Editorial Note

Despite the US CLO market kicking off at a more sedate pace in  January 2014 as the market digested the impact of the final  Volcker rules ("Volcker") and developed structural solutions to  address them, issuance levels quickly developed momentum,  and May and June proved to be two of the best post-crisis  months in terms of issuance volume. As we move further into  Q3, rather than the prospect of a summer lull, activity remains  high, not only with new CLO issuer ("Issuer") incorporations and  new managers entering the space, but also with a full pipe of  deals slated to price and close in the next couple of months.  According to S&P Capital IQ LCD on 31 July, July's US issuance  totalled $12.2bn. YTD stands at over $84bn and global volume  YTD at over $95bn. This increased activity is evident across all  practice areas in the firm. On the US side in particular, our  investment, credit and debt fund practices are all exceptionally  busy along with the structured and asset finance practices. We  have not seen this level of activity for US CLOs during the  summer months in a long time. It is an excellent indicator of  market appetite and confidence in the product. The European  market has also picked up this year and our Irish office is busy  with CLO issuance and listings. We are seeing a number of deals being amended to address  Volcker, which typically needs consent across the capital stack  and that can entail a "give" at the equity level in order to  accommodate investor IRR requirements. We have noted some  increases in the second lien loan bucket and/or cov lite bucket,  whether on new deals or amendments, and certain AAA  investors have insisted on Volcker changes to existing deals  before buying paper in new deals managed by the same  manager. On refinancings, participants are making deals Volcker  compliant by adding springing bucket terms. Volckerising a deal  as part of a refinancing makes obtaining the requisite consents  easier. Assuming full tranches of notes are being refinanced in  accordance with the deal documents, you only need consent  from holders of the tranches not being refinanced. The holders  of the refinancing notes, by their subscription, agree to the  Volcker compliant terms. At ABS Vegas in January, panellists were asked to identify some  of the key topics for 2014. Volcker was obviously high on the list,  but other areas that were highlighted included selective asset  aggregation during warehousing, greater emphasis on ramping  deals more highly before close to give greater visibility on  underlying assets, especially on deals with larger second lien  and cov light asset buckets, sourcing of financing participants  and first loss providers who can take warehouse risk for longer  periods, and an expectation that there would be more 122a  compliant deals in the US market to attract European investors.  Predictions at the beginning of the year for issuance volume for  the US CLO market ranged from $65-70bn, which is well wide of  the mark given that the market has already exceeded $84bn at  the time of writing. Prognosticators have now significantly upped  their predictions with a number of participants predicting in  excess of $100bn, and some well above that.  Looking at the volume of new incorporations and the number of  deals we currently have warehoused, we believe that those  numbers are well within scope and, based upon what is already  in the pipeline, we can expect a busy second half of the year,  especially when increased refinancing activity and amendments  are taken into account. The new manager trend that we  highlighted at the beginning of the year has continued unabated,  notwithstanding the typical requirement for new manager deals  to have a back-up manager, which increases deals costs, and  despite wider pricing on these deals which reflects market  perceptions of new manager experience levels and risk. Another  reason for the continued high issuance levels stems from the  looming risk retention regulations in the US, which are  incentivising managers to press ahead and increase their AUM. The CLOser  |  September 2014 11  Data in this publication is derived from a variety of sources including, MaplesFS Limited,  Structured Credit Investor, Leveraged Loan, CreditFlux, Moody's and S&P The CLOser  |  September 2014 This edition of The CLOser 1   includes: •  2014 Q1 and Q2 US CLO Market Review •  European CLO Market Review by Maples and Calder's Irish Office •  Irish Listings Update •  Maples Fiduciary Corner:  •  Snapshot look at US CLO calls, refis and unwind activity in 2014  •  W8-BEN-E Forms: Some Practical Considerations  •  Delaware Co-Issuers •  FATCA - latest Cayman Islands update, key dates and reporting •  Snapshot - Warehouse Subordinated Notes v Preference Shares from a Cayman Islands Perspective • 2014 Q1 and Q2 CLO deal lists Nicola Bashforth +1 345 814 5213 nicola.bashforth@maplesandcalder.com 2There was over $63bn of issuance, across 125 priced US CLOs  from 84 different managers in the first half of 2014, which  included deals from seven first time CLO 2.0 managers 2  . This  represents about a 51% increase on 2013 H1 issuance which was  $41.6bn across 93 US CLOs. Of those 125 deals, 117 were issued  via Cayman Islands registered entities and eight via Delaware  issuers. According to rating agency data, June had a record  $13.8bn of issuance across 26 deals, the most since the credit  crisis and, according to S&P Capital IQ LCD, higher than the  pre-crisis record of $13.5bn set in August 2006.  The largest US CLO managers by number of deals according to  Moody's data are CIFC Asset Management with 29 deals,  followed by Carlyle with 26 and GSO with 24. Highland Capital  ranks top in terms of CLO AUM with US$11.7bn, followed by  CIFC ($11.5bn) and CSAM ($11.2bn). Several CLOs have been structured to repackage notes through  a separate vehicle which then issues notes in a different currency  as arrangers continue to find ways to attract new investors. The  most common structure is the Yen repack, first pioneered by  BNP Paribas, where USD denominated senior notes are  purchased by the repack entity which issues AAA rated Yen  denominated notes utilising a swap to offset any currency risks.  CIFC, Carlyle, Jefferies, Marathon Asset Management and  Oaktree Capital Management have structured deals this way with  JPMorgan and Mitsubishi joining BNP Paribas in arranging these  types of repacks. Other repack vehicles in the CLO context are  used to assist investors who may want different tax treatment to  that received by other investors under the CLO. So, for example,  an "income note issuer" is established to repackage CLO  subordinated notes and issue its own income notes to an equity  investor. The CLO Issuer elects to be treated as a partnership for  US federal income tax purposes and the income note issuer is  treated as a passive foreign investment company for US federal  income tax purposes. There have also been deals structured with shorter reinvestment  periods geared to meet requirements of a limited pool of  investors. Such deals often come in tighter on the AAA pricing  (below 100), which, along with tighter pricing on refis, and not  accounting for discounts, skews the numbers for those averaging  AAA pricing across all deals.  