ADVISORY BUSINESS
A. General Description of Advisory Firm
1. Canvas Capital S.A. Canvas Capital S.A. (the “Investment Adviser”, “we” and “us”), is a sociedade anônima organized under the laws of Brazil that was incorporated in 2012. Our principal place of business is located in São Paulo. We have one additional office located in Rio de Janeiro. We are controlled by our principal owner, Mr. Antonio Quintella (the “Principal Owner”), who is a member of Canvas Participações Ltda., a Brazilian sociedade limitada, which is a shareholder of, and controls, the Investment Adviser (the “Investment Adviser Parent Company”). The Investment Adviser Parent Company has ultimate responsibility for our management, operations and investment decisions.
B. Description of Advisory Services
This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. In particular, we have solely provided information with respect to US clients or funds with US investors. 1. Funds Not Offered to US Investors The Investment Adviser’s operations and personnel are all located in Brazil. The Investment Adviser provides discretionary investment management services to several Brazilian clients, including pooled investment vehicles, that are not US entities and have no US investors (such clients, the “Brazilian Clients”). The Investment Adviser has tailored this Brochure to reflect information with respect to the investment strategies, fees, expenses and risks associated with the services that the Investment Adviser provides to US clients or investment funds offered to US investors. Information pertaining to the Investment Adviser’s services to the Brazilian Clients is available upon request. To the extent that material conflicts of interest exist between the Funds or Managed Accounts and the Brazilian Clients, such conflicts will be disclosed herein. 2. Credit Investment Advisory Services The “Credit Funds” comprise of Canvas P Liquid Distressed Master Fund L.P., a Delaware limited partnership (“Canvas P Credit Fund”) and Canvas Distressed Credit Fund L.P., a Delaware limited partnership (the “Distressed Credit Fund”). Canvas P Distressed Master Fund General Partner Ltd., a Cayman Islands exempted limited partnership (the “Canvas P General Partner”) and Canvas Distressed Master Fund General Partner Ltd., a Cayman Islands exempted company (the “Distressed Credit General Partner”) serve as general partners for the Canvas P Credit Fund and the Distressed Credit Fund, respectively. The Canvas P General Partner serves as a general partner to the Canvas P Credit Fund, and the Distressed Credit General Partner serves as a general partner to the Distressed Credit Fund. The Credit Funds may invest substantially all or a portion of their assets through one or more investment vehicles organized under Brazilian law. Canvas Cayman Holdings, Ltd., a Cayman Islands exempted company, is an affiliate of the Investment Adviser and serves as the sole owner and controls the Canvas P General Partner and Distressed Credit General Partner. The Credit Funds are referred to collectively as the “Funds”.
MANAGED ACCOUNTS
In addition, the Investment Adviser may serve as an investment adviser with discretionary trading authority over, and provide discretionary advisory services to, separately managed accounts (the “Managed Accounts”. Boston Patriot St Charles LLC The Investment Adviser and Boston Patriot St Charles LLC, a Massachusetts limited liability fund (“Boston”), entered into by and between the Investment Management Agreement dated as of August 15, 2017 and effective as of October 20, 2017 (“IMA”), as amended, whereby Boston appointed the Investment Adviser to serve as Boston’s discretionary investment manager related to the credit strategy, pursuant to the terms and restrictions set forth by the IMA. As used herein, the term “client” generally refers to each Fund and each beneficial owner of a Managed Account. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-”U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. 3. Investment Strategies and Types of Investments The Investment Adviser’s investment strategy with respect to the Credit Funds is to provide clients with capital appreciation with attractive risk-adjusted returns and low correlation to the overall equity and credit markets through a portfolio of Brazilian long-biased, opportunistic, stressed, distressed, federal claims and special situation credit-related investments that provide in most cases the downside protection of credit instruments. The portfolio may include government issuers, companies or entities predominantly located in Brazil or otherwise having their primary business in Brazil, federal claims, distressed leveraged loans, distressed bonds, senior unsecured loans, senior secured loans, bankruptcy and post-bankruptcy securities and other event-driven credit special situations. The Investment Adviser’s investment strategy with respect to the macro strategy is to achieve capital appreciation by trading and investing, both long and short, in a wide range of securities and instruments, including but not limited to fixed income securities, currencies, equities, commodities, and related derivatives. The Investment Adviser may also invest, generally to a lesser degree, in securities and instruments from outside Brazil in circumstances in which the Investment Adviser, in its sole discretion, deems it to be consistent with the macro strategy’s investment objectives. The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers to its clients, and investment strategies pursued and investments made by the Investment Adviser on behalf of its clients, should not be understood to limit in any way the Investment Adviser’s investment activities. The Investment Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Investment Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies that the Investment Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved.
