Conifer Management, LLC (the “Adviser”) is an SEC registered investment adviser with its principal
place of business in New York, New York. The Adviser began conducting business in 2000 and has
been registered with the SEC since June 2016. Mr. Gregory Alexander is the managing member and
principal owner of the Adviser.
The Adviser provides investment advisory services on a discretionary basis to private funds intended for
sophisticated individual investors and institutional investors.
The Adviser provides investment advice in a manner that is consistent with each private fund’s overall
investment objective and strategy. The Adviser seeks to meet these objectives and strategies by
recommending equity, debt and other types of securities of issuers identified by the Adviser through its
fundamental, bottom-up analysis.
The Adviser manages client assets that as of December 31, 2019 had an aggregate value of approximately
$6,665,540,820, all of which are managed on a discretionary basis.
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The Adviser typically charges an advisory fee ranging from .50% to 1.0% per annum. The fee is payable
in quarterly installments in advance on the first day of each calendar quarter and is based on the market
value of the client’s assets under management as of the close of business on the preceding business day.
The fee will be prorated for any partial quarter. The Adviser (or an affiliate of the Adviser) also receives
performance-based compensation as further described in Item 6.
The fees charged by the Adviser and its affiliates to private funds which it advises, including any
investment advisory fees and performance-based fees, are described in the legal documentation for such
private funds.
In addition to paying advisory fees to the Adviser, clients are subject to other expenses such as brokerage
commissions and costs associated with foreign exchange transactions, among others. Client assets may
be invested in money market mutual funds or other registered or unregistered investment companies,
private funds or other investment entities. In these cases, the client bears its pro rata share of the
investment management fee and other fees of the fund in which the assets are invested. The management
and other fees of the fund in which assets are invested are described in the fund’s legal documentation,
and are in addition to the advisory fee paid to the Adviser. Please refer to Item 12 of this Firm Brochure
for a discussion of the Adviser’s brokerage practices.
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The Adviser and certain of its supervised persons provide investment management services to private
funds. The Adviser (or an affiliate of the Adviser) receives performance-based compensation from
private funds for which it provides advisory services. Because the Adviser and its supervised persons
provide investment advice to multiple clients, potential conflicts exist for one client account to be favored
over another client account. The Adviser and its investment personnel have, for example, a greater
incentive to favor client accounts from which they (or an affiliate) receive (or potentially receive) higher
compensation.
The Adviser has adopted and implemented policies and procedures that are intended to address conflicts
of interest relating to managing multiple accounts and the allocation of investment opportunities. The
Adviser reviews investment decisions for the purpose of seeking to ensure that all accounts with
substantially similar investment objectives are treated equitably over time. The Adviser’s procedures
relating to the allocation of investment opportunities require that similarly-managed accounts participate
in investment opportunities pro rata based on asset size (based on the value of the assets of each
participating account relative to the value of the assets of all participating accounts), however the Adviser
may allocate investment opportunities on a non-pro rata basis due to a consideration of the factors
described in Item 16. The Adviser’s procedures also require that, to the extent orders are aggregated,
the orders are price averaged. These areas are monitored by the Adviser’s Chief Compliance Officer.
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The Adviser’s clients consist of private funds. Any initial and additional subscription minimums are
disclosed in the legal documents for such private fund clients.
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The Adviser typically manages accounts in accordance with each client’s overall investment objective
and strategy. The Adviser uses fundamental analysis in formulating investment advice and managing
client assets. Fundamental analysis of issuers involves analyzing an issuer’s financial statements,
management and competitive advantages, and competitors and markets. The Adviser typically employs
bottom-up fundamental analysis.
The Adviser employs a variety of investment strategies or techniques, including the following investment
strategies, in providing advisory services to clients:
Buy and Hold. The Adviser typically engages in a buy and hold investment strategy wherein the
Adviser acquires securities for its clients and holds them for relatively longer periods of time,
regardless of short-term factors such as fluctuations in the market or volatility of the stock price.
Focused Portfolio/Non-diversification. The Adviser focuses its investments on a limited number
of issuers and does not seek to diversify investments among types of securities, countries or
industry sectors.
Margin transactions. The Adviser may acquire securities for a client’s portfolio with money
borrowed against the value of the assets in the client’s custodial account. Margin transactions
permit a client, for example, to acquire more securities than the client otherwise could if using
available cash only.
