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Crescent Capital Group LP: investment adviser
Crescent Capital Group LP is an investment adviser registered with the SEC (file 801-71747, CRD 153966). 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
- $49.7B
- Discretionary
- 100%
- Accounts
- 184
- Employees
- 239
- In advisory roles
- 117
- Disclosures
- 0
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 |
|---|---|---|---|
| Business development companies | 1 | $1.0B | 2.0% |
| Private funds and other pooled vehicles | 140 | $40.3B | 81.1% |
| Pension and profit-sharing plans | 4 | $672.3M | 1.4% |
| Charities | 2 | $114.4M | 0.2% |
| State and local governments | 6 | $2.6B | 5.2% |
| Other advisers | 3 | $214.8M | 0.4% |
| Insurance companies | 21 | $3.7B | 7.5% |
| Sovereign wealth funds | 5 | $854.7M | 1.7% |
| Corporations | 2 | $210.0M | 0.4% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
- 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 |
|---|---|---|---|---|---|---|
| Sun Life (U.S.) Holdco 2020 LLC | Company (U.S.) | Owner | E 75% or more | Mar 2026 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Sun Life (U.S.) Holdco 2020 LLC | Crescent Capital GP LLC | Company (U.S.) | E 75% or more | Yes | |
| Sun Life Assurance Company of Canada - U.S. Operations Holdings, Inc. | Sun Life (U.S.) Holdco 2020 LLC Canada - U.S. Operations Holdings, Inc. | Company (U.S.) | E 75% or more | Yes | |
| Sun Life Financial Inc. | Sun Life Global Investments Inc. | Company (outside the U.S.) | E 75% or more | Yes | 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
The firm answered No to every disciplinary question on Form ADV (Item 11).
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.
Crescent Capital Group LP Form ADV Part 2A (3-30-2026), filed Mar 30, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Crescent Capital Corporation, a predecessor to the business of Crescent, was formed in 1991 as an asset management firm specializing in below-investment grade debt investments. In 1995, the principals and portfolio managers of Crescent Capital Corporation (including Mark L. Attanasio and Jean-Marc Chapus) joined and became the leveraged finance group of The TCW Group, Inc. (“TCW”). Crescent, a Delaware limited partnership, was organized in May 2010 as an independent, employee-owned asset management firm. Crescent was formed to transition the management of TCW’s leveraged finance group and the asset management business of the group from TCW to Crescent. On January 5, 2021, Sun Life (U.S.) HoldCo 2020, LLC.
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(“SL HoldCo”) purchased 51% ownership interest in Crescent and 51% ownership interest in Crescent Capital Group GP LLC, a newly formed Delaware limited liability company that is Crescent’s general partner. On March 27, 2026, SL HoldCo acquired the remaining 49% interest, making Crescent Capital Group, LP a wholly owned subsidiary of Sun Life. Sun Life (NYSE: SLF) is a publicly traded holding company (“Sun Life Financial”) for a diversified financial services organization providing a broad range of financial products and services to individuals and groups located primarily in Canada, the United States, the United Kingdom and the Asia Pacific Region. As part of the transaction, Sun Life Financial has or will invest $750 million in Crescent products or funds.
Crescent offers investment advisory services primarily to institutional investors through Funds and separately managed accounts (the Funds and separately managed accounts are collectively referred to herein as “Clients”). The Funds include closed-end and open-end limited partnerships, collateralized loan obligations (“CLOs”), and other investment vehicles. Our investment advice to our Clients focuses on investment and credit management activities in one or more below-investment grade corporate debt strategies through the following Product Groups: Capital Markets: The Capital Markets Product Group includes our Bank Loan, High Income, High Yield Bond, and Structured Products strategies (Structured Product Strategies include the management of CLOs, the AAM Crescent CLO ETF that is sub-advised for Advisors Asset Management, Inc. and investment in CLO debt and equity tranches). Each strategy invests in, with varying focus, bank loans, CLOs and high-yield bonds (including 144A offerings) of primarily U.S. companies. Direct Lending: Accounts managed in this strategy invest in senior secured debt of private U.S. lower middle-market companies, including first lien, second lien and unitranche investments. European Specialty Lending: Accounts managed in this strategy focus on privately secured loans for primarily European (with a bias towards northern and western jurisdictions) middle market companies, including senior secured, unitranche, second lien and selected subordinated debt. Credit Solutions (f/k/a/ Mezzanine): Accounts managed in this strategy primarily focus on junior debt and unitranche securities. These debt investments typically have an equity component. Special Situations: Accounts managed in this strategy primarily invest in distressed debt of middle market companies, in which we may take a leadership role in the restructuring process. GP Financing Solutions: Accounts managed in this strategy will primarily invest in senior unitranche financings made directly to lower and core middle market private equity sponsors (such financings to be provided to the general partner, management company or senior team members of such sponsor), typically in the form of preferred equity or loans, with collateral support from fund commitments, management fee income and/or carried interest. Bank Capital Solutions: Accounts managed in this strategy will primarily invest in core lending portfolios of European and North American banks via Credit Risk Sharing transactions (“CRS”, sometimes referred to as Significant Risk Transfer, or SRT, transactions). The Fund will take exposure to the junior tranches of loan portfolios, primarily in corporate loans. Crescent Private Lending Evergreen: Accounts managed in this strategy will invest in privately negotiated below-investment grade senior debt investments. It may also selectively invest in specialty credit asset classes across Crescent’s private credit platform including, but not limited to, junior debt, preferred and common equity, European lower middle market debt, GP/LP Solutions and Bank Capital Solutions. “Below-investment grade debt” refers to a financial instrument rated below BBB/Baa by one of the major rating agencies, or that, if unrated, in Crescent’s view has a comparable level of credit risk. Crescent manages assets for and markets primarily to “qualified purchasers” (as defined in the Investment Company Act of 1940 (“Investment Company Act”)) and “accredited investors” (as defined in Regulation D under the Securities Act of 1933 (“Securities Act”)).
Investment guidelines and constraints for each Fund managed by Crescent are based upon the investment objectives and limitations of those Funds as stated in their Fund Documents. Crescent does not tailor its investment management of a Fund to the individualized needs of any Fund investor. Crescent reasonably tailors a separately managed account to a Client’s needs. Crescent and the Client will work to determine appropriate investment objectives, policies and restrictions, including restrictions on investing in certain securities or types of securities, for each managed account. The terms negotiated between the Client and Crescent (with respect to this and other terms including Management Fees (as defined below)) typically will be memorialized in a written investment advisory agreement (each, an “Investment Management Agreement”). Certain Clients enter into arrangements with Crescent whereby Crescent provides investment or portfolio advice to the Client but Crescent does not exercise investment discretion (“Non-discretionary Clients”). Crescent executes trades for certain Non-discretionary Clients at the Client's direction. Crescent’s fee in such non-discretionary arrangements is generally lower than its fee for providing investment advisory services where Crescent has full discretion. As of December 31, 2025, we manage a total $ 49,714,084,717 of Client assets, $ 49,714,084,717 which on a discretionary basis and $0 of which on a non-discretionary basis.
Item 5. Fees and compensation
Typically, we are compensated for our services through the payment of base management fees that are expressed as a number of basis points of assets under management (“Management Fees”). In some situations, we are also entitled to performance allocations (see Item 6, below). Management Fees for Funds typically are set at the Fund’s first closing as set forth in the Fund Documents, and as such are generally non-negotiable. In open-ended Funds that periodically accept new investors, these fees typically are charged quarterly in arrears while in closed ended Fund management fees are charged quarterly typically, but not always, in advance. In either case, fees may be deducted directly from the Funds’ assets.
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To the extent that fees are assessed or paid in advance by an investor and the investment is terminated, Crescent would promptly credit any unearned portions of the fee in accordance with the Fund Documents. We also receive compensation from certain borrowers for loan administration services received in connection with certain private deals in which a Fund invests, Typically, we offset such fees against our Management Fees, to the benefit of the Fund investors. However, Crescent, including affiliated entities, retains a portion of such fees in proportion to their investment in a Fund’s General Partner. Management Fees for separately managed accounts are negotiable. These fees typically are charged quarterly in arrears, and investors are typically billed for fees incurred. Crescent may also receive fixed-fee compensation for non-discretionary services, which is generally lower than its fee for providing investment advisory services where it has full discretion. Certain clients and/or investors may negotiate fees based on the aggregate value of assets managed by Crescent across all of their separately managed accounts and/or investments through Funds. Other Fees and Expenses Associated with Advised Accounts or Funds. Crescent’s Clients and investors may bear certain other fees, expenses and costs (in addition to the Management Fees, payable to Crescent) which are incidental or related to the maintenance of a Client account, the operation of Funds or
the buying, selling and holding of investments. These fees may include, but are not limited to: (1) custodial charges; (2) credit support fees; (3) brokerage fees; (4) fees for administrative services provided by third parties and/or affiliated entities; (5) fees for professional services provided in-house for Crescent (to the extent there is a tangible benefit of such services to a Client); (6) commissions and other related transaction costs and expenses, such as deal fees, origination fees and deferred sales charges; (7) governmental charges, taxes and duties; (8) transfer fees, registration fees and other expenses associated with buying, selling or holding investments, such as wire transfer and electronic fund fees; (9) withholding taxes payable and required to be withheld by issuers or their agents; (10) legal fees incurred in connection with the discharge of its investment management responsibilities; (11) travel (including first class airfare if business class is unavailable) and meal expenses; (12) expenses incurred with respect to investor or limited partner communication, meetings and conferences; (13) audit fees; (14) insurance expenses; (15) third party valuation services and (16) fees associated with investments in pooled investment vehicles (the “Other Expenses”). Other Expenses are memorialized in Fund Documents for each respective Fund. Crescent will allocate such Other Expenses in a manner consistent with its fiduciary duty and in accordance with its relevant policies (as amended from time to time). Often, Crescent will undertake due diligence with respect to an investment that is not completed (i.e., Crescent incurs “broken deal” expenses). Crescent seeks to allocate broken deal expenses on a pro rata basis across accounts, Funds and other investors that regularly co-invested with a Fund in similar deals during the prior year. In certain circumstances (for example, where a co-investor does not regularly participate in co-investments in similar deals), Crescent allocates pre-commitment broken deal expenses only to the accounts, funds and other investors that regularly participate in similar deals and does not allocate such expenses to any co-investors that do not regularly participate in similar deals. Generally, expenses will be charged to the Client(s) on whose behalf the expense was incurred. Crescent from time to time incurs fees, costs and expenses on behalf of more than one Client. To the extent fees, costs and expenses are incurred for the account or benefit of more than one Client, each Client typically will bear an allocable portion of any such fees, costs, and expenses in proportion to the size of its investment in the activity or entity to which the expense relates (subject to the terms of each Client’s applicable governing documents) or in such other manner as Crescent considers fair and equitable under the circumstances. Crescent may on behalf of one Client purchase an interest in another Client when, with respect to each Client such transaction is i) consistent with its investment thesis, ii) permitted under its controlling documents and investment guidelines and iii) in accord with Crescent’s fiduciary obligations and in the best interest of both Clients. Such transactions create actual and potential conflicts of interest if Crescent receives compensation from each Client and by one Client’s contribution of capital to another Client. Therefore, as it deems appropriate considering the facts and circumstances of each such transaction, Crescent may reduce the advisory fees of a Client on whose behalf it invests in another Client by the amount of advisory fees applicable to the Client’s investment in such other Client. Third-Party Syndications and Related Arrangements. When a Client originates, acquires, sells or
syndicates investments to third parties, Crescent or its affiliates could receive arrangement, structuring, underwriting, placement or similar fees, which Crescent will retain unless otherwise agreed, without offset or other benefit to the Client. When an investment is originated, acquired, sold or syndicated by a Client, the Client bears all associated economic, valuation, liquidity and execution risks. Sales or syndications can, depending on relevant circumstances or as we determine in our discretion, be priced at cost, at cost plus accrued interest or original-issue discount, at fair market value or at a price determined through another methodology, in our discretion. There can be no assurance that any contemplated sale or
syndication will be completed on the anticipated terms or completed at all. Accordingly, Crescent could receive compensation from a transaction irrespective of whether the relevant Client ultimately realizes gains, losses, increased exposure or other negative effects on the underlying investment. If a planned sale or syndication is delayed, repriced, partially completed or not consummated, the Client could retain a larger-than-expected position and would assume all related risks, including increased concentration, reduced liquidity, extended holding periods, diminished returns and potential realized losses. The Client might also be unable to dispose of such positions in the future on acceptable terms, resulting in the Client holding assets that Crescent initially intended for the Client to sell or syndicate. These circumstances create significant conflicts of interest, as Crescent will often have financial incentives to pursue transactions or allocations that generate fees, but which might be adverse to a Client’s interest. For additional information about brokerage and other transaction costs, please refer to Item 12, “Brokerage Practices” later in this Brochure.