C. Availability of Customized Services for Individual Clients
Our investment decisions and advice with respect to each Fund will be subject to each Fund’s investment objectives and guidelines, as set forth in its respective offering documents. Similarly, our investment decisions and advice with respect to each Managed Account are subject to each client’s investment objectives and guidelines, as set forth in the client’s investment management agreement, as well as any written instructions provided by the client to us.
D. Wrap Fee Programs
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management
We manage, on a discretionary basis, approximately $1.2 billion (USD) of client assets (including assets attributable to the Brazilian Clients), rounded to the nearest $100,000, determined as of December 31, 2018. We manage, on a non-discretionary basis, approximately $170 million (USD) of client assets, rounded to the nearest $10,000, determined as of December 31, 2018. please register to get more info

FEES AND COMPENSATION
A. Advisory Fees and Compensation
The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. The fees applicable to each Managed Account are set forth in detail in each Managed Account’s investment management agreement. A brief summary of such fees is provided below. 1. Distressed Credit Fund (a) Management Fee Generally, the Distressed Credit Fund pays the Investment Adviser a fee for investment management services (the “Management Fee”) for each fiscal quarter equal to between 1.25-1.75% (on an annualized basis) of the quarter-beginning balance in each such investor’s capital account (without taking into account any accrued Incentive Allocation (as defined below). The Management Fee is calculated and paid in advance but is amortized monthly by the Distressed Credit Fund over the quarter for which such Management Fee is paid. The Management Fee will be prorated for any capital contribution or withdrawal by an investor that is effective other than as of the first day of a quarter. In the event of a withdrawal by an investor other than as of the last day of a quarter, the Investment Adviser will pay to the Distressed Credit Fund an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in such quarter, and the Distressed Credit Fund will distribute such amount to the withdrawing investor. In the sole discretion of the Distressed Credit Fund General Partner, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. (b) Incentive Allocation Generally, at the end of each fiscal year of the Distressed Credit Fund, the Distressed Credit Fund General Partner is entitled to an incentive allocation (the “Incentive Allocation”) in an amount equal to between 15-20% of the net capital appreciation, allocated to each limited partner’s capital account, subject to a cumulative hurdle, vesting restrictions and a loss recovery mechanism. In the event that the Distressed Credit Fund is terminated or an investor withdraws other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time to the Distressed Credit Fund General Partner, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. In the sole discretion of the Distressed Credit Fund General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. 2. Canvas P Credit Fund (a) Management Fee Generally, the Canvas P Credit Fund pays the Investment Adviser a Management Fee in arrears as of the end of each month equal to 0.8% (on an annualized basis) of the balance of each capital account of a limited partner (without taking into account any accrued incentive allocation). In the sole discretion of the Investment Adviser, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. (b) Incentive Allocation Generally, at the end of each fiscal year, the Canvas P Credit Fund reallocates from each capital account of each limited partner to the capital account of the Liquid Credit General Partner an amount equal to between 0-15% of the net capital appreciation allocated to such capital account of such limited partner, subject to a loss carryforward mechanism. In the event that the Canvas P Credit Fund is terminated or an investor withdraws other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time to the Liquid Credit General Partner, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. In the sole discretion of the Liquid Credit General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. 3. Managed Accounts All fees for Managed Accounts are subject to negotiation and established pursuant to each Managed Account’s investment management agreement. Generally, the investment management agreements are terminable upon receipt by either party from the other of prior written notice of termination and after the expiration of the specified notice period and the client will be entitled to any unearned prepaid portion of the Management Fee to the extent applicable.
