•
|
our business prospects and the prospects of a CLO vehicle’s portfolio companies;
|
•
|
our investment strategy and its impact on the CLO vehicles in which we invest;
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
•
|
the expertise of our Advisor;
|
•
|
the ability of a CLO vehicle’s portfolio companies to achieve their objectives;
|
•
|
our expected financings and investments;
|
•
|
the impact of the global COVID-19 pandemic and related changes in base interest rates and significant market volatility on our business, our portfolio investments, our industry and the global economy;
|
•
|
the belief that the carrying amounts of our financial instruments, such as cash, receivables and payables approximate the fair value of such items due to the short maturity of such instruments and that such financial instruments are held with high credit quality institutions to mitigate the risk of loss due to credit risk;
|
•
|
the belief that certain rating agencies provide broader rating coverage across underlying loan portfolios;
|
•
|
the impact of the eventual transition away from LIBOR; and
|
•
|
the timing of cash flows, if any, from our investments.
|
The top ten industries of the underlying obligors on a look-through basis to the Company’s CLO investments reported as of April 30, 2020, are provided below:
|
|
The top ten underlying obligors on a look-through basis to the Company’s CLO investments reported as of April 30, 2020, are provided below:
|
||
Top 10 Industries of Underlying Obligors
|
|
Top 10 Underlying Obligors
|
||
Moody's Industry Name
|
% of Total
|
|
Obligor
|
% of Total
|
Healthcare & Pharmaceuticals
|
10.8%
|
|
Altice SFRFP
|
0.8%
|
High Tech Industries
|
10.5%
|
|
TransDigm
|
0.6%
|
Services: Business
|
8.6%
|
|
Asurion
|
0.6%
|
Banking, Finance, Insurance & Real Estate
|
7.3%
|
|
Dell International
|
0.6%
|
Media: Broadcasting & Subscription
|
5.3%
|
|
CenturyLink
|
0.6%
|
Hotel, Gaming & Leisure
|
5.3%
|
|
Cablevision Systems
|
0.6%
|
Telecommunications
|
5.2%
|
|
American Airlines
|
0.6%
|
Chemicals, Plastics & Rubber
|
4.6%
|
|
Envision Healthcare
|
0.5%
|
Services: Consumer
|
3.8%
|
|
Starfruit Finco B.V.
|
0.5%
|
Construction & Building
|
3.5%
|
|
Diamond Sports Group
|
0.4%
|
Total
|
64.9%
|
|
Total
|
5.8%
|
The credit ratings distribution of the underlying obligors on a look-through basis to the portfolios of the Company’s CLO investments and other unrated investments reported as of April 30, 2020 is provided below:
|
The maturity distribution of the underlying obligors on a look-through basis to the portfolios of the Company’s CLO investments and other unrated investments reported as of April 30, 2020 is provided below:
|
|
|
|
||
Assets:
|
|
|
|
|
Investments at fair value (amortized cost of $79,153,265)
|
|
$
|
49,025,116
|
|
Cash
|
|
2,684,494
|
|
|
Prepaid expenses and other assets
|
|
200,091
|
|
|
Total assets
|
|
51,909,701
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
6.875% Series A Term Preferred Stock (net of deferred debt issuance costs of $650,838)
|
|
20,665,662
|
|
|
Payable to adviser and affiliates
|
|
940,897
|
|
|
Accrued professional fees
|
|
141,500
|
|
|
Other liabilities
|
|
73,072
|
|
|
Total liabilities
|
|
21,821,131
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 5)
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
$
|
30,088,570
|
|
|
|
|
|
|
Net assets consists of:
|
|
|
|
|
Common stock, par value of $0.001 per share; 90,000,000 shares authorized and 3,244,829 shares issued and outstanding as of April 30, 2020
|
|
$
|
3,245
|
|
Paid-in capital in excess of par
|
|
53,748,944
|
|
|
Total distributable earnings
|
|
(23,663,619
|
)
|
|
Total net assets
|
|
$
|
30,088,570
|
|
|
|
|
|
|
Net asset value per share
|
|
$
|
9.27
|
|
|
|
|
||
Investment income
|
|
|
||
Interest income
|
|
$
|
5,543,396
|
|
|
|
|
||
Operating expenses
|
|
|
||
Interest expense
|
|
815,588
|
|
|
Management fees
|
|
537,943
|
|
|
Incentive fees
|
|
591,517
|
|
|
Administration fees
|
|
447,536
|
|
|
Professional fees
|
|
217,973
|
|
|
Other expenses
|
|
327,067
|
|
|
Total operating expenses
|
|
2,937,624
|
|
|
|
|
|
|
|
Net investment income
|
|
2,605,772
|
|
|
|
|
|
|
|
Unrealized gain (loss) on investments
|
|
|
|
|
Net unrealized depreciation on investments
|
|
(18,000,396
|
)
|
|
Net loss on investments
|
|
(18,000,396
|
)
|
|
|
|
|
|
|
Net decrease in net assets resulting from operations
|
|
$
|
(15,394,624
|
)
|
|
|
|
|
Six Months Ended April 30, 2020
(unaudited)
|
|
Year Ended October 31, 2019
|
||||
Decrease in net assets resulting from operations:
|
|
|
|
||||
Net investment income
|
$
|
2,605,771
|
|
|
$
|
4,328,541
|
|
Net realized gain on investments
|
—
|
|
|
10,175
|
|
||
Net unrealized depreciation on investments
|
(18,000,396
|
)
|
|
(12,197,225
|
)
|
||
Net decrease in net assets resulting from operations
|
(15,394,625
|
)
|
|
(7,858,509
|
)
|
||
|
|
|
|
||||
Distributions paid to common stockholders:
|
|
|
|
||||
Common stock distributions from net investment income
|
(2,920,338
|
)
|
|
—
|
|
||
Common stock distributions from return of capital
|
(324,482
|
)
|
|
(5,488,924
|
)
|
||
Distributions paid to common stockholders
|
(3,244,820
|
)
|
|
(5,488,924
|
)
|
||
|
|
|
|
||||
Capital share transactions:
|
|
|
|
||||
Proceeds from sale of common stock, net of offering costs
|
2,772,091
|
|
|
8,802,338
|
|
||
Common stock issued from reinvestment of stockholder distributions
|
100,616
|
|
|
13,896
|
|
||
Net increase in net assets resulting from capital transactions
|
2,872,707
|
|
|
8,816,234
|
|
||
|
|
|
|
||||
Net decrease in net assets
|
(15,766,738
|
)
|
|
(4,531,199
|
)
|
||
|
|
|
|
||||
Net assets at the beginning of the period
|
45,855,308
|
|
|
50,386,507
|
|
||
Net assets at the end of the period
|
$
|
30,088,570
|
|
|
$
|
45,855,308
|
|
|
|
|
|
||||
Capital share transactions:
|
|
|
|
||||
Common stock shares outstanding at the beginning of the period
|
3,061,858
|
|
|
2,505,000
|
|
||
Sale of common stock shares
|
173,498
|
|
|
556,033
|
|
||
Common stock issued from reinvestment of stockholder distributions
|
9,473
|
|
|
825
|
|
||
Common stock shares outstanding at the end of the period
|
3,244,829
|
|
|
3,061,858
|
|
|
|
|
||
Cash flows from operating activities
|
|
|
||
Net decrease in net assets resulting from operations
|
|
$
|
(15,394,625
|
)
|
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities:
|
|
|
||
Net unrealized depreciation on investments
|
|
18,000,396
|
|
|
Amortization of debt issuance costs
|
|
82,834
|
|
|
Accretion of interest income on structured finance securities
|
|
(5,538,253
|
)
|
|
Purchase of portfolio investments
|
|
(5,175,500
|
)
|
|
Distributions from portfolio investments
|
|
7,835,599
|
|
|
Changes in operating assets and liabilities:
|
|
|
||
Prepaid expenses and other assets
|
|
28,362
|
|
|
Due to adviser and affiliates
|
|
(98,413
|
)
|
|
Accrued professional fees
|
|
(151,248
|
)
|
|