Item 6. Performance-based fees and side-by-side management
Certain Clients pay Crescent both Management Fees and a performance allocation while others pay only Management Fees or no fees at all. This results in us having a conflict of interest to favor Clients from whom we receive a performance allocation. Crescent has similar incentives to favor Funds in which Crescent or its affiliates, or their respective principals or personnel, own a relatively greater economic interest. We have adopted policies and procedures, described in Items 11 and 12, below, that we have designed to address these and other potential conflicts of interest. Crescent charges performance-based fees only in accordance with Section 205(3) of the Advisers Act or Rule 205-3 thereunder.
Read the rest of Item 6 (275 more words)
The nature and amount of compensation paid to Crescent by a Client or an investor in a Fund differ from that paid by other Clients or other Fund investors, even those investing in the same fund or in similar, competing or conflicting investments. Crescent faces a conflict of interest when (1) the actions taken on behalf of one Client could adversely impact another Client (e.g., because such Clients have the same or similar investment strategies and compete for investment opportunities or such Clients have conflicting investment strategies and one Client could gain an advantage trading ahead of another Client) and (2) Crescent or its personnel have a pecuniary interest in Client accounts, such as earning a performance fee, because Crescent has an incentive to favor certain Clients over others with less lucrative fee structures. Such conflicts present particular concern when, for example, Crescent places, or allocates the results of, securities transactions that Crescent believes could more likely result in favorable performance with such Clients, or engages in cross trades or executes potentially conflicting or competing investments for such Clients. Performance-based compensation arrangements also create an incentive for Crescent to recommend investments that are more risky or speculative than those that would be recommended under a different arrangement. Additionally, Crescent generally controls the timing of recognition of capital gains, which creates a conflict of interest under a performance-based allocation structure in which Crescent benefits only when capital gains are recognized. To mitigate these conflicts, Crescent’s policies and procedures seek to provide that investment decisions are made in accordance with the fiduciary duties owed to Clients and investors, without consideration of Crescent’s (or Crescent’s personnel’s) other interests.
Item 7. Types of clients
Crescent primarily provides investment advisory services to private funds, special purpose or single investor funds, separate accounts and structured products. Crescent manages assets for and markets its private funds and separate accounts primarily to persons who are “qualified purchasers” (as defined in the Investment Company Act) and “accredited investors” (as defined in Regulation D under the Securities Act). Investors and Clients generally are, but are not limited to, institutional investors (including insurance companies and public and private pension funds), trusts, estates, foundations, endowments and other charitable organizations, corporations and high net worth individuals or family offices.
Read the rest of Item 7 (258 more words)
Fund investors typically invest in excess of $3 million, and separate accounts are generally in excess of $30 million. Client accounts are of varying sizes. If a particular account size is too small, it is possible that a Client will be unable to participate in certain investments because of a lack of available investment capital or a minimum investment limit. Crescent may from time-to-time enter into letter agreements or other similar arrangements (collectively, “Side Letters”) with one or more investors that have the effect of establishing rights under, or altering or supplementing the terms of, the Partnership Agreements or any Subscription Agreement. As a result of such Side Letters, certain investors may receive additional benefits that other investors will not receive. Such rights or terms include: (i) additional reporting obligations of the General Partner; (ii) the waiver of certain confidentiality obligations; (iii) the consent of the General Partner to certain transfers by such investor; (iv) rights or terms necessary in light of particular legal, regulatory or public policy characteristics of an investor; (v) agreements to assist with the taking or defending of tax positions, (vi) different redemption rights or (vii) different economic terms which may be more favorable than those of the Partnership Agreements. The General Partner is not required to notify any or all of the other investors of any such Side Letters or any of the rights or terms or provisions thereof, nor will the General Partner be required to offer such additional or different rights or terms to any or all of such other investors.
Item 8. Methods of analysis, investment strategies and risk of loss
We typically seek to invest in companies that we believe to possess strong business fundamentals, including companies with leading competitive positions within well-defined markets, sustained profitability, predictable cash flows, talented management and sound managerial controls. Our Special Situations strategy seeks to invest in distressed companies that we believe nevertheless have long-term intrinsic value. In selecting investments, we analyze opportunities with an emphasis on principal preservation (i.e., an issuer’s ability to service its debt and maintain cash flow). We analyze investments and attempt to manage risk for our investment strategies by employing a well-developed bottom-up and top-down credit research-focused process.
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This process includes a disciplined approach to obligor security selection and portfolio construction (including, as may be appropriate for a given strategy or Client, diversification among issuers and industries). We select investments by analyzing information from a variety of sources, which include financial newspapers and magazines, inspections of corporate activities, third party research materials, corporate rating services, annual reports, prospectuses, filings with the SEC, and company press releases. We may also obtain market information through internal research facilities and third-party providers such as
Bloomberg, Dow Jones Capital, Reuters, wire services, and other publicly available sources. We may obtain additional information on issuers through due diligence meetings with issuers’ management, court filings (including bankruptcy filings), independently prepared engineering and technical reports, interviews with suppliers, customers and competitors, third party analytical systems, and audited financial reports. Additionally, we gather information for analysis through discussions with third parties such as tenants, customers, surveyors, engineers, environmental consultants, local brokers, attorneys, investment bankers, investment research professionals and potential co-investors, among others. Crescent also engages expert networks from time to time to consult with paid industry experts. Crescent requires that such experts have written policies and procedures to address the communication of material non-public information. We use a variety of analytical methods on the data we collect, including fundamental, technical, and cyclical analyses. We also analyze securities structures, country risk (including consideration of global trading relationships such as free trade agreements), political risks, monthly compliance statements, discounted cash flows, and proprietary data and analytical systems developed and maintained in-house. Further, we may perform credit analyses based upon debt payment history, term of debt, price, equity kickers, interest rate, market interest rates, general market conditions, industry conditions, and other similar factors. Once we have identified securities that meet our criteria, we employ a variety of investment strategies, including long term purchases (securities held at least one year), short term purchases (securities sold within one year), and trading (securities sold within thirty days). For certain Clients, we engage in transactions to mitigate currency risk and/or use borrowing or leverage. We also seek to mitigate risk or invest opportunistically for certain Clients by using short sales and credit derivatives. Any investment includes the risk of loss and there can be no guarantee that a particular level of return will be achieved. While Crescent seeks to mitigate risks so that they are appropriate to the return potential for the strategy or Client, it is usually not possible or desirable to mitigate risks fully. Clients and investors should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. Our services are not intended to provide a complete investment program for investors. Crescent expects that the assets it manages do not represent all of an investor’s managed assets. Investors are responsible for appropriately diversifying their assets to guard against the risk of loss. In addition, there can be no assurance that Crescent will draw down all or any particular portion of a Client’s commitment where, for example, Crescent does not believe that investment opportunities available in the marketplace are prudent or appropriate for the Client. Generally, the risks described below are increased the lower (i.e., the more “junior” or “subordinated”) an investment is in the capital structure of a portfolio company or where investments are less liquid. This is particularly true for our Credit Solutions and Special Situations strategies, which generally invest in lower levels of the capital structure, more levered capital structures, distressed investments and/or privately negotiated investments. With respect to comparative position in the capital structure, the terms “lower”, “junior” or “subordinated” refer to the priority of the claim in the event of bankruptcy. Specific risks applicable to a particular Client are disclosed in the Fund Documents or the Investment Management Agreements or related documents with respect to each Client. The investments we manage entail the following general risks, some or all of these risks apply to our Clients depending on the asset classes of the Client’s investments and investment guidelines of such Client:
Below-Investment Grade Instruments. The below-investment-grade securities, loans and other assets in which our Clients invest are considered to be speculative and involve a high degree of financial risk due to the nature of their issuers’ and obligors’ leveraged capital structures. Such instruments are also commonly known as “junk bonds.” These investments may (1) be unsecured and subordinated to substantial amounts of senior debt (all or a significant portion of which may be secured), (2) not be protected by financial covenants or limitations on additional debt, (3) have limited, or at times no liquidity and (4) not be rated by a credit rating agency. These instruments are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Because investment in below-investment-grade instruments involves greater investment risk, achievement of the Client’s investment objective will be more dependent on our analysis than would be the case if the Client were investing in higher quality, investment grade instruments. In addition, below-investmentgrade instruments in leveraged capital structures may be more susceptible to real or perceived adverse economic and issuer-specific developments than investment-grade instruments. Moreover, the secondary trading market for lower quality instruments is generally more volatile and less liquid than the market for investment grade securities. The lack of liquidity characteristic of these instruments make them more difficult to accurately value. Crescent monitors portfolio company performance; however, it is primarily the responsibility of a portfolio company’s management to operate the portfolio company on a day-to-day basis, and there is no assurance that management will perform in accordance with our or a Client’s expectations. Therefore, there can be no assurance that the investments will be able to generate returns for Clients or that the returns will be commensurate with the risks of investing. It is possible that Clients will incur losses up to a complete loss of capital. Stressed and Distressed Investments. Stressed and distressed credits include public and private debt securities and other obligations (including high yield bonds and bank debt) of issuers and borrowers that are in or near default or bankruptcy or otherwise experiencing financial distress. The market for distressed credits are generally cyclical as default rates often vary based upon economic conditions, industry-specific trends, the financing markets and various other factors, including legal and regulatory constraints. Investment in stressed and distressed securities involves a high degree of credit and market risk. Although Crescent seeks to invest in select companies that in our view have the potential over the longterm for capital growth, there can be no assurance that such financially troubled issuers or operationally troubled issuers can be successfully transformed into profitable operating companies and generate returns. The level of analytical sophistication, both financial and legal, necessary for successful investment in stressed and distressed securities is unusually high and is often based on limited information. There can be no assurance that we will correctly evaluate the value of a company’s assets or the prospects for a successful reorganization or similar action. Securities and debt of financially troubled issuers or borrowers and operationally troubled issuers or borrowers are less liquid and more volatile than securities of companies not experiencing financial or operational difficulties and could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry, specific developments within the companies and other factors. The market prices of such securities are subject to erratic and abrupt market movements, and the spread between bid and asked prices are often greater than would be expected for investments that are not stressed or distressed, which could result in delays and losses and other costs in connection with the sale of such investments. General Market and Credit Risks of Debt Securities. Debt portfolios are subject to credit and interest rate risks. “Credit risk” refers to the potential that an issuer or obligor will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer or obligor are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument and securities or loans that are rated by rating agencies are often reviewed and may be subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of