B. Payment of Fees
Fees and compensation paid to the Investment Adviser or its affiliates by the Funds or Managed Accounts are generally deducted from the assets of such clients. As discussed above, Management Fees are generally deducted on a quarterly or monthly basis and Performance Compensation is generally deducted on an annual basis.
C. Additional Fees and Expenses
Each client bears its own expenses, including, without limitation, the Management Fee; the Performance Compensation, organizational expenses (including organizational expenses related to vehicles formed for the purpose of pursuing investments), investment-related expenses (e.g., expenses related to the investment of the Clients’ assets, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, bank service fees, custodial fees, interest expenses, expenses relating to consultants, attorneys, brokers or other professionals or advisers who provide research, advice or due diligence services with regard to investments, appraisal fees and expenses, and investment banking expenses); legal expenses; taxes; accounting, audit, tax preparation and other tax-related expenses (including the cost of accounting software packages); research-related expenses (including, but not limited to, Bloomberg services and third-party independent research services); fees of the Funds’ administrator (the “Administrator”) and related costs; the costs of third-party pricing services and price quotation services; costs of printing and mailing reports and notices; costs of directors’ and officers’ insurance policies and other liability insurance covering the Investment Adviser, its affiliates, and their respective employees, agents and affiliates; corporate licensing; government fees; regulatory expenses (including, but not limited to, filing fees); fees payable to Fund directors; the costs of errors and omissions insurance for the Funds, the Investment Adviser and its affiliates; Fund director travel expenses; IT expenses; for certain clients facilities rent and base salaries of Investment Adviser staff adjusted for proportion of time devoted to matters related to such clients; interest including on borrowings; securities lending fees and expenses; placement agent fees; corporate licensing costs; extraordinary legal fees and expenses such as relating to litigation, investigation or examination; indemnification expenses; taxes (such as withholding or transfer taxes, or entity-level taxes) payable by the Funds; investment-related travel expenses; costs and expenses relating to currency exchange; costs and expenses relating to the currency hedging of the different Fund tranches; costs and expenses relating to compliance with any agreements between the Funds and any investor; and extraordinary expenses and other similar expenses related to the Funds, as the Investment Adviser determines in its sole discretion. Certain client agreements may provide for expense caps or other limitations on expenses.
D. Prepayment of Fees
Most Clients pay the Investment Adviser the Management Fee in advance based on the net asset value of each client. In the event that a client’s net asset value is reduced in connection with a withdrawal or redemption by an investor of such client other than as of the last day of the quarter or month (as applicable), the Investment Adviser will pay such client an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in the relevant calculation period, and (in the case of Funds), the Fund will distribute such amount to the investor.
E. Additional Compensation and Conflicts of Interest
Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
We and our affiliates accept performance-based compensation from every client (other than clients that are not assessed performance-based compensation because it is assessed through another entity in a single master-feeder or similar structure). As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. In addition, as discussed above, the Investment Adviser’s Performance Compensation is subject to a loss carryforward mechanism. As a result of this provision, it is possible that there will be scenarios where – even among clients that are all subject to the assessment of Performance Compensation – one or more clients will be effectively assessed only a fixed management fee (until the client’s net asset value satisfies any “catch up” or similar requirement). In such a case, the variation in the potential receipt of actual Performance Compensation among our clients may create an incentive for us disproportionately to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that are more likely to generate Performance Compensation from profitable investment or trading activity. We are committed to allocating investment opportunities on a fair and equitable basis and have established policies and procedures to address the conflicts of interest described above. please register to get more info

TYPES OF CLIENTS
We provide investment advice to the Funds, as described above in Item 4.B of this Brochure. We provide investment advice to the Managed Accounts for institutional investors. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies
The descriptions set forth in this Brochure of specific advisory services that we offer to clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. We have divided the presentation of our investment strategies into two sections relating to the Credit Investment Strategy and the macro strategy, respectively. 1. Credit Investment Strategy The investment strategies detailed in this section relate to the Credit Investment Strategy pursued by certain Clients of the Investment Adviser. Please refer to the governing documents or Confidential Memorandum applicable to a specific Client for information relating to its strategy. The Investment Adviser’s investment objective with respect to the Credit Investment Strategy is to provide its Clients with capital appreciation with attractive risk-adjusted returns and low correlation to the overall equity and credit markets through a portfolio of Brazilian long-biased, opportunistic, stressed, distressed and special situation credit-related investments that provide in most cases the downside protection of credit instruments. Client portfolios may include distressed leveraged loans, distressed bonds, senior secured loans, bankruptcy and post-bankruptcy securities and other event- driven credit special situations. In spite of the recent improvement in macroeconomic fundamentals in Brazil, a relatively long period of economic recession (from 2014 through 2016) created a significant opportunity to invest in distressed assets. The Investment Adviser believes it is well positioned to capture this opportunity for its Clients. The Investment Adviser prioritizes capital preservation. The Investment Adviser’s investment approach relies on a few key principles:  Diversification;  Mitigation of tail risk exposures;  Liquidity profile that avoids forced asset liquidation; and  Worst-case scenario assessments for in-court and out-of-court recoveries. The Investment Adviser understands markets are mostly efficient. Therefore, The Investment Adviser’s personnel must be specialists and seek to identify distinctive investment opportunities. The Investment Adviser believes it is able to do this by:  Having a regional focus;  Developing proprietary research;  Identifying niches with less efficient market dynamics;  Having analysts, traders and lawyers who specialize in specific markets and instruments; and  Creating a proper incentive structure to attract and align individual talent. The Investment Adviser aims at building alpha in the long term and in a gradual manner. The Investment Adviser understands that a disciplined investment process with a formal decision-making framework is key to achieve this objective. The Investment Adviser believes a well-structured portfolio construction process can leverage its alpha generation capabilities to reach a better risk/return relation. In order to yield efficient portfolios, capital allocation must take into consideration correlations, tail risks, non- linearities and liquidity constraints. With respect to liquid assets, the Investment Adviser has pre-determined limits set forth by the Investment Adviser’s Risk Division in order to purchase such assets in accordance with the Investment Adviser’s Risk Policy. With respect to the purchase of illiquid assets by a fundo de investimento em direitos creditórios não padronizados (“FIDC-NP”) established for the relevant client by the Investment Adviser, the Investment Adviser generally follows the following purchase process: (a) Phase 1: internal legal and financial review of the documents related to the purchase of the relevant illiquid asset; and (b) Phase 2: the purchase of such asset must be approved by the Investment Committee of the Brazilian vehicle through which such assets are purchased, which is an FIDC-NP, in accordance with the FIDC-NP’s investment policy. The Investment Adviser is expected to invest on behalf of its Clients opportunistically in a wide range of investments that will primarily involve two broad categories of investment focus: (i) distressed securities and assets (e.g., non-performing loans, corporate debt and structured loans), and (ii) Brazilian Federal Claims. The Investment Adviser may pursue investments on behalf of Clients in other areas, including, without limitation, lending and real estate, depending on, among other things, the perceived opportunities and expected returns, as determined by the Investment Adviser in its sole discretion. The Investment Adviser may cause its Clients to invest in the debt of distressed companies, including debt with varying terms with respect to collateral, relative seniority or subordination, purchase price, convertibility, interest requirements and maturity (e.g., bonds, debentures and notes, trust certificates and commercial paper and trade claims) and publicly traded equity and equity-related securities of distressed companies, including preferred stock, convertible preferred stock, common stock and warrants. The Investment Adviser may also cause its Clients to invest in debt that the Investment Adviser believes is undervalued because of operational inefficiencies or market dislocations, even when the market generally does not view such debt, or its issuer, as distressed. The Investment Adviser may, from time to time, cause its Clients to adopt a temporary defensive investment strategy by investing in investment grade and/or U.S. and Brazilian government securities, money market funds, commercial paper, certificates of deposit and other money market instruments and interest-bearing accounts. Client investments may be concentrated in one or more of the asset types described above, and may not involve others, in each case based on the Investment Adviser’s evaluation of the most attractive opportunities. 