For the most part, deals continue to have the usual two-year  non-call and four-year reinvestment period and AAA pricing  remains in the mid 140bps over LIBOR. Deal size has also  generally increased across the market but especially for the  larger managers. We have seen some managers roll two  warehouses with different providers into one deal for a  co-arranged, bumper sized CLO. The largest CLO to date this  year is Apollo's US$1.54bn ALM XIV transaction, the biggest CLO  since May 2007 when KKR Financial CLO 2007-1 Ltd issued its  $3.5bn CLO. We understand, however, that there are a couple of  deals in the pipeline that may exceed the Apollo transaction for  size.  According to our data tracking, during the first half of 2014,  Maples and Calder closed over 60% of all US CLOs. Based on an  analysis of MaplesFS' portfolio of existing CLO deals, we also  represent over 80% of active US CLO managers. For a complete list of the Q1 and Q2 2014 priced US CLOs – see  Appendix 1. For further details, please contact: Mark Matthews +1 345 814 5314 mark.matthews@maplesandcalder.com James Reeve +1 345 814 5129 james.reeve@maplesandcalder.com  Maples and Calder Walkers Appleby 2  According to our data sources  and by pricing date, see footnote 1 2014 H1 US CLO Market Review and Year End Predictions 2014 US CLOs with Cayman Islands Issuers The CLOser  |  September 2014 3European CLO Market Review by  Maples and Calder's Irish Office Since their inception some 20 or so years ago, CLOs have acted  as a major source of liquidity in the international markets.  The  European CLO market grew steadily, hitting its peak in 2006 with  an aggregate of €35bn of issuance.  However, the onset of the  global financial crisis saw the collapse of investor confidence in  securitisation structures generally, including CLOs.  Although the CLO market in the US had rebounded strongly by  2011-12, that was not the case in the European CLO market.  Indeed, there were no European CLO issuances during 2012. Market commentators have identified the risk retention  requirements which were implemented in Europe through Article  122a of the Capital Requirements Directive in respect of  securitisation transactions (which was replaced as of 1 January  2014 by Articles 404-410 of the Capital Requirements  Regulation) ("CRD") as a key contributing factor in the failure of  the European CLO market to rebound in the same manner as its  US counterpart.  The risk retention rules impose an obligation on  managers of securitisation transactions to retain "skin in the  game", requiring them to acquire and retain a material net  economic interest of not less than 5% in the securitisation  transaction.   2013 saw the return of the European CLO with an estimated  €7.5bn of issuance during the calendar year. Commentators have  attributed this to experienced and larger CLO managers  becoming more comfortable with the risk retention rules and  with the structures that could be implemented to comply with  the risk retention requirements. In addition, increased investor  confidence, coupled with better relative-value returns and a good  track record for these securities, no doubt helped to drive the  rebound.  The upward trend in European CLO activity has continued in  2014, with €2.5bn of CLO issuance in the first quarter of 2014  from a number of different managers, including Babson Credit  Europe, GSO/Blackstone, CVC Credit Partners and Intermediate  Capital Group.  By the end of Q2, issuance levels had reached €6.92bn, and we  foresee a steady increase in new issue for the remainder of 2014.  The addition of new "originator company" structures in Europe,  and indeed the US, whereby managers are able to set up entities  that can utilise third party and/or their own money to purchase  and assign loans into their own CLOs and retain the appropriate  risk, meeting the CRD requirements, provides a whole new  paradigm for the CLO market and should serve to increase  issuance levels significantly. GSO has pioneered one such  structure with their European Phoenix Park CLO, but others are  in the pipeline, both in Europe and the US with Monroe Capital  pricing one of the first US CLOs using an originator structure to  meet CRD requirements and attract European investors. Commentators at the IMN Global ABS conference in Barcelona  in June 2014 were upbeat in relation to the future of the European  CLO market, predicting further increases in demand which very  much ties in with the foregoing. For a complete list of the 2014 priced European CLOs (including  SME CLOs) to date– see Appendix 2. For further details, please contact: Nollaig Murphy  +353 1 619 2079 nollaig.murphy@maplesandcalder.com Stephen McLoughlin +353 1 619 2736 stephen.mcloughlin@maplesandcalder.com What's happening in Europe?  The CLOser  |  September 2014 4Irish Listings Update  During the first six months of 2014, 124 CLOs (US and  European), comprising new issuances and re-financings, were  listed on the Irish Stock Exchange. Of those 124 listings, 106  were by Cayman Islands' Issuers, accounting for 85.5% of CLO  listings. Maples and Calder's Irish office listed over 52% of all ISE  listed CLOs and 56% of all Cayman Islands' Issuers listing on the  ISE.  Of the 12 Issuers that had European domiciles, 9 were Irish  and 3 were Dutch.  In total, 83% of the CLO's opted to list on the  Global Exchange Market rather than on the Main Securities  Market.  In the case of Cayman Islands Issuers, this increased to  90% opting to list on the Global Exchange Market.  The Irish  Stock Exchange is in the process of updating the listing rules for  the Global Exchange Market. When finalised we expect these to  facilitate new listings rather than to impose additional  requirements.  For further details, please contact: Ciaran Cotter +353 1 619 2033 ciaran.cotter@maplesandcalder.com The CLOser  |  September 2014 5Calls and refinancings on our CDO/CLO book continued during  Q1 and Q2 of 2014, with 43 deals initiating call or refinancing  instructions. Optional calls by equity tranches accounted for over  90% of these instructions.  2005 and 2006 were the most  popular vintage CLOs being triggered, representing 35% and 21%,  respectively.  Included in these figures were 8 CLOs initiating  refinancing arrangements, all of which were 2012 CLO issuances  with an average remaining reinvestment period of 14 months.  The average reduction in the cost of senior funding across these  deals was 25bps, with a low of 19bps and a high of 33bps.  MaplesFS continues to assist trustees and collateral managers in  dissolving CDO/CLO Issuers following final redemption payouts.  We have a dedicated team of liquidation professionals that are  able to assist with the dissolution of entities and we have  prepared Liquidations FAQ's that provide further information on  the team and our liquidation and dissolution solutions across a  range of vehicles. Specifically, we have recently encountered several CDOs facing  challenges associated with the disposal of rump assets and the  extinguishment of liabilities. Typical difficulties include the  disposition of illiquid or worthless assets, timely and final  settlement of litigation on underlying collateral, including swaps,  especially those associated with the Lehman bankruptcy, and  difficulties associated with meeting ongoing maintenance costs  for deals in these scenarios. These issues will generally prevent a  voluntary liquidator from convening the final meeting of the  shareholder/s and dissolving the Cayman Islands company.  