Payable for investment purchased
|
|
(320,000
|
)
|
|
Other liabilities
|
|
30,637
|
|
|
Net cash used in operating activities
|
|
(700,211
|
)
|
|
|
|
|
||
Cash flows from financing activities
|
|
|
||
Proceeds from issuance of common stock, net of underwriting fees and offering costs
|
|
2,799,419
|
|
|
Payment of deferred offering costs
|
|
(201,718
|
)
|
|
Distributions paid to common stockholders
|
|
(3,144,204
|
)
|
|
Net cash used by financing activities
|
|
(546,503
|
)
|
|
|
|
|
||
Net decrease in cash
|
|
(1,246,714
|
)
|
|
Cash at beginning of period
|
|
3,931,208
|
|
|
Cash at end of period
|
|
$
|
2,684,494
|
|
|
|
|
||
Supplemental Disclosure of Cash Flow Information:
|
|
|
||
Cash paid during the period for interest
|
|
$
|
732,754
|
|
Reinvestment of stockholder distributions
|
|
100,616
|
|
Company and
Investment
|
|
Effective Yield (3)
|
|
Initial Acquisition Date
|
|
Maturity (6)
|
|
Principal
Amount
|
|
Amortized Cost
|
|
Fair Value (5)
|
|
Percent of
Net Assets
|
|||||||
Structured Finance (1) (2) (8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allegro CLO VII, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
14.33%
|
|
2/14/2019
|
|
6/13/2031
|
|
$
|
3,100,000
|
|
|
$
|
2,472,340
|
|
|
$
|
1,598,912
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Anchorage Capital CLO 1-R Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
17.06%
|
|
10/5/2018
|
|
4/13/2031
|
|
2,100,000
|
|
|
1,682,227
|
|
|
1,111,975
|
|
|
3.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Atlas Senior Loan Fund X Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
12.72%
|
|
10/5/2018
|
|
1/15/2031
|
|
5,000,000
|
|
|
3,101,934
|
|
|
850,536
|
|
|
2.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Atlas Senior Loan Fund IX Ltd. (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
0.00%
|
|
10/5/2018
|
|
4/20/2028
|
|
1,200,000
|
|
|
619,840
|
|
|
200,193
|
|
|
0.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Battalion CLO IX Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
19.35%
|
|
10/10/2018
|
|
7/15/2031
|
|
1,079,022
|
|
|
712,238
|
|
|
550,684
|
|
|
1.8
|
|
|||
Subordinated Notes
|
|
19.35%
|
|
10/10/2018
|
|
7/15/2031
|
|
1,770,978
|
|
|
1,168,982
|
|
|
903,827
|
|
|
3.0
|
|
|||
|
|
|
|
|
|
|
|
2,850,000
|
|
|
1,881,220
|
|
|
1,454,512
|
|
|
4.8
|
|
|||
Battalion CLO XI Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
15.57%
|
|
3/20/2019
|
|
10/24/2029
|
|
5,000,000
|
|
|
4,143,670
|
|
|
3,235,957
|
|
|
10.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
BlueMountain Fuji U.S. CLO III, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
20.43%
|
|
9/18/2019
|
|
1/15/2030
|
|
3,701,700
|
|
|
2,723,246
|
|
|
1,971,602
|
|
|
6.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Crown Point CLO 4 Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
15.97%
|
|
3/22/2019
|
|
4/20/2031
|
|
5,000,000
|
|
|
4,053,648
|
|
|
2,985,686
|
|
|
9.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dryden 30 Senior Loan Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
16.95%
|
|
10/5/2018
|
|
11/15/2028
|
|
1,000,000
|
|
|
555,017
|
|
|
322,069
|
|
|
1.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and
Investment
|
|
Effective Yield (3)
|
|
Initial Acquisition Date
|
|
Maturity (6)
|
|
Principal
Amount
|
|
Amortized Cost
|
|
Fair Value (5)
|
|
Percent of
Net Assets
|
|||||||
Dryden 38 Senior Loan Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
14.89%
|
|
10/5/2018
|
|
7/15/2030
|
|
$
|
2,600,000
|
|
|
$
|
1,743,018
|
|
|
$
|
958,318
|
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dryden 41 Senior Loan Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
16.89%
|
|
10/5/2018
|
|
4/15/2031
|
|
2,600,000
|
|
|
1,673,053
|
|
|
1,005,308
|
|
|
3.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dryden 53 CLO, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
18.15%
|
|
10/5/2018
|
|
1/15/2031
|
|
3,200,000
|
|
|
2,379,365
|
|
|
1,682,268
|
|
|
5.6
|
|
|||
Subordinated Notes
|
|
22.64%
|
|
10/1/2019
|
|
1/15/2031
|
|
500,000
|
|
|
337,878
|
|
|
262,854
|
|
|
0.9
|
|
|||
|
|
|
|
|
|
|
|
3,700,000
|
|
|
2,717,243
|
|
|
1,945,123
|
|
|
6.5
|
|
|||
Dryden 76 CLO, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
18.24%
|
|
9/27/2019
|
|
10/20/2032
|
|
2,250,000
|
|
|
1,863,323
|
|
|
1,470,298
|
|
|
4.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Elevation CLO 2017-7, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
11.53%
|
|
10/5/2018
|
|
7/15/2030
|
|
4,750,000
|
|
|
3,480,956
|
|
|
2,102,368
|
|
|
7.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Elevation CLO 2017-8, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
10.87%
|
|
10/5/2018
|
|
10/25/2030
|
|
2,000,000
|
|
|
1,496,524
|
|
|
830,282
|
|
|
2.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TCI-Flatiron CLO 2017-1, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
15.28%
|
|
3/22/2019
|
|
5/15/2030
|
|
3,000,000
|
|
|
2,002,295
|
|
|
1,551,403
|
|
|
5.2
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Flatiron CLO 18 Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
15.17%
|
|
10/5/2018
|
|
4/17/2031
|
|
4,500,000
|
|
|
3,637,713
|
|
|
2,697,967
|
|
|
9.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Greenwood Park CLO, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
14.01%
|
|
10/5/2018
|
|
4/15/2031
|
|
4,000,000
|
|
|
3,279,103
|
|
|
2,566,350
|
|
|
8.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Halcyon Loan Advisors Funding 2018-1 Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
16.34%
|
|
3/20/2019
|
|
7/20/2031
|
|
3,000,000
|
|
|
2,301,569
|
|
|
1,198,702
|
|
|
4.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and
Investment
|
|
Effective Yield (3)
|
|
Initial Acquisition Date
|
|
Maturity (6)
|
|
Principal
Amount
|
|
Amortized Cost
|
|
Fair Value (5)
|
|
Percent of
Net Assets
|
|||||||
HarbourView CLO VII-R, Ltd. (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
0.00%
|
|
10/5/2018
|
|
11/18/2026
|
|
$
|
3,100,000
|
|
|
1,886,533
|
|
|
135,410
|
|
|
0.4
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Madison Park Funding XXIII, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
12.30%
|
|
10/5/2018
|
|
7/27/2047
|
|
4,000,000
|
|
|
3,077,840
|
|
|
2,198,655
|
|
|
7.3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Marble Point CLO X Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
9.57%
|
|
10/5/2018
|
|
10/15/2030
|
|
7,000,000
|
|
|
5,059,907
|
|
|
2,676,710
|
|
|
8.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Marble Point CLO XI Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
10.86%
|
|
10/5/2018
|
|
12/18/2047
|
|
1,500,000
|
|
|
1,194,057
|
|
|
536,807
|
|
|
1.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
MidOcean Credit CLO VII Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
5.93%
|
|
3/20/2019
|
|
7/15/2029
|
|
3,275,000
|
|
|
2,200,399
|
|
|
1,116,940
|
|
|
3.7