Hedging. The Adviser utilizes a variety of financial instruments such as derivatives, options,
interest rate swaps, caps and flows, futures and forward contracts for speculation and/or risk
management purposes.
Short Selling. The Adviser may engage in short selling strategies. In a short sale transaction, a
security is sold for a client that the client does not own in anticipation that the market price of
that security will decline. Short sales are used as a form of hedging to offset potential declines
in long positions in similar securities, in order to maintain flexibility, and for speculation.
Derivatives. The Adviser may purchase or sell derivative instruments, including options,
warrants, forwards, futures and swaps. Derivatives are used as a form of hedging, in order to
maintain flexibility, and for speculation.
These methods, strategies, and investments involve risk of loss to clients, and clients must be prepared
to bear the loss of their entire investment. The material risks relating to the Adviser’s investment
strategies include the following:
Market and Manager Risks. Securities in which the Adviser invests on behalf of its clients will
fluctuate as the markets for those securities fluctuate. The prices of these securities will decline,
perhaps severely, over short-term or long-term periods. Performance of individual securities can
vary widely. In addition, the investment decisions of the Adviser may cause the strategy or a
client to underperform other strategies, clients, investments or benchmark indices. The Adviser
may be incorrect in assessing a particular industry or a company, including the anticipated
earnings growth of the company. The Adviser may not buy chosen securities at the lowest
possible prices or sell securities at the highest possible prices.
Buy and Hold. Buy and hold investment strategies bring specific risks to a securities portfolio.
Under a buy and hold investment strategy, the Adviser may not take advantage of short-term
gains in a security that could be profitable to a client. Moreover, if the Adviser’s predictions are
incorrect, a security may decline sharply in value before the security is sold.
Focused Portfolio/Lack of Diversification. Client accounts will not be diversified among a wide
range of types of securities, countries or industry sectors. Accordingly, client portfolios may be
subject to more rapid change in value than might be the case if the Adviser were to maintain a
wider diversification among types of securities and other instruments, countries or industry
sectors.
Margin. The performance of clients utilizing margin may be more volatile. Margin trading
increases exposure to market risk. In addition, the downside of trading on margin is not limited
to the value of collateral in the margin account. When the value of securities acquired on margin
falls below maintenance margin requirements or other applicable requirements, the lender may
make a margin call or sell securities from the account. If the sale does not cover the deficiency,
the investor will be responsible for the shortfall.
Short Selling. Short selling transactions expose a client’s portfolio to the risk of loss in an amount
greater than the initial investment, and such losses can increase rapidly and without effective
limit. There is the risk that the securities borrowed by a client in connection with a short sale
would need to be returned to the securities lender on short notice. If such request for return of
securities occurs at a time when other short sellers of the subject security are receiving similar
requests, a “short squeeze” can occur, wherein the client might be compelled, at the most
disadvantageous time, to replace the borrowed securities previously sold short with purchases on
the open market, possibly at prices significantly in excess of the proceeds received earlier.
Derivatives. Derivative transactions for client accounts may expose an account’s portfolio to the
risk of loss in an amount greater than the initial investment, and such losses can increase rapidly
and without effective limit. The performance of client accounts utilizing derivative transactions
may be more volatile.
Hedging. There can be no assurance that a particular hedge is appropriate, or that certain risk is
measured properly. Further, while the Adviser may enter into hedging transactions to seek to
reduce risk, such transactions may result in poorer overall performance and increased (rather than
reduced) risk for the Adviser’s clients than if the Adviser did not engage in any such hedging
transactions.
The Adviser invests in equity securities of U.S. and non-U.S. issuers on behalf of its clients. The Adviser
also invests in fixed-income and debt securities on behalf of its clients. The Adviser may also invest in
other securities and instruments, including derivatives, on behalf of its clients. The following risks are
those most commonly associated with the types of securities and instruments in which the Adviser
primarily invests for its clients.
Equity Securities. The value of equity securities fluctuates in response to issuer, political, market,
and economic developments. Fluctuations can be dramatic over the short as well as long term,
and different parts of the market and different types of equity securities can react differently to
these developments. For example, large cap stocks can react differently from small cap stocks,
and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic
developments can affect a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole. Changes in the financial condition of a single issuer
can impact the market as a whole. Terrorism and related geo-political risks have led, and may in
the future lead, to increased short-term market volatility and may have adverse long-term effects
on world economies and markets generally.