a fixed rate security) and directly (especially in the case of a n instrument whose rate is adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable-rate instruments may also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Illiquid and Long-Term Investments. An investment may have a contractual return that is not paid entirely in cash, but rather partially or wholly in-kind or as an accreting liquidation preference, thus lengthening the time before cash is received and increasing the Client’s risk exposure to the portfolio company. While Crescent intends to achieve a targeted return for a given investment over time, other factors such as overall economic conditions, the competitive environment and the availability of potential purchasers or capital for the refinancing of the securities, may shorten or lengthen holding periods and some investments may take longer than initially planned from the initial investment date to achieve a realization. We anticipate that there will not be a public market for a substantial portion of the securities held by Clients. Therefore, if a Client determines or is required to liquidate all or a portion of its portfolio positions quickly, that Client may realize significantly less than the value at which its investments were previously recorded. Price Volatility Risk. The value of a Client’s investment portfolio will change as market prices of its investments increase or decrease due to among other things credit risk, interest rate risk or changes in market factors (market risk). Generally, the longer a Client’s portfolio duration, the greater the degree of price fluctuation. Also, portfolios that are more concentrated have greater potential volatility. Belowinvestment-grade securities are more susceptible to market risk and general economic factors than investment-grade securities, and, thus, typically bear increased price volatility risk. Foreign Investing and Currency Exchange Risk. Foreign investments may involve greater and different risks than domestic investments, including the following: the unpredictability of international trade patterns; the possibility of governmental actions adverse to business generally or to foreign investors in particular; imposition or modification of controls on foreign currency exchange, repatriation of proceeds or foreign investment; the imposition or increase of withholding taxes on income and gains; price volatility; absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation which may result in lower quality information being available and less developed corporate laws regarding fiduciary duties and the protection of investors; governmental influence on the national and local economies; and fluctuations in currency exchange rates. In addition, collateral that is located outside of the United States may be subject to various laws enacted for the protection of creditors, depending on the country and the issuer, which laws may differ substantially from those applicable in the United States. The risks described in this paragraph with respect to foreign investments apply to an even greater extent to investments in emerging markets. Furthermore, foreign investments may be denominated in currencies other than the U.S. dollar, and hence the value of such investments will depend in part on the relative strength of the U.S. dollar. Clients may be affected favorably or unfavorably by currency control regulations or changes in the exchange rate between foreign currencies and the U.S. dollar. Foreign currency fluctuations could result in losses on investments in securities of foreign issuers. Such a circumstance could be compounded if, as the result of foreign currency fluctuations, the amount in dollars required to repay indebtedness denominated in a foreign currency exceeds the amount in dollars actually borrowed to make the investment. There can be no assurance as to the success of any hedging operations that we may implement.
Political, Social and Economic Uncertainty. Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, war, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which Clients, borrowers or other investee companies are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the United States. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat. The current global economic and political climate is one of uncertainty. Prior acts of terrorism in the United States, United Kingdom and elsewhere, the threat of additional terrorist strikes, the fear of a prolonged global conflict (such as the conflicts in Eastern Europe and the Middle East) and the introduction or amendment by certain jurisdictions of anti-money laundering, embargo and/or trade sanctions, or other similar laws, regulations, requirements or regulatory policies, such as those recently introduced by the United States, the United Kingdom, the European Union and other nation states in response to the conflicts in Eastern Europe and the Middle East have materially exacerbated volatility in the global financial markets and can cause consumer, corporate, and financial confidence to weaken, increasing the risk of a ‘selfreinforcing’ global economic downturn. In addition, the ongoing conflict in Eastern Europe and the sanctions that have been introduced on Russian assets, businesses and citizens, when coupled with the voluntary measures taken by global organizations in response to the conflict, may have material adverse consequences. During the recent past, the global markets have been shaken with significant uncertainty in part due to, among other things, terrorist actions, concerns over the proliferation of nuclear weapons, the state of the worldwide economic markets, the conflict in Eastern Europe and the Middle East and other conflicts and geopolitical concerns. Instability in the credit, securities, currency, commodity and other markets may increase the risks inherent in investments. A continued negative impact on economic fundamentals and consumer and business confidence would likely increase market volatility, stifle investment, and reduce liquidity, each of which could have a material adverse effect on the performance of Client portfolios and investments. Social, political, and economic uncertainty can result in or coincide with: increased volatility in the global securities, derivatives and currency markets; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchange rates; increased risk of default (by both government and private issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; less governmental regulation and supervision of the securities markets and market participants and decreased monitoring of the markets by governments or self-regulatory organizations and reduced enforcement of regulations; limited, or limitations on, the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments. While the current U.S. administration has signaled a reduced emphasis on regulation, past U.S. administrations supported an enhanced regulatory agenda. Changes in regulation impose greater costs on certain sectors, including financial services, which could adversely impact Crescent and Crescent’s Clients. Changes in enforcement priorities could also impact the ability or cost of doing business in particular jurisdictions. There can be no assurance that social, political and/or economic changes will not cause Clients to suffer losses, including a loss of any or all of their investments.
Public Health Emergencies. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N2/09 flu, avian flu, Ebola and the outbreak of COVID-19, have resulted in market volatility and disruption, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the portfolio. In the past, these emergencies have significantly diminished global economic production and activity of all kinds and contributed to both volatility and a severe decline in financial markets. There had been material reductions in demand across most categories of consumers and businesses, dislocation in the credit and capital markets, labor force and operational disruptions, slowing or complete idling of certain supply chains and manufacturing activity, steep increases in unemployment levels, and more. Any other public health emergency could have a significant adverse impact and result in significant losses in the portfolio. The extent of the impact on investments’ operational and financial performance will depend on a number of factors, all of which are highly uncertain and cannot be predicted. This impact may include significant reductions in revenue and growth, unexpected operational liabilities, impairments to credit quality and reductions in the availability of capital. Tax Reform Legislation. As a result of the 2024 federal election and changes in the Executive and Legislative branches, there could be changes in tax laws. Clients and prospective investors are urged to consult their tax advisors regarding the effects of tax laws and proposed legislation on their investments. Regulatory Changes. Governmental and regulatory authorities, including in the United States and the European Union (the “EU”), remain focused on the regulatory environment for private investment funds and separate accounts which continues to evolve. The effect of any regulatory or tax changes being implemented, or which may be implemented in the future on Crescent and its Clients, as well as the markets and instruments in which they invest and the counterparties with which they conduct business is difficult to predict. Crescent continues to monitor enacted and proposed laws and regulations and seeks to comply with all applicable laws and regulations. Now and in the future, laws, rules and regulations may require Crescent to conduct additional verification of both the identity of any person submitting a completed subscription agreement, the source of each person’s investment, and the bank accounts remitting subscription monies or receiving withdrawal or distribution proceeds. Entity investors may also be required to produce certain information to the partnership confirming other information already required by the partnership in its subscription agreement. Governmental authorities are continuing to consider appropriate measures to implement know-your-customer and anti-money laundering laws (customarily known as “KYC” and “AML”, respectively), and it is unclear what additional steps Crescent may be required to take; however, these steps may include prohibiting Limited Partners from making further purchases of Interests or depositing distributions to which Limited Partners would otherwise be entitled to an escrow account and/or causing the withdrawal of Interests. It also is possible that, in connection with the establishment of antimoney laundering procedures or for other reasons, certain legislation or other regulation may require the Partnership, the Investment Manager, or other service providers to share information with governmental and regulatory authorities with respect to Limited Partners. Crescent will reserve the right to require and produce such information as is necessary to comply with any request for information by courts, tribunals, central banks, exchanges, or governmental or regulatory authorities. Under the Alternative Investment Fund Managers Directive (the “AIFMD”), Member states of the EU have implemented the AIFMD into national legislation. Under the terms of the AIFMD, if an Investment Manager is designated as the “EU AIFM” (as that term is defined in the AIFMD) of a Fund, the entity designated as the “AIFM” will be required to ensure that the partnership complies with certain
restrictions and/or meets certain conditions which may include, depending upon the structure utilized by the partnership at that time and the marketing activities undertaken with respect to the partnership, restrictions and/or conditions as to its liquidity profile and withdrawal/redemption policy and use of leverage, transparency, the appointment of a depositary, and disclosure obligations concerning the acquisition of major holdings and control of unlisted companies. Such restrictions and/or conditions, and/or any others that may be required as a result of the AIFMD, may result in the restructuring of a partnership and/or its respective relationships with service providers and are likely to increase the on-going costs borne, directly or indirectly, by a partnership. The interpretation and application of the AIFMD is subject to change as a result of, e.g., the issuance of further national guidance by a member state, the issuance of binding guidelines by the European Securities and Markets Authority (“ESMA”) and further EU legislation amending the AIFMD. The EU continues to review the functioning of the AIFMD within the EEA, giving rise to the possibility of further changes (including but not limited to the cross-border distribution of funds entered into force on August 1, 2019). In particular, the AIFMD will be amended by way of a directive as regards delegation arrangements, liquidity risk management, supervisory reporting, provision of depositary and custody services and loan origination by alternative investment funds (commonly referred to as “AIFMD II”), which entered into force on April 15, 2024 and will take effect from April 16, 2026. Compliance with AIFMD II has the potential to increase the cost and complexity of raising capital in respect of alternative investment funds in the EEA. Further, under AIFMD II, loan-originating AIFs (as that term is defined in AIFMD II) will be subject to, among other things, new leverage and concentration limits, transparency requirements, retention requirements, lending restrictions and requirements for policies, procedures and processes for the granting of credit. Whilst the establishment of an AIF loan origination regime under AIFMD II may facilitate loan origination by EU AIFs with an EU AIFM in some EU jurisdictions and may therefore present new opportunities for Crescent, it also has the potential to limit Crescent’s activities, and increase the cost and complexity of raising capital with respect to loan-originating AIFs. European Economic Risk. European financial markets have experienced great volatility and financial turmoil and governmental measures undertaken in response (whether regulatory or financial in nature) may have a negative effect on market conditions. Investing in euro-denominated (or other European currency-denominated) securities also entails the risk of being exposed to a currency that may not fully reflect the strengths and weaknesses of the disparate European economies. It is possible that countries that have already adopted the euro could abandon the euro and return to a national currency and/or that the euro will cease to exist as a single currency in its current form. The effects of such abandonment or a country’s forced expulsion from the EMU on that country, the rest of the EMU, and global markets are impossible to predict, but are likely to be negative. The exit of any country out of the EMU would likely have an extremely destabilizing effect on all Eurozone countries and their economies and a negative effect the global economy as a whole. In addition, under these circumstances, it may be difficult to value investments denominated in euros or in a replacement currency. Potential implications of ‘Brexit’. On January 31, 2020, the United Kingdom (“UK”) formally left the European Union (“EU”). Following its withdrawal from the EU, the UK entered into a transition period, during which EU law continued to apply in the UK whilst the UK government and the EU negotiated the terms of their future relationship. The transition period expired on December 31, 2020, and EU law no longer applies in the UK. The UK and the EU have agreed to a trade and cooperation agreement pursuant to which there will be no tariffs or quotas on goods traded between the UK and the EU. However, services are not