2. Macro Strategy The investment strategies detailed in this section relate to the macro strategy pursued by certain Clients of the Investment Adviser. Please refer to the governing documents or Confidential Memorandum applicable to a specific Client for information relating to its strategy. The Investment Adviser will seek to achieve its Clients’ investment objectives by trading and investing, both long and short, in a wide range of securities and instruments, including but not limited to fixed income securities, currencies, equities, commodities, and related derivatives, issued by, or representing an investment in, government issuers, companies or entities predominantly located in Brazil or otherwise having their primary business in Brazil, as determined by the Investment Adviser in its discretion. The Investment Adviser will also invest on behalf of its Clients, generally to a lesser degree, in securities and instruments from outside Brazil in circumstances in which the Investment Adviser, in its sole discretion, deems it to be consistent with the applicable Clients’ investment objectives. The Investment Adviser will make investments on behalf of Clients that seek to take advantage of market opportunities when they occur. The investment objective does not assume outperforming any specific benchmark or index. The Investment Adviser anticipates that a portion of its Clients’ portfolios may be invested in accordance with a “macro” strategy involving the securities of Brazilian issuers and other Brazilian assets, as determined by the Investment Adviser in its discretion. The Investment Adviser will seek to manage the “macro” portion of its Clients’ portfolio with a view to anticipating, reacting to, or hedging against governmental measures and market developments relating to or affected by monetary policy, exchange rate policy, fiscal policy and similar policies adopted or modified by the Brazilian government or other governments in a manner that the Investment Adviser considers relevant to the Brazilian economy. Monetary policy. The Brazilian government’s monetary policy may focus on inflation management measures, such as through central bank modifications of the benchmark Sistema Especial de Liquidação e Custodia (“SELIC”) interest rate. Prices and yields on fixed income securities in which Clients may invest may be significantly affected by measures relating to the benchmark interest rate and broader changes to interest rates in the Brazilian financial markets. Fiscal policy. The Investment Adviser’s focus on Brazil’s fiscal policy involves consideration of governmental spending levels, trends in the relative size of the public sector, governmental debt levels, surpluses, deficits, interest rates on government borrowing, reserves, tax collections and enforcement, foreign balance of payments, and similar measures. The Investment Adviser will seek to take account of the stability or instability of Brazil’s fiscal situation in managing its Clients’ portfolio assets. Exchange rate policy. Official exchange rate policies may be expressed in the form of, for example, tax and other restrictions to limit capital inflows or outflows, or interventions such as through entering into swaps to manage exchange rates. Broader market forces across the globe, significant international events, or the actions of other governments also may affect exchange rates of various currencies relative to the Brazilian Real which may result in gains or losses for Clients’ currency positions. The Investment Adviser does not undertake to invest any particular percentage of its Clients’ assets in the foregoing macro strategy, and on determining in its discretion that other strategies may be more favorable to a Client, may cease to employ such strategy at any time without advance notice to the applicable Client. Derivative transactions may be used to either seek higher returns or hedge overall market risk and may include, but not be limited to, buying and writing covered or uncovered put or call options on stock, stock indexes, commodities and their respective forward and future contracts and repurchase agreements, call and put options on commodities, forward currency contracts and currency futures contracts, call or put options on foreign currency, interest rate transactions such as interest rate futures contracts and interest rates swaps. Except as otherwise expressly provided in this Brochure, the Investment Adviser will have complete flexibility as to the instruments and markets in which it may invest and the investment techniques it may use in relation to the investment strategies and objectives. Investments not denominated in, or linked to, U.S. dollars may be hedged against the U.S. exchange rate at the Investment Adviser’s sole discretion. Any excess funds will normally be left on cash or invested in money market instruments or in such other instruments or assets as otherwise deemed appropriate by the Investment Adviser. Any income earned from such investments will be ordinarily reinvested by the Investment Adviser in accordance with its investment program. 3. Additional Disclosures Relating to Investment Strategies While the foregoing description of the Investment Adviser’s investment strategies reflects the Investment Adviser’s current intentions with respect to current market conditions, the Investment Adviser may vary those objectives and strategies to the extent it determines that doing so will be in the best interests of the applicable Clients. The Investment Adviser’s investment strategies are speculative and entail substantial risks. There can be no assurance that the investment objectives of the Investment Adviser will be achieved, and results may vary substantially over time.