Fixed-Income and Debt Securities. Investment in fixed-income and debt securities, such as asset-
backed securities, residential mortgage backed securities, commercial mortgage backed
securities, investment grade corporate bonds, non-investment grade corporate bonds, loans,
sovereign bonds and U.S. government debt securities and financial instruments that reference the
price or interest rate associated with these fixed-income securities, subject a client’s portfolios to
the risk that the value of these securities overall will decline because of rising interest rates.
Similarly, portfolios that hold such securities are subject to the risk that the portfolio’s income
will decline because of falling interest rates. Investments in these types of securities will also be
subject to the credit risk created when a debt issuer fails to pay interest and principal in a timely
manner or that negative perceptions of the issuer’s ability to make such payments will cause the
price of the debt to decline. The Adviser may also invest in debt securities on behalf of its clients
which are not protected by financial covenants or limitations on additional indebtedness. Most
fixed-income instruments trade in over-the-counter transactions and lack the benefit of
transparent exchange pricing. Bid and asks for these instruments are generally wider than equity
securities, and trading is less frequent. These factors may cause distortions and/or volatility in
the prices of fixed income-related instruments. Lastly, investments in debt securities may
fluctuate more in price, and be less liquid, than higher-rated securities because issuers of such
lower-rated debt securities are not as strong financially and are more likely to encounter financial
difficulties and be more vulnerable to adverse changes in the economy.
Interest Rate Risks. Generally, the value of fixed-income securities changes inversely with
changes in interest rates. As interest rates rise, the market value of fixed-income securities tends
to decrease. Conversely, as interest rates fall, the market value of fixed-income securities tends
to increase. The risk is greater for long-term securities than for short-term securities.
Non-U.S. Securities. Foreign securities, foreign currencies, and securities issued by U.S. entities
with substantial foreign operations can involve additional risks relating to political, economic, or
regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies,
withholding or other taxes, trading, settlement, custodial, and other operational risks, and the less
stringent investor protection and disclosure standards of some foreign markets. All of these
factors can make foreign investments, especially those in emerging markets, potentially more
volatile and less liquid than U.S. investments. In addition, foreign markets can perform
differently from the U.S. market.
Emerging Markets. There are greater risks associated with investments in securities of issuers
located in less developed countries than investments in securities of issuers located in the U.S.
and other developed markets. Political risk for many developing countries is a significant factor.
During certain social and political circumstances, governments may be involved in policies of
expropriation, confiscatory taxation, nationalization, intervention in the securities market and
trade settlement, and imposition of foreign investment restrictions and exchange controls. In
comparison to more developed markets, trading volumes in emerging markets may be lower,
which can result in a lack of liquidity and greater price volatility.
Derivatives. Derivative instruments, including options, warrants, forwards, futures and swaps,
in which clients invest are subject to the risk of nonperformance by the counterparty to such
instrument, including risks relating to the financial soundness and creditworthiness of the
counterparty. In addition, investments in derivative instruments may require a high degree of
leverage, meaning the overall contract value (and, accordingly, the potential for profits or losses
in that value) is much greater than the modest deposit used to buy the position in the derivative
contract. Derivative securities can also be highly volatile. The prices of derivative instruments
and the investments underlying the derivative instruments may fluctuate rapidly and over wide
ranges and may reflect unforeseeable events or changes in conditions, none of which can be
controlled by a client or the Adviser. Further, transactions in derivative instruments may not be
undertaken on recognized exchanges, which could expose the client’s account to greater risks
than regulated exchange transactions that provide greater liquidity and more accurate valuation
of securities.
Illiquid Instruments. Certain instruments may have no readily available market or third-party
pricing. Reduced liquidity may have an adverse impact on market price and the ability to sell
particular securities when necessary to meet liquidity needs or in response to a specific economic
event, such as the deterioration of creditworthiness of an issuer. Reduced liquidity in the
secondary market for certain securities may also make it more difficult for the Adviser to obtain
market quotations based on actual trades for the purpose of valuing a client’s portfolio. In some
cases, the relevant portfolio may be contractually prohibited from disposing of these securities
for a specified period of time.
Investors in the private funds should carefully review the appropriate legal documentation for the private
funds for a detailed description of the associated risks, and for a detailed description of fees, strategies,
affiliations, trading, brokerage practices, custody, investment discretion, voting and all other matters.