MaplesFS is able to assist with these difficulties and would be  happy to discuss potential solutions. These may include the use  of FLP Investments Ltd., an entity MaplesFS set up in order to  assist clients by taking certain worthless or illiquid assets in  exchange for a nominal fee which is used to help defray ongoing  administration costs. For further details, please contact: Christopher Watler Maples Fiduciary, Cayman Islands +1 345 814 5845 christopher.watler@maplesfs.com Marc Randall Maples Liquidation Services, Cayman Islands +1 345 814 5748 marc.randall@maplesfs.com Maples Fiduciary CDO/CLO Calls, Refinancings and Unwinds - A Snapshot The CLOser  |  September 2014 6The CLOser  |  September 2014 W8-BEN-E Forms: Some Practical  Considerations After months of anticipation, the new IRS Form W8-BEN-E finally  became effective in June, with the release by the IRS of the  related instructions. The W-8BEN-E form has changed quite  significantly. It is now eight pages long as opposed to the one  page original W-8BEN form and includes new chapter 4  classifications introduced in the final and temporary FATCA  regulations, as well as modifications to the certifications  pertaining to such classifications. Although we understand that there is a transition period during  which we can still use the old form, this may expire soon.  Regardless, the FATCA classification for CLOs is now generally  settled following the publishing of the Cayman Islands Guidance  Notes on 22 July 2014. In most cases, therefore, and, in  particular, for new transactions, there is no reason not to use the  new form.  Notwithstanding that Maples Fiduciary has worked through all of  the technical issues and built out its systems to accommodate  the new W-8BEN-E form, there are still some practical issues  with which to contend from a CLO director's perspective, as the  person responsible for filling in and signing the W-8BEN on the  CLO's behalf.    Firstly, industry practice is to request multiple original copies  from the Issuer at once. Now that the form is 8 pages long, a  standard request for 50 copies is not only time consuming to  complete but will result in an extremely large and costly courier  pack. Secondly, given the additional certifications, not only does  the new form require much more administration to complete but  the certifications, which are made under penalty of perjury, are  inherently riskier. It is for these reasons that we understand most  fiduciary providers will levy a small fixed fee charge when  completing the form.  Along with the W-8BEN-E, other IRS tax forms, such as the  W8-IMY for partnerships, have also been revamped and are now  also more complicated and time consuming to complete.   Whilst rudimentary, we thought all market participants should be  aware of these issues so that they can take them into  consideration when requesting IRS tax forms.  For further details, please contact: Steven Manning +1 345 814 5814 steven.manning@maplesfs.com 7MaplesFS Delaware Delaware CLO Co-Issuer Services Complete Global One  Stop Shop Offering Maples Fiduciary in Delaware is able to provide independent  director or manager services and registered agent services to a  Delaware CLO Co-Issuer (the "Co-Issuer"), which are the final  pieces in a unique global one-stop-shop offering for our clients  and their structures.  By engaging our Delaware office to provide an independent  director or manager to a Co-Issuer, together with Maples  Fiduciary in the Cayman Islands providing directors and share  trustee services to the parent Issuer, and Maples and Calder  acting as Cayman Islands counsel and Irish listing agent to the  Issuer, the transaction will benefit from streamlined  administration from one dedicated client service team across  multiple jurisdictions and time zones.  Attorneys, underwriters, arrangers, managers and trustees can  send documents to their dedicated Maples group contact and  know that multiple bases are covered at once. Parties that are  left in the deal post-closing find the efficiencies compelling.  The transaction becomes easier for deal counsel and arrangers if  the Maples group is engaged across the board – they only need  to send a draft offering document to Cayman Islands counsel  and they know that they will receive comments seamlessly from  Cayman Islands counsel, the Irish listing team, the Issuer and the  Co-Issuer. Furthermore, by engaging Maples Fiduciary Delaware as  registered agent, access to Maples eServices, our  market-leading online company management system, is also  extended to the Delaware Co-Issuer, along with the Cayman  Islands Issuer, at no additional cost. This provides deal parties  with 24-hour access to entity information and documents. For  more information on Maples eServices, turn to page 12.  Our Delaware office has extensive experience of servicing both  stand-alone US CLO vehicles and Co-Issuers and offers highly  competitive market rates. For further details on Delaware Co-Issuer services, please  contact: Edward L. Truitt Jr. +1 302 338 9129 edward.truitt@maplesfs.com The CLOser  |  September 2014 8Set out below is a table which outlines the key differences, from  a Cayman Islands legal perspective, between preference shares,  which are real form legal equity, and subordinated or income  notes, which are often treated as equity for US tax purposes, but  are in fact debt for Cayman Islands legal purposes.  Whilst  preference shares have generally given way to subordinated  notes as the most junior tranche of securities in most new CLO  transactions, they are still fairly common in older CLO 1.0 deals  and are also used quite frequently during the warehousing stages  of many CLO 2.0 transactions. The table below summarises the  key differences and highlights some points to consider when  using preference shares. Subordinated Notes v Preference Shares  - a Cayman Islands Perspective  Status: Governing Law: Documentation  used to create /  constitute: Ownership: Security: Payments: Equity The memorandum and articles of the Cayman Islands company will be governed  by Cayman Islands law.  If there is a preference share fiscal and paying agency agreement or a similar  agreement, it is typically governed by New York or English law. A combination of: (i)  the memorandum and articles of association of the Cayman Islands  company, which may refer to details set out in the authorising resolutions;  (ii)  resolutions, which may cross refer to terms set out in agreements; and (iii)  agreements relating to any share issuance or payments such as  subscription agreements. Entry onto the register of members of the Cayman Islands company constitutes  prima facie evidence of legal title to such preference shares. The certificate  issued in respect of the preferences shares, if any, is evidence of title only. As real form equity, security cannot be granted in favour of holders of  preference shares as they are legally subordinated to all forms of debt. Dividend and redemption payments are subject to a solvency requirement  under Cayman Islands law -meaning that a Cayman Islands company must be  Debt The governing law of  the document  constituting the notes.  