comprehensively covered in the agreement, which provides only general commitments on market access in services and a “most favored nation” provision which is subject to many exceptions. Furthermore, there is the possibility that either party may impose tariffs on trade in the future in the event that regulatory standards between the EU and the UK diverge. The terms of the future relationship may cause continued uncertainty in the global financial markets, and adversely affect the performance of Crescent. It also remains possible that the UK’s withdrawal from the EU may lead to a call for similar referenda in other European jurisdictions, which may cause increased economic volatility in the European and global markets. This mid- to long-term uncertainty may have an adverse effect on the economy generally and on the ability of Crescent to execute its strategy and generate attractive returns. In particular, currency volatility may mean that returns are adversely affected by market movements and may make it more difficult or more expensive to execute prudent currency hedging policies. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential downgrading of the UK’s sovereign credit rating may also have an impact on the performance of investments located in the UK or Europe.. Derivatives. Clients may hold or write various derivative instruments, including options, forward contracts, swaps and other derivatives, which may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. Use of derivative instruments presents various risks. When derivatives are used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may reduce the effectiveness of the hedge or result in a loss. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets Clients may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which Clients may conduct transactions in certain derivative instruments may prevent prompt liquidation of positions, subjecting Clients to potential losses. While certain derivatives are subject to mandatory central clearing and exchange trading, others that may be purchased or sold by Clients may not be traded on an exchange. Over-the-counter options, unlike exchange-traded options, are two-party contracts with price and other terms negotiated by the buyer and seller. The risk of nonperformance by the obligor on such an instrument may be greater, and the ease with which Clients can dispose of or enter into closing transactions with respect to such an instrument may be less, than in the case of an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “ask” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange-traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. Central clearing and exchange trading are intended to reduce counterparty credit risk and increase liquidity but does not make transactions in cleared or exchange-traded derivatives risk-free. Certain legal, tax and market uncertainties present risks when entering into credit derivatives. There is uncertainty surrounding the characterization of credit derivatives, interpretation of their provisions and their tax treatment. In addition, additional regulations and laws may apply to credit derivatives that have not heretofore been applied. There can be no assurance that future decisions construing similar provisions to those in any credit derivative or other related documents, or additional regulations and laws will not have a material adverse effect on Clients. Credit Default Swaps. Certain Clients may enter into credit default swaps, which are a type of derivative instrument. Credit default swaps are generally subject to the risks applicable to other derivative instruments, as well as certain additional risks because they are difficult to value, are susceptible to liquidity
and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer. Loan Origination and Seasoning Arrangements. We, one or more of our affiliates (each, a “Seasoning Affiliate”) enter into arrangements with clients to assist with loan origination and seasoning as we determine to be necessary or appropriate. The terms associated with any such arrangement, including the interest charged, shall, in the aggregate, be no more favorable to us and our affiliates than could be obtained in an arm’s-length transaction. Such arrangements present certain conflicts of interest. Any Seasoning Affiliate would be a proprietary account and all profits and losses would be for our and our affiliates’ benefit. Any Seasoning Affiliate would also earn fees and other compensation on these transactions on our and our affiliates’ behalf and such fees and compensation will not be shared with clients. Furthermore, we will have an incentive to allocate investment opportunities that we believe will be more favorable for later sale to third-party investors or clients to the Seasoning Affiliate. In situations involving a workout, the Seasoning Affiliate’s interests could be adverse to clients that hold interests in other segments of a portfolio company’s capital structure. Notwithstanding any conflicts, we are a fiduciary and must put our clients’ interests first. In allocating to a Seasoning Affiliate, the specific processes employed and factors considered depend on the nature of the investment and the purpose for which it is acquired. One client (a “Seasoning Fund”) may also enter into an arrangement with another client to assist with loan origination and seasoning. While we may cause clients to enter into such investments with the reasonable expectation that a portion of the investment may ultimately be sold from the Seasoning Fund to the other client (each, a “Purchasing Fund”) after a period of time, during the time that the investment is held solely by the Seasoning Fund, the Seasoning Fund assumes all downside risk, costs and expenses associated with such investment, including the risk that the investment will default and will result in a loss of invested capital, as well as the risk that the transaction may not be completed. Our policies with respect to these types of transactions are designed to allocate investment opportunities appropriately, while complying with any applicable structuring guidelines and considerations. Investments That Cannot be Disposed of Prior to Liquidation of a Client by Expiration of the Term or Otherwise. A Client may make investments that may not be advantageously disposed of prior to the date it is put into liquidation, either by expiration of such Client’s term or otherwise. Although upon the liquidation of a Client, the general partner (or the relevant liquidator, if there is no general partner) will use commercially reasonable efforts to reduce to cash and cash equivalents such assets of the Client as the general partner or such liquidator deem advisable to sell, subject to obtaining fair value for such assets and any tax, legal or other legal considerations, there can be no assurances with respect to the time frame in which the winding-up and the final distribution of proceeds to such Client’s investors will occur. In the event that Crescent cannot advantageously dispose of one or more portfolio investments, including, as applicable, at the end of a Client’s term or thereafter, Crescent could seek to restructure such Client or such investments, including by way of a secondary transaction, strip sale or similar transaction to one or more third parties or other Clients. The terms of such secondary transactions may include economic aspects beneficial to Crescent, including by way of carried interest distributions generated from such transactions and prospects of future economics associated with such transactions. To the extent such secondary transaction involves other Clients or affiliate transactions, approval of the investors or applicable boards any such Client will not necessarily be required, and such Client will bear its attributable share of the expenses associated with any such transaction. More generally, and without limiting the foregoing, a Client could seek to sell one or more portfolio investments to an investment vehicle established to purchase such investments, in which the partners of such Client are given the opportunity to continue their investment in the relevant
assets, in whole or in part (a “Continuation Vehicle”). A Continuation Vehicle could also involve participation by Crescent, other Clients and/or third parties, which would indirectly acquire the portion of the relevant assets relating to the interests of the investors that do not seek to continue their participation in such investment, in whole or in part. Depending on the elections made by the investors and the general partner, the sale of an investment to a Continuation Vehicle will result in the general partner, Crescent or its affiliates or portfolio companies disposing of their investments in the underlying assets at a different time than some or all investors and otherwise taking actions with respect to such investment that are different than the actions taken by investors that do not make the same elections. As such, the general partner, Crescent, or its affiliates or portfolio companies could ultimately receive a return on their share of the relevant investment that is higher than the return achieved by certain investors. Redemption Risk. When a Client instructs a redemption that results in a large outflow of cash, this activity could have adverse effects on performance if Crescent were required to sell securities at times when it otherwise would not do so. This activity could also accelerate the realization of capital gains/losses and increase transaction costs. Counterparty and Custodial Risk. To the extent Clients invest in swaps, “synthetic” or derivative instruments, repurchase agreements, certain types of options or other customized financial instruments or, in certain circumstances, non-U.S. securities, Clients take the risk of non-performance by the other party to the contract. This risk may include the credit risk of the counterparty and the risk of settlement default. This risk may differ materially from those related to exchange-traded transactions that generally are supported by guarantees of clearing organizations, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Additionally, transactions that are cleared through a clearinghouse are subject to the credit risks associated with the clearinghouse. Insolvency Considerations. The information in this and the following risk factor (“Participation on Creditors’ Committees and Boards of Directors”) is applicable with respect to U.S. obligors. Because Crescent invests client accounts in loans and debt securities, various laws enacted for the protection of creditors may apply to instruments held by Clients. The loans of obligors not organized or incorporated in the United States will be subject to laws enacted in their home countries for the protection of creditors, which may differ from and be less favorable than U.S. laws. If in a lawsuit brought by an unpaid creditor or representative of creditors of an obligor (such as a trustee in bankruptcy) under a loan, a court were to find that the obligor did not receive fair consideration or reasonably equivalent value for incurring the indebtedness constituting the loan and, after giving effect to such indebtedness, the obligor (1) was insolvent, (2) was engaged in a business for which the remaining assets of such obligor constituted unreasonably small capital or (3) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, then the court could determine to invalidate, in whole or in part, such indebtedness as a fraudulent conveyance, to subordinate such indebtedness to existing and/or future creditors of the obligor, or to recover amounts previously paid by the obligor in satisfaction of such indebtedness. There can be no assurance as to what standard a court would apply in order to determine whether the obligor was “insolvent” after giving effect to the incurrence of the indebtedness constituting the loan or that, regardless of the method of valuation, a court would not determine that the obligor was “insolvent” upon giving effect to such incurrence. In addition, in the event of the insolvency of an obligor of a loan, payments made on such loan could be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as one year) before insolvency. In general, if payments on an obligation are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured from the initial recipient (such as Clients).