B. Material, Significant or Unusual Risks Relating to Investment Strategies
The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by the Investment Adviser. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Investment Adviser. The risk factors detailed herein may relate to one or more investment strategies pursued by the Investment Adviser, and certain risk factors may overlap between multiple strategies. The Investment Adviser has not indicated below whether any particular risk factor applies to a specific strategy only. Please see the Confidential Memorandum or other governing documents for the applicable Clients for a comprehensive set of risk factors pertaining to the investment strategy pursued by such Clients. There can be no assurance that the Investment Adviser’s investment objective will be achieved or that the Investment Adviser will have success in implementing any stated investment strategies. Borrowing & Leverage. The Investment Adviser may use leverage to create a larger and broader portfolio of investments for Clients, subject to the limitations imposed under applicable credit and margin regulations. Borrowings can enable the Investment Adviser to obtain a greater return on its capital than it would otherwise be possible, if gains realized on securities purchased with borrowed funds exceed the interest paid on the borrowing. In such case, the value of a Client’s portfolio will rise more quickly than it would otherwise be the case. On the other hand, if investment gains fail to cover interest costs, or if there are losses, the value of a Client’s portfolio would decline faster than it would otherwise be the case. The Investment Adviser may also borrow money in order to meet a Fund investor’s withdrawals or redemptions requests. The use of borrowing and leverage are not subject to any limitations. The Investment Adviser may also leverage Clients’ assets by entering into reverse repurchase agreements whereby Clients effectively borrow funds on a secured basis by “selling” interests in investments to a financial institution for cash and agreeing to “repurchase” such investments at a specified future date for the sales price paid plus interest at a negotiated rate. The Investment Adviser may also cause Clients to enter into arrangements to secure leverage whereby substantially all of its capital may be used for margin or collateral deposits. If the value of the Clients’ investments fall below the margin or collateral level required by a lender, additional margin or collateral deposits would be required. If a Client were unable to satisfy any margin or collateral call by a lender, such lender could liquidate the Client’s position in some or all the investments that may be in the Client’s account at such lender and cause the Client to incur significant losses. The failure to satisfy a margin or collateral call, or the occurrence of other material defaults under the Client’s financing agreements, may trigger cross- defaults of the Clients’ agreements with other brokers, lenders, clearing firms or other counterparties, multiplying the adverse impact to the Clients. In the event of a sudden decrease in the value of a Client’s assets, the Investment Adviser might not be able to liquidate the Client’s assets quickly enough to satisfy its margin or collateral requirements. In that event, Clients may become subject to claims of financial intermediaries that extend credit. Such claims may exceed the value of the assets in a Client’s portfolio. The banks and dealers that provide financing to Clients can apply essentially discretionary margin, haircut, financing and collateral valuation policies. Changes by banks and dealers in any of the foregoing may result in large margin or collateral calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can be no assurance that Clients will be able to secure or maintain adequate financing. Margin interest rates tend to fluctuate with interest rates generally, and Clients are at risk that interest rates generally, and margin interest rates in particular, will increase, thereby increasing the Clients’ expenses. Clients will bear the foregoing risks by employing leverage. Any credit facility entered into by Clients in connection with their utilization of leverage may contain a number of common covenants, some of which might, among other things, restrict the ability of Clients to (i) acquire or dispose of certain types of assets; (ii) incur additional indebtedness; (iii) make cash distributions; (iv) create liens on all or some of the Clients’ assets; and (v) otherwise restrict activities of Clients. In addition, such a credit facility might require a Client to comply with financial covenants, such as minimum interest coverage ratios and maximum leverage ratios. The failure to maintain a debt-to- equity ratio at levels specified in any borrowings may result in additional borrowings being unavailable, cash being diverted to amortize principal of outstanding borrowings, or the liquidation of Clients’ investments in order to satisfy such limitations. In the event that a Client defaults under a credit facility, the provider of such facility may be entitled to accelerate such facility and take possession of the Clients’ assets pledged thereunder. Securities Lending. In order to generate additional income or access certain markets, the Investment Adviser may cause a Client to lend securities from its portfolio to securities