industries, have the potential to invest in Oaktree Accounts and/or refer or cause their clients to invest in Oaktree Accounts, such that Oaktree and/or its affiliates will directly or indirectly be a service provider to such portfolio companies and/or their clients. Further, a portfolio company of Oaktree Accounts is permitted to engage Oaktree (or its affiliates) as an investment manager to manage its investments and to invest in Oaktree Accounts. Similar to other investors in Oaktree Accounts, such portfolio companies and/or their clients will bear fees, carried interest and/or expenses of Oaktree Accounts. While Oaktree does not expect to solely determine whether a portfolio company will invest in Oaktree Accounts, Oaktree and its affiliates are permitted to provide a portfolio company of Oaktree Accounts and/or an Oaktree subsidiary or affiliate the opportunity to invest in Oaktree Accounts and to otherwise have involvement in a portfolio company’s determination to invest in Oaktree Accounts, and have an economic incentive to do so, which results in a potential conflict of interest. There can be no assurance that such portfolio companies will invest in Oaktree Accounts on terms that are the same or better than those received by other investors. In addition, there can be no assurance that a portfolio company’s returns from an investment in Oaktree Accounts will be superior to the returns that it could have achieved by an investment in an investment vehicle managed by a third-party. The foregoing transactions will not require the approval of the Investors Committee of the relevant Oaktree Account or the investors and any fees earned by Oaktree and/or its affiliates in connection with an investment by a portfolio company of Oaktree Accounts will not be considered Deal Fees and will not offset the management fee. Affiliates of advisors or service providers, may also provide goods or services to or have business, personal, political, financial or other relationships with Oaktree, its affiliates, other accounts or their respective portfolio companies. Such advisors or service providers (or their employees) may be investors in Managed Page 61 of 75
Funds, Oaktree and/or their respective affiliates, sources of investment opportunities, co-investors or commercial counterparties or entities in which Oaktree and/or the accounts have an investment, and payments by an account and/or such portfolio companies may indirectly benefit Oaktree and/or such account. Additionally, certain Oaktree employees may have family members or relatives employed by advisors and service providers. These service providers and their affiliates may contract or enter into any custodial, financial, banking, advising or brokerage, placement agency or other arrangement or transaction with an account, Oaktree, its affiliates, any investor in a Managed Fund or any portfolio company in which an account has made an investment. These relationships may influence Oaktree and its affiliates in deciding whether to select or recommend such a service provider to perform services for an account or a portfolio company (the cost of which will generally be borne directly or indirectly by the particular account). Advisors, service providers and vendors often charge different rates, including discounted or below-market rates or no fee or otherwise have different arrangements for specific types of services. For example, the fee for a particular type of service may vary based on the complexity of the matter, the expertise required, demands placed on the service provider and the volume of matters and services. Where the types of services used by an account are different from those used by Oaktree, other accounts, their portfolio companies or their respective affiliates, any of the foregoing potentially will pay different or preferential amounts or rates than those paid by a particular account or its portfolio companies with respect to any particular advisor or service provider. Similarly, Oaktree, Oaktree Accounts and their respective portfolio companies and affiliates can be expected to enter into agreements or other arrangements with vendors, service providers and other similar counterparties (whether such counterparties are affiliated or unaffiliated with Oaktree) whereby such counterparty will, in certain circumstances, charge lower rates (or no fee) or provide discounts, rebates and/or other benefits for such service provider’s products or services depending on certain factors, including without limitation as a result of the volume of transactions entered into with such counterparty by Oaktree, Oaktree Accounts, and/or their respective portfolio companies in the aggregate or other factors. While Oaktree or the accounts or their respective portfolio companies can be expected to receive reduced rates, rebates and/or other benefits for such services as a result of the foregoing, it should not be expected that an account will receive the same discount or any discount, rebates or benefits. Therefore, Oaktree, other accounts or their respective portfolio companies have the potential to receive discounted rates and rebates and other benefits that could be more favorable than received by an account and its portfolio companies from services providers in part as a result of amounts paid by the account and/or its portfolio companies to such service providers. In addition, Oaktree investment strategies and business units typically negotiate rates on their own behalf and not on behalf of the accounts or their portfolio companies, which is also expected to lead to other Oaktree investment strategies and business units receiving different, and potentially more favorable, rates, rebates, terms and/or other benefits from commonly used service providers. Whenever Oaktree investment strategies and business units engage in a group purchasing arrangements that will also involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties, there can be no assurance that an account and its portfolio companies will receive benefits commensurate with their allocated costs. In certain circumstances where Oaktree commits or has committed to seek “market” or “arm’s-length” rates or terms, Oaktree will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Oaktree reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arm’s-length.” Consequently, Oaktree undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, Oaktree reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not Oaktree has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that Page 62 of 75