Cybersecurity Risk. The information and technology systems of the Adviser and of key service providers
to the Adviser and its clients may be vulnerable to potential damage or interruption from computer
viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons
and security breaches, usage errors by their respective professionals, power outages and catastrophic
events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Adviser has
implemented various measures designed to manage risks relating to these types of events, if these
systems are compromised, become inoperable for extended periods of time or cease to function properly,
it may be necessary for the Adviser to make a significant investment to fix or replace them and to seek
to remedy the effect of these issues. The failure of these systems and/or of disaster recovery plans for
any reason could cause significant interruptions in the operations of the Adviser or its client accounts
and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including
personal information.
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The Adviser has entered into contractual relationships with Ruane, Cunniff & Goldfarb L.P. (“RCG”)
(an investment adviser registered with the SEC) and Ruane, Cunniff & Goldfarb Inc. (the parent
company of RCG) (“Parent”), pursuant to which the Adviser receives support services from, and shares
certain personnel with, RCG and the Parent. The support services include, but are not limited to, the use
of certain facilities and office space of RCG, and certain general and administrative services. The
Adviser provides consideration to RCG for these services as agreed upon by the parties. In addition, the
compliance programs of the Adviser, RCG, Wishbone Management, LP (an investment adviser
registered with the SEC) and Hyperion Capital Advisors LP (an investment adviser registered with the
SEC) (together with RCG and Wishbone Management LP, each a “Related Adviser” and together the
“Related Advisers”), are administered by the same compliance personnel.
Mr. Alexander is a member of the Management Committee of RCG-GP LLC (the general partner of
RCG), a shareholder of the Parent, a member of RCG-GP LLC, a research analyst of RCG and a non-
voting member of the Investment Committee of RCG. Mr. Alexander is also a member of the
Management Committee of Hyperion Capital Advisors GP LLC (the general partner of Hyperion Capital
Advisors LP) and has ownership interests in Hyperion Capital Advisors LP and Hyperion Capital
Advisors GP LLC.
The Adviser’s arrangements with the Related Advisers give rise to potential conflicts of interest. For
example, a supervised person of the Adviser who is shared with a Related Adviser may have an incentive
to favor clients of the Related Adviser over clients of the Adviser. The Adviser has adopted and
implemented policies and procedures that are intended to address such conflicts of interest. Personnel
of the Adviser who are shared with a Related Adviser are subject to the compliance programs of the
Adviser and the Related Advisers, including the Codes of Ethics, and are considered “associated
persons,” as such term is defined under the Advisers Act, of the Adviser and such Related Adviser.
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Trading The Adviser has adopted a Code of Ethics (the “Code”) that obligates it and its supervised persons to
maintain high ethical standards, to put the interests of the Adviser’s clients before their own interests and
to act honestly and fairly in all respects in their dealings with clients. Under the Code, supervised persons
are required to comply with applicable federal securities laws, to preclear personal securities
transactions, including transactions with the clients and/or in the accounts of the Related Advisers, and
to disclose their securities transactions on a quarterly basis and holdings initially and on an annual basis.
Clients or prospective clients may obtain a copy of the Code by contacting Michael Sloyer, Chief
Compliance Officer of the Adviser, by mail at 9 West 57th Street, Suite 5000, New York, NY 10019-
2701 or by telephone at (212) 832-5280.
The Adviser and its supervised persons invest in securities that they recommend to clients
. This practice
presents a conflict because the Adviser or its supervised persons are in a position to trade in a manner
that could adversely affect clients. The Adviser requires its supervised persons to preclear personal
transactions in covered securities (and in cases of the acquisition of the beneficial ownership of any
security through an initial public offering (“IPO”) or Limited Offering) with a designated supervisory
person. A preclearance request may be denied if the requested transaction may have any adverse impact
on clients. To the extent the Adviser or its related person owns securities that the Adviser or the related
person also recommends to clients, such clients’ proxies will be voted according to predetermined
guidelines rather than subject to the Adviser’s (or its related person’s) discretion. Please refer to Item
17 for further information regarding the Adviser’s proxy voting policy and procedures.
Although orders for the Adviser’s clients are not aggregated with orders for the Related Advisers’ clients
or with personal trades of the Adviser’s supervised persons, the Adviser may from time to time buy or
sell securities for client accounts at or about the same time that a Related Adviser buys or sells the same
securities for its clients. In these situations, orders are processed when received. While this practice may
adversely affect the price at which a later order is executed, the Adviser seeks to minimize the conflicts
stemming from these situations and to ensure that its clients are treated fairly.