firms and financial institutions. In such transactions, the Client will receive any interest or dividends paid on loaned securities, and any gain or loss in the market value of the loaned securities which may occur during the term of the loan will be for the account of the Client. In addition, a Client can be paid a premium for the loan. The risk in lending portfolio securities, as with other extensions of credit, consists of possible delay or impossibility in recovery of the securities or possible loss of rights in the collateral, should the borrower fail financially. Risk Management. The Investment Adviser intends to actively manage risk on multiple levels, utilizing different analytical and statistical tools. These calculations may be applied on the then-current strategies and segment levels of the Investment Adviser. While the Investment Adviser will carefully and periodically monitor the risk exposure of its Clients’ portfolios, there is no assurance that this monitoring will prevent the occurrence of severe adverse events at any given time. Risk may also be managed indirectly by the funds, if any, in which Clients invest. The risk management strategies and limits of the Investment Adviser may vary over time. Other strategies. Although not the Investment Adviser’s focus, certain investments may be in U.S. issuers whose businesses have a domestic focus. The Investment Adviser may employ leverage, subject to any limits specified in the governing documents applicable to a Client, through borrowing and the use of derivatives, for both speculative and hedging purposes. Risks Relating to Investments in Brazil Brazilian and Other Foreign Investment Risk. From a U.S. perspective, the risks of investing in securities of Brazilian and other foreign issuers, securities or contracts traded on foreign exchanges or in foreign markets, or securities or contracts payable in foreign currency. Investing in foreign investments entails risks beyond those of domestic investing. These include, but are not limited to: (1) significant changes in currency exchange rates; (2) possible imposition of market controls or currency exchange controls; (3) possible imposition of withholding taxes on dividends and interest; (4) possible seizure, expropriation or nationalization of assets or confiscatory taxation; (5) more limited foreign financial information or difficulty in interpreting it because of foreign regulations and accounting standards; (6) lower liquidity and higher volatility in some foreign markets; (7) political, economic or social instability or adverse diplomatic events; (8) the difficulty of evaluating some foreign economic trends; (9) the possibility that a foreign government could restrict an issuer from paying principal and interest to investors outside the country; and (10) potential rapid price inflation or deflation. Brokerage commissions and transaction costs are often higher for foreign investments, and it may be harder to use foreign laws and courts to enforce financial or legal obligations. Economic Factors. The Brazilian economy differs from the economies of the United States or Western European countries in such respects as general development, wealth distribution, inflation rate, volatility of the rate of growth of gross domestic product, capital reinvestment, resource self-sufficiency and balance of payments position, among others. In particular, over some periods, Brazil has experienced substantial and, over some periods, extreme and volatile inflation rates and fluctuations in the value of its currency. Inflation and rapid fluctuations in currency values have had and may continue to have negative effects on the economy and securities markets of Brazil. Also, economic and market conditions abroad may influence the Brazilian economy and investors’ perception of economic conditions in Brazil. For example, the Asian economic crisis and the 1998 Russian debt moratorium and devaluation of the Russian currency triggered significant securities market volatility and declines in market indices in Brazil and other emerging market countries’ securities markets. The market value of Brazilian assets may therefore be adversely affected by events occurring outside of Brazil, especially in other emerging market countries. In 2008 and 2009 Brazil was awarded investment-grade status by three rating agencies (Standard & Poor’s, Fitch, and Moody’s), but the country lost this status in 2015 (Standard & Poor’s and Fitch) and 2016 (Moody’s) following the deterioration in economic and fiscal conditions. Economic institutions in Brazil are continuing to evolve and they still trail more developed markets in certain respects. Certain enterprises continue to operate under inefficient management structures and with little accountability. Market institutions have not yet developed in such a way as to allocate resources efficiently among firms. In addition, while basic bankruptcy laws are evolving, there is insufficient experience in Brazil to ensure that such laws will permit the orderly liquidation of inefficient firms. Brazilian Government’s Role in Economy. In the past, the Brazilian economy was characterized by frequent and occasionally drastic intervention by the Brazilian government – the government’s actions to control inflation have often involved wage and price controls as well as other interventionist measures, such as freezing bank accounts, which occurred in 