no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. In addition, certain advisors and service providers may temporarily provide their personnel to Oaktree, an account or their portfolio companies, including at cost or without charge. While accounts and their portfolio companies are often the beneficiaries of these types of arrangements, Oaktree may be a beneficiary of these arrangements as well, including in circumstances where the advisor or service provider also provides services to accounts in the ordinary course. Such personnel may provide services in respect of multiple matters, including in respect of matters related to Oaktree, its affiliates and/or portfolio companies and in any such circumstance the benefits or costs of any such personnel will be allocated in Oaktree’s discretion taking into consideration the usage of such personnel. (9) Investors Committee For Managed Funds whose governing documents provide for the establishment of an advisory board of certain investors (the “Investors Committee”), Oaktree will appoint one or more representatives of investors in such Managed Fund to the Investors Committees of such Managed Funds. Although the Investors Committee is intended to act as the representative of the investors in respect of certain matters as further described in the governing documents, including addressing potential conflicts of interest (including being authorized to provide consent on behalf of the Managed Fund in connection with certain affiliate transactions, Investment Advisers Act “assignments” or as otherwise requested by Oaktree), the Investors Committee may not have the same interests as all investors. Furthermore, the Investors Committee cannot be expected to be expert in such matters, and certain of its determination may, in fact, adversely affect the performance of the Managed Fund. In addition, members of the Investors Committee may have conflicts of interest that do not disqualify them from voting on or consenting to matters submitted for consideration or review. Such investors may have business and other relationships with Oaktree and its affiliates that may influence their voting on any matter and present conflicts of interest. In addition, the Investors Committee generally does not owe a fiduciary obligation to the Managed Fund or the investors. The investors (or their representatives) appointed to the Investors Committee by Oaktree may disproportionately represent one or more of the vehicles or categories of investors comprising a Managed Fund. To the extent members of the Investors Committee or investors vote on any matter regarding conflicts or otherwise participate in matters involving a vote or action thereby for a Managed Fund, any such investors may have interests in other Managed Funds and, as a result, may not vote (and will be exculpated and indemnified from liability for not voting) solely in accordance with their interests related to such Managed Fund. Moreover, such investors are unrestricted from voting, and may affirmatively vote, in a manner that is adverse to the interest of other investors and such Fund. Further, the composition of the Investors Committee may have substantial overlap with the composition of Investors Committee(s) for other Managed Funds, which could lead to potential conflicts of interest if there are transactions between the Managed Funds that require Investors Committee approval. (10) SPACs Oaktree and its affiliates and/or personnel have sponsored, and may in the future sponsor and/or provide services to Special Purpose Acquisitions Companies (“SPACs”). Conflicts of interest may arise when such SPACs pursue an acquisition target that also aligns with the investment mandate of Oaktree Accounts. In such instances, Oaktree will make investment allocation decisions consistent with its Investment Allocation Considerations. Moreover, certain Oaktree employees may serve as founders, officers or directors of SPACs, and which will require such individuals to balance their fiduciary and contractual duties to the SPACs with their duties in connection with managing Oaktree Accounts. Although these Oaktree employees will continue to devote their time and attention to the investment activities of the Oaktree accounts, they will have other obligations with respect to the SPACs as board members. To the extent that any conflict of interest arises, Oaktree and its personnel will resolve such conflicts in accordance with their fiduciary, contractual and other duties. Oaktree may cause Oaktree Accounts to make an investment in, or invest Page 63 of 75
alongside, affiliated SPACs sponsored by Oaktree and its affiliates and/or personnel. In addition, in connection with the completion of an affiliated SPAC’s business combination, Oaktree Accounts may acquire securities issued by the subsequently publicly traded company, to the extent Oaktree allocates a portion of such investment opportunity to its clients in accordance with its allocation policies. An affiliated SPAC may also seek to acquire an issuer in which Oaktree Accounts already hold an interest, subject to Oaktree’s allocation policies. Such investments raise potential conflicts of interest since the value of the sponsor equity held by personnel and affiliates of Oaktree is directly tied to the completion of a successful business combination of an affiliated SPAC. Therefore, Oaktree’s incentives to facilitate a successful business combination through an investment by the Oaktree Accounts in PIPEs or other securities issued in connection with an affiliated SPAC’s proposed business combination may present a conflict on the part of Oaktree in determining whether Oaktree Accounts should participate in any PIPE opportunity pertaining to the affiliated SPAC.
Item 12. Brokerage practices
a. selection of broker-dealers Oaktree is responsible for the placement of securities and investment transactions and the negotiation of prices and commissions, if any, with respect to such transactions. Oaktree has complete discretion in deciding which securities and investments are bought and sold, the amount and prices of those securities and investments, and the brokers and dealers to be used for a particular transaction. Fixed income, debt products and unlisted equity securities are generally purchased from a primary market maker acting as principal on a net basis without a stated commission but at prices generally reflecting a dealer spread.
Read the rest of Item 12 (6,446 more words)
Listed equity securities are normally purchased through brokers in transactions executed on securities exchanges involving negotiated commissions. Both fixed income and equity securities are also purchased in underwritten offerings at fixed prices which include discounts to underwriters or concessions to dealers. Oaktree's objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution on transactions effected for accounts. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this decision, but a number of other judgmental factors will be considered as they are deemed relevant. These factors include, but are not limited to, Oaktree’s knowledge of negotiated commission rates and spreads currently available, the nature of the security or instrument being traded, the ability of the broker to commit capital or source liquidity, the size and type of the transaction, the broker’s willingness to execute difficult trades, the nature and character of the markets for the security or instrument to be purchased or sold, the broker’s access to underwritten offerings and secondary markets, market intelligence, the desired timing of the trade, the activity existing and expected in the market for the particular security or instrument, the brokers market intelligence regarding trading activity, confidentiality; the execution, clearance, settlement capabilities, as well as the reputation and perceived reliability, soundness, financial strength and stability of the broker or dealer selected and other brokers or dealers considered, Oaktree’s knowledge of actual or apparent operational problems of any broker or dealer, the quality of the broker’s or dealer’s execution services