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
MidOcean Credit CLO VIII Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
12.47%
|
|
1/14/2019
|
|
2/20/2031
|
|
3,250,000
|
|
|
2,450,893
|
|
|
1,744,716
|
|
|
5.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
MidOcean Credit CLO IX Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
13.92%
|
|
11/21/2018
|
|
7/20/2031
|
|
3,000,000
|
|
|
2,071,400
|
|
|
1,481,774
|
|
|
4.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Niagara Park CLO, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
18.60%
|
|
11/8/2019
|
|
7/17/2032
|
|
2,000,000
|
|
|
1,473,474
|
|
|
1,170,413
|
|
|
3.9
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Octagon Investment Partners 39, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
22.14%
|
|
2/27/2020
|
|
10/20/2030
|
|
3,600,000
|
|
|
2,409,374
|
|
|
2,119,287
|
|
|
7.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sound Point CLO IV-R, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
6.82%
|
|
11/2/2018
|
|
4/18/2031
|
|
4,000,000
|
|
|
1,507,389
|
|
|
796,661
|
|
|
2.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company and
Investment
|
|
Effective Yield (3)
|
|
Initial Acquisition Date
|
|
Maturity (6)
|
|
Principal
Amount
|
|
Amortized Cost
|
|
Fair Value (5)
|
|
Percent of
Net Assets
|
|||||||
THL Credit Wind River 2014-3 CLO Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
6.31%
|
|
10/10/2018
|
|
10/22/2031
|
|
$
|
2,778,000
|
|
|
$
|
1,907,781
|
|
|
$
|
608,953
|
|
|
2.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Venture 33 CLO Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
14.21%
|
|
3/21/2019
|
|
7/15/2031
|
|
3,150,000
|
|
|
2,430,499
|
|
|
1,191,453
|
|
|
4.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vibrant CLO X Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
18.52%
|
|
5/23/2019
|
|
10/20/2031
|
|
5,000,000
|
|
|
3,525,467
|
|
|
2,401,464
|
|
|
8.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Voya CLO 2017-4, Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Subordinated Notes
|
|
11.22%
|
|
10/5/2018
|
|
10/15/2030
|
|
1,000,000
|
|
|
820,297
|
|
|
490,405
|
|
|
1.6
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ZAIS CLO 3, Limited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income Notes (7)
|
|
14.56%
|
|
10/10/2018
|
|
7/15/2031
|
|
1,038,255
|
|
|
634,083
|
|
|
110,466
|
|
|
0.4
|
|
|||
Subordinated Notes
|
|
14.56%
|
|
10/10/2018
|
|
7/15/2031
|
|
1,761,745
|
|
|
1,075,933
|
|
|
187,442
|
|
|
0.6
|
|
|||
|
|
|
|
|
|
|
|
2,800,000
|
|
|
1,710,016
|
|
|
297,908
|
|
|
1.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Structured Finance Notes
|
|
|
|
|
|
|
|
$
|
110,804,700
|
|
|
$
|
79,153,265
|
|
|
$
|
49,025,116
|
|
|
162.9
|
%
|
(A)
|
no Incentive Fee in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the hurdle of 2.00% of NAV;
|
(B)
|
100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle but is less than 2.50% of NAV in any calendar quarter (10.00% annualized). The Company refers to this portion of the Pre-Incentive Fee Net Investment Income (which exceeds the hurdle but is less than 2.50% of our NAV) as the “catch-up.” The “catch-up” is meant to provide OFS Advisor with 20% of Pre-Incentive Fee Net Investment Income as if a hurdle did not apply if this net investment income meets or exceeds 2.50% of NAV in any calendar quarter; and
|
(C)
|
20.0% of that portion of the Company’s pre-Incentive Fee net investment income, if any, with respect to which the Rate of Return exceeds 2.50% in such quarter (10.0% annualized) is payable to OFS Advisor (that is, once the hurdle is reached and the catch-up is achieved, 20% of all Pre-Incentive Fee Net Investment Income thereafter is paid to OFS Advisor).
|
|
Six Months Ended April 30, 2020
|
||
Expenses paid to affiliates:
|
|
||
Base management fees
|
$
|
537,943
|
|
Incentive fees
|
591,517
|
|
|
Administration fees
|
447,536
|
|
|
Distributions paid to affiliates
|
510,129
|
|
Investment Type
|
Fair Value as of April 30, 2020
|
Valuation Techniques
|
Unobservable Input
|
|
Range
(Weighted average) (1)
|
||
Structured Finance Notes
|
$
|
49,025,116
|
|
Discounted Cash Flows
|
Defaults and Other:
|
|
|
|
|
|
Short-term defaults (3)
|
|
4.00% CDR(6)
|
||
|
|
|
Mid-term to long-term defaults (4)(5)
|
|
3.00% down to 2.00% CDR(6)
|
||
|
|
|
Distressed asset adjustments (2)
|
|
1.11% - 12.72% (3.63%)
|
||
|
|
|
Recovery Rate
|
|
60.00% - 60.00% (60.00%)
|
||
|
|
|
Constant Prepayment Rate:
|
|
|
||
|
|
|
Short-term (3)(5)
|
|
10.00% up to 15.00%
|
||
|
|
|
Mid-term to long-term (4)(5)
|
|
20.00% up to 25.00%
|
||
|
|
|
Reinvestment Spread over LIBOR:
|
|
|
||
|
|
|
Short-term (3)
|
|
3.25% - 4.15% (3.49%)
|
||
|
|
|
Mid-term(4)
|
|
4.25% - 5.15% (4.49%)
|
||
|
|
|
Long-term(4)
|
|
3.75% - 4.65% (3.99%)
|
||
|
|
|
Reinvestment Price:
|
|
|
||
|
|
|
Short-term (3)
|
|
90.00% - 90.00% (90.00%)
|
||
|
|
|
Mid-term to long-term (4)(5)
|
|
95.00 up to 99.50%
|
||
|
|
|
LIBOR floor on Reinvested Assets
|
|
1.00% - 1.00% (1.00%)
|
||
|
|
|
Discount Rate
|
|
18.50% - 49.50% (25.56%)
|
|
Structured Finance Notes
|
||
Level 3 assets, November 1, 2019
|
$
|
64,147,358
|
|
|
|
||
Net unrealized depreciation on investments (1)
|
(18,000,396
|
)
|
|
Accretion of interest income on structured finance securities
|
5,538,253
|
|
|
Purchase of portfolio investments
|
5,175,500
|
|
|
Distributions from portfolio investments
|
(7,835,599
|
)
|
|
|
|
||
Level 3 assets, April 30, 2020
|
$
|
49,025,116
|
|
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
6.875% Series A Term Preferred Stock
|
$
|
17,957,020
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,957,020
|
|
Description
|
Carrying Value
|
|
Fair Value
|
||||
6.875% Series A Term Preferred Stock
|
$
|
20,665,662
|
|
|
$
|
17,957,020
|
|
|
Principal
|
Unamortized Debt Issuance Costs
|
Stated Interest Rate
|
Effective Interest Rate (1)
|
Interest Expense (2)
|
Term Preferred Shares
|
$21,316,500
|
$650,838
|
6.875%
|
7.66%
|
$815,588
|
Record Date
|
|
Payable Date
|
|
Dividend Per Preferred Share
|
May 22, 2020
|
|
May 29, 2020
|
|
$0.1432292
|
June 23, 2020
|
|
June 30, 2020
|
|
$0.1432292
|
July 24, 2020
|
|
July 31, 2020
|
|
$0.1432292
|
August 24, 2020
|
|
August 31, 2020
|
|
$0.1432292
|
September 23, 2020
|
|
September 30, 2020
|
|
$0.1432292
|
October 23, 2020
|
|
October 30, 2020
|
|
$0.1432292
|
November 23, 2020
|
|
November 30, 2020
|
|
$0.1432292
|
December 24, 2020
|
|
December 31, 2020
|
|
$0.1432292
|
January 22, 2021
|
|
January 29, 2021
|
|
$0.1432292
|
Tax-basis amortized cost of investments
|
|
$
|
78,409,074
|
|
Tax-basis gross unrealized appreciation on investments
|
|
—
|
|
|
Tax-basis gross unrealized depreciation on investments
|
|
(29,383,958
|
)
|
|
Tax-basis net unrealized depreciation on investments
|
|
(29,383,958
|
)
|
|
Fair value of investments
|
|
$
|
49,025,116
|
|
|
Six Months Ended April 30, 2020