Usually New York or  English law. The Indenture or, if in a  warehouse structure,  the warehouse  agreement (usually a  credit or loan  agreement). Typically certificated  physical form and  registered. Typically, not secured  but can be if required. As long as the Cayman  Islands company is  Preference Shares Subordinated Notes The CLOser  |  September 2014 9PAYMENTS (cont.) Ability to  upsize: Transferability: able to pay its debts as they fall due in its ordinary course of business both at the  time of, and immediately following, the payment. In the case of dividends, there  must also be sufficient profits, retained earnings and/or share premium (being the  difference between the par value of the share (often US$0.01 or US$0.001) and  the issue price, (often US$1,000) from which to make such a payment. Need to ensure that: (i)  a sufficient number of authorised but unissued preference shares is available to  cover the proposed additional issue; (ii)  the original resolutions authorise the additional preference share issuance; and (iii)  transaction documents permit the additional issuance. If any or all of the above conditions are not met, it may be necessary for the  Cayman Islands company to do one or more of the following: (i)  Pass an ordinary resolution to increase the authorised share capital; (ii)  Obtain class consent from existing holders of preference shares if outstanding  preference shares rights are being amended; (iii)  Pass a special resolution to amend the memorandum and articles of  association of the company, where the terms of the memorandum and articles  and the preference shares are being amended; (iv)  Pass resolutions of the board of directors to authorise the issuance and set  out the terms of such additional issuance;  (v)  Obtain any necessary consents required under the transaction documents;  and  (vi)  Amend the contractual documentation relating to the same to permit the  additional issuance.   Under Cayman Islands law, the memorandum and articles will normally permit the  transfer of preference shares between eligible parties subject to the provision of  an executed share transfer form, any transferee certifications required by the deal  documents and a resolution of the directors of the Cayman Islands company  approving such transfer.  Subsequent to the passing of the resolution, the register  of members of the Cayman Islands company will be updated to evidence the  transfer and the change in ownership.   MaplesFS as share registrar will update the preference share register to record  any approved transfers or new issues. solvent, there are no  restrictions on any  payments on the  notes. Need to ensure that  the documentation  constituting the  subordinated notes  includes provisions  permitting additional  issuance. If not, it is  likely that a  supplemental  document or  amendment will be  required necessitating  directors to pass  resolutions to approve  the entry into such  documentation and the  additional issuance  and to obtain  necessary consents  under the documents. This is governed by the  documentation  constituting the  subordinated notes.   No resolutions of the  directors of the  Cayman Islands  company are required. The registrar of the  notes will update the  notes register. Preference Shares Subordinated Notes The CLOser  |  September 2014 10Issues to  watch: Preference Shares Subordinated Notes Paul Parker +1 345 814 5661 Paul.parker@maplesandcalder.com It is often the case that the contractual documents relating to the preference shares,  such as the fiscal or paying agency agreement, contain the provisions and  mechanics for calculating dividends and redemption payments which are then, in  CLO transactions, specified to be paid automatically on each payment date. Care  needs to be taken to ensure that: (a) these payment details dovetail with the  applicable Cayman Islands documents; (b) these payments are subject to the  overriding Cayman Islands solvency requirements; and, (c) where the solvency  requirements are not met, a hold back mechanism is built into the documents such  that dividend or redemption payments are not paid until such date as the solvency  requirements are met.  Whilst this should not be an issue in practice, given that  these deals are structured to be bankruptcy remote, a claim which is not limited in  recourse to the collateral, such as a litigation claim, could potentially trigger such a  hold back.  Indentures and preference share paying agency agreements often include provisions  to enable a preference share holder, usually the collateral manager or a collateral  manager affiliate, to make additional contributions to the deal in respect of the  shares they hold. This can be appropriately structured, but parties need to be aware  that any such contributions, where not made in return for additional shares, will be  treated effectively as a gift to the company under Cayman Islands law, and will not  result in any right to receive any additional return over and above their pro rata share  of what is paid to the holders of the preference shares as a class.    Where one holder of preference shares is seeking additional or different share rights,  this will typically create a separate class of shares, unless particular care is taken in  the drafting of those additional rights.  Often this cannot be avoided and parties  need to be aware of the consequences.   For further details, please contact: Mark Matthews +1 345 814 5314 mark.matthews@maplesandcalder.com Paul Parker +1 345 814 5661 paul.parker@maplesandcalder.com   The CLOser  |  September 2014 11Maples eServices is a secure  web-based portal that provides our  clients with a single platform from  which to view and manage all of  their global entity information. Developed in-house to meet your needs, Maples eServices  demonstrates our commitment to adding value by providing  this comprehensive service as part of our registered office and  corporate services package. Through the Maples eServices platform, our clients are able to  view, print and download all their corporate records including: •  core entity information including the capital structure; •  registers of directors, officers, managers, shareholders,  interest holders and partnerships; •  constitutive documents including Bylaws, Operating  Agreements, Memorandum and Articles of Association and  Partnership Agreements; and •  Minute Book documents including Certificates, Resolutions  and Board and Shareholder Minutes. As well as providing users with access to core entity  information, the Maples eServices platform offers a wide range  of industry-leading features and functionality. Maples Multi-Jurisdictional Capability Full multi-jurisdiction capabilities across the Maples group.  Entity information contained on the Maples group systems can  be viewed by clients for Cayman Islands, British Virgin Islands,  Delaware, Irish, Luxembourg and Dubai entities.  Global Multi-Jurisdictional Capability  Functionality that enables users to develop customisable  templates for entities registered in other jurisdictions where  Maples does not currently provide registered office services.  This enables clients to manage all their entities, wherever they  are established, from a single platform using an integrated entity  management system.   Entity Management System  A fully integrated entity management system offering touch and  drag and drop functionality. This enables clients to carry out  complex share transactions including issues, transfers,  redemptions, repurchases, share splits and conversions, and to  create and manage their registers.  