rendered on a continuing basis and in other transactions, including error/dispute resolution experience, the reasonableness of spreads or commissions, and the research and other related services/products furnished by the broker or dealer, if any. In seeking to obtain best execution, Oaktree generally will not seek in advance competitive bidding for the most favorable commission rate or spread applicable to any particular security and investment transaction or to select any broker or dealer on the basis of its purported or “posted” commission rate. Oaktree will endeavor to be aware of the then-current level of the charges of eligible brokers or dealers and to minimize the expense incurred for effecting security and investment transactions to the extent consistent with the interests and policies of its accounts. Although Oaktree generally seeks competitive commission rates and dealer spreads, it will not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker or dealer involved and would thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services. When appropriate, Oaktree may, but is not required to, aggregate account orders to achieve more efficient Page 64 of 75
execution or to provide for equitable treatment among accounts. All Oaktree Accounts in aggregated trades will be allocated securities or investments based on the average price achieved for such trades. (1)
Research and Other Soft-Dollar Benefits During its last fiscal year, Oaktree did not direct any account transactions to a particular broker-dealer in return for soft-dollar benefits. However, if Oaktree elected to do so, the procedures described below would be followed. Consistent with obtaining best execution, brokerage commissions (including dealer spreads paid on certain principal transactions) on accounts' portfolio transactions may be directed by Oaktree to a broker or dealer in recognition of research services furnished by the broker or dealer or a designated third party, as well as for services rendered in such execution of orders by such broker or dealer. In considering such research, Oaktree first determines that the product or service will provide lawful and appropriate assistance in the performance of its investment decision-making responsibilities. A determination is then made that the amount of commissions paid is reasonable in light of the value of the brokerage and research services provided. Oaktree does not attempt to put a specific monetary value on the services rendered or to allocate the relative costs or benefits of those services among clients, believing that the research received is, in the aggregate, of assistance to Oaktree in fulfilling its overall duty to its clients. Oaktree notes that each and every research service may not be used to service each, and every account managed by Oaktree and Oaktree may use research services to service accounts that did not pay commissions to the broker-dealers providing such research services. Moreover, Oaktree may benefit from these services as it may not have to pay for such research services and products out of its own resources. In Europe, however, because of certain regulatory requirements some of Oaktree’s affiliates pay for research that they receive from third parties such as broker-dealers or investment banks. The receipt of investment research and information and related services permits Oaktree to supplement its own research and analysis and makes available to Oaktree the views and information of individuals and research staffs of other firms. The views and information include written materials on certain companies, industries, areas of the economy or market factors and other areas that might affect the economy or securities prices. Research services may also include statistical information; accounting and tax law interpretations that relate to an investment; political developments that may affect investments in the markets in which Oaktree invests; legal developments affecting portfolio securities; technical market actions; pricing and appraisal services; credit, risk measurement and performance analysis; analysis of corporate responsibility issues; portfolio strategy; and analytic computer software. They may also include advice from broker-dealers as to the value of securities, availability of securities, availability of buyers, and availability of sellers. In addition, they may include recommendations as to the purchase and sale of individual securities and timing of transactions. These research services may be received through on-line information services provided by the broker or dealer or a designated third party. Due to the receipt of various research materials through on-line services, products may include software used in connection with gaining access to the information and may be considered a mixed-use item, having both research and non-research functions. When products or services, including on-line services, are used for both research and other purposes, Oaktree will make a good faith allocation of the cost of the product or service between the research and non-research functions. The nonresearch portion will be paid in cash by Oaktree, while the portion attributable to research will be paid through brokerage commissions. Brokers or dealers selected by Oaktree may be paid commissions for effecting transactions for Oaktree's clients in excess of the amounts other brokers or dealers would have charged for effecting these transactions if Oaktree determines in good faith that such amounts are reasonable in relation to the value of the brokerage or research services provided by such brokers or dealers, viewed either in terms of a particular transaction or Oaktree's overall duty to its discretionary accounts.
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(2)
Directed Brokerage Oaktree may in certain circumstances permit clients of Managed Accounts to direct Oaktree to use a particular broker or dealer to execute securities and investment transactions for its account. Where a client directs the use of a particular broker or dealer, Oaktree will not be in a position to freely negotiate commission rates or spreads, or select brokers or dealers on the basis of best price and execution. Additionally, transactions for a client of a Managed Account that directs brokerage will not be batched for execution purposes with orders for the same securities or instruments for other accounts managed by Oaktree. As a result, directed brokerage transactions may result in higher commissions, greater spreads or less favorable net prices than would be the case if Oaktree were empowered to select brokers and dealers to execute transactions for the particular Managed Account.
b. aggregation of purchases and sales of securities Wherever possible, trade orders are combined or “batched” to facilitate best execution, as well as for the purpose of negotiating more favorable brokerage commissions or spreads. These batched orders are then allocated in a prudent and equitable manner between each account and fund within the same investment strategy. In instances where aggregation is not practical or possible, our investment professionals seek to follow our best execution policies, whereby we believe the costs of not aggregating account orders are either immaterial or marginal. See below for a discussion of our allocation guidelines.