(unaudited)
|
|
Year Ended October 31, 2019
|
|
Period from October 10 (commencement) through October 31, 2018
|
||||||
Per share data:
|
|
|
|
|
|
||||||
Net asset value per share at beginning of period
|
$
|
14.98
|
|
|
$
|
20.11
|
|
|
$
|
20.00
|
|
Distributions:
|
|
|
|
|
|
|
|
||||
Distributions from net investment income(9)
|
(0.93
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions from return of capital(9)
|
(0.10
|
)
|
|
(2.12
|
)
|
|
—
|
|
|||
Total distributions
|
(1.03
|
)
|
|
(2.12
|
)
|
|
—
|
|
|||
Net investment income(7)
|
0.83
|
|
|
1.66
|
|
|
0.08
|
|
|||
Net realized and unrealized gains (losses) on investments (7)
|
(5.73
|
)
|
|
(4.69
|
)
|
|
0.03
|
|
|||
Net increase (decrease) from operations
|
(4.90
|
)
|
|
(3.03
|
)
|
|
0.11
|
|
|||
Issuance of common stock(8)
|
0.22
|
|
|
0.02
|
|
|
—
|
|
|||
Net asset value per share at end of period
|
$
|
9.27
|
|
|
$
|
14.98
|
|
|
$
|
20.11
|
|
Per share market value, end of period
|
$
|
8.52
|
|
|
$
|
16.91
|
|
|
$
|
18.78
|
|
Total return based on market value (1)
|
(45.21
|
)%
|
|
1.84
|
%
|
|
(6.10
|
)%
|
|||
Total return based on net asset value (2)
|
(32.71
|
)%
|
|
(15.75
|
)%
|
|
0.55
|
%
|
|||
Shares outstanding at end of period
|
3,244,829
|
|
|
3,061,858
|
|
|
2,505,000
|
|
|||
Weighted average shares outstanding
|
3,142,849
|
|
|
2,601,037
|
|
|
2,505,000
|
|
|||
Ratio/Supplemental Data
|
|
|
|
|
|
|
|
||||
Average net asset value
|
$
|
37,971,940
|
|
|
$
|
48,120,908
|
|
|
$
|
50,243,254
|
|
Net asset value at end of period
|
$
|
30,088,571
|
|
|
$
|
45,855,308
|
|
|
$
|
50,386,507
|
|
Ratio of total operating expenses to average net assets (4)(6)
|
15.47
|
%
|
|
9.41
|
%
|
|
4.42
|
%
|
|||
Ratio of net investment income to average net assets (5)(6)
|
13.72
|
%
|
|
9.00
|
%
|
|
7.17
|
%
|
|||
Portfolio turnover (3)
|
9.10
|
%
|
|
28.80
|
%
|
|
5.10
|
%
|
(1)
|
Total return based on market value is calculated assuming shares of common stock were purchased at the market price at the beginning of the period, distributions were reinvested at a price obtained in the Company's dividend reinvestment plan, and shares were sold at the closing market price on the last day of the period. Total return is not annualized for a period of less than one year.
|
(2)
|
Total return based on net asset value is calculated assuming shares of common stock were purchased at the net asset value at the beginning of the period, distributions were reinvested at a price obtained in the Company's dividend reinvestment plan, and shares were sold at the ending net asset value on the last day of the period. Total return is not annualized for a period of less than one year.
|
(3)
|
Portfolio turnover rate is calculated using the lesser of period-to-date sales and distributions from portfolio investments or period-to-date purchases over the average of the invested assets at fair value.
|
(4)
|
Ratio of total expenses before management fee waiver to average net assets was 9.87% and 6.17% for the year ended October 31, 2019 and period ended October 31, 2018, respectively.
|
(5)
|
Ratio of net investment income before management fee waiver to average net assets was 8.54% and 5.42% for the year ended October 31, 2019 and period ended October 31, 2018, respectively.
|
(6)
|
Annualized for periods less than one year.
|
(7)
|
Calculated on the average share method.
|
(8)
|
The issuance of common stock on a per share basis reflects the incremental net asset value change as a result of the issuance of shares of common stock under the equity distribution agreement, the issuance of shares of common stock in the Company's August 2019 rights offering and the anti-dilutive impact from changes in weighted-average shares outstanding during the period.
|
(9)
|
The information provided for the six months ended April 30, 2020 is based on the Company's estimate of taxable income. The final tax character of the Company's earnings cannot be determined until the end of the calendar year and may vary from these estimates.
|
Class and Year
|
Total Amount Outstanding
|
|
Asset Coverage Per $1,000(1)
|
|
Asset Coverage Per Unit(2)
|
|
Involuntary Liquidation Preference Per Unit(3)
|
||||||||
6.875% Series A Term Preferred Stock
|
|
|
|
|
|
|
|
||||||||
October 31, 2020 (As of April 30, 2020)
|
$
|
21,316,500
|
|
|
$
|
2,412
|
|
|
$
|
60.30
|
|
|
$
|
25.00
|
|
October 31, 2019
|
21,316,500
|
|
|
3,151
|
|
|
78.78
|
|
|
25.00
|
|
||||
October 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Record Date
|
|
Payable Date
|
|
Dividend Per Common Share
|
|
Cash Distribution
|
|
DRIP Shares Value
|
|
Total Distribution
|
November 22, 2019
|
|
November 29, 2019
|
|
$0.17
|
|
$515,701
|
|
4,815
|
|
$520,516
|
December 24, 2019
|
|
December 31, 2019
|
|
0.17
|
|
514,753
|
|
5,812
|
|
520,565
|
January 24, 2020
|
|
January 31, 2020
|
|
0.17
|
|
495,858
|
|
24,771
|
|
520,629
|
February 21, 2020
|
|
February 28, 2020
|
|
0.1734
|
|
535,521
|
|
23,659
|
|
559,180
|
March 24, 2020
|
|
March 31, 2020
|
|
0.1734
|
|
539,942
|
|
21,738
|
|
561,680
|
April 23, 2020
|
|
April 30, 2020
|
|
0.1734
|
|
542,429
|
|
19,821
|
|
562,250
|
For the Six Months Ended
|
|
DRIP Shares Value
|
|
Total Distribution Declared
|
|
DRIP Shares Issued
|
|
Average Value Per Share
|
|||||||
April 30, 2020
|
|
$
|
100,616
|
|
|
$
|
3,244,820
|
|
|
9,473
|
|
|
$
|
10.62
|
|
Record Date
|
|
Payable Date
|
|
Distribution Per Common Share(1)
|
June 16, 2020
|
|
July 31, 2020
|
|
$0.52
|
September 15, 2020
|
|
October 30, 2020
|
|
$0.52
|
•
|
adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any LIBOR-linked CLO investments;
|
•
|
require extensive changes to documentation that governs or references LIBOR or LIBOR-based products, including, for example, pursuant to time-consuming renegotiations of existing documentation to modify the terms of outstanding investments;
|
•
|
result in inquiries or other actions from regulators in respect of the Company’s preparation and readiness for the replacement of LIBOR with one or more alternative reference rates;
|
•
|
result in disputes, litigation or other actions with CLO investment managers, regarding the interpretation and enforceability of provisions in the Company’s LIBOR-based CLO investments, such as fallback language or other related provisions, including, in the case of fallbacks to the alternative reference rates, any economic, legal, operational or other impact resulting from the fundamental differences between LIBOR and the various alternative reference rates;
|
•
|
require the transition and/or development of appropriate systems and analytics to effectively transition risk management processes from LIBOR-based products to those based on one or more alternative reference rates, which may prove challenging given the limited history of the proposed alternative reference rates; and
|
•
|
cause the Company to incur additional costs in relation to any of the above factors.