Participation on Creditors’ Committees and Boards of Directors. Representatives of Crescent, on behalf of Clients, may participate on committees formed by creditors to negotiate with the management of financially troubled companies that may or may not be in bankruptcy. Crescent may also seek to negotiate directly with debtors with respect to restructuring issues. In a situation where a representative of Crescent chooses to join a creditors’ committee, the representative would likely be only one of many participants, each of whom would be interested in obtaining an outcome that is in its individual best interest. There can be no assurance that the representative would be successful in obtaining results most favorable to our Clients in such proceedings, although the representative may incur significant legal fees and other expenses in attempting to do so. As a result of participation by the representative on such committees, the representative may be deemed to have duties to other creditors represented by the committees, which might thereby expose Clients to liability to such other creditors who disagree with the representative’s actions. It is possible that Crescent or its affiliates will be represented on the boards of some of the companies in which Clients make investments. Such representation may have the effect of impairing the ability of Crescent to sell Clients’ related investments when, and upon the terms, they might otherwise desire, including as a result of applicable securities laws. If Crescent or any of Crescent’s affiliates or employees earns compensation with regard to any such board representation, such compensation will generally be remitted to the relevant Clients. See also Item 11. Availability of Suitable Investments; Competition. The identification of attractive investment opportunities is difficult and highly uncertain. There can be no assurance that we will be able to invest a Client’s capital fully or that suitable investment opportunities will be identified. Crescent often seeks to invest in companies with relatively short operating histories and lower revenues or companies that have undergone leveraged buyouts or recapitalizations. The success of Client portfolios will depend on the ability of Crescent to originate, recommend, structure, identify and consummate suitable investments in a highly competitive environment, to improve the operating performance of portfolio companies, and to dispose of investments at a profit. Crescent competes with the public and private debt and equity markets and with other investors, including other asset management firms, Credit Solutions (f/k/a/ Mezzanine) funds, private equity funds, hedge funds, direct investment firms, business development companies and merchant banks for investment opportunities. Investments in Cash or Cash-Equivalent Investments. Crescent may invest a portion of Clients’ assets in cash or cash equivalents when, for example, (1) Clients are initially funded or additional funding occurs and targeted investments have not been identified or purchased, (2) other investments are unattractive, (3) providing a reserve for anticipated obligations of Clients or (4) for other temporary purposes. Although such practices may assist in the preservation of capital, the assumption of cash positions may also reduce potential investment returns especially for Clients who pay Management Fees on cash or cash equivalents. Cash investment practices may be expected, therefore, to affect total investment performance of Clients’ portfolios. Use of Leverage. Clients may borrow or otherwise use leverage to increase profit potential while increasing risk of loss and volatility. Leverage may take the form of borrowed money, short positions, uncovered put options, derivative instruments that are inherently leveraged, and other forms of direct and indirect borrowings. If the interest expense on borrowings were to exceed the net return on the portfolio of securities purchased with borrowed funds, returns will be lower than if the Client were not leveraged. Additionally, the use of leverage, while providing the opportunity for higher returns, also increases volatility and the risk of loss. We may have a conflict of interest in causing a Client to incur leverage or determining to de-lever, because we may earn fees on the leverage and/or have a performance allocation without the associated risk of loss of our invested capital. Litigation. To the extent that a Client is in a position to exercise any significant influence over a portfolio company, there could be a heightened risk of litigation (e.g., claims that the Client is a controlling
person and thus liable for securities law violations of the portfolio company). The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, absent fraud, willful misconduct or gross negligence by Crescent, would be borne by relevant Clients or their investors and would reduce net assets or could require investors in Clients to return the Clients’ distributed capital and earnings. Crescent and others are indemnified in connection with such litigation, subject to certain conditions. In connection with the disposition of an investment in a portfolio company, Clients may be required to make representations about the business and financial affairs of a portfolio company typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. Clients also may be required to indemnify the purchasers of such investments or underwriters, to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities to Clients. In addition, in the capacity as a member of the boards of directors of portfolio companies, a representative of Clients may become subject to fiduciary or other duties that may adversely affect Clients. For example, Clients may be unable to sell portfolio securities if a representative of Crescent is in possession of inside information relating to the issuer of the portfolio securities. Clients also may be limited to the same “window periods” for sales of public securities of a portfolio company as are directors of the portfolio company if a representative of Crescent is on the board of directors of the portfolio company. Business and Regulatory Risks. Legal, tax and regulatory changes in the U.S. and outside the U.S. could occur during the term of Clients’ engagement of Crescent that may adversely affect Clients. The regulatory environment for private investment vehicles is evolving, and changes in such regulation may adversely affect the value of investments held by Clients. In addition, the securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. Legal, tax, and regulatory changes, as well as judicial decisions, could adversely affect the implementation of Clients’ investment strategy. The effect of any future regulatory change on Clients could be substantial and adverse. Alternative U.S. or non-U.S. rules or legislation regulating Clients or Crescent may be adopted, and the possible scope of any rules or legislation is unknown. There can be no assurances that Clients or Crescent will not in the future be subject to regulatory review or discipline. The effects of any regulatory changes or developments on Clients could substantially and adversely affect the manner in which a Client’s assets are managed and the Client’s returns. Artificial Intelligence Technologies. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), create opportunities as well as risks for Crescent. Crescent may expand its use of AI Technologies in connection with its business, investment activities, and its portfolio companies or issuers and investments may also use such technologies. AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate. Therefore, it is expected that data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technologies and could adversely impact Crescent and its investments to the extent they rely on or are impacted by the work product of such AI Technologies. The volume and reliance on data and algorithms also make AI Technologies, and in turn Crescent and its investments more susceptible to cybersecurity threats. In addition, Crescent and its investments could be exposed to risks to the extent third-party service providers or any counterparties use AI Technologies in their business activities. Crescent will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing AI Technologies are provided. In addition, AI Technologies may be competitive with the business of issuers or increase the potential for obsolescence of an issuer’s products
or services (particularly as the capabilities of AI Technologies improve), and accordingly the increased adoption and use of AI Technologies may have an adverse effect on issuers or their respective businesses. Cybersecurity Risk. In addition to the risks described above that primarily relate to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. Cybersecurity attacks include electronic and non-electronic attacks that include but are not limited to gaining unauthorized access to digital systems to obtain Client and financial information, compromising the integrity of systems and Client data (e.g., misappropriation of assets or sensitive information), or causing operational disruption through taking systems off-line (e.g., denial of service attacks). As the use of technology has become more prevalent, Crescent and the client accounts Crescent manages have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause Crescent and client accounts (including funds) Crescent manages to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which Crescent invests, counterparties with which Crescent engages in transactions, third-party service providers (e.g., a client account's custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. While cybersecurity risk management systems and business continuity plans have been developed and implemented by Crescent, and are designed to reduce the risks associated with these attacks, there are inherent limitations in any cybersecurity risk management system or business continuity plan, including human error and the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed, especially since Crescent does not directly control the cybersecurity systems of issuers or third-party service providers. Combination or “Layering” of Multiple Risk Factors May Significantly Increase Risk of Loss. Although the various risks discussed herein are generally described separately, Clients and investors in Clients should consider the potential effects of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss may be significantly increased. Third-Party Lending Facility Risk. From time-to-time Crescent arranges and negotiates lending facilities with third party lenders, such as banks and insurance companies, to provide loans to the Funds it manages. These loans can be short- or long-term and be used to temporarily bridge a Fund’s commitments to portfolio companies and capital calls from limited partners, to leverage potential Fund returns and provide liquidity to satisfy drawdowns of revolver loans a Fund has underwritten or for other reasons, in Crescent’s discretion and consistent with each Fund’s governing documents. Crescent could arrange such loans with Sun Life Financial, its parent company or Sun Life Financial could acquire an interest in a loan that Crescent arranges with a third-party. When Sun Life Financial has an interest in a loan to a Fund that Crescent manages, conflicts of interest can arise. For example, Crescent could have an incentive to favor Sun Life Financial over the Funds it manages in connection with negotiating the terms of the loans, such as interest rate, maturity and restrictive covenants, in determining whether to pre-pay or refinance a loan or in determining whether and how to renegotiate loan terms. Crescent takes various steps to manage these conflicts, including limiting Sun Life Financial’s participation to loans already negotiated at arms-length with an underwriter, limiting Sun Life Financial to minority interests in loan participations, and establishing information barriers between relevant persons at Crescent and Sun Life Financial to ensure arms-length negotiations of such loans. Notwithstanding the controls Crescent implements to manage this conflict, there could still be circumstances when it negotiates terms with Sun Life Financial that are less advantageous to a Fund than what might have been provided by a third-party lender absent Sun Life Financial’s participation. Additionally, investors of Clients should expect that Sun Life Financial will act in its own best interest with respect to such loans and without regard to the interests of Crescent or any Fund.
Item 9. Disciplinary information
Not Applicable.
Item 10. Other financial industry activities and affiliations
Adviser’s Relationships with Sun Life Financial As an indirect majority-owned subsidiary of Sun Life Financial, Crescent is part of a diversified, global financial services organization. We are affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisers, commodity pool operators and other investment advisers. Crescent has withdrawn its registration with FINRA as a broker-dealer.
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Therefore, some of Crescent’s access persons are now registered with FINRA and supervised as registered representatives of Sun Life Institutional Distributors (U.S.) LLC (“SLID”), a registered broker-dealer and member of FINRA, through Sun Life Financial’s indirect 100% ownership of SLID through which Crescent is under common ownership. SLID markets private funds and limited partnerships managed by Sun Life Financial affiliated investment advisers of Crescent. BentallGreenOak Real Estate US LLC, also a registered with FINRA broker-dealer, acts as placement agent for certain funds advised by Sun Life Financial affiliated investment advisers other than Crescent. Crescent and one or more Sun Life Financial broker-dealer affiliates may enter or have entered into one or more distribution agreements under which such affiliate may distribute Crescent Funds. Adviser’s Relationships with Affiliated Investment Advisers Crescent Credit Europe LLP, is our wholly owned adviser affiliate, an English limited liability partnership (“CCE”), which may provide advice and/or research to us. CCE is authorized by the F i n a n c i a l Services Authority of the United Kingdom to provide advice to Crescent with respect to Client investments. Crescent Cap Advisors, LLC, is a Delaware limited liability company and is separately registered as an investment adviser under the Advisers Act. Crescent Cap Advisors acts as the investment adviser to Crescent Capital BDC, Inc., a closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act. Crescent Cap NT Advisors, LLC, is a Delaware limited liability company and is separately registered as an investment adviser under the Advisers Act. Crescent Cap NT Advisors acts as the investment adviser to Crescent Private Credit Income Corp., a closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act. Crescent Capital BDC, Inc., is a Maryland corporation and a closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act. Crescent Capital BDC, Inc. is also an exempt reporting adviser under the Advisers Act.