c. investment allocations One Oaktree Account may share in investment opportunities presented to one or more other Oaktree Account(s) to the extent that Oaktree in good faith deems such allocation to be prudent or equitable based on the Investment Allocation Considerations (as defined below). The decision by Oaktree to allocate an opportunity to one account could cause another account to forego an investment opportunity it otherwise would have made. (1) Intra-Strategy Allocation As mentioned above under “B. Aggregation of Purchases and Sales of Securities,” trade orders are combined or “batched” when possible. These batched orders are then allocated in a prudent and equitable manner between each account and fund within the same investment strategy. Various factors may impact the allocation decision and may include, but are not limited to: (1) the size, nature and type of investment or sale opportunity, (2) principles of diversification of assets, (3) the investment guidelines and limitations governing the accounts, including client instructions with respect to a specific investment and compressed ramp-up periods that are characteristic of certain investment vehicles, (4) liquidity considerations of the Managed Funds or Managed Accounts, including redemption/withdrawal requests received by a Managed Fund or Managed Account, proximity of a Managed Fund or Managed Account to the end of its specified term and cash availability (including cash that becomes available through leverage), (5) the magnitude of the investment, (6) the risk profile or the need to resize risk in a Managed Fund’s or Managed Account’s portfolio (including the potential for the proposed investment to create an industry, sector, issuer, geographic or currency imbalance in the relevant portfolio), (7) a determination by Oaktree that the investment or sale opportunity is inappropriate, in whole or in part, for one or more accounts, (8) applicable transfer or assignment provisions, (9) the management of any actual or potential conflicts of interest, (10) the investment focus of the accounts (including the target return profile or targeted hold period of the accounts), (11) applicable contractual or legal obligations (including any priority rights granted to another Oaktree Account under its governing documents or any rights granted to strategic investors), (12) tax considerations, (13) applicable regulatory obligations, including any requirements to offer investment opportunities to another Oaktree Account pursuant to an SEC exemptive relief order, (14) the Oaktree investment team responsible for sourcing of the transaction, (15) avoiding a de minimis allocation, and/or (16) such other factors as Oaktree may reasonably deem relevant, including the amount of leverage, if any, appropriate for such investment and any co-investment rights alongside an account (all of the foregoing factors being hereinafter referred to as the “Investment Allocation Considerations”). In some cases, Oaktree’s observation and Page 66 of 75
application of the Investment Allocation Considerations may affect adversely the price paid or received by an Oaktree Account, or the size of the position purchased or sold by the Oaktree Account (e.g., Oaktree may allocate investment opportunities to strategic investors in priority to an Oaktree Account). In addition, and notwithstanding the foregoing, follow-on investment opportunities may be allocated in their entirety to the Oaktree Accounts in which the original investment(s) were made, pro rata on the basis of each Oaktree Account’s respective total available capital (i.e., available assets plus remaining capital commitments), provided that (1) the decision as to whether any of the other Oaktree Accounts should participate in a particular follow-on investment opportunity, or whether the follow-on investment opportunity will be shared in the same proportion as the original investment, may differ from the allocation of the original investment if Oaktree determines, in its discretion and in good faith, that a different allocation is prudent or equitable in light of the Investment Allocation Considerations, and (2) original investment(s) made by another Oaktree Account towards the end of its investment period may be structured so that one or more of other Oaktree Accounts can participate in an anticipated follow-on investment opportunity on certain prearranged terms and conditions, including price (which may be based on cost of the original investment). Oaktree manages accounts which have pre-determined investment and liquidation periods as detailed in each account’s governing documents (“closed-end accounts”). In general, Oaktree will not draw down capital commitments for a new closed-end account within the same investment strategy until the earlier of (1) such time as the prior closed-end account in such strategy is at least 80% invested or committed or reserved for investments or expenses (other than closed-end accounts organized as parallel accounts with different inception dates) and (2) the end of the investment period of such prior closed-end account. As a general matter, if two or more closed-end accounts with the same investment focus are still in their investment periods, an available investment opportunity will be allocated either pro rata among them on the basis of available capital or pursuant to governing fund documentation, Investment Allocation Considerations, or other equitable rationale. Similarly, sales of an investment held by two or more such accounts generally will be allocated pro rata among them on the basis of their respective investments held, except that if opportunities to sell are limited, first priority may go to any account in its liquidation period (and among accounts in their liquidation periods, to the oldest of such accounts) and provided, further, that such allocation may be changed in the event that Oaktree determines a different allocation to be prudent or equitable based on the Investment Allocation Considerations. In addition, as a general matter, investment opportunities between a closed-end account that is in its investment period and an open-end account (which typically does not have a limit on total size) with the same overall investment focus, and between two or more open-end accounts with the same investment focus, investment opportunities will generally be allocated between them based on Oaktree’s reasonable assessment of the amounts available for investment by each account, and sales of an investment will generally be allocated pro rata between them on the basis of their respective investments held (disregarding for this purpose the age of the accounts or which of them is in a liquidation period). Each of the foregoing allocations for both investments and sales may be overridden if Oaktree in good faith deems a different allocation to be prudent or equitable in light of the Investment Allocation Considerations. (2) Inter-Strategy Allocation Oaktree and its affiliates currently manage, and may in the future manage, a number of accounts that are eligible to invest in the same types of partnerships/ventures, securities, obligations or other investments requiring Oaktree to address potential conflicts of interest involving potentially overlapping investments. While Oaktree will seek to manage such potential conflicts of interest in good faith, there may be situations in which the interests of one account with respect to a particular investment or other matter conflict with the interests of one or more other accounts, Oaktree or one or more of their respective affiliates. For example, such conflicts may arise in situations where an Oaktree Account has invested in the securities of an issuer, but due to changed circumstances, the investment opportunities with respect to such issuer subsequently fall within the investment focus of another account or accounts or where an account makes an investment in the same issuer in which another Oaktree Account has an investment, including at a Page 67 of 75