|
Record Date
|
|
Payable Date
|
|
Distribution Per Common Share(1)
|
June 16, 2020
|
|
July 31, 2020
|
|
$0.52
|
September 15, 2020
|
|
October 30, 2020
|
|
$0.52
|
Record Date
|
|
Payable Date
|
|
Dividend Per Preferred Share
|
August 24, 2020
|
|
August 31, 2020
|
|
$0.1432292
|
September 23, 2020
|
|
September 30, 2020
|
|
$0.1432292
|
October 23, 2020
|
|
October 30, 2020
|
|
$0.1432292
|
November 23, 2020
|
|
November 30, 2020
|
|
$0.1432292
|
December 24, 2020
|
|
December 31, 2020
|
|
$0.1432292
|
January 22, 2021
|
|
January 29, 2021
|
|
$0.1432292
|
•
|
The nature, quality and extent of the advisory and other services to be provided to us by OFS Advisor, including the responses in a questionnaire regarding OFS Advisor’s investment process and OFS Advisor’s policies and guidelines currently in place to monitor and manage the risk and volatility associated with the Company’s portfolio, and the qualifications and abilities of the professional personnel of OFS Advisor and the compensation structure for such personnel, and concluded that such services are satisfactory;
|
•
|
The investment performance of OFS Advisor, and concluded that the investment performance of OFS Advisor was reasonable;
|
•
|
Comparative data with respect to advisory fees or similar expenses paid by other management investment companies with similar investment objectives, and concluded that the total advisory fees paid by the Company to OFS Advisor were reasonable;
|
•
|
Our projected operating expenses and expense ratio compared to management investment companies with similar investment objectives, and concluded that our projected operating expenses were reasonable;
|
•
|
Any existing and potential sources of indirect income to OFS Advisor from their relationship with the Company and the profitability of that relationship, and concluded that OFS Advisor’s profitability was not excessive with respect to us;
|
•
|
The services to be performed and the personnel performing such services under the Investment Advisory Agreement, and concluded that the services to be performed and the personnel performing such services were satisfactory;
|
•
|
The organizational capability and financial condition of OFS Advisor and its affiliates, and concluded that the organizational capability and financial condition of OFS Advisor were reasonable; and
|
•
|
The possibility of obtaining similar services from other third-party service providers or through an internally managed structure, and concluded that our current externally managed structure with OFS Advisor as our investment advisor was satisfactory.
|
Name (1)
|
|
Age
|
|
Position
|
|
Richard Ressler
|
|
61
|
|
Chairman of Structured Credit Investment Committee
|
|
Bilal Rashid (2)
|
|
49
|
|
President and Senior Managing Director of OFS Advisor
|
|
Jeffrey A. Cerny (2)
|
|
57
|
|
Senior Managing Director of OFS Advisor
|
|
Glen Ostrander (2)
|
|
45
|
|
Managing Director of OFS Advisor
|
|
Kenneth A. Brown (2)
|
|
46
|
|
Managing Director of OFS Advisor
|
Name, Address (1) and Age
|
|
Position(s) held with Company
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation, Other Business Experience During the Past Five Years
|
|
Number of Portfolios in Fund Complex Overseen by Director (2)
|
|
Other Directorships Held by Director
|
Independent Directors
|
|
|
|
|
|
|
|
|
||
Kathleen M. Griggs (3)
Age: 65
|
|
Director
|
|
2018 - Current
|
|
Ms. Griggs has been a managing director of Griggs Consulting, LLC, a consulting and advisory firm, since 2014. Prior to that, Ms. Griggs served as the Chief Financial Officer of j2 Global, Inc. from 2007 to 2014. Ms. Griggs also previously served as a Director, Audit Committee Chair and Governance Committee member for Chad Therapeutics, Inc. from 2001 to 2009. Ms. Griggs received a Bachelor of Science degree in Business Administration from the University of Redlands and a Master of Business Administration degree from the University of Southern California in Los Angeles. From her experience as a Chief Financial Officer for over 25 years in public and private companies and as a financial expert for Chad Therapeutics, a public company, Ms. Griggs has developed extensive knowledge of accounting and finance, which we believe qualifies her for service on our Board.
|
|
1
|
|
None
|
Robert J. Cresci
Age: 76
|
|
Director
|
|
2019 - Current
|
|
Mr. Cresci has been a managing director of Pecks Management Partners Ltd., an investment management firm, since 1990. He currently serves on the boards of j2 Global, Inc., CIM Commercial Trust Corporation, OFS Capital Corporation, a business development company managed by OFS Advisor, and Hancock Park Corporate Income, Inc., another BDC managed by OFS Advisor. Mr. Cresci holds an undergraduate degree in Engineering from the United States Military Academy at West Point and an M.B.A. in Finance from the Columbia University Graduate School of Business. Mr. Cresci has broad experience in investment strategies, accounting issues and public company matters. His experience on the board of directors of other public companies and his insight on financial and operational issues are particularly valuable to our Board.
|
|
3
|
|
4
|
Name, Address (1) and Age
|
|
Position(s) held with Company
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation, Other Business Experience During the Past Five Years
|
|
Number of Portfolios in Fund Complex Overseen by Director (2)
|
|
Other Directorships Held by Director
|
Independent Directors
|
|
|
|
|
|
|
|
|
||
Romita
Shetty (3)
Age: 54
|
|
Director
|
|
2018 - Current
|
|
Ms. Shetty currently serves as a principal of DA Companies, parent of DA Capital LLC, a global investment manager specializing in credit and special situations. Ms. Shetty has 28 years of experience in fixed income and credit. At DA Capital she has focused on special situations, structured credit and private investments. She has also served in a management capacity as President of DA Capital Asia Pte Ltd. In 2007-2008 she ran the Global Special Opportunities group at Lehman Brothers which invested proprietary capital. Prior to that she co-ran North American structured equity and credit markets and the Global Alternative Investment product businesses at RBS from 2004 to 2006. Previously she worked at JP Morgan from 1997 to 2004 where she ran their Global Structured Credit Derivatives as well as Financial Institutions Solutions and CDO businesses. She started her career at Standard & Poor’s in 1990 where she worked on a wide variety of credit ratings including municipal bonds, financial institutions and asset-backed securities and managed a large part of their ABS ratings business. Ms. Shetty holds a BA (Honors) in History from St Stephens College, India and a Master of International Affairs from Columbia University. We believe that Ms. Shetty’s extensive experience in fixed income and credit management and expertise in the Company’s intended investments qualifies her for service on our Board.
|
|
1
|
|
None
|
Name, Address and Age
|
|
Position(s) held with Company
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation, Other Business Experience During the Past Five Years
|
|
Number of Portfolios in Fund Complex Overseen by Director (2)
|
|
Other Directorships Held by Director
|
Interested Directors
|
|
|
|
|
|
|
|
|
||
Bilal Rashid
Age: 49
|
|
Director, Chairman, President and Chief Executive Officer
|
|
Director (Since 2017); Chairman (Since 2018); and President and Chief Executive Officer (Since 2017)
|
|
Mr. Rashid has served as our Chairman of the Board since 2018, and President and Chief Executive Officer since our inception in 2017. He is also Chairman of the Board and Chief Executive Officer of OFS Capital Corporation and Chairman, President and Chief Executive Officer of Hancock Park Corporate Income, Inc., a director of CIM Real Assets & Credit Fund, President and a Senior Managing Director of Orchard First Source Capital, Inc., Chief Executive Officer of OFSAM, and a member of OFSAM’s investment and executive committees. Prior to joining OFSAM in 2008, Mr. Rashid was a managing director in the global markets and investment banking division at Merrill Lynch. Mr. Rashid has more than 20 years of experience in investment banking, debt capital markets and investing as it relates to structured credit and corporate credit. Over the years, he has advised and arranged financing for investment management companies and commercial finance companies including business development companies. Before joining Merrill Lynch in 2005, he was a vice president at Natixis Capital Markets, which he joined as part of a large team move from Canadian Imperial Bank of Commerce (“CIBC”). Prior to CIBC, he worked as an investment analyst in the project finance area at the International Finance Corporation, which is part of the World Bank. Prior to that, Mr. Rashid was a financial analyst at Lehman Brothers. Mr. Rashid has a B.S. in Electrical Engineering from Carnegie Mellon University and an MBA from Columbia University. Through his years of work in investment banking, capital markets and in sourcing, leading and managing investments, Mr. Rashid has developed expertise and skills that are relevant to understanding the risks and opportunities that the Company faces and which are critical to implementing our strategic goals and evaluating our operational performance.