Reporting Functionality  New reporting functionality which allows clients to generate  reports from the system including consolidated reporting across  groups on entities. All reports generated are easily exportable to  Excel and PDF formats. Document Management  A fully integrated document management system offering touch  and drag and drop functionality. This provides users with  complete freedom to upload documents, create and name  folders, secure documents and manage all their documents  from a single platform. Video Conferencing Availability to host integrated online meetings via desktop video  conferencing, document sharing and a discussion forum. The  video conferencing functionality enables users to video  conference with one another, with the Maples team and with  other service providers. Notification Functionality Upgraded notification functionality which enables clients to  customise the information for which they wish to be updated  and the frequency of such updates.  Enhanced User Interface An enhanced user interface designed for smart-phones and  tablets, including responsive design which allows all the  information displayed on the platform to be viewable on any  smart-enabled device. Maples eServices The CLOser  |  September 2014 12Service Requests Option to place service requests such as ordering certificates of  good standing and certified copies of documents. Legal Opinions Online access to signed Maples legal opinions. Billing Access to review billing history, invoices and payments. Executed Documents Facility to upload and view executed transaction documents. Document Forum A full discussion forum designed to facilitate the distribution of  confidential documents, meeting and deal information to  directors and authorised users. Maples Team A quick reference guide to the Maples team including the  partners, associates and staff responsible for maintaining an  entity's information, together with the ability to contact them via  email, telephone or video through the system. Calendar, Key Dates and Messages Ability to manage your own calendar and access and view  important dates relating to the management of your entities  including meetings, events, public holidays and filing due dates. Industry News Feeds Ability to review industry news articles and reports highlighting  developments affecting specific sectors. Search Engine Functionality providing access to search for specific documents  or site content using keywords. To activate your account or for additional information, contact  our eServices Client Team via info@mapleseservices.com.  The CLOser  |  September 2014 13This update comprises four sections: i)  A look at the Cayman Islands FATCA Guidance Notes (the  "Guidance Notes"); ii)   A recap on classification; iii)  Key dates for reporting CLO Issuers; and  iv)  Practical considerations.  i)  Cayman Islands Guidance Notes finalised  The Cayman Islands Tax Information Authority ("Cayman TIA")  issued the first official version of the Guidance Notes on 22 July  2014. A copy of the Guidance Notes can be found here:  http://tia.gov.ky/pdf/FATCA_Guidance_Notes.pdf The Guidance Notes have been prepared over the past six  months by a working group (the "Working Group") which was  constituted from members of the private and public sector, and  included Maples and Calder.  The Guidance Notes provide  further explanation in relation to principles underlying the  intergovernmental agreements between the Cayman Islands and  the US and UK (the "IGAs"), in addition to the Tax Information  Authority (International Tax Compliance) (United States of  America) Regulations, 2014 and the Tax Information Authority  (International Tax Compliance) (United Kingdom) Regulations,  2014 (collectively, the "Regulations") issued on 4 July 2014, which  provide legal obligations in relation to FATCA as a matter of  Cayman Islands law.  Copies of the US and UK FATCA Regulations can be found here:  US FATCA Regulations: http://www.gazettes.gov.ky/sites/default/files/extraordinarygazettes-supplements/Es432014_web.pdf  UK FATCA Regulations: http://www.gazettes.gov.ky/sites/default/files/extraordinarygazettes-supplements/Es442014_web.pdf  (a)  The Regulations and Guidance Notes assist Cayman Islands  entities in determining their status as either a Foreign Financial  Institution ("FFI") or a Non-Financial Foreign Entity ("NFFE").  (b)  The Regulations set out the fundamental obligations on a  Financial Institution in relation to:  i)  registration with the US IRS (for the US Regulations);  ii)  notification of status to the Cayman TIA, by 31 March of  the first year of reporting;  iii)  identification of reportable financial accounts;  iv)  initial and on-going due diligence requirements, including  timeframes; and  v)  reporting of financial accounts to the Cayman TIA by 31  May annually. (c) The Regulations also provide: i)   the Cayman TIA, as the competent authority, with  appropriate enforcement powers including the ability to  compel disclosure of information and to inspect the books  and records of Reporting FFIs; and  ii)  penalties for offences and non-compliance, including  vicarious liability provisions for directors and officers. (d) The Guidance Notes: i)   expand on each of these areas while also addressing the  approach under both the US and UK FATCA regimes, as  well as the OECD Common Reporting Standards (for  certain matters);  ii)  focus on the classification of, and distinction between, FFIs  and NFFEs, Reporting FFIs and Non-Reporting FFIs, as well  as Registered Deemed Compliant and Certified Deemed  Compliant entities;  iii)  import certain defined terms and concepts available under  the US FATCA Regulations, including Owner Documented  FFIs and Limited Life Debt Investment Entities;  iv)  (for Investment Entities) clarify the use of the exemptions  for Collective Investment Vehicles, Sponsored Investment  Entities and Sponsored Closely Held Investment Vehicles,  as well as more generally for Trustee Documented Trusts;  and  v)  provide a comprehensive explanation of the due diligence  procedural obligations for pre-existing and new accounts.  The Guidance Notes (and, to a certain extent, the Regulations)  are dynamic and will be subject to on-going review, with the  FATCA - a Cayman Islands update The CLOser  |  September 2014 14The CLOser  |  September 2014 Working Group continuing to meet to assess further  amendments with a view to re-issuing a second version of the  Guidance by Q4 2014.  ii)  Classification – a quick reminder By virtue of the LLDIE exemption "cut off" date of 17 January  2013, CLO 2.0 Issuers can be divided into two groups:   (a)  Group 1 - CLOs that issued securities after 17 January  2013; and (b)  Group 2 - CLOs that issued all their securities before that  date.  Group 2 CLO Issuers can be split into two clearly identifiable  groups: (i) those issuing securities prior to 1 March 2010 which  are likely to benefit from the LLDIE exemption; and, (ii) those  issuing after 1 March 2010 which are unlikely to meet the LLDIE  exemption because the relevant indenture typically contains  provisions permitting the applicable issuer to amend the  documents to comply with FATCA and avoid withholding.  