different level of such issuer’s capital structure (or vice versa). Such changed circumstances might include, among others: a fall in the prices of the securities of the issuer to distressed levels; workouts or other restructurings relating to an issuer’s capital structure; a decline in the issuer’s business or financial condition; or consideration by the issuer of strategic alternatives or other fundamental changes. Subject to the provisions of the governing documents of the affected accounts, on any matter involving a potential or actual conflict of interest, Oaktree will be guided by its fiduciary duties to its clients (as set forth in such governing documents) and will manage such conflict in its discretion and in good faith and seek to ensure that the interests of all affected accounts are represented. However, if Oaktree determines it is necessary or appropriate (in its discretion) to resolve or mitigate such potential or actual conflict, Oaktree reserves the right to cause one affected account to take such steps as Oaktree deems be necessary or appropriate to minimize or eliminate the conflict, even if (subject to applicable law) that would require such account to, among other things (1) forego an investment opportunity or reduce or divest an investment that, in the absence of such potential or actual conflict, it would have made or continued to hold or (2) otherwise take action that may have the effect of benefitting Oaktree, any of its affiliates, or another Oaktree Account and therefore may not have been in the best interests of the affected accounts. Additionally, to the extent an affected account structured as a Managed Fund has an Investors Committee, Oaktree may also in its discretion consult with such account’s Investors Committee regarding any potential conflict of interest, and if Oaktree and its affiliates act in a manner, or pursuant to standards or procedures, approved by such Investors Committee with respect to such potential or actual conflict of interest, then to the fullest extent not prohibited by applicable law, Oaktree and its affiliates will not have any liability for such actions taken in good faith by them. The classification of an investment opportunity as appropriate or inappropriate for an account is made by Oaktree, in good faith, at the time of purchase and will govern in this regard. This determination frequently will be subjective in nature. Consequently, an investment that Oaktree determined was appropriate (or more appropriate) for one account may ultimately prove to have been more appropriate for another Oaktree Account. Furthermore, the decision as to whether an account should make a particular follow-on investment, or whether the follow-on investment will be shared in the same proportion as the original investment, may differ from the decision regarding the initial purchase due to a changed determination on this issue by Oaktree, and investments made by an account towards the end of its investment period, if applicable, may be structured so that one or more other Oaktree Accounts can make an anticipated followon investment on certain prearranged terms and conditions, including price (which may be based on cost of the original investment). Where potential overlaps between or among accounts exist, such opportunities will be allocated by Oaktree, in good faith, after taking into consideration the investment focus of each affected account and the Investment Allocation Considerations. Generally, Oaktree Accounts do not purchase any investments from, or sell any investments to, any other Oaktree Accounts unless pre-approved by the Legal and Compliance department (or in certain limited circumstances, such as in connection with seed investments, tax structuring, syndications to co-investors or in order to facilitate the allocation of an investment among related alternative investment vehicles, parallel funds or other related entities or otherwise approved by the Investors Committee, if any, of the affected account). (3) Investing in Different Parts of the Capital Structure of an Issuer Oaktree anticipates that certain accounts will make investments in companies in which one or more other Oaktree Accounts hold an investment in a different class of such company’s debt or equity securities or obligations, which presents the potential for conflicts of interest. In such circumstances, Oaktree will likely have conflicting interests between its duties among the accounts. In troubled situations, Oaktree’s involvement in decisions regarding the accounts’ investments, including whether to enforce covenants or claims, or whether to advocate for a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, will potentially raise conflicts of interest. If additional capital were to be necessary as a result of financial or other difficulties, or to finance growth or other opportunities, other accounts will not necessarily provide such additional capital, and if provided, each such account Page 68 of 75
generally will supply such additional capital in such amounts and on such terms as determined by Oaktree or its affiliates in their sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio company, Oaktree and its affiliates are expected to face a conflict of interest in respect of the advice given to, and the actions taken on behalf of, an account versus another account. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to an account. However, generally speaking, Oaktree expects that accounts will make investments that potentially conflict with the interests of other accounts that already have an existing investment in the same company only when, at the time of the account’s investment, Oaktree believes that (a) such investment is in the best interests of the account and (b)(i) the possibility of actual adversity between the account, on the one hand, and another Oaktree Account, on the other hand, is remote, (ii) either the potential investment by the account or the investment of such other Oaktree Account is not large enough to control any actions taken by the collective holders of securities of such company or asset, or (iii) in light of the particular circumstances, Oaktree determines in its discretion and in good faith that such investment is appropriate for the account, notwithstanding the potential for conflict. Oaktree may also in its discretion consult with the Investors Committee regarding potential conflicts. In such cases, to the fullest extent not prohibited by applicable law, the consent of the Investors Committee would have the effect of waiving any claims that the Managed Funds otherwise might have against Oaktree or its affiliates with respect to the subject matter of the consent. In addition, or as an alternative, in those circumstances where Oaktree Accounts hold investments in different classes of a company’s debt or equity, Oaktree is also permitted, to the fullest extent not prohibited by applicable law, take steps to reduce the potential for adversity between each of them, including causing one or more accounts to take certain actions that, in the absence of such conflict, it would not take, such as (A) remaining passive in a restructuring, foreclosure, refinancing or similar situation (including electing not to vote or voting pro rata with other security holders), (B) investing in the same or similar classes of securities as other accounts that have existing investments in order to align their interests, (C) divesting investments or (D) otherwise taking an action designed to reduce adversity. Any such step could have the effect of benefiting other Oaktree Accounts or Oaktree or its affiliates, and therefore may not have been in the best interests of, and may have been adverse to, the affected account. Similar considerations generally will apply if any account makes an investment in a company or asset in which another account holds an investment in a different class of such company’s debt or equity securities or asset. (4) Oaktree-Related Securitizations and Other Oaktree Activities An account is permitted to invest in securitizations or asset-backed securities, including (a) collateralized loan obligations for which Oaktree or its affiliate serves as collateral manager (an “Oaktree-Managed CLO”), (b) securitizations originated or sponsored by other Managed Accounts, Managed Funds or Oaktree accounts (collectively, including Oaktree, “Other Oaktree Accounts”), and (c) any other securitizations in which Oaktree or Other Oaktree Accounts may be involved or hold interests (including any refinancings thereof and purchases on the secondary market) ((a)-(c) collectively, “Oaktree-Related Securitizations”). An account may also invest in other securitizations and asset-backed securities of any kind (collectively with “OaktreeRelated Securitizations,” “Securitizations”). An account may invest in Securitizations alongside other Oaktree Accounts and on different terms than other Oaktree Accounts who may be sponsoring such Securitizations and retaining an interest in the equity and/or debt tranches thereof or participating separately as purchasers in such Securitizations. As such, an account may invest in the same or different tranches of the same Securitizations as other Oaktree Accounts or otherwise at different levels of the capital structure, and the account may own a substantial portion of any tranches in which it participates. In such circumstances, such Oaktree Accounts may have conflicting interests and may potentially be adverse to each other. Oaktree will be guided by its fiduciary duties to Oaktree Accounts, as applicable, which may include conflicting fiduciary duties in its capacity as collateral manager or sponsor of an Oaktree-Related Securitization. In each case, Oaktree will seek to act for the best interest of the account while acting for the Other Oaktree Accounts in such Other Oaktree Accounts’ best interest, even where these respective best interests conflict. An investment by the account may be a minority investment and/or may be in a non-controlling tranches of interests. An Other Oaktree Account may control the tranches in which the account invests or may hold Page 69 of 75
