The Firm
Octagon is an investment adviser that focuses primarily on the management of performing,
below investment grade corporate debt, including leveraged loans and high-yield bonds,
and collateralized loan obligation (“CLO”) debt and CLO equity securities. Octagon also
invests in stressed and distressed corporate debt on behalf of certain clients, consistent with
clients’ investment objectives and restrictions. Octagon was founded in 1994 as a business
unit of Chemical Bank a (predecessor of JPMorgan Chase & Co.) to create an asset
management capability for below investment grade debt investments. Octagon was
incorporated in December 1998, and separated from The Chase Manhattan Corporation in
1999. On February 1, 2016, Octagon was acquired by Conning & Company, a Hartford,
CT based investment management firm (together with its affiliates as identified in Item 10,
“Conning”). Octagon employees continue to own approximately 13% of Octagon.
Firm Overview
Octagon generally manages: (1) CLOs; (2) other pooled investment vehicles, including
those sponsored by Octagon and by non-affiliated third parties, and which are exempt from
registration under, or otherwise outside of scope of the 1940 Act (the “Private Funds”); (3)
one or more pooled investment vehicles registered under the Investment Company Act of
1940, as amended (each a “Registered Fund” and, collectively with the CLOs and Private
Funds, the “Funds”); and (4) separately managed accounts, structured in various entity
types and forms, including but not limited to trusts, partnerships, or limited liability
companies (the “Accounts” and, together with the Funds, “Clients”). Subject to its
investment guidelines and applicable laws, rules or regulations, a Fund or Account can
invest in another Fund, including interests issued by a CLO that is managed by Octagon.
In certain instances, Octagon sub-advises Funds or Accounts pursuant to an agreement with
another adviser.
As of December 31, 2023, Octagon managed client assets of approximately
$35,396,764,678. This figure includes $35,361,051,808 managed on a discretionary basis,
and $35,712,870 managed on a non-discretionary basis, and is inclusive of accounts under
management prior to February 16, 2024.
Octagon’s investment advisory services focus on corporate debt investments, including,
but not limited to, senior secured or unsecured term loans, letters of credit, corporate debt
securities (including investment and non-investment grade/high-yield debt securities, and
mezzanine debt securities), structured finance securities, including the equity and debt
securities of CLOs that are managed by Octagon and other non-affiliated advisers and CLO
warehouse vehicles of CLOs managed by Octagon. Octagon invests in both performing
credits and distressed debt. Octagon can also utilize total return swaps, credit default
swaps, interest rate swaps, foreign currency swaps, options, exchange-traded funds, short
credit, and long and short equity investments, money market funds and cash equivalents
such as U.S. government securities and commercial paper, and other instruments
as
determined by Octagon from time to time and permitted by each Client.
Private Funds usually, but will not necessarily, employ a “master-feeder” structure for
regulatory, tax or investment purposes. Generally, a master-feeder structure vests trading
operations in one or more “master” funds while investors typically access the master
fund(s) only through one or more “feeder” funds. These feeder funds, in turn, invest
(directly or indirectly) in the master fund(s).
Except as otherwise described herein, investments for each Account are managed in
accordance with the investment objectives, strategies, restrictions and guidelines
communicated to Octagon by the Client or its representatives and as memorialized in an
investment advisory contract or other materials relevant to that Account (“Account
Documents”). Investments for each Fund are managed in accordance with the Fund’s
particular investment objectives, strategies, restrictions and guidelines, as well as any other
applicable legal restrictions, and are generally not tailored to the individualized needs of
any particular investor in a Fund, though Octagon has entered into side letter agreements
with certain Fund investors that restrict certain types of investments for the entire Fund.
Octagon will only enter into such side letter agreements when it believes doing so will not
materially affect a Fund. At inception of a CLO, specific asset criteria (e.g., credit quality,
diversification) are established for certain CLOs, sometimes in consultation with
prospective CLO investors. Information about each Fund and the particular investment
objectives, strategies, restrictions, guidelines and risks associated with an investment, is
described in the governing documents (e.g., offering or private placement memorandum,
prospectus, limited liability company agreement, indenture, investment advisory contract)
of the Fund (“Governing Documents”), which (except with respect to Registered Funds
whose prospectuses are publicly available through the SEC’s EDGAR system) are made
available to investors only through Octagon, another authorized party or representative of
an Account or third-party sponsored Private Fund. Since Octagon does not provide
individualized advice to Fund investors (and an investment in a Fund does not, in and of
itself, create an advisory relationship between the investor and Octagon), investors must
consider whether a particular Fund meets their investment objectives and risk tolerance
prior to investing.
Risk Retention Compliance
Although not currently applicable to Octagon, certain jurisdictions have imposed
requirements on sponsors of a securitization transaction, such as a CLO, to retain a
specified economic interest in the credit risk of the securitized assets (“Risk Retention
Rules” and such interests the “Retention Interests”). Should it be necessary for Octagon to
comply with such requirements at any time, Octagon or an affiliate of Octagon will acquire
and hold Retention Interests, and/or Retention Interests may be financed through a third-
party lender to Octagon or an affiliate.