All Group 1 CLOs and those Group 2 CLOs that do not satisfy the  LLDIE criteria are each classified as a Reporting Model 1 FFI and  must register with the IRS to obtain a GIIN and report  information on US reportable accounts ("US Reportable  Accounts") to the Cayman TIA. CLO Issuers meeting all the  LLDIE criteria will be "certified deemed compliant" under the  IGAs, do not need to register or report and will be able to certify  this fact through the new W-8BEN-E form to agent banks and  other paying agents. As indicated in our prior client updates, one of the key items the  Working Group and, in particular, the Maples and Calder team,  were keen to include in the Guidance Notes were the  explanatory notes that would make CLO Issuers' FATCA  classification more straightforward. The LLDIE provisions in the  FATCA Regulations left certain criteria open to interpretation,  most notably, criteria (f) – the authority test – and we were able,  through the Guidance Notes, to remove that ambiguity. Set out below is a summary of the key provisions of the  Guidance Notes as they relate to the LLDIE exemption: Criteria (d) of LLDIE, which requires "substantially all of the  assets of the Financial Institution to consist of debt instruments  or interests therein", was fleshed out to provide that: (a)  the term "substantially all" means 80% or more of all the  assets by value; (b)  the term "debt instruments" includes notes, bonds, loans,  promissory notes, certificates of deposit, loan stock,  debentures and any other instrument creating or  acknowledging indebtedness; (c)  cash held by the Financial Institution should also be  treated as being a debt instrument for this purpose; (d)  the term "interests therein" includes: (a) equity interests in  wholly owned subsidiaries that own debt instruments; (b)  any equity interests in an entity which invests only in debt  instruments such as a money market fund; and, (c) credit  default or total return swaps which reference debt  instruments; and (e)  a Financial Institution should apply this test when the  proceeds of the debt or equity interests issued to  investors have been fully invested and not during any ramp  up or winding down period. These clarifications make it significantly easier for managers  and service providers to assess the assets within a portfolio,  calculate the "asset mix" test and provide the necessary  confirmations to the Issuer. Criteria (f) of LLDIE requires that "the Financial Institution's  trustee or fiduciary is not authorised under the applicable trust  indenture, trust deed or similar agreement, through a fiduciary  duty or otherwise, to fulfil the obligations of a Participating FFI  under 1.1471-4 of the US Internal Revenue Code and no other  person under that agreement has the authority to fulfil the  obligations of a Participating FFI under 1.1471-4 of the US  Internal Revenue Code on behalf of the Financial Institution."  The Guidance Notes include important provisions to simplify  the analysis under this limb of the LLDIE exemption, namely: (a)  To clarify that a Financial Institution's fiduciary does not  include, in the case of a company, its board of directors  or, in the case of an exempted limited partnership, its  general partner.  (b)  To add a presumption that, where a Financial Institution  has issued all of its debt or equity interests to investors on  or before 1 March 2010, the requirement in (f) will be  deemed to have been met and, therefore, assuming all  other requirements in (a) to (e) are met, the Financial  Institution can be treated as a LLDIE. (c)  By clarifying that, for Financial Institutions which have  issued debt or equity interests to investors after 1 March 2010,  in determining whether or not the Financial Institution's trustee  15or fiduciary is authorised as contemplated by (f), the ability of  the Financial Institution and/or the trustee or fiduciary to make  amendments to the indenture, trust deed or similar agreement,  to give the trustee or fiduciary the necessary authority without  investor consent, shall be treated as the trustee or fiduciary  being so authorised for the purposes of (f) such that the  Financial Institution should not be treated as an LLDIE. Most  CLO 2.0 Indentures contain a power for the Issuer to amend  without noteholder consent to avoid withholding and provisions  which compel the Noteholders to provide the Issuer and trustee  with FATCA reporting information. Consequently, any such deals  will need to register and report unless they fall in the pre-1  March 2010 category. People ask 'Why is the distinction so important, why not just  register all deals?' The answer is that the old and cold deal  documents do not have the specific FATCA provisions that most  CLO 2.0 deals have, such as compulsory sale of notes belonging  to a non-compliant holder, being a holder that fails to provide  information to the Issuer and its agents to enable them to  report. Had these clarificatory provisions not been included in  the Guidance Notes, each old and cold deal would have had to  be analysed on a case by case basis and amendments put in  place for deals which failed the authority test. This process  would have been time consuming and costly, especially if the  entity had to then register and report. If you consider our book of CLO/CDO entities alone, the task  would have been mammoth without these clarifications and, to  complicate matters, some of these entities, being in default,  simply do not have the funds to comply or are in the process of  liquidation. Had the interpretation of the authority test not been  cleared up, MaplesFS and others would have had to undertake a  monumental analysis of all old and cold deals, potentially costly  amendments may have been required and registration and  on-going reporting the end result. This would have resulted in  unnecessary implementation and on-going costs for those deals  that could afford such an exercise and, for those that could not,  non-compliance with their FATCA obligations and potentially  serious consequences for their directors and officers, including  fines and/or imprisonment. The following chart  identifies the classification of Maples  Fiduciary's book of CLO/note issuers. iii)  Key Dates for Reporting FFIs 31 Dec 2014  |  Existing Reporting Model 1 FFIs to have a GIIN  by this date – new entities have up to 90 days to obtain a GIIN  after providing a W-8BEN-E to paying agents  31 Mar 2015  |  All Reporting FFIs notify the Cayman TIA that  they are a Reporting FI, together with name, classification and  any GIIN. 31 May 2015  |  All Reporting FFIs to submit annual report for  prior year to the Cayman TIA.  If no US Reportable Accounts are identified, a nil return to that  effect must be filed with the TIA. 30 Sep 2015  |  Deadline for the Cayman TIA to report requisite  information for US reportable accounts to the IRS for the 1 July  to 31 December 2014 period. iv)  Practical Considerations The Maples group is planning to hold further trustee roundtables  which provide an opportunity for trustees active in the CLO  space, and their counsel, to discuss how reporting is going to  work in practice and to ensure that all parties are on the same  page when it comes to interpretation and implementation of the  provisions.  Furthermore, we continue to have numerous calls  with manager clients and their internal and external tax and  compliance advisors and with US counsel.  Now that classification is sufficiently settled, participants are  turning to the practical considerations for reporting and there are  a lot of questions the trustees, paying and transfer agents,  managers and their counsel have. These roundtables provide a  forum for everyone to openly discuss and share ideas and have  been warmly welcomed by the industry. The Maples group will be  focussing in the coming months on reporting preparedness.  