interest in a different tranche that controls decisions for the entire securitization; in such case, decisions made for such Other Oaktree Account in such Other Oaktree Account’s best interest may be directly adverse to the account’s best interest (including decisions that result in forced redemptions or refinancing, amendments to securitization terms, rights to direct remedies and other actions or determinations). Accordingly, Oaktree may take action, give direction or vote on behalf of the account in a manner that is consistent, different or opposite from the action, direction or vote it may take in connection with the investments in the same or different tranches of the same Securitization by such Other Oaktree Account. If, during any period in which any assets of an account are held in an Oaktree-Managed CLO, an account pays or bears any fee payable to Oaktree in respect of any such Oaktree-Managed CLO (an “OaktreeManaged CLO Fee”), then, during such period either (A) the account’s share of such fee will reduce on a dollar-for-dollar basis the management fee (but not below zero) or (B) the basis against which the management fee is charged will be deemed to exclude the portion attributable to such Oaktree-Managed CLO; provided that the choice between (A) or (B) will be made in Oaktree’s sole discretion, subject to the relevant account’s governing documents. Notwithstanding the foregoing, Oaktree expects that certain accounts’ management fees will be fully used to reimburse Oaktree for other costs that are borne or expected to be borne by Oaktree with respect to such account (e.g., placement fees), and in such circumstances, such accounts’ management fees will not be offset by or otherwise reduced by any Oaktree Managed CLO Fees. Oaktree will determine in its reasonable discretion whether any tranche(s) of any Oaktree-Managed CLO held as part of the assets of an account, and therefore the account (through such investment) bears any such Oaktree-Managed CLO Fee. In addition, while investments made by certain accounts in Oaktree-Managed CLOs will provide for a reduction in management fees otherwise payable by the account to the extent the account pays or bears any Oaktree Managed CLO Fee, there will not be any offset for any fees or other compensation associated with Securitizations originated or sponsored by Oaktree-managed or Oaktree-advised funds and accounts, including any fees or other benefits Other Oaktree Accounts may directly or indirectly receive from any affiliates acting as a servicer in such Securitization. Accordingly, Oaktree may receive greater total fees, carried interest and other compensation as a result of the account investing in such Securitizations than Oaktree would receive if the account invested in other investment products not affiliated with Other Oaktree Accounts (including, where Oaktree does not receive fees or compensation from any such Securitization itself, by receiving greater fees, carry or other compensation from an Other Oaktree Account that has originated or is otherwise involved with such Securitization). Oaktree and its personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities by virtue of Oaktree’s activities for Other Oaktree Accounts, and such restrictions may result in an account being unable to take certain actions in its best interest (which may include not being able to initiate a transaction that it otherwise might have initiated and not being able to sell an investment that it otherwise might have sold). Additionally, Oaktree may in some instances seek to avoid the receipt of material non-public information about the issuers of loans and other investments (including from the issuer itself), and Oaktree’s decision not to receive such material non-public information may disadvantage a Securitization vehicle in which an account invests. An account will be subject to these risks without receiving any benefit from the activities of Oaktree or Other Oaktree Accounts giving rise to these restrictions. An account will generally be excluded from voting to remove and replace Oaktree entities as collateral manager, servicer or other parties in certain Oaktree-Related Securitizations. (5) Allocation of Co-Investment Opportunities Oaktree will seek to develop a diversified portfolio of assets for an account and is permitted to utilize coinvestment in certain circumstances to achieve this or other objectives. There may be circumstances where an amount that could have otherwise been invested by a particular account is instead allocated to one or more co-investors, including in certain circumstances, third parties that are not clients of a Managed Account Page 70 of 75
or investors in a Managed Fund (including Investment Related Consultants as discussed in Item 5 above, other strategic investors and/or service providers), and there is no guarantee that investors or clients will be offered any co-investment opportunities, including in circumstances where other investors or clients (including other investors in the same Managed Fund) are offered a co-investment opportunity. Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that particular situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Allowing any coinvestment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by an account, and because co-investment opportunities generally appeal to investors and third parties, Oaktree expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to an account. As a general matter, Oaktree, in determining the allocation of discretionary co-investment opportunities, expects to take into account various facts and circumstances deemed relevant by Oaktree. Such factors may include, among others, whether a co-investor adds strategic value, industry expertise or other similar synergies, whether a potential co-investor has expressed an interest in evaluating co-investment opportunities, whether a potential co-investor has a history of participating in investment opportunities with Oaktree, the timing and/or amount of an investor’s investment in the applicable account and such other factors that Oaktree deems relevant under the circumstances. The factors listed in the foregoing sentence are neither presented in order of importance nor weighted. In addition, an investor may be offered fewer co-investment opportunities than investors with the same, larger or smaller capital commitments in an Oaktree Account, and some investors may receive no such offers while other investors with capital commitments of the same, higher or lower amount may receive substantial offers for such opportunities. While co-investment opportunities will generally be allocated by Oaktree in its discretion using the criteria described above, Oaktree and/or its affiliated general partners is authorized to agree to give particular investors or clients priority access to co-investment opportunities. The existence of such priority coinvestment rights could affect Oaktree’s decision to offer certain opportunities for co-investment and could limit the ability of Oaktree Accounts or their investors or clients to be offered certain co-investment opportunities. In addition, Oaktree and/or its affiliated general partners may be incentivized to offer certain current or prospective investors or clients or Oaktree Accounts the opportunities to co-invest because the amount of carried interest and/or management fee to which Oaktree and/or its affiliated general partners are entitled under arrangements made with such investors or clients or Oaktree Accounts may depend on, among other things, the extent to which such investors or clients or Oaktree