The Adviser and the Related Advisers, in the course of their investment advisory and other activities
(e.g., board or creditor committee service or service as officers or directors of publicly traded companies
by some of the Adviser’s or Related Advisers’ supervised persons), may come into possession of
confidential or material nonpublic information about public issuers, including issuers in which the
Adviser, the Related Advisers or their supervised persons have invested or seek to invest on behalf of
clients. The Adviser is prohibited from improperly disclosing or using such information for its own
benefit or for the benefit of any other person, regardless of whether such other person is a client. As part
of its Code of Ethics, the Adviser maintains and enforces an Insider Trading Policy with written policies
and procedures that prohibit the misuse of such information, or the communication of such information
to persons who do not have a legitimate need to know such information and to assure that the Adviser is
meeting its obligations to clients and remains in compliance with applicable law. In certain
circumstances, the Adviser may possess certain confidential or material, nonpublic information
(including as a result of its arrangements with the Related Advisers) that, if disclosed, might be material
to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such
information to the client or using such information for the client’s benefit. In such circumstances, the
Adviser will have no responsibility or liability to the client for not disclosing such information to the
client (or the fact that the Adviser possesses such information), or not using such information for the
client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide
reasonable assurances that it is complying with applicable law.
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The Adviser requires that it be provided with written authority to determine the broker-dealer to use for
client transactions and the commission costs that will be charged to clients for these transactions.
The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series
of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors
include net price, reputation, financial strength and stability and efficiency of execution. In selecting a
broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of
the broker-dealer’s compensation, the Adviser need not solicit competitive bids and does not have an
obligation to seek the lowest available commission cost. It is not the Adviser’s practice to negotiate
“execution only” commission rates, thus a client may be deemed to be paying for research, brokerage or
other services provided by a broker-dealer which are included in the commission rate. The Adviser’s
Best Execution and Soft Dollar Committee meets periodically to evaluate the broker-dealers used by the
Adviser to execute client trades using the foregoing factors.
The Adviser receives research and research-related services other than execution from broker-dealers
and third parties in connection with client securities transactions. This is known as a “soft dollar”
relationship. The Adviser limits its use of “soft dollars” to obtain research and research-related services
to services that constitute research within the meaning of Section 28(e) of the Securities Exchange Act
of 1934, as amended (“Section 28(e)”). Research services within Section 28(e) may include, but are not
limited to, research reports (including market research); certain financial newsletters and trade journals;
software providing analysis of securities portfolios; corporate governance research and rating services;
attendance at certain seminars and conferences; discussions with research analysts; meetings with
corporate executives; consultants’ advice on portfolio strategy; and data services (including services
providing market data, company financial data and economic data).
The Adviser has entered into client commission arrangements pursuant to which the Adviser may execute
transactions through a broker-dealer and request that the broker-dealer allocate a portion of the
commissions or commission credits to another firm that provides research and research-related services
to the Adviser. Research and research-related services obtained by the Adviser using client commissions
are used by the Adviser in its other investment activities, including for the benefit of other client accounts.
The Adviser does not seek to allocate soft dollar benefits to client accounts proportionately to the soft
dollar credits the accounts generate.
When the Adviser uses client commissions to obtain Section 28(e) eligible research and research-related
services, the Adviser’s Best Execution and Soft Dollar Committee meets periodically to review and
evaluate its soft dollar practices and to determine in good faith whether, with respect to any research or
research-related services received, the commissions used to obtain those services were reasonable in
relation to the value of the research or research-related services. This determination will be viewed in
terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or
portfolios over which the Adviser exercises investment discretion.
The use of client commissions to obtain research and research-related services raises conflicts of interest.
For example, the Adviser will not have to pay for the research and services itself. This creates an
incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those
research products and services.
The Adviser seeks to aggregate client trades where possible and when advantageous to clients. The
average price is obtained and applied to those accounts participating in an aggregated trade, but
commissions for each participating account are charged separately. The Adviser has various procedures
regarding the aggregation of trades, including, among others, seeking best execution, not favoring any
client(s) over any others and preparing allocation tickets for each trade.
The Adviser may effect cross transactions between discretionary client accounts. A cross transaction is
a transaction between two discretionary advisory clients for which the Adviser acts as an investment
adviser for each client on both sides of the transaction and for which the Adviser receives no
compensation in connection with the transactions other than the receipt of its advisory fee. The Adviser
has potentially conflicting division of loyalties and responsibilities regarding both parties to cross
transactions.