Sun Life Financial Crescent is affiliated with the following investment advisers: Advisors Asset Management, Inc., a Colorado- based registered investment adviser that provides portfolio supervisory and evaluation services to AAM-sponsored unit investment trusts. The firm is indirectly majority-owned by Sun Life Financial. BentallGreenOak. Sun Life Financial indirectly owns a majority of the BentallGreenOaks group of companies, all of which with Crescent are under common control of Sun Life Financial: BentallGreenOak (U.S.) Limited Partnership, a Seattle-based registered investment adviser that counsels clients on their direct investments in office, industrial, retail, multi-family residential and hospitality real estate throughout the United States. In addition, serves as a real estate broker or dealer. BentallGreenOak (Canada) Limited Partnership, a Vancouver-based firm that advises clients on direct investments in office, industrial, retail, multi-family residential and other commercial real estate throughout Canada. In addition, serves as a real estate broker. BentallGreenOak Strategic Capital Partners, LLC, BentallGreenOak Strategic Capital Partners is owned by BentallGreenOak, an adviser which is indirectly majority owned by Sun Life Financial under SLC Management, the alternative asset management arm of Sun Life. BGO Capital (Canada) Inc. (“BGOCC”), a Canadian dealer, adviser and investment fund manager. BGOCC and BentallGreenOak are under common control. BGOCC markets funds managed by BentallGreenOak. BGO US Real Estate LP, an investment advisory services firm specializing in investment management for private funds focused on investment in real estate and real estate related assets. The firm is indirectly majority-owned by Sun Life Financial Inc. InfraRed Capital Partners Limited. Is a wholly owned subsidiary of Sun Life. It is an SEC registered investment adviser and InfraRed Capital Partners (US) LLC, is also an investment adviser registered with the SEC (“InfraRed”). Headquartered in London, U.K., InfraRed is a global infrastructure and real estate manager. Massachusetts Financial Services Company. Sun Life Financial owns indirectly approximately 95.3% of the outstanding securities of Massachusetts Financial Services Company (“MFS”). MFS is a registered investment adviser and sponsor of various investment companies. MFS Institutional Advisors, Inc. is a registered investment adviser that is a wholly owned subsidiary of MFS. MFS and Crescent are under common control of Sun Life Financial. MFS Fund Distributors, Inc is a U.S. broker dealer registered with FINRA and wholly owned by Massachusetts Financial Services Company. SLGI Asset Management Inc., a Toronto based subsidiary of Sun Life Financial Inc. that is an asset management company providing mutual funds, ETFs, and segregated funds to retail and institutional investors. Sun Life Global Investments (Canada) Inc. Sun Life Financial indirectly owns 100% of Sun Life Global Investments (Canada) Inc. (“SLGI”), a fund manager that designs and manages both in-house and subadvised investment solutions for retail and institutional investors. SLGI is registered with the securities
commissions and regulatory authorities in all provinces in Canada. SLGI and Crescent are under common control of Sun Life Financial. Relationships with Affiliated Insurance Companies Sun Life Financial is the 100% owner, directly or indirectly of the following insurance companies and dental plans, none of which Crescent provides services to directly or indirectly:
Independence Life and Annuity Company; Professional Insurance Company; Sun Life and Health Insurance Company (U.S.); Sun Life Assurance Company of Canada; Sun Life Financial (U.S.) Reinsurance Company; Sun Life Financial (U.S.) Reinsurance Company II; Sun Life Hong Kong Limited (“Sun Life (H.K.)”); Sun Life Financial (Bermuda) Reinsurance Ltd.; Denticare of Alabama, Inc.; UDC Dental California, Inc.; UDC Ohio, Inc.; Union Security DentalCare of Georgia, Inc.; Union Security DentalCare of New Jersey, Inc.; United Dental Care of Arizona, Inc.; United Dental Care of Colorado, Inc.; United Dental Care of Missouri, Inc.; United Dental Care of New Mexico, Inc.; United Dental Care of Texas, Inc.; and United Dental Care of Utah, Inc.
Co-investment by Affiliates In connection with its acquisition of Crescent, Sun Life Financial made a co-investment of $750 million into Crescent’s investment strategies and Funds. This investment helps to support the launch of new products and align the interests of Sun Life with investors in Crescent Funds. Board Seats Officers or employees of Crescent may from time to time be members of the boards of directors of publicly-held companies that may be permitted investments of various investment strategies offered by Crescent. In these cases, Crescent takes steps such as establishing information barriers or placing the security in question on a restricted list, which may limit or preclude the purchase or sale of such securities for Crescent’s Clients and employees. Employee Sharing and Secondment Arrangements Crescent may engage in employee sharing and secondment arrangements with affiliated entities, including affiliates that provide investment-related services. Under these arrangements, personnel employed by an affiliate may be temporarily assigned to work for Crescent, or vice versa, to support the operations of the adviser or the clients it manages. These arrangements are designed to provide access to specialized expertise across the affiliated group. Shared or seconded employees providing investment-related services on behalf of Crescent are subject to the compliance policies and procedures of both Crescent and its affiliate as if direct employees of each.
These arrangements may give rise to actual or potential conflicts of interest. Seconded or shared employees may have responsibilities to both Crescent and its affiliates, which may include entities with interests that differ from or conflict with those of the clients. For example, an employee may have an incentive (e.g., through compensation or performance evaluations based on performance of only either Crescent or its affiliate) to prioritize the interests of the affiliate over those of Crescent and its clients. There may also be conflicts in the allocation of time, attention, and resources of shared employees, especially where such employees are involved in investment decision-making or advisory operations of both Crescent and its affiliates.
Item 11. Code of ethics, participation in client transactions and personal trading
Crescent has adopted a Regulatory Compliance Manual (Compliance Manual) that includes a Code of Ethics (the Code) setting forth the standards of ethical and business conduct expected of our personnel and addresses conflicts that may arise from personal trading by personnel. The Code, among other things, requires compliance with the federal securities laws, reflects the fiduciary responsibilities of Crescent and its advisory personnel, prohibits certain personal securities transactions, and requires personnel to report periodically their personal securities transactions and to pre-clear certain securities transactions.
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The Compliance Manual also addresses certain other potential conflicts of interest including Insider Trading, Gifts and Entertainment, Political and Charitable Contributions, and Outside Business Activities. Pertinent provisions of the Compliance Manual and the Code are discussed below. A copy of the Compliance Manual including the Code will be provided to any Client, prospective Client, or investor upon request, by calling the telephone number on the front of this Brochure. Transaction Restrictions. The Code includes restrictions on investment transactions in which Crescent’s officers, directors and certain other persons have a beneficial interest to avoid any actual or potential conflict or abuse of their fiduciary position. The Code permits personnel subject to the Code to invest in securities, but contains several restrictions and procedures designed to eliminate conflicts of interest including: (a)
pre-clearance of non-exempt personal investment transactions;
(b)
quarterly reporting of non-exempt personal securities transactions and initial and annual reporting of securities holdings;
(c) a prohibition against personally acquiring securities in an initial public offering, entering into uncovered short sales, and writing uncovered options; (d)
a ten day “black out period” prior to or subsequent to a Client transaction during which portfolio managers are prohibited from making certain transactions in securities which are being purchased or sold by a Client of such manager;
(e) a prohibition against acquiring any security which is subject to firm wide or investment group restriction;
(f)
a prohibition of the purchase of securities offered in a hedge fund, other private placement, or limited offering (other than certain affiliated-sponsored offerings) except with prior approval of a designated officer;
(g) a prohibition of a purchase, without prior disclosure to a designated officer, on behalf of a Client through a private placement of a security of an issuer or its affiliate, if a member of the investment group purchasing the security has a beneficial interest in the issuer or affiliate; Parallel Investments. Crescent may recommend, buy or sell investments in issuers in which it or related persons may also purchase, hold or sell other investments. These investments may be either publicly traded or private placements. Crescent policy establishes various procedures with respect to investment transactions in which Crescent’s related persons have a beneficial interest that are designed to reduce the potential for conflicts of interest. Investing In Different Classes Of The Capital Structure In Distressed Entities. Because Crescent has many investment strategies and different portfolio managers operating independently of each other, different managers purchasing and selling securities in the same issuer is not uncommon. Those securities may be of the same class or different classes (and thus different seniorities) of the issuer’s capital structure. There may also be instances where portfolio managers invest in one class of an issuer for some Clients and in other classes of the same issuer for other Clients. In the healthy entity situation, those overlaps are not an area of significant concern, because the potential for conflict generally is not substantial, and any strict prohibition would reduce investment opportunities to the detriment of our Clients. This is not the case, however, for a distressed entity where the interests of different Clients may not necessarily be parallel. Crescent has established special procedures that apply when purchasing securities of a distressed entity or when a healthy entity becomes a distressed entity. A portfolio manager must consult Crescent’s Management Partners and Chief Compliance Officer: (a)
prior to purchasing securities of a distressed entity (whether as an initial holding or subsequent additional instruments) when Crescent otherwise owns securities in such distressed entity,
(b)
upon becoming aware of a potential conflict between two groups or within the same group holding different securities in a distressed entity, or
(c)
upon deciding to take an active role in a workout or restructuring that could create an actual conflict.
Insider Trading. The Compliance Manual includes a policy on insider trading that provides generally that no officers, directors, or employees of Crescent may: (a)
buy or sell a security either for themselves or others while in possession of material nonpublic information.
(b)
communicate material non-public information to others who have no official need to know.