|
|
4
|
|
OFS Capital Corporation, a BDC managed by OFS Advisor, Hancock Park Corporate Income, Inc., another BDC managed by OFS Advisor and CIM Real Assets & Credit Fund, a registered investment company sub-advised by OFS Advisor
|
Name, Address and Age
|
|
Position(s) held with Company
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation, Other Business Experience During the Past Five Years
|
|
Number of Portfolios in Fund Complex Overseen by Director (2)
|
|
Other Directorships Held by Director
|
Interested Directors
|
|
|
|
|
|
|
|
|
||
Jeffrey A. Cerny
Age: 57
|
|
Director, Chief Financial Officer and Treasurer
|
|
Director (Since 2017); Chief Financial Officer and Treasurer (Since 2017)
|
|
Mr. Cerny has served as a member of our Board, and our Chief Financial Officer and Treasurer since 2017, as the Chief Financial Officer and Treasurer of Hancock Park Corporate Income, Inc. since 2016 and as a Director since 2015 and Chief Financial Officer and Treasurer of OFS Capital Corporation since 2014. Mr. Cerny also serves as a Senior Managing Director of Orchard First Source Capital, Inc., as a Vice President of OFSAM, and as a member of OFSAM’s investment and executive committees. Mr. Cerny oversees the finance and accounting functions of Hancock Park and OFS Capital Corporation as well as the underwriting, credit monitoring and CLO portfolio compliance for OFS Advisor’s syndicated senior loan business. Prior to joining OFSAM in 1999, Mr. Cerny held various positions at Sanwa Business Credit Corporation, American National Bank and Trust Company of Chicago and Charter Bank Group, a multi-bank holding company. Mr. Cerny holds a B.S. in Finance from Northern Illinois University, a Masters of Management in Finance and Economics from Northwestern University’s J.L. Kellogg School of Management, and a J.D. from DePaul University’s School of Law. Mr. Cerny brings to our Board extensive accounting and financial experience and expertise. He is also an experienced investor, including lending, structuring and workouts which makes him an asset to our board of directors. The breadth of his background and experience enables Mr. Cerny to provide unique insight into our strategic process and into the management of our investment portfolio.
|
|
2
|
|
OFS Capital Corporation, a BDC managed by OFS Advisor
|
Name of Director
|
Fees Earned (2)
|
All Other Compensation
|
Total Compensation from OFS Credit
|
Total Compensation from Fund Complex
|
||||||||
Independent Directors
|
|
|
|
|
||||||||
Robert J. Cresci
|
$
|
30,000
|
|
$
|
—
|
|
$
|
30,000
|
|
$
|
92,500
|
|
Kathleen M. Griggs
|
30,000
|
|
—
|
|
30,000
|
|
30,000
|
|
||||
Romita Shetty
|
30,000
|
|
—
|
|
30,000
|
|
30,000
|
|
||||
Interested Directors
|
|
|
|
|
|
|||||||
Bilal Rashid (1)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Jeffrey A. Cerny (1)
|
—
|
|
—
|
|
—
|
|
—
|
|
Name of Director
|
|
Dollar Range of Equity
Securities in the Company
as of April 30, 2020 (1)
|
Independent Directors
|
|
|
Robert J. Cresci
|
|
None
|
Kathleen M. Griggs
|
|
None
|
Romita Shetty
|
|
None
|
Interested Directors
|
|
|
Bilal Rashid
|
|
Over $100,000 (2)
|
Jeffrey A. Cerny
|
|
Over $100,000 (2)
|
Name
|
|
Age
|
|
Position
|
Jeffery S. Owen
|
|
55
|
|
Chief Accounting Officer
|
Mukya S. Porter
|
|
45
|
|
Chief Compliance Officer
|
Tod K. Reichert
|
|
58
|
|
Corporate Secretary
|
•
|
investment guidelines and/or restrictions, if any, set forth in the applicable organizational, offering or similar documents for the investment vehicles;
|
•
|
the status of tax restrictions and tests and other regulatory restrictions and tests;
|
•
|
risk and return portfolio of the investment vehicles;
|
•
|
suitability/priority of a particular investment for the investment vehicles;
|
•
|
if applicable, the targeted position size of the investment for the investment vehicles;
|
•
|
level of available cash for investment with respect to the investment vehicles;
|
•
|
total amount of funds committed to the investment vehicles; and
|
•
|
the age of the investment vehicles and the remaining term of their respective investment periods, if any.
|
|
|
By:
|
|
/s/ Bilal Rashid
|
|
|
|
|
Bilal Rashid
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date: June 16, 2020
|
|
|
By:
|
|
/s/ Bilal Rashid
|
|
|
|
|
Bilal Rashid
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date: June 16, 2020
|
|
|
By:
|
|
/s/ Jeffrey A. Cerny
|
|
|
|
|
Jeffrey A. Cerny
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date: June 16, 2020
|
I.
|
GENERAL (CODE OF ETHICS) 1
|
A.
|
INTRODUCTION 3
|
B.
|
STATEMENT OF STANDARDS OF BUSINESS CONDUCT 3
|
C.
|
PERIODIC COMPLIANCE AND TRAINING 7
|
D.
|
ACKNOWLEDGMENT 7
|
E.
|
REPORTING AND SANCTIONS 7
|
F.
|
ADDITIONAL RESTRICTIONS AND WAIVERS BY OFS ADVISER AND THE OFS FUNDS 8
|
G.
|
REVIEW BY THE BOARD OF DIRECTORS OF EACH OFS FUND 8
|
H.
|
CCO REPORTING 9
|
I.
|
CCO AND COMPLIANCE OVERSIGHT 9
|
J.
|
CONFIDENTIALITY 10
|
K.
|
CONFLICT WITH EMPLOYEE HANDBOOK 10
|
II.
|
PERSONAL INVESTMENT POLICY 11
|
A.
|
INTRODUCTION AND DEFINITIONS 11
|
B.
|
RECORDKEEPING AND REPORTING REQUIREMENTS 13
|
1.
|
Reports 13
|
2.
|
Determining Whether an Account is an Affiliated Account 14
|
3.
|
Managed Accounts 15
|
4.
|
Non-Transferable Accounts 15
|
5.
|
Transactions Subject to Review 16
|
C.
|
STATEMENT OF RESTRICTIONS 16
|
1.
|
Restricted List 16
|
2.
|
Private Placements and Initial Public Offerings 18
|
3.
|
Trades by OFS Fund Directors 18
|
4.
|
Trades of OFS Fund Securities or CMCT 18
|
5.
|
Trades by Access Persons Serving on Company Boards 18
|
6.
|
No Personal Trades Through OFS Adviser’s Traders 19
|
7.
|
Use of Brokerage for Personal or Family Benefit 19
|
8.
|
No “Front Running” 19
|
D.
|
REQUIREMENTS OF DISINTERESTED DIRECTORS 19
|
III.
|
INSIDE INFORMATION POLICY 20
|
A.
|
INTRODUCTION 20
|
B.
|
KEY TERMS 20
|
1.
|
What is a “Security”? 21
|
2.
|
Who is an Insider? 21
|
3.
|
What is Material Information? 22
|
4.
|
What is Nonpublic Information? 23
|
5.
|
Contacts with Companies 23
|
6.
|
Tender Offers 23
|
7.
|
Penalties for Insider Trading 23
|
C.
|
INSIDER TRADING PROCEDURES 24
|
1.
|
Identifying Inside Information 24
|
2.
|
Restricting Access to Material and Nonpublic Information 24
|
3.
|
Review and Dissemination of Certain Investment Related Information 25
|
4.
|
Determination of Materiality 25
|
5.
|
Policies and Procedures Relating to Paid Research Consultants and Expert Network Firms Regarding Securities 25
|
IV.
|
GIFTS, ENTERTAINMENT AND POLITICAL ACTIVITIES 28
|
A.
|
INTRODUCTION 28
|
B.
|
GIFTS AND ENTERTAINMENT POLICY 28
|
1.
|
Business Meals 29
|
2.
|
Providing Gifts 29
|
3.
|
Receiving Gifts 30
|
4.
|
Entertainment 30
|
5.
|
Travel and Lodging 30
|
6.
|
Providing Meals, Gifts and Entertainment to Public Officials and Union Employees 30
|
7.
|
Receipt of Meals, Gifts or Entertainment by Traders from Brokers/Agent Bank Employees 31
|
8.
|
Charitable Contributions 31
|
C.
|
POLITICAL ACTIVITY POLICY 32
|
1.
|
Introduction 33
|
2.
|
Indirect Violations 33
|
3.
|
Periodic Disclosure 33
|
V.
|
OUTSIDE AFFILIATIONS POLICY 34
|
A.
|
OUTSIDE BUSINESS ACTIVITIES 34
|
B.
|
DIRECTOR AND OFFICER POSITIONS 34
|
C.
|
EMPLOYEE RELATIONSHIPS 35
|
I.
|
GENERAL (CODE OF ETHICS)
|
A.
|
INTRODUCTION
|
•
|
the Personal Investment Policy,
|
•
|
the Inside Information Policy,
|
•
|
the Gifts and Entertainment Policy,
|
•
|
Political Activity Policy,
|
•
|
Outside Affiliations Policy,
|
•
|
Anti-Corruption Policy,
|
•
|
CIM Computer Acceptable Use Policy; and
|
•
|
Personal Use of the Firm’s Resources and Relationships Policy
|
All activities involving the OFS Funds are subject to the Company Act and the policies and procedures adopted by each OFS Fund in connection therewith as set forth in the Rule 38a-1 Compliance Manual (“38a-1 Manual”) for each OFS Fund. The obligations set forth in the Code and the 38a-1 Manual are in addition to and not in lieu of the policies and procedures set forth in the Firm’s Employee Handbook and any other Compliance Policies adopted by OFS Adviser in respect of the conduct of its business.