Accounts participate, or are offered the opportunity to participate, in co-investments. Such priority co-investment rights or incentives will from time to time give rise to conflicts of interest, and there can be no assurance that any investment opportunities will be made available to Oaktree Accounts or any of their investors or clients. Oaktree may or may not charge an administrative fee, a management fee or similar fees and/or carried interest to coinvestors in respect of co-investments (which fees and/or carried interest may differ from that charged to an Oaktree Account), as it determines in its sole discretion. With respect to each investment in which co-investors co-invest with an Oaktree Account, any investment expenses related to such investments will, except as otherwise determined to be equitable by Oaktree in its discretion (such as when such investment involved material structuring or other expenses that were incurred exclusively for the benefit of the account or such potential co-investors), be borne by the Managed Fund and/or Managed Account and such co-investors in proportion to the capital committed by each to such investment. Typically, these expenses could include (in each case to the extent permitted by applicable law): (i) legal, accounting, advisory, consulting or other third-party expenses and any related travel expenses; (ii) all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing resources in connection with arranging financing for a proposed investment (whether or not consummated); (iii) any amounts paid to an individual or group pursuing a business plan (whether or not successfully implemented); and (iv) any break-up fees, deposits or down payments of cash or other property which are forfeited in connection with proposed investment that is not ultimately made. However, Oaktree will Page 71 of 75
generally structure any co-investment opportunity such that the co-investors do not bear any expenses in connection with unconsummated investments or co-investment funds that fail to close (including where Oaktree determines in its sole discretion that such allocation would (a) be in the interest of the Managed Fund and/or Managed Account, (b) not result in the Managed Fund and/or Managed Account incurring material additional costs compared to the costs that the Managed Fund and/or Managed Account would have incurred had there been no co-investors, or (c) be impracticable to determine, e.g., because the transaction terminated before co-investors’ commitment amounts could be determined or before co-investors were bound to participate in the transaction), it being understood that, if so structured, such co-investors shall not be entitled to receive any break-up fees or similar fees that may be earned with respect to such transaction (and in such case, the account shall bear all such broken-deal expenses and shall be entitled to any such break-up fees or other similar fees). As a result, expenses relating to unconsummated investments or co-investment funds that fail to close, including any broken-deal expenses, are permitted to be borne directly by the Managed Fund and/or Managed Account, without regard to whether some portion of such prospective investment has been, or may be, offered to one or more co-investors. Oaktree and/or its affiliated general partners, in their sole discretion, are permitted to cause certain Managed Funds that are closed-end funds (to the extent permitted by their governing documents) to acquire a permitted investment with the intention of selling down a portion of such investment to one or more coinvestors (including other Oaktree Accounts). Any such permitted investment may be sold down to coinvestors at a price set forth in the Managed Fund’s governing documents, which sum may be less than the fair value. Oaktree reserves the right to take into account such factors as it deems relevant in the determination of any interest charged in connection with such sale, including whether additional compensation or other interest has been accrued with respect to such permitted investment. Depending on the change in value of the investment during such interim period, an account may not receive the full benefit of any increase in value. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the account. Notwithstanding the foregoing, any such co-investors, although they can benefit from a Managed Fund’s subscription line credit facility, will not bear any portion of the costs of establishing and maintaining the Managed Fund’s subscription line credit facility, which will be borne entirely by the Managed Fund. Conflicts of interest have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors, as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the Managed Fund nor its investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. There can be no assurance that the Managed Fund will be successful in syndicating such co-investment (in whole or in part), in closing on any applicable co-investment fund entity, that the closing of such co-investment will be consummated in a timely manner, that the syndication will take place on terms and conditions that will be preferable for the Managed Fund or that expenses incurred by the Managed Fund with respect to such syndication will not be substantial. In the event that the Managed Fund is not successful in closing on any applicable co-investment fund entity or otherwise syndicating such co-investment (in whole or in part), the Managed Fund will not be required to dispose of any portion of, or otherwise reduce, its ownership interest in such portfolio company, and the Managed Fund will consequently hold a greater concentration and have more exposure in the related investment than initially was intended, which could make the Managed Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Moreover, an investment by the Managed Fund that is not syndicated to co-investors as originally anticipated could significantly reduce the Managed Fund’s overall investment returns. In addition, actual or potential co-investors may be in a position to obtain additional information regarding investment opportunities that may not be generally available to all investors.
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Item 13. Review of accounts
Responsibility for managing Oaktree's accounts is spread among Oaktree professionals who are best suited and skilled to manage the asset class in which the account is invested. These professionals review and monitor the accounts on a daily basis. On an ongoing basis, these professionals review current market prices of securities and investments held for accounts, review relevant financial markets and are involved in all major portfolio decisions. Oaktree professionals also monitor performance as appropriate. All accounts are reviewed by the applicable strategy group, and other necessary departments.
Read the rest of Item 13 (243 more words)
Depending on the investment strategy, each of Oaktree's Managed Account clients generally receives a monthly report describing each investment in the account, summarizing the month's account activities and comparing the market value of the account for that month against the prior month's market value, unless otherwise agreed that a different type of monthly statement will be provided. Investors in closed-end and evergreen Managed Funds generally receive unaudited financial statements on a quarterly basis as well as audited financial statements annually. Investors in our open-end Managed Funds receive reports as often as called for in the governing documents of the relevant Managed Fund, in addition to audited financials statements annually. In addition to the information generally provided to all investors in a particular Managed Fund or client of a Managed Account, Oaktree may provide certain investors or clients with additional information or more frequent reports that other investors or clients will not receive (e.g., in connection with certain Side Letter provisions, diligence requests, or certain coinvestments). In performing investment management activities, Oaktree and its affiliates allocate their respective personnel and their personnel’s time among the Managed Accounts and Managed Funds. Although personnel will devote such time as Oaktree deems appropriate to conduct such investment management activities in an appropriate manner, conflicts may arise in the allocation of personnel and their time among such Managed Accounts and Managed Funds, particularly in connection with accounts that may involve substantially more time and resources than other accounts.