The policy also provides guidance about what is material non-public information, lists common examples of situations in which Crescent personnel could obtain that information, and describes Crescent’s procedures regarding securities maintained on a “Restricted Securities List” and for establishing
information barriers. It also identifies parties to contact with questions in connection with the requirements of the policy statements. Crescent’s officers or employees may from time to time be members of the boards of directors of publicly held companies, which may be permitted to make investments in the various investment strategies that we offer. In such cases, Crescent takes the steps described in Item 10, above. Restrictions on Gifts and Entertainment; Political and Charitable Contributions; Outside Business Activities. Crescent has a policy governing gifts and entertainment to identify and mitigate conflicts of interest. The policy includes reporting and approval processes for specific categories of gifts and entertainment provided to or given by Crescent employees. Additionally, Crescent’s policy on political activities and contributions contains rules governing contributions and solicitation, requires the pre-clearance of certain contributions to federal, state, and local candidates, campaign committees, political parties or other political organizations, and sets rules for political activities on Crescent’s premises or using Crescent resources. Crescent also has a policy governing employees’ activities outside of their employment with Crescent, including outside employment, service as director or in a similar capacity, fiduciary appointments, and participation in public affairs and service as treasurer of clubs, houses of worship, and lodges. Confidentiality and Reporting. Crescent’s policies require employees to keep the confidentiality of all non-public information regarding Crescent, Clients, investors, prospects, and other employees, and to report illegal activity or activities not in compliance with Crescent’s formal written policies and procedures, including the Code. The Code provides for exemptive relief from certain of its requirements, upon application to and approval by designated personnel. Principal and Cross Transactions Subject to each Client’s governing documents, Crescent has in the past and is expected to in the future cause a Client to purchase investments from another Client, or cause a Client to sell investments to another Client. In addition, Crescent will, from time to time, cause certain Clients to engage in a principal transaction. Such transactions can create conflicts of interest if, for example, the Firm has an incentive to improve the performance of one Client by selling underperforming assets to another Client to earn Management Fees or a performance allocation from the acquiring Client. Additionally, in connection with such transactions, Crescent, its affiliates and/or their professionals (1) may have a significant investment, or intentions to invest, in a Client that is selling and/or purchasing such an investment or (2) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). To address these conflicts of interest, in connection with effecting such transactions, Crescent will, to the extent feasible, use market data to determine the price at which such a Client acquires the investment. Crescent does not receive any compensation in connection with a cross trade. In addition, cross trades and principal trades are reviewed by Compliance to confirm that potential conflicts of interest are resolved equitably and to ensure that the requirements of Section 206(3) of Advisers Act in respect of principal transactions are complied with in the context of such transactions. Any conflicts of interest may, and any principal transaction will, need to be brought to the attention of the applicable Fund’s Limited Partners, the Limited Partner’s Advisory Board, or a third-party independent agent, depending on the relevant Client’s governing documents.
Item 12. Brokerage practices
Crescent seeks to achieve best execution when trading. Other goals include timely, fair and costeffective executions, fairness to Clients, both in priority of order execution and in the allocation of the price obtained in execution of trades, and compliance with Client trading-related mandates and investment restrictions. When appropriate under our discretionary authority and consistent with our duty to seek best execution, we may execute through broker-dealers who provide unsolicited research services. Crescent will have an incentive to use such broker-dealers, in order to receive such research services without producing or paying for them.
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In executing fixed income trades, such factors as price (including the applicable dealer spread), size of order, and difficulty of execution are also taken into account. Transactions are not always executed at the lowest available commission or commission equivalent, and we may effect transactions that cause the Client to pay more than another broker-dealer would have charged if we determine that the additional cost is reasonable in relation to the value of the services provided to Crescent. Trading and Brokerage. Crescent’s trading and brokerage policies prohibit the directing of commissions generated from Clients’ brokerage transactions to pay for Client referrals, and also prohibit the making of any recommendation that “credit” be given to particular individual brokers within a brokerage firm. Persons responsible for the selection of brokers-dealers to effect the portfolio securities transactions of a Fund shall not consider a broker-dealer’s promotion or sale of Fund shares or interests when making the selection. However, Crescent may, when consistent with these policies and the duty to seek best execution, execute transactions through broker-dealers who also refer clients or place Fund shares. We may also, consistent with these policies and the duty to seek best execution, execute transactions through a related person or a broker-dealer in which one of our Clients or our related persons have a financial interest. Occasionally a Client may instruct us to direct a certain amount of trading volume to a specific broker-dealer. Historically, this has been very limited and has not had any significant impact on broker selection. It is our policy to require legal review and review by our Compliance Department of any such request prior to agreeing to direct transactions. Clients who direct brokerage should understand that, in so doing, they are limiting our ability to choose brokers and dealers on the basis of execution cost and quality, and that directed transactions may be ineligible for inclusion in block trades and may wait behind discretionary trades. This may cost Clients money through increased transaction costs and less favorable prices on executed trades. Block Trades and Allocations. On occasion, Crescent will not be able to purchase or sell all of the loans or securities ordered as part of a block order. If an order is partially filled, Crescent will generally allocate purchases pro rata, except as noted below. The allocation of each investment will be documented in a standard format within the order management system for trades placed through the Trading Group. For directly negotiated investments, allocations are typically documented via an allocation spreadsheet. Only those accounts included in an order are considered for allocation purposes. Participation of an account in an order and the amount of its participation is based on such considerations as: (1) investment objectives, guidelines and restrictions; (2) amount of available securities; (3) available liquidity in each Client account;
(4) amount of existing holdings (or substitutes) of the security in the accounts; (5) minimum investment requirements and the amount needed to obtain a meaningful position; (6) tax or legal considerations relating to the type of investment; (7) investment time horizon; (8) directed brokerage instructions; and (9) any other relevant factors. Purchases and Sales of Syndicated Investments (Bonds and Loans): Pro Rata Based on Order Size When a strategy is included in an order for purchases or sales of a syndicated investment and there is insufficient supply (purchase orders) or insufficient demand (sales orders) to execute the order in full, Crescent generally allocates the opportunity pro rata based on the order size. Waterfall Procedures: Certain Middle Market Loan Purchases In the event that the allocation for certain middle market bank loans (first and second lien tranches less than or equal to 250mm and 200mm, respectively) is insufficient to fill all outstanding purchase orders, Crescent has adopted waterfall procedures specifying the order of allocation. Specifically, the strategies with mandates focused on that market segment (the Crescent Syndicated Credit Solutions funds and accounts) are filled first, Direct Lending strategies are filled next, then all other strategies are filled. Reallocations Once purchases and sales are allocated to a portfolio manager or an investment team, the responsible portfolio manager(s) may re-allocate to the participating portfolios within their strategy to maintain or equalize portfolio weightings, avoid de minimis allocations or fulfill other appropriate investment objectives. Rounding Crescent may round orders to the nearest thousand to satisfy marketplace conventions. Bespoke Allocations Notwithstanding the foregoing, a block order may be allocated on a basis different from the default pro rata allocation, i.e., a “Bespoke Allocation.” Reasons for allocating on a basis different from pro-rata may include among others: to avoid odd-lots and de minimis allocations to one or more Clients, to satisfy minimum trade lot sizes, or on account of other relevant considerations. In the case of minimum lot sizes and de minimis allocations, Crescent may round up an allocation to ensure a Client has meaningful exposure to the issuer or may remove a Client account from the block order altogether. Special Allocations In rare circumstances, it may be appropriate to make an exception to the allocation policy. For example, allocating an investment opportunity resulting from a restructuring only to those accounts that invested in the issuer before the restructuring. Such allocations, which may constitute an exception to the allocation policy described herein, are “Special Allocations.” The Trading Group reviews Special
Allocations with the Head of Trading and the CCO, or their designee(s); both of them or their appropriate designee(s) must approve the Special Allocation. The Compliance Team maintains a log of Special Allocations, including the rationale for each Special Allocation. Purchases of Private Credit Investments (Directly Negotiated Loans): Pro Rata Based on Assets Under Management: Generally, Crescent’s Private Credit Product Groups manage significantly different investment strategies based on their respective risk profiles, target returns, liquidity needs, sourcing relationships, and investment management agreements of the accounts each Product Group manages. When an investment opportunity is eligible for investment by more than one Product Group, it is normally a core investment to one Product Group (e.g., Crescent Credit Solutions) and ancillary to the others (e.g., Direct Lending). Core investments to each Product Group are generally not made available to other Product Groups unless a Product Group determines that the investment opportunity exceeds the Product Group’s interest in the investment (excess capacity). A Product Group may, in its sole discretion, offer some, all or none of its excess capacity to one or more other investors, including without limitation, other Product Groups at Crescent, Clients, affiliated and non-affiliated funds or business partners, and fund investors, in such proportions as the Product Group deems to be appropriate. If there is insufficient supply to execute a block purchase order for a private credit investment opportunity, Crescent generally allocates the opportunity pro rata based on assets under management (AUM). For purposes of determining AUM, a fund or portfolio’s ability to employ leverage is included in the AUM calculation. Generally, the fund’s AUM is estimated based on the total assets expected to be managed once the leverage facility is employed. When multi-strategy portfolios are included in the block, Crescent utilizes the applicable sleeve level assets for determining AUM. The Direct Lending Strategies receive priority allocations for lending opportunities to lower middle market borrowers (issuers with $35mm EBITDA or less) due to its focus on that market. Follow-On investments, sometimes referred to as “Add-On” investments, are additional investments in an existing portfolio company, frequently for funding follow-on acquisitions, capital expenditures, or other capital infusions. Crescent generally allocates Follow-On investment opportunities to the strategies participating in the original investment pro rata based on holdings. Once the follow-on investments are allocated, a portfolio manager or investment team may re-allocate to the portfolios within their strategy or Product Group to maintain or equalize portfolio weightings, avoid de minimis allocations or fulfill other investment objectives. Crescent generally does not allocate Follow-On investments to funds or accounts, which did not participate in the original loan, unless the existing investors’ target exposures are satisfied. Sales of Private Credit Investments (Directly Negotiated Loans): Pro Rata Based on Holdings: When a strategy is included in an order for the sale of a directly negotiated loan and there is insufficient demand to satisfy the order in full, Crescent generally allocates the opportunity pro rata based on holdings. Pro Rata Based on Available Capital (Co-Investments): Crescent manages a business development company and Crescent, or its affiliates may in the future manage additional business development companies and/or registered closed-end funds (each, a “Regulated Fund”), which are subject to regulation under the Investment Company Act. The SEC granted Crescent an order of exemptive relief (the “Order”), which permits, subject to the compliance with its stated terms and
conditions, the Regulated Fund to co-invest with Crescent’s other Clients in certain negotiated transactions. This may require allocating such co-investment transactions based on available capital, which may result in different allocations to Crescent’s other Clients than would otherwise be the case absent the conditions of the Order. When multi-strategy portfolios are included in the block, Crescent utilizes the applicable sleeve level assets for determining available capital. Co-Investments. In addition to co-investment that may be required pursuant to the Order, above, Crescent may offer interests in investments in the form of co-investment opportunities in order to facilitate the completion of a deal. Co-investment partners may include investors in the Funds, Supervised Persons or related persons of Crescent, financing sources, and others. Also, Crescent may in its discretion, but is not obligated to, offer co-investment opportunities to affiliates and/or third parties which it may select in its sole discretion, for investments in a portfolio company either directly or through the formation of one or more co-investment vehicles. Certain co-investors may pay no or reduce fees, including management fees, carried interest and fund administrative fees. In addition, in certain cases, such coinvestment vehicles or other co-investors may evaluate a potential investment alongside a Crescentadvised Fund. If the potential investment is not consummated, the full amount of any expenses relating to such potential but not consummated investment may be borne entirely by Crescent-advised Fund making such investment, rather than the co-investment vehicle or other co-investor. However, see disclosure relating to allocation of “broken deal” expenses in Item 5, supra. Certain Crescent Funds provide that to the extent Crescent offers, in its sole discretion, a coinvestment opportunity, some or all of the aggregate dollar amount of such co-investment available may be offered first to any Fund investors (including an affiliated group of Fund investors) that have Commitments equal to or exceeding $150 million and, in the case of one Fund, second to any Fund Investors (including an affiliated group of Fund investors) that have commitments equal to or exceeding $100 million. Crescent Fund limited partnership agreements do not grant any limited partner a right to participate in any coinvestment opportunity and Crescent retains full discretion to determine what portion, if any, of each coinvestment opportunity will be offered in such manner. Trade Error Policy and Procedures. Despite due care in executing transactions for Client accounts, from time-to-time accounts may experience trade errors. Trade errors include a variety of situations where Client assets are committed to an unintended trade, such as: a transaction is executed other than in the manner intended (e.g., buy instead of sell or purchase of wrong security or wrong amount of a security); a transaction is executed in a manner that is inconsistent with a client-imposed or regulatory guideline (e.g., exceeding holding limits); a transaction is improperly processed (e.g., purchase in excess of available cash); or a third-party commits an error in connection with the transaction (e.g., broker-dealer delivers incorrect security at settlement). Crescent seeks to identify and resolve potential trade errors promptly, efficiently and in the best interests of its Clients. Crescent has adopted written policies and procedures reasonably designed to reduce the risks that trade errors will occur and to identify and mitigate the impact of any trade errors that do occur. In seeking to reduce the likelihood of a trade error occurring, Crescent’s policies and procedures include order placement protocols requiring confirmation or sign-off of trade tickets as well as a variety of automated and manual tools to identify potential trade errors during trading and post-trade. To facilitate efficient correction of trade errors prior to settlement, Crescent, from time to time, employs an error account in Crescent’s name and transfers erroneous trades to that account. Gains and losses in the error account are netted periodically and net gains are given to a charity of Crescent’s choice.