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B.
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STATEMENT OF STANDARDS OF BUSINESS CONDUCT
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engaging a service provider on behalf of Advisory Clients or the Firm in which you or your Related Person has a financial interest;
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accepting extravagant gifts or entertainment from a potential service provider to the Firm;
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making charitable donations at the request of a prospective Advisory Client when the Advisory Client will directly benefit from such donation;
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contributing to the election campaign of a government official or candidate who has, or will have if elected, the authority to appoint pension plan board members who are responsible for selecting investment advisers for such pension plan;
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purchasing an interest in a company or property that you know the Firm is targeting for investment; and
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assuming an outside position with a company that competes directly with the Firm.
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1.
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Supervised Persons and OFS Directors may not employ any device, scheme or artifice to defraud an OFS Fund or any Advisory Client, make any untrue statement of a material fact to an OFS Fund or any Advisory Client, or omit to state a material fact necessary in order to make the statements not misleading, engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon an OFS Fund or any other Advisory Client,
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2.
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Except with the prior approval of a Compliance Officer, in consultation with a Supervised Person’s supervisor and/or Senior Management, a Supervised Person may not act as a director, officer, general partner, managing member, principal, proprietor, consultant, agent, representative, trustee or employee of any unaffiliated public or private entity or business other than an OFS Fund, OFS Adviser, or an Affiliate of OFS Adviser. (See Section IV)
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3.
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All Supervised Persons must disclose to OFS Adviser and their respective OFS Fund any interests they may have in any entity that is not affiliated with OFS Adviser or any OFS Fund and that has a known business relationship with OFS Adviser, an Affiliate of OFS Adviser or any OFS Fund.
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4.
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Except with the prior approval of a Compliance Officer, and as specifically permitted by law, Supervised Persons may not have a material direct or indirect interest (e.g., as principal, co-principal, agent, member, partner, or material shareholder or beneficiary) in any transaction that conflicts with the interests of OFS Adviser or its Advisory Clients.
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5.
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Except with the prior approval of a Compliance Officer, Access Persons may not invest in any Initial Public Offering (“IPO”) or Private Placement4 (including hedge funds and other private investment vehicles). (See Section II.C.2) This requirement also applies to Private Placements that are Advisory Clients of OFS Adviser, such as OFS Credit Income Fund, L.P.
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6.
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No Supervised Person, except in the course of the rightful exercise of his or her job responsibilities, shall reveal to any other person, information regarding any Advisory Client or any investment or Security transaction being considered, recommended or executed on behalf of any Advisory Client. (See Section III.)
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7.
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No OFS Fund Director, except in the course of the rightful exercise of his or her board responsibilities, shall reveal to any other person information regarding any OFS Fund or any “Portfolio Company”, defined as any legal entity in which an OFS Fund or another Advisory Client holds an investment regardless of whether or not the investment is a Security, or any investment or Security transaction being considered, recommended, or executed on behalf of any other Advisory Client. (See Section III.)
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8.
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No Supervised Person shall make any recommendation concerning the purchase or sale of any Security by an Advisory Client without disclosing, to the extent known, the interest of the Firm or any Supervised Person, if any, in such Security or the issuer thereof, including, without limitation (a) any direct or indirect beneficial ownership of any Security of such issuer; (b) any contemplated transaction by such person in such Security; and (c) any present or proposed relationship with respect to such Security, issuer or its affiliates.
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9.
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Subject to certain exceptions permitted by applicable law, each OFS Fund shall not, directly or indirectly extend, maintain or arrange for the extension of credit or the renewal of an extension of credit, in the form of a personal loan to any officer or director of the Fund. Any Supervised Person or person who serves as a director on the board of directors of any OFS Fund (“OFS Fund Director”) who becomes aware that their respective OFS Fund may be extending or arranging for the extension of credit to a director or officer, or person serving an equivalent function, should notify and consult with a Compliance Officer to ensure that the proposed extension of credit complies with this Code and the applicable law.
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10.
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No Supervised Person shall engage in insider trading (as described in the “Inside Information Policy” in Section III.) whether for his or her own benefit or for the benefit of others.
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11.
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No Supervised Person may communicate material, nonpublic information concerning any Security, or its issuer, or Portfolio Company to anyone unless it is properly within his or her duties to do so. No OFS Fund Director may communicate material, nonpublic information concerning any Security of an issuer in which the OFS Fund Director knows, or, in the course of his or her duties as a director, should have known, OFS Fund has a current investment, or with respect to which an investment or Security is Being Considered for Purchase or Sale by any OFS Fund (“OFS Fund Portfolio Security”) or Portfolio Company of their respective OFS Fund to anyone unless it is properly within his or her duties to do so. A Security is “Being Considered for Purchase or Sale” when a recommendation to purchase or sell the Security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. In all cases, a Security which has been recommended for purchase or sale pursuant to an Investment Committee memorandum, presentation, due diligence package or other formal Investment Committee recommendation shall be deemed to be a Security Being Considered for Purchase or Sale.
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12.
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Each Supervised Person shall complete a compliance questionnaire (the “Regulatory Compliance Disclosure”) prior to employment and annually thereafter, within the prescribed deadline, as provided by the Compliance Department, (“Compliance Due Date”) through the Firm’s automated compliance system. Each Supervised Person shall supplement the Regulatory Compliance Disclosure, as necessary, to reflect any material changes between annual disclosures filings, and must immediately notify Compliance if any of the conditions addressed in the Regulatory Compliance Disclosure become applicable to such Supervised Person.
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13.
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Every Supervised Person must avoid any activity that might give rise to a question as to whether the Firm’s objectivity as a fiduciary has been compromised. (See Section V)
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14.
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Access Persons are required to disclose to a Compliance Officer the existence of any account that has the ability to hold any Reportable Securities (e.g., brokerage or trading accounts and IRAs), as well the account’s holdings (immediately upon commencement of employment (which shall include the accounts and holdings of the Access Person’s Related Persons), and in no case later than ten (10) calendar days beyond the Access Person’s start date. Such Accounts must be disclosed even if they contain a zero balance or non-Reportable Securities. Access Persons are required to disclose accounts that are Managed Accounts; however, disclosing the holdings of such Managed Accounts is not required. With limited exceptions provided herein, Access Persons are also required to maintain Non-Managed Accounts capable
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15.
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The intentional creation, transmission or use of false rumors is inconsistent with the Firm’s commitment to high ethical standards and may violate the antifraud provisions of the Advisers Act, among other securities laws of the United States. Accordingly, no Supervised Person may maliciously create, disseminate or use false rumors. This prohibition covers oral and written communications, including the use of electronic communication media such as e-mail, PIN messages, instant messages, tweets, text messages, blogs and chat rooms. Because of the difficulty identifying “false” rumors, the Firm discourages Supervised Persons from creating, passing or using any rumor.
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C.
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PERIODIC COMPLIANCE REPORTING AND TRAINING
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D.
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ACKNOWLEDGMENT
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E.
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REPORTING AND SANCTIONS
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F.
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ADDITIONAL RESTRICTIONS AND WAIVERS BY OFS ADVISER AND THE OFS FUNDS
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G.
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REVIEW BY THE BOARD OF DIRECTORS OF EACH OFS FUND
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H.