The CLOser  |  September 2014 Expected Outcome on Classification of CLO/Note Isuue Book Certified Deemed  Compliant “LLDIE” 72% 1,253 Reporting Model 1 FFI 28% 498 16The CLOser  |  September 2014 Reporting FFIs are going to have to identify and record  reportable accounts and payments from 1 July 2014 which also  means that these requirements apply during the warehouse  phase of deals that are active from this point. That will mean that  a CLO Issuer and its service providers and agents will need to set  up appropriate mechanisms in warehouse documents, and to  have appropriate obligations in those documents, to ensure that  details of beneficial owners and US reportable accounts are  provided, and records of payments maintained, so as to enable a  CLO Issuer to comply with its FATCA obligations both pre and  post-closing. The adoption of laws, regulations and Guidance  Notes in the Cayman Islands to implement FATCA, which are all  now in force, means that Cayman Islands CLO Issuers are  subject to the primary Cayman Islands FATCA legal and  regulatory framework and any analysis of FATCA obligations and  reporting requirements for these entities starts there.  As  previously noted, any breach of the Regulations, either with the  consent or connivance of, or as a result of the negligence of, any  director or other officer of a company, will result in that  individual, as well as the applicable company, having committed  an offence punishable with fines and/or imprisonment for up to  two years.  The IRS is due to release the form to be used for reporting under  FATCA, which is expected to be a universal form for all FFIs,  regardless of jurisdiction. The report form can be used by both  FFIs that have to report directly to the IRS, such as FFIs in Model  2 IGA or Participating FFI countries, and by FFIs in Model 1 IGA  countries, such as the Cayman Islands, that can report indirectly  via the applicable taxing authority which, in the case of the  Cayman Islands, is the Cayman TIA. For further information or advice on the application of FATCA, the  Regulations and Guidance Notes, please speak with your usual  Maples and Calder contact or, for further information on FATCA  services and solutions, please speak with your usual MaplesFS  contact.  Mark Matthews +1 345 814 5314 mark.matthews@maplesandcalder.com Nicola Bashforth +1 345 814 5213 nicola.bashforth@maplesandcalder.com Scott Macdonald +1 345 814 5317 scott.macdonald@maplesandcalder.com Steven Manning +1 345 814 5814 steven.manning@maplesfs.com 17The CLOser  |  September 2014 Forthcoming Events Members of the Maples and Calder and MaplesFS CLO team  will be attending the following industry events during Q3 and Q4 2014: ABS East 2014 21-23 September 2014 The Fontainebleau, Miami Beach, FL CreditFlux Investor Summit 2014 14 October 2014 Crowne Plaza, New York, NY CLO Summit – Opal 7-9 December 2014 St. Regis, Monarch Beach, Dana Point, CA 18Our CLO team comprises 15 specialist CLO lawyers  and 20 specialist CLO fiduciary professionals based  in the Cayman Islands.   Throughout our considerable longevity in this space, we have provided our clients with the benefit of our unparalleled depth of  knowledge, experience and insight into what we see across the whole structured finance market, from the  latest warehousing  structures, to the latest regulatory developments and how they impact CLOs, to ongoing post-closing CLO issues. For further information, please speak with your usual Maples and Calder or MaplesFS contact, or: September 2014 © MAPLES AND CALDER This update is intended to provide only general information for clients and professional contacts of Maples and Calder and  MaplesFS. It does not purport to be comprehensive or to render legal advice. Maples and Calder MaplesFS Alasdair Robertson +1 345 814 5345 alasdair.robertson@maplesandcalder.com  John Dykstra +1 345 814 5530 john.dykstra@maplesandcalder.com   Tina Meigh +1 345 814 5242 tina.meigh@maplesandcalder.com  Nicola Bashforth +1 345 814 5213 nicola.bashforth@maplesandcalder.com  Anthony Philp +65 6922 8407 anthony.philp@maplesandcalder.com Bruce Blake +1 345 814 5581 bruce.blake@maplesandcalder.com  Amanda Lazier +1 345 814 5570 amanda.lazier@maplesandcalder.com  Mark Matthews +1 345 814 5314 mark.matthews@maplesandcalder.com  Scott Macdonald +1 345 814 5317 scott.macdonald@maplesandcalder.com   Jonathon Meloy +1 345 814 5412 jonathon.meloy@maplesandcalder.com Paul Parker +1 345 814 5661 paul.parker@maplesandcalder.com James Reeve +1 345 814 5129 james.reeve@maplesandcalder.com  Lucy Sleep +1 345 814 5185 lucy.sleep@maplesandcalder.com   Guy Major +1 345 814 5818 guy.major@maplesfs.com  Carrie Bunton +1 345 814 5819 carrie.bunton@maplesfs.com  Andrew Dean +1 345 814 5710 andrew.dean@maplesfs.com  Christopher Watler +1 345 814 5845 christopher.watler@maplesfs.com Steven Manning +1 345 814 5814 steven.manning@maplesfs.com  The CLOser  |  September 2014 19Priced Q1- Q2  2014 US CLOsCLO Pricing Q2 Pricing Date   Issuer Arranger Manager MAPLES AND CALDER WALKERS APPLEBY NON-CAYMAN This chart represents all US CLOs that priced  in the second quarter of 2014 and is colour  coded on Cayman Islands counsel and  jurisdiction of the issuer.  06/27/14 Dryden XXIII Senior Loan Fund (refi) Credit Suisse Prudential Investment Management 6/27/14 Avery Point V CLO Greensledge Sankaty 06/27/14 JFIN CLO 2014-II Citigroup Jefferies 06/27/14 Peaks CLO 1 Guggenheim Arrowpoint Asset Management 6/25/14 Apidos CLO XVIII JPMorgan CVC Credit Partners 06/25/14 Silver Creek CLO Goldman Sachs 40/86 Advisors 06/20/14 MidOcean Credit CLO III Credit Suisse MidOcean 06/20/14 West CLO 2014-1 Citigroup Allianz Global Investors 06/19/14 Neuberger Berman CLO XVII Morgan Stanley Neuberger Berman 06/18/14 Covenant Credit Partners CLO I Morgan Stanley Covenant Credit Partners 06/16/14 Trinitas CLO II Nomura Triumph Capital Advisors 06/13/14 Magnetite IX Citigroup BlackRock 06/13/14 OZLM VII Deutsche Bank Och-Ziff Loan Management 06/12/14 AMMC CLO XIV RBS American Money Management Corp. 06/12/14 CIFC Funding 2014-III BNPP CIFC Asset Management 06/12/14 Shackleton 2014-VI CLO BAML Alcentra 06/09/14 A Voce CLO Citigroup Invesco 06/09/14 Cerberus AUS Levered II Natixis Cerberus Capital Management 06/06/14 ALM XIV JPMorgan Apollo Credit Management 06/06/14 ACAS CLO 2014-1 Deutsche Bank American Capital 06/05/14 NewStar Arlington Senior Loan Program Wells Fargo NewStar Financial 06/05/14 Flatiron CLO 2014-1 BAML NYL Investors 06/03/14 BlueMountain CLO 2014-2 JPMorgan BlueMountain Capital Management 06/03/14 Kingsland VII Greensledge Kingsland Capital Management 06/03/14 OHA Credit Partners X Morgan Stanley Oak Hill Advisors 06/02/14 KVK CLO 2014-2 Credit Suisse Kramer Van Kirk Credit Strategies 5/30/14 Galaxy XVII CLO Goldman Sachs PineBridge Investments 05/28/14 Jamestown CLO IV Citigroup 3i Debt Management 05/23/14 Regatta IV Funding  Morgan Stanley Napier Park Global Capital  05/23/14 Atlas Senior Loan Fund V BCG Crescent Capital Group 05/22/14 OCP CLO 2014-6 BAML Onex Credit Partners 05/22/14 Carlyle Global Matket Strategies  CLO 2014-2 MUFJ Carlyle Investment Management 05/23/14 NewMark Capital Funding 2014-2 CLO Jefferies NewMark Capital 05/22/14 Gallatin CLO VII 2014-1  Greensledge Matlin Patterson  05/15/14 Cent CLO 21 Citigroup Columbia Management Investment Advisors 05/15/14 Golub Capital