Where possible, trade errors which are clerical in nature or which are identified and can be corrected prior to booking the transaction into relevant accounting records are corrected through clerical correction such as canceling and rebooking a trade ticket and confirmation to, for example, reallocate a transaction to the correct account. If a trade error is determined to be a result of Crescent’s breach of the applicable standard of care that directly causes a loss to a Client, Crescent will take reasonable steps to make the Client whole for direct losses. However, in no event will a Client be reimbursed for indirect or remote losses such as lost opportunity costs. Where multiple trade errors arise from the same root cause or where multiple transactions are necessary to correct a trade error, Crescent may net gains and losses. If there is a net gain, it will be retained by the Client and if there is a net loss, Crescent will reimburse the Client in the amount of the net loss. While Crescent does not use “soft dollars” or promises of future business to induce a brokerdealer to absorb the costs of a trade error to the extent that Crescent was responsible for the trade error, circumstances may arise where a broker-dealer was partially or wholly responsible for a trade error. In these cases, or where another third-party is determined to have been responsible, in whole or in part, for a trade error, Crescent will ask the broker-dealer or other third party to bear part or all of the related costs of correcting the trade error and making impacted Clients whole. While Crescent will take reasonable steps to cause the third-party to resolve such a trade error, Crescent shall not be responsible for bearing costs to the extent of a third-party’s responsibility. Should the third-party refuse to absorb the costs of correcting such a trade error, Crescent will inform impacted Clients. Crescent’s error policy also addresses the remediation of Net Asset Value (NAV) errors subject to certain materiality thresholds. An NAV error is considered immaterial and will not require retroactive action if the impact on NAV is less than 25bps; if greater than 25bps but less than 50bps, Crescent will determine the total Fund loss and total Fund benefit during the error period and the fund will be reimbursed for any net loss. If the NAV error is 50bps or greater, Crescent (or the responsible party) will pay individual shareholders for shareholder losses plus any redemption proceeds owed, and the Fund for any Fund losses due to the error. A NAV error resulting in a loss of less than $500 to any one shareholder or Fund is considered de minimis and need not be corrected. Valuation Policy. Crescent maintains two Pricing Committees, one for Capital Markets investment strategies (Bank Loans, High Yield, High Income, and Collateralized Loan Obligations) and another for alternative investment strategies (Credit Solutions, Direct Lending, European Specialty Lending and Special Situations). The Pricing Committees are responsible for, among other things, establishing valuation policies and procedures, periodically reviewing pricing reports and approving fair value recommendations by Product Groups. Crescent invests primarily in privately negotiated loans to private middle market U.S. companies and broadly syndicated assets such as bank loans and corporate bonds. We also make investments at other levels of a portfolio company’s capital structure, including mezzanine loans or in equity interests. These investments include both liquid and illiquid securities. For liquid investments, where market prices are readily available, Crescent values its investments at the current market price. Investments for which reliable market quotations are not available are valued in accordance with Crescent’s written policies. Crescent values illiquid investments at fair value as determined in accordance with US GAAP and the Crescent’s written policies. Because valuations for illiquid assets, particularly valuations of private securities and private companies, may be based on subjective factors and the interpretation of unobservable inputs, such valuations may fluctuate over short periods of time and may be based on estimates. Our determinations of
fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. Our NAV for Funds and portfolios could be adversely affected if our determinations regarding the fair value of our investments for Funds and portfolios were materially higher than the values that we ultimately realize upon the disposal of such loans and securities.
Item 13. Review of accounts
Our accounts are divided among investment professionals according to the investment strategy of the portfolio. Portfolios are typically monitored and reviewed by the investment personnel who manage the strategy on an ongoing basis. The details of the monitoring vary based on the nature of the investment strategy. Separately, our investment operations, compliance and risk functions perform monitoring and review, including daily transaction reviews, for marketable securities strategies. In addition, investment activities for certain alternative investment strategies are reviewed periodically. Participants in the review include senior portfolio management personnel from the investment strategy as well as members of risk, legal and compliance teams.
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Crescent distributes account statements and financial reports monthly, quarterly, or annually as required by each Client’s Fund Documents or Investment Management Agreement. Depending on the type of Client (e.g., open-ended fund, closed-end fund, or separate account), account statements typically include beginning and ending market value, contributions, distributions, realized and unrealized gains/losses, and performance net and gross fees. Financial reports typically include statements of assets and liabilities, operations, changes in partner capital, cash flows, schedule of investments, fees, notes, report of independent auditors (on an annual basis) and fund administration information, including service providers and key contacts for the Fund. Fund investors will receive financial statements that comply with the requirements provided in the relevant governing documents.
Item 14. Client referrals and other compensation
Crescent does not compensate any person for client referrals but does engage third-party placement agents for a fee or compensation for referral of investors for certain Funds. Many of Crescent’s investors engage the services of consultants in connection with their investments and investment managers. Compensation paid by Crescent to those consultants would typically be disclosed as indicated by the paragraph above, as required by law. Crescent may also pay from time to time a portion of the cost of conferences, seminars, and other activities Crescent attends that are sponsored by the investors’ consultants.
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Crescent and Sun Life Capital Management (Canada) Inc., an exempt market dealer duly registered with the appropriate Canadian securities regulators, have entered into a distribution agreement under which the latter may distribute Crescent’s private funds in the provinces and territories of Canada, subject to compliance with each entity’s respective securities laws as applicable. Crescent and Sun Life Institutional Distributors (U.S.) LLC, a duly registered dealer with FINRA have entered into a distribution agreement for which the latter may from time to time distribute Crescent’s private funds in various U.S. states.
Item 15. Custody
Because Crescent serves as general partner of certain Funds, Crescent is deemed to have “custody” over the Funds within the meaning of Rule 206(4)-2 under the Advisers Act. Each investor in a Fund receives audited financial statements within 120 days following the Fund’s fiscal year end. You should review these statements carefully. If you have invested in a Fund and have not received audited financial statements timely, please contact us. Our contact information appears on the cover page of this Brochure.
Item 16. Investment discretion
Crescent has discretionary trading authority for most Clients for which it is the investment adviser. Our investment decisions and advice with respect to Clients’ accounts are subject to the Clients’ investment objectives and guidelines, as established by the Clients and set forth in the applicable Fund Documents or Investment Management Agreement. Also see Item 4 for a further description of our authority over Client accounts.
Item 17. Voting client securities
If Crescent has responsibility for voting proxies in connection with its investment advisory duties, or has the responsibility to specify to an agent how to vote the Client’s proxies, we exercise such voting responsibilities for our Clients through the corporate proxy voting process. In order to provide a basis for making decisions in the voting of proxies for its Clients, Crescent has adopted a proxy voting policy and related procedures. Crescent may use an outside proxy voting service (“Outside Service”) to help manage the proxy voting process. All proxy voting and record keeping by Crescent is dependent on the timely provision of proxy ballots by custodians, clients and other third parties.
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Under specified circumstances described below involving potential conflicts of interest, Crescent may request an Outside Service to help decide certain proxy votes. Proxy Voting Philosophy. Crescent’s utmost concern in voting proxies is that all decisions be made in the best interests of the Client, with the goal of maximizing the value of the Client’s investments. Crescent may abstain from voting if it deems that abstaining is in its Clients’ best interests. Investment personnel who are primarily responsible for evaluating the individual holdings of Crescent’s Clients are responsible for making proxy-voting determinations. International Proxy Voting. There are significant differences between voting U.S. company proxies and voting non-U.S. company proxies. While voting proxies for U.S. companies is relatively easy, voting proxies of non-U.S. companies may be difficult and costly and particular requirements vary from country to country. Crescent considers whether to vote an international proxy based on the particular facts and circumstances. When Crescent believes that an issue to be voted is likely to affect the economic value of portfolio securities, that its vote may influence the ultimate outcome of the contest, and that the benefits of voting the proxy exceed the expected costs, Crescent will make every reasonable effort to vote such proxies. Additionally, proxy voting in certain countries involves “share blocking,” which limits Crescent’s ability to sell the affected security during the blocking period, which can last for several weeks.
Crescent generally abstains from voting when share blocking is required because the adverse consequences from being unable to sell a security usually outweigh the benefits of participating in a proxy vote. Conflict Resolution. While it is unlikely that material conflicts of interest will arise in the context of Crescent’s proxy voting because Crescent does not engage in investment banking or the managing or advising of public companies, in the event a material conflict were to arise, Crescent will convene its Proxy Voting Committee which requires an unanimous decision regarding a proxy vote. If the Proxy Committee is unable to satisfactorily resolve the conflict of interest, Crescent will engage an Outside Service or consultant and vote the proxy in accordance with the recommendation by the third party. Proxy Voting Information. Upon request, Crescent will provide proxy-voting records to its Clients. These records state how votes were cast on behalf of Client accounts, whether a particular matter was proposed by the company or a shareholder, and whether or not Crescent voted in line with management recommendations. Crescent is prepared to explain to Clients the rationale for votes cast on behalf of Client accounts. To obtain proxy voting records or a copy of our proxy voting policies and procedures, please contact Crescent’s Compliance department.
Item 18. Financial information
Not applicable.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.