This page contains certain additional regulatory and other disclosures applicable to Oaktree Capital Group, LLC and its subsidiaries and affiliates.
Business Continuity Plan
OCM Investments, LLC maintains a business continuity plan allowing it to meet its responsibilities to its clients in the event of a business disruption. The plan is available here.
The following are disclosures in respect of Oaktree Capital Group, LLC’s European affiliates.
Oaktree has three regulated affiliates in the United Kingdom:
Oaktree Capital Management (UK) LLP (“Oaktree UK”)
Oaktree Capital Management (Europe) LLP (“Oaktree Europe”)
Oaktree Capital Management (International) Limited (“OCMI”)
All are authorized and regulated by the UK Financial Conduct Authority (“FCA”).
Oaktree also has a regulated affiliate in Luxembourg, LFE European Asset Management S.à r.l. (“LFE”), which is authorized by the Commission de Surveillance du Secteur Financier.
UK Modern Slavery Act Statement
Pursuant to the UK Modern Slavery Act 2015, Oaktree UK is required to prepare a slavery and human trafficking statement for each financial year. The following statements are available:
Statement for the financial year ending 31 December 2018, here;
Statement for the financial year ending 31 December 2019, here;
Statement for the financial year ending 31 December 2020, here; and
Statement for the financial year ending 31 December 2021, here.
EU Markets in Financial Instruments Directive II – Best Execution
Under COBS 11.2A.39 of the FCA Handbook, each of Oaktree UK, Oaktree Europe and OCMI, as a UK MiFID investment firm authorized and regulated by the FCA, is required, on an annual basis, to make public certain best execution disclosures. The disclosure is available here.
UK Tax Strategy Statement
Oaktree has worldwide operations, including in the United Kingdom, where operations are primarily undertaken through Oaktree UK, Oaktree Europe and OCMI. Oaktree has prepared and published a statement setting out the tax strategy of Oaktree’s UK group entities in accordance with the obligations under the relevant paragraphs of Schedule 19 of the UK Finance Act 2016. The statement is available here.
UK Stewardship Code
The Financial Reporting Council (“FRC”) first published the UK Stewardship Code in July 2010, and subsequently revised it in September 2012 and, most recently, in October 2019 (the “Code”). The Code is intended to establish a clear benchmark for stewardship as the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society. The Code comprises a set of 12 ‘apply and explain’ Principles for asset managers and asset owners and 6 Principles for service providers. It is a voluntary code. Unlike prior versions of the Code, the 2020 version requires signatories to the Code to explain how they have exercised stewardship across all asset classes, beyond only listed equities.
Under COBS 2.2.3R of the FCA Handbook, each of Oaktree UK, Oaktree Europe and OCMI, as a firm authorized and regulated by the FCA, is required to disclose clearly on its website:
the nature of its commitment to the Code; or
where it does not commit to the Code, its alternative investment strategy.
While Oaktree has always supported the objectives and principles of the Code, none of Oaktree UK, Oaktree Europe or OCMI was a signatory to the 2012 version because the number and size of the investments these entities make in listed equities are limited relative to Oaktree’s overall investment activities. As such, the 2012 version had limited application to our investment activities.
Oaktree believes that our business principles and philosophy within our investment strategy globally, as disclosed on this website and maintained within Oaktree’s internal policies and procedures, seek in many ways to address the same objectives of the Code, and Oaktree continually monitors voluntary codes and standards published in different jurisdictions in order to determine whether they will enhance internal standards or benefit Oaktree’s clients. We continue to evaluate the 2020 version of the Code and may in the future elect to become a signatory.
EU Shareholder Rights Directive II
The EU Shareholder Rights Directive II (Directive 2017/828/EU) (“SRD II”), amending Directive 2007/36/EC, is intended to strengthen shareholder engagement and increase transparency.