Item 14. Client referrals and other compensation
Oaktree may enter into arrangements and compensate unaffiliated solicitors for client referral activities in connection with Managed Accounts. These solicitation arrangements will be fully disclosed to affected clients and will comply with the requirements of Rule 206(4)-1 under the Investment Advisers Act, where applicable. Any compensation associated with such solicitation arrangement will generally be borne directly by Oaktree. In addition, Oaktree or its affiliates may enter into arrangements with unaffiliated placement agents for investor referral activities in connection with its Managed Funds. Such unaffiliated placement agents may receive a placement fee, maintenance fee and expense reimbursement as compensation for its services.
Read the rest of Item 14 (170 more words)
Prospective investors in a Managed Fund should understand that a potential conflict exists for such placement agents in light of the fact that certain of the fees earned are based on the amount of commitments raised under such agreements. All fees in connection with such placement agent arrangements will be ultimately borne by Oaktree, either paid directly by Oaktree or if paid by the Managed Fund through a dollar for dollar reduction in the management fee or other compensation earned by Oaktree for services to such Managed Fund. The practice of bearing such fees over time through offset provides a benefit to Oaktree in that it generally results in prompt payment to the relevant placement agent without requiring Oaktree immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant management fees.
Item 15. Custody
It is Oaktree’s general policy not to have physical custody of any client assets. However, Oaktree will generally be deemed to have custody (within the meaning of the Investment Advisers Act Rule 206(4)-2 (the “Custody Rule”)) Page 73 of 75
of the funds or securities held in the name of Managed Funds due to it or an affiliated entity being the general partner of such Managed Funds. In such cases, Oaktree will cause such Managed Funds to be audited annually and the audited annual financial statements to be distributed to all investors no later than 120 days after the end of the fiscal year for such Managed Funds.
Read the rest of Item 15 (149 more words)
In addition, upon the final liquidation of such a Managed Fund, Oaktree will obtain a final audit and distribute the audited financial statements with respect to such liquidated Managed Fund to all investors promptly after completion of the final audit. In addition, in certain instances Oaktree may be deemed to have custody of the funds and securities of a Managed Account due to its ability to withdraw funds to pay its advisory fees. In such instances, Oaktree may comply with the Custody Rule by obtaining a surprise security account performed by a public accounting firm. Further, clients with Managed Accounts will receive account statements from the qualified custodian for their Managed Accounts and they should carefully review those statements. Clients of Managed Accounts that receive account statements from Oaktree are urged to compare the account statements they receive from the qualified custodian with those that they receive from Oaktree.
Item 16. Investment discretion
Oaktree buys and sells securities and other instruments for its accounts on a discretionary basis in a manner consistent with each client’s investment objectives and restrictions. These investment objectives and restrictions, if any, will be determined at the commencement of the account. The investment objectives and restrictions for Managed Funds will be set forth in the governing documents of those funds. The investment objectives and restrictions for Managed Accounts are generally set forth in an investment management agreement negotiated between Oaktree and the client. The authority for Oaktree to exercise discretion is generally contained within such governing documents or investment management agreements.
Read the rest of Item 16 (113 more words)
Generally, Oaktree will be authorized to make all discretionary determinations in accordance with the account’s investment objectives and restrictions without consultation or consent before a transaction is effected. These include, but are not limited to the following:
which securities or instruments to buy or sell;
the total amount of securities or instruments to buy or sell;
the broker or dealer through whom securities or instruments are bought or sold;
the commission rates or dealer spreads at which transactions in securities or instruments are effected;
the timing of when to execute the trade to buy or sell the security;
proxy voting;
allocations;
determinations relating to potential conflicts; and soft dollars and other research-related issues.
Item 17. Voting client securities
Rule 206(4)-6, “Proxy Voting by Investment Advisers” requires all investment advisers who exercise voting authority over client proxies to: (1) adopt policies and procedures for voting proxies in the best interest of the client; (2) describe the procedures to clients; and (3) inform clients how they may obtain information about how the adviser has actually voted their proxies. Oaktree has always taken seriously its responsibility to exercise voting authority with respect to the securities that form part of its accounts’ portfolios. We believe the right to vote such proxies is a valuable asset, and we have always sought to vote such proxies in a manner that would maximize the value of Oaktree Accounts’ holdings. Page 74 of 75
Read the rest of Item 17 (199 more words)
We have policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interests of the accounts and to recognize and resolve any material conflicts of interest that may arise in the course of such voting. Proxies will be voted in accordance with our proxy voting guidelines by our investment staff unless an exception is warranted. Oaktree’s Compliance department reviews all proxies prior to submission. The receipt of each proxy, the communication of the votes to third parties, and the maintenance of all supporting documentation will be coordinated by our Accounting and Operations staff. Clients in Managed Accounts may retain the right to vote on proxies. However, where clients delegate the responsibility to Oaktree, they may not direct us to vote in a particular manner. In these instances, proxies will be voted in accordance with our internal policies. If you would like additional information regarding how we have voted on specific proxies, or a copy of our proxy voting policies and procedures, please forward your written request to the attention of Rodney Vencatachellum, Managing Director/Chief Compliance Officer, at Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California, 90071.
Item 18. Financial information
Oaktree has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage accounts.
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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.