As a matter of policy, the Adviser does not engage in principal transactions with its advisory clients.
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Mr. Alexander continually reviews the client portfolios for which the Adviser provides investment
advisory services. A client’s investors receive reports from the client pursuant to the terms of each fund’s
offering memoranda or as otherwise described in the offering document of the client.
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The Adviser receives certain research or other products or services from broker-dealers through “soft-
dollar” arrangements. These “soft-dollar” arrangements create an incentive for the Adviser to select or
recommend broker-dealers based on the Adviser’s interest in receiving research or other products or
services and may result in the selection of a broker-dealer on the basis of considerations that are not
limited to the lowest commission rates and may result in higher transaction costs than would otherwise
be obtainable by the Adviser on behalf of its clients. Please see Item 12 for further information on the
Adviser’s use of soft-dollars, including the Adviser’s procedures for addressing conflicts of interest that
arise from such practices.
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The Adviser provides investment advisory services on a discretionary basis to pooled investment
vehicles and private funds. The Adviser makes recommendations based on the investment objective and
strategy of the relevant fund as to specific securities or other investments the fund may purchase or sell
and is involved in effecting such purchase or sale. Prior to assuming discretion in managing a client’s
assets, the Adviser enters into an investment management agreement or other agreement that sets forth
the scope of the Adviser’s discretion. Unless otherwise instructed or directed by a discretionary client,
the Adviser has the authority to determine (i) the securities to be purchased and sold for the client account
(subject to restrictions on its activities set forth in the applicable investment management agreement and
any written investment guidelines), (ii) the amount of securities to be purchased or sold for the client
account, (iii) the broker-dealer to be used for the purchase or sale of securities for a client’s account, and
(iv) the commission rates to be paid to a broker-dealer for a client’s securities transactions.
There may be differences among clients in invested positions and securities held. The Adviser’s portfolio
manager submits an allocation statement to the Adviser’s trading desk describing the allocation of
securities to (or from) client accounts for each trade or order submitted. The portfolio manager may
consider the following factors, among others, in allocating securities among clients: (i) client investment
objectives and strategies; (ii) client risk profiles; (iii) tax status and restrictions placed on a client’s
portfolio by the client or by applicable law; (iv) size of the client account; (v) nature and liquidity of the
security to be allocated; (vi) size of available position; (vii) current market conditions; and (viii) account
liquidity, account requirements for liquidity and timing of cash flows. Although it is the Adviser’s policy
to generally allocate investment opportunities to eligible client accounts on a pro rata basis (based on the
value of the assets of each participating account relative to the value of the assets of all participating
accounts), the above-listed factors and other factors, which are relevant at the time of an allocation, may
lead the portfolio manager to allocate securities to client accounts in varying amounts or to determine
that a client account should not receive an allocation of securities. Even client accounts that are typically
managed on a pari passu basis may from time to time receive differing allocations of securities.
Allocations of securities received in initial public offerings, secondary offerings or limited offerings will
be made among eligible investors as described in the paragraph above and in accordance with the
Adviser’s policies and procedures.
If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances
to determine an appropriate course of action. To the extent that trade errors occur, the Adviser seeks to
ensure that its clients’ best interests are served.
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The Adviser has adopted Proxy Voting Policies and Procedures (“Procedures”) that are designed to
address how the Adviser votes proxies when it has been delegated proxy voting authority. The
Procedures require that the Adviser identify and address conflicts of interest between the Adviser and its
clients in connection with voting proxies. If a material conflict of interest exists, the Adviser will
determine whether voting in accordance with the guidelines set forth in the Procedures is in the best
interests of the client or whether to take some other appropriate action.
The Adviser generally votes in favor of routine corporate housekeeping proposals, including the election
of directors (where no corporate governance issues are implicated). The Adviser generally votes against
poison pills and proposals for compensation plans deemed to be excessive. For all other proposals, the
Adviser will determine whether a proposal is in the best interests of its clients and may take into account,
among others, the following factors: (i) whether the proposal was recommended by management and the
Adviser's opinion of management; (ii) whether the proposal acts to entrench existing management; and
(iii) whether the proposal fairly compensates management for past and future performance.
Clients may obtain a copy of the Adviser's Procedures and information about how the Adviser voted a
client’s proxies by contacting Michael Sloyer by mail at the office of the Adviser, 9 West 57th Street,
Suite 5000, New York, NY 10019-2701 or by telephone at (212) 832-5280.
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Open Brochure from SEC website