Among other requirements, SRD II requires asset managers to develop and publicly disclose an engagement policy that describes how they integrate shareholder engagement in their investment strategies and to publicly disclose, on an annual basis, how their engagement policies have been implemented, or otherwise to publicly disclose a clear and reasoned explanation why they have chosen not to comply. This requirement has been transposed into Luxembourg law and “onshored” in the United Kingdom (COBS 2.2B.5R of the FCA Handbook).
Each of Oaktree UK, Oaktree Europe, OCMI and LFE is subject to this requirement.
This requirement applies only in respect of investments in:
For LFE, equities traded on an EU regulated market; and
For each of Oaktree UK, Oaktree Europe and OCMI, equities traded on a UK regulated market or a comparable market outside the UK.
While these entities may invest clients’ funds in such equities, those investments are typically incidental to credit financing activities, such as debt-to-equity swaps. In some cases, they may invest in such equities in furtherance of a control or other strategy, although the number and size of such investments are limited relative to Oaktree’s overall investment activities. As such, none of these entities has developed an engagement policy in accordance with SRD II. However, we will continue to review this position depending on the investments that these entities make.
EU Sustainable Finance Disclosure Regulation
The EU Sustainable Finance Disclosure Regulation (Regulation (EU) 2019/2088) sets out sustainability disclosure obligations for financial market participants, financial advisers and financial products (“SFDR”). Under Articles 3 to 5 of the SFDR, LFE, as an alternative investment fund manager, is required to make the following disclosures on its websites:
Integration of sustainability risks
Sustainability risk means an environmental, social or governance event or condition that, if it occurs, could cause an actual or a potential material negative impact on the value of the investment ("Sustainability Risk").
Before any investment decisions are made on behalf of funds or portfolios that Oaktree manages and before Oaktree provides any investment advice, Oaktree will identify the material risks associated with the proposed investment. These risks form part of the overall investment analysis. Oaktree assesses the identified risks alongside other relevant material factors. Following that assessment, Oaktree makes investment decisions and/or makes investment recommendations, in each case having regard to the relevant investment policy and investment objectives, and taking into account Sustainability Risks and Oaktree's wider policies and procedures on responsible investing, including our policy on Socially Responsible Investing.
Transparency of adverse sustainability impacts
Oaktree believes that long-term value will be enhanced by considering environmental, social and governance ("ESG") risk when investing, promoting ESG awareness, and improving the ESG practices of their investments. As such, Oaktree takes account of Sustainability Risks in our investment decisions and investment advice.
Oaktree is also a signatory/supporter to a number of ESG related reporting frameworks and initiatives including the UN Principles for Responsible Investment, the Task Force on Climate-Related Financial Disclosures, the Partnership for Carbon Accounting Financials and the ESG Data Convergence Initiative.
However, Oaktree does not consider the adverse impacts of our investment decisions on sustainability factors or the adverse impacts of investment decisions on sustainability factors in our investment advice within the meaning of and in the manner prescribed by the SFDR (the "PAI Regime").
Under the SFDR, the PAI Regime operates in a specific manner and would require LFE, as a multi-strategy manager with investments across many different asset classes, liquidity profiles and durations to aggregate data across a diverse range of funds and possibly other financial products. There is no certainty that LFE could gather, or measure, all such data that it would be obliged to gather under the PAI Regime. This is in part because underlying investments are not widely obliged to, and overwhelmingly do not currently, report by reference to the same data. This data gap is not expected to change in the foreseeable future. Even if LFE were able to gather such data, there is no certainty (a) that it could do so systematically, consistently and at a reasonable cost to investors across all of its strategies or (b) that such data would provide meaningful insight given that LFE's funds and investment products have different investor constituencies. This position will, however, be kept under review in the light of emerging market practice and data availability.
LFE maintains a remuneration policy under which the criteria to determine the remuneration level of identified staff take into account relevant Sustainability Risk. Sustainability Risk is treated in the same way as other risks which could cause a material negative impact on the value of a fund or portfolio.