BDC CLO 2014 Wells Fargo  Golub Capital  05/12/14 LCM XVI Limited Partnership Deutsche Bank LCM Asset Management 05/12/14 AIMCO CLO Series 2014-A Goldman Sachs Allstate 05/09/14 Babson CLO 2014-1 JPMorgan Babson Capital  05/09/14 Seneca Park CLO Credit Suisse GSO/Blackstone Debt Funds Management 05/08/14 Madison Park Funding XII Wells Fargo Credit Suisse Asset Management 05/08/14 Hildene CLO II BAML Hildene Leveraged Credit 05/08/14 Ares XXX CLO Deutsche Bank  Ares Management 05/06/14 Symphony CLO XIV Morgan Stanley Symphony Asset Management 05/02/14 Benefit Street Partners CLO IV Deutsche Bank Benefit Street Partners 05/02/14 Anchorage Capital CLO 4 BAML Anchorage Capital Management 05/01/14 Voya CLO 2014-2 JPMorgan Voya Alternative Asset Management 04/30/14 Silvermore CLO Citigroup Silvermine Capital ManagementPricing Date   Issuer Arranger Manager 04/29/14 ACIS CLO 2014-4 Jefferies Acis Capital Management 04/29/14 Venture XVII CLO RBC MJX Asset Management 04/28/14 Palmer Square CLO 2014-1 BAML Palmer Square Capital Management 04/23/14 PFP III 2014-1 Wells Fargo Prime Finance Partners  III 04/23/14 Guggenheim Private Debt Fund Note Issuer NK Guggenheim 04/17/14 NXT Capital CLO 2014-1 Wells Fargo, BMO NXT Capital 04/16/14 Octagon Investment Partners XII (refinancing) Citigroup Octagon Credit Investors 04/16/14 WhiteHorse VIII Morgan Stanley HIG WhiteHorse Capital 04/16/14 Magnetite VIII Wells Fargo BlackRock 04/14/14 Halcyon Loan Advisors Funding 2014-2 Citigroup Halcyon Asset Management 04/11/14 Cedar Funding III CLO Jefferies Aegon USA Investment Management 04/11/14 Marathon CLO VI JPMorgan Marathon Asset Management 04/11/14 Washington Mill CLO BAML Shenkman Capital Management 04/10/14 Telos CLO 2014-5 BNPP Telos Asset Management 04/09/14 Dryden 33 Senior Loan Fund Goldman Sachs Prudential Investment Management 04/09/14 Great Lakes CLO 2014-1 Deutsche Bank BMO Asset Management 04/08/14 Shackleton 2014-V CLO Morgan Stanley Alcentra 04/08/14 B&M CLO 2014-1 Credit Suisse Bradford & Marzec 04/07/14 Golub Capital Partners CLO 19 Citigroup Golub Capital 04/04/14 NewStar Commercial Loan Funding 2014-1 Wells Fargo NewStar Financial 04/04/14 CIFC Funding 2014-II RBS CIFC 04/02/14 Fortress Credit Opportunities III CLO Natixis Fortress Investment Group 04/02/14 Pinnacle Park CLO Wells Fargo GSO/Blackstone Debt Funds Management 04/02/14 Catamaran CLO 2014-1 Citigroup Trimaran Advisors 04/02/14 Avalon IV Capital (refinancing)  Citigroup Invesco Senior Secured Management  04/01/14 THL Credit Wind River 2014-1 CLO Deutsche Bank THL Credit Advisors 04/01/14 LCM X Partnership (refinancing) BNPP LCM Asset ManagementPricing Date   Issuer Arranger Manager CLO Pricing Q1 MAPLES AND CALDER WALKERS APPLEBY NON-CAYMAN This chart represents all US CLOs priced in  the first quarter of 2014 and is colour coded  based on Cayman Islands counsel and  jurisdiction of the issuer.  03/28/14 Trinitas CLO I Nomura Triumph Capital Advisors 03/27/14 CFIP CLO 2014-1 Wells Fargo Chicago Fundamental Investment Partners 03/27/14 BlueMountain CLO 2014-1 Credit Suisse BlueMountain Capital 03/25/14 Canyon Capital CLO 2014-1 Citigroup Canyon Capital Advisors 03/24/14 Saranac CLO II Jefferies Saranac Advisory  03/21/14 Sound Point CLO V Morgan Stanley Sound Point Capital Management 03/20/14 Apidos CLO XVII BAML CVC Credit Partners 03/19/14 Avery Point IV CLO Morgan Stanley Sankaty Advisors 03/19/14 Staniford Street CLO StormHarbour Feingold O'Keeffe Capital 03/17/14 JFIN MM CLO Jefferies Jefferies 03/13/14 Octagon Investment Partners XIX Wells Fargo Octagon Credit Investors 03/12/14 BNPP IP CLO 2014-1 Natixis BNP Paribas Asset Management 03/12/14 TICP CLO I Citigroup TICP Management 03/12/14 Greywolf CLO III JPMorgan Greywolf Capital Management 03/12/14 Northwoods Capital XI Goldman Sachs Angelo Gordon 03/07/14 Battalion CLO V BAML Brigade Capital Management 03/07/14 OZLM VI BAML Och-Ziff Loan Management 03/06/14 GoldenTree Loan Opportunities VIII JPMorgan GoldenTree Asset Management 03/06/14 Voya CLO 2012-1 (refinance) Credit Suisse Voya Alternative Asset Management (ING) 03/06/14 Ares XXIX CLO Citigroup Ares Management 03/05/14 KVK CLO 2014-1 Goldman Sachs Kramer Van Kirk Credit Strategies 03/04/14 Mountain Hawk III CLO Deutsche Bank Western Asset Management 03/04/14 OCP CLO 2014-5 Citigroup Onex Credit Partners 02/28/14 Carlyle Global Market Strategies CLO 2014-1 Morgan Stanley Carlyle Investment Management 02/28/14 Race Point V CLO (refinancing) RBS Sankaty Advisors 02/28/14 Tuolumne Grove CLO 2014-1 Guggenheim, Jefferies Tall Tree Investment Management 02/27/14 Zais CLO 1 JPMorgan ZAIS Leveraged Loan Manager 02/27/14 Golub Capital Partners CLO 18 Wells Fargo Golub Capital 02/26/14 Limerock CLO II Credit Suisse Invesco  02/25/14 Regatta III Funding Citigroup Napier Park Global Capital 02/21/14 Anchorage Capital CLO 3 BAML Anchorage Capital 02/18/14 JFIN CLO 2014-1 BNPP Jefferies 02/14/14 COA Summit CLO Greensledge 3i Debt Management 02/14/14 Venture XVI CLO RBS MJX Asset Management 02/11/14 Neuberger Berman CLO XVI Morgan Stanley Neuberger Berman 02/11/14 Tennenbaum Senior Loan SPV Natixis Tennenbaum Capital Partners 02/10/14 OFSI Fund VI Natixis OFS Capital Management 02/07/14 Halcyon Loan Advisors Funding 2014-1 BAML Halcyon Asset Management 02/06/14 CIFC Funding 2014 Credit Suisse CIFC Asset Management 02/06/14 Arrowpoint CLO 2014-2 Jefferies Arrowpoint Asset Management 02/05/14 Voya CLO 2014-1 (ING) Citigroup Voya Alternative Asset Management 02/03/14 Madison Park Funding XIII BAML Credit Suisse Asset Management 01/31/14 Dryden 31 Senior Loan Fund Deutsche Bank Prudential Investment Management 01/29/14 ALM V (refinancing) RBS Apollo Credit Management 01/28/14 LCM XV Morgan Stanley LCM Asset Management 01/27/14 ICG US CLO 2014-1 Citigroup ICG Debt Advisors 01/17/14 Oaktree CLO 2014-1 Citigroup Oaktree Capital Management 01/16/14 ACIS CLO 2014-3 Jefferies Acis Capital Management 01/09/14 Dryden XXII Senior Loan Fund (refinancing) RBS Prudential Investment Management 01/07/14 MidOcean Credit CLO II Jefferies MidOceanPriced Q1- Q2  2014 European CLOsPriced Q1- Q2 2014 European CLOs Pricing Date Issuer Arranger Manager 06/30/14 BPL Mortgage series VII (retained) Banco Popolare Banco Popolare 06/27/14 Phoenix Park CLO BAML GSO/Blackstone Debt Funds Management 06/26/14 Ares European CLO CITG Ares 06/26/14 Dryden 32 Euro CLO 2014 Barclays Pramerica 06/06/14 Harvest CLO IX CS 3i Debt Management 06/05/14 ALME Loan Funding II JPM Apollo Credit Management 06/02/14 Carlyle Global Market Strategies Euro CLO 2014-2 CITG CELF Advisors 05/20/14 PYMES Santander 8  (retained) Santander Santander 05/16/14 Arbour CLO Barclays Oaktree Capital Management 05/14/14 FTA PYMES Santander 9 Santander Santander 05/09/14 Avoca CLO XI MS  Avoca Capital 04/17/14 SME Lion II (retained) ING  ING 04/16/14 Jubilee CLO 2014-XII JPM Alcentra 04/03/14 Holland Park CLO BNPP GSO/Blackstone Debt Funds Management 03/27/14 CVC Cordatus Loan Fund III GS CVC Credit Partners 03/13/14 Babson EURO CLO 2014-1 BAML Babson Capital Europe 03/07/14 St Paul's CLO IV DB Intermediate Capital Group 02/25/14 Harvest CLO VIII RBS,Resource Capital 3i Debt Management 02/24/14 Carlyle Global Market Strategies EURO CLO 2014-1 CS Carlyle Investment Management 02/11/14 Quadrivio SME 2014 (preplaced) Finanziaria Inernazionale,  EIB Credito Valtellinese 01/24/14 Jubilee CLO 2014-XI   BAML Alcentra 01/24/14 Atlantes SME No. 3 StormHarbour, Banif Banif