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CCO REPORTING
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I.
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CCO AND COMPLIANCE OVERSIGHT
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J.
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CONFIDENTIALITY
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K.
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CONFLICT WITH EMPLOYEE HANDBOOK
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II.
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PERSONAL INVESTMENT POLICY
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A.
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INTRODUCTION AND DEFINITIONS
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B.
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RECORDKEEPING AND REPORTING REQUIREMENTS
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By the Compliance Due Date and no later than forty-five (45) calendar days following the end of each calendar year (i.e., February 14), every Access Person is required to certify, via the Firm’s automated compliance system, such Access Person’s Affiliated Accounts and Reportable Securities holdings in all Non-Managed Accounts as of year-end. Any holdings in Reportable Securities in a Non-Managed Account not included within the Firm’s automated compliance system should be reported separately by the Access Person.
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C.
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STATEMENT OF RESTRICTIONS
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(a)
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Securities
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the Firm, any investment adviser Affiliate, or an Advisory Client purchases a Security of a particular issuer or such Security is Being Considered for Purchase or Sale;
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the Firm or any investment adviser Affiliate executes a confidentiality agreement with or relating to an issuer;
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the Firm, any investment adviser Affiliate, or an Advisory Client has declared itself “Private” with respect to an issuer in an electronic workspace;
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the Firm becomes bound by a fiduciary obligation or other duty (for example, because an Access Person has become a board member of an issuer);
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an Access Person becomes a member of an issuer’s board on behalf of the Firm or a Portfolio Company;
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an Access Person becomes aware of (or is likely to become aware of) MNPI about a Security or issuer; or
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the Firm, as determined by a Compliance Officer, has determined to include an issuer to avoid the appearance of impropriety and protect the Firm’s reputation for integrity and ethical conduct.
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(b)
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Procedures
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Additions: Access Persons who become aware of any of the circumstances set forth in subsection 1.a) above, or who for any other reason believe an issuer or Security should be added to the Restricted List, should immediately notify a Compliance Officer in order to ensure that the Restricted List is updated.
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Deletions: When the circumstances set forth in subsection 1.a) above no longer exist, or the Firm is no longer bound by the obligations giving rise to the inclusion of an issuer or Security on the Restricted List, Access Persons should notify a Compliance Officer so that the proposed removal can be assessed and the name of the issuer or Security can be promptly removed, as necessary, from the Restricted List.
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Changes: From time to time, the Compliance Department will update the Restricted List as contemplated by this Personal Investment Policy and the Confidentiality Policy. Access Persons are responsible for checking the Restricted List in all cases before engaging in any Personal Securities Trade.
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D.
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REQUIREMENTS OF DISINTERESTED DIRECTORS
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III.
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INSIDE INFORMATION POLICY
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A.
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INTRODUCTION
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B.
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KEY TERMS
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dividend or earnings announcements
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write-downs or write-offs of assets
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additions to reserves for bad debts or contingent liabilities
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expansion or curtailment of company or major division operations
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merger, joint venture announcements
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new product/service/marketing announcements
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new supplier/manufacturing/production announcements
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material charge/impairment announcements
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senior management changes
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changes in control
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material restatement of previously issued financial statements
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discovery or research developments
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criminal indictments and civil and government investigations, litigations and/or settlements
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pending labor disputes
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debt service or liquidity problems
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bankruptcy or insolvency problems
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tender offers, stock repurchase plans, etc.
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recapitalizations
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civil injunctions;
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disgorgement of profits;
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punitive damages (i.e., fines for the person who committed the violation of up to three (3) times the profit gained or loss avoided, irrespective of whether the person actually benefited personally);
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felony convictions which include possible jail sentences; and
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fines and sanctions against the employer or other controlling person.
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C.
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INSIDER TRADING PROCEDURES
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Is the information material? Is this information that an investor would consider important in making his or her investment decisions (e.g., whether the investor should buy, sell or hold a Security)? Is this information that would substantially affect the market price of the Securities if generally disclosed?
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Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal, Bloomberg or other publications of general circulation? Remember that information that has been communicated to a relatively large group of sophisticated investors does not by itself mean that the information is public (e.g., large group of potential bank debt investors during an invitation only meeting).
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distribute materials containing MNPI only on a need-to-know” basis;
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take care so that telephone conversations cannot be overheard when discussing matters involving MNPI (e.g., speaker telephones should generally be used in a way so that outsiders who might be in OFS Advisers’ offices are not inadvertently exposed to this information);
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limit access to offices and conference rooms when these rooms contain MNPI; and
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not leave materials containing MNPI displayed on the computer viewing screen when they leave their computers unattended.
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The Supervised Person must obtain the prior written approval of a Compliance Officer before engaging a paid consultant if; (1) substantive information related to a Security or its issuer will be discussed as part of the engagement; and/or (2) the consultant is either employed with an issuer of Securities at the time of the engagement or was employed with such an issuer within six months of the engagement. The Compliance Department will maintain a log of all such engagements.
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Prior to the commencement of a phone call or meeting with a paid consultant where (i) it is anticipated that substantive information related to a Security or its issuer will be discussed, and/or (ii) the consultant is either employed with an issuer of Securities at the time of the call or was employed with such an issuer within six months of the call, the Supervised Person must inform such consultant that:
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(i)
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the Firm may invest in the public and non-public Securities and private debt markets,
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(ii)
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the Firm does not wish to receive MNPI,
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(iii)
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the purpose of speaking with such consultant is to obtain his/her independent insight as it relates to a particular industry, sector or company, and
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(iv)
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such consultant should not share any MNPI or confidential information that he/she may have a duty to keep confidential or that he/she otherwise should not disclose.
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The Supervised Person should also confirm with such consultant that he/she will not be violating any agreement, duty or obligation such consultant may have with any employer or other institution.
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Supervised Persons must keep and maintain logs of all call or conversations with such consultants, which should include the date/time of the conversation, the name of the consultant and a summary of the information discussed on the call.
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In the event that a Supervised Person learns or has reason to suspect that he or she has been provided with confidential or MNPI relating to a Security from a consultant, the Supervised Person must immediately contact a Compliance Officer prior to either communicating such
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IV.
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GIFTS, ENTERTAINMENT AND POLITICAL ACTIVITIES
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A.
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INTRODUCTION
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B.
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GIFTS AND ENTERTAINMENT POLICY
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5.
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Travel and Lodging
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6.
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Providing Meals, Gifts and Entertainment to Public Officials and Union Employees
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7.
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Receipt of Meals, Gifts or Entertainment by Traders from Brokers/Agent Bank Employees
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C.
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POLITICAL ACTIVITY POLICY
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V.
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OUTSIDE AFFILIATIONS POLICY
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A.
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OUTSIDE BUSINESS ACTIVITIES
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B.
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DIRECTOR AND OFFICER POSITIONS
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C.
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EMPLOYEE RELATIONSHIPS
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(a)
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Requirements for Interaction with Public Officials
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(b)
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Requirements for Interaction with Private Sector Counterparty Representatives
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(c)
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Requirements for Retention of Certain Third Parties
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(d)
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Pre-Approval Reporting, Due Diligence and Contractual Requirements
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gifts, meals, entertainment, travel or lodging provided to a Public Official or a person actually known to be an immediate family member or guest of a Public Official;
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charitable donations made on behalf of OFS Adviser at the request of a Private Sector Counterparty Representative;
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charitable donations made in an individual capacity or on behalf of OFS Adviser at the request of or for the benefit of a Public Official; and
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any political contributions.
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Username: OFS Management
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Password: OFS Management
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1.
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The registrant’s periodic report on Form N-CSR for the period ended April 30, 2020 (the “Form N-CSR”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the registrant.
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By:
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/s/ Bilal Rashid
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By:
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/s/ Jeffrey A. Cerny
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Bilal Rashid
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Jeffrey A. Cerny
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President and Chief Executive Officer
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Chief Financial Officer
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1.
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I have reviewed this report on Form N-CSR of OFS Credit Company, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Bilal Rashid
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Bilal Rashid
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President and Chief Executive Officer
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1.
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I have reviewed this report on Form N-CSR of OFS Credit Company, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Jeffrey A. Cerny
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Jeffrey A. Cerny
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Chief Financial Officer
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