1990, and imposing capital controls. Although such interventions have been decreasing in magnitude and frequency since the adoption of the Brazilian Real monetary currency in Brazil in 1994, in some periods the Brazilian government has often changed monetary, credit, tariff and other policies to influence the course of Brazil’s economy. . Changes in policies involving tariffs, exchange controls, regulations and taxation could adversely affect the assets of the Investment Adviser held on behalf of its Clients in Brazil, as could the Brazilian government’s response to inflation, devaluation, social instability and other political, economic or diplomatic developments. However, the Investment Adviser has no control over and cannot predict what measures or policies the Brazilian government may take in the future. The Investment Adviser’s businesses, financial condition and results of operations may be adversely affected by changes in policy or regulations involving or affecting such general economic factors as:  Brazilian economic growth;  Currency fluctuations;  Inflation;  Exchange control policies (including payment restrictions on foreign currency indebtedness);  Interest rates;  Liquidity of domestic capital and lending markets;  Social instability;  Price instability;  Fiscal and regulatory policies and changes in tax laws; and  Other political, diplomatic, social and economic developments in or affecting Brazil. Uncertainty over whether the Brazilian federal government will implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil. The Investment Adviser cannot predict what future fiscal, monetary, social security and other policies will be adopted by the current Brazilian federal government or future Brazilian governments. Presidential elections, along with political and economic transition in Brazil, may result in potential changes in administration or other developments that may adversely affect the Investment Adviser’s business and financial results. The Investment Adviser cannot predict whether any future policies to be adopted by Brazilian government will result in adverse consequences to the Brazilian economy, to the Investment Adviser’s business, results of operations or financial condition or prospects. While the Investment Adviser intends to manage its Clients’ investments in a manner that will minimize their exposure to such risks, there can be no assurance that adverse political or economic changes will not cause Clients to suffer losses. Internal Political and Economic Instability. Historically, the performance of the Brazilian economy has been affected by Brazil’s political environment. Political crises have affected investor confidence in Brazil, which adversely affects the development of the economy. Any such development may have a material adverse effect on the Investment Adviser’s business. Inflation in Brazil. Before the adoption of the Brazilian Real, Brazil has in the past experienced high rates of inflation, with annual inflation rates as measured by the IGP-M, a general price inflation index, reaching 2,567% in 1993 and 870% in 1994. More recently, the annual inflation rate measured by the same index decreased from 25.3% in 2002 to a deflation rate of 1.7% in 2009, due to the effects of the global financial crisis that began in late 2008. In 2015, 2016, 2017 and 2018, the inflation rate in Brazil was 10.5%, 7.2%, -0.5% and 3.75%, respectively. The historical volatility in Brazilian inflation rates has also resulted in high and frequently fluctuating interest rates in Brazil. If Brazil experiences substantial inflation in the future, the Investment Adviser’s costs may increase, the Investment Adviser’s opportunity set as well as its operating margins may decrease, and such decrease may adversely affect the Investment Adviser’s ability to pay its expenses and the ability of companies in which the Investment Adviser has caused clients to invest to satisfy their payment obligations to Clients. Inflationary pressures may also lead to further government intervention in the economy, including the introduction of government policies that may adversely affect the overall performance of the Brazilian economy and the companies to which the Investment Adviser lends or in which the Investment Adviser has invested. The Brazilian monetary authorities have taken steps designed to counter increasing inflation, but there can be no assurance that increases in inflation will not occur; should increases occur they will likely have a material adverse effect on the performance of Client portfolios. Brazilian Real-Market and Convertibility Risks. The Investment Adviser’s investments on behalf of Clients in Brazil through the Brazilian Investment Vehicle(s) will be exposed to Brazilian Real fluctuation against the U.S. Dollar. Clients of the Investment Adviser should be aware that the volatility and variations of Brazilian exchange rates may be substantially higher when compared with exchange rates among developed countries and even with some other emerging market exchange rates. In the past, the Brazilian government has implemented various economic plans and utilized a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), floating exchange rate systems, exchange controls and dual exchange rate markets. Although over long periods the devaluation of the Brazilian currency generally has correlated with the rate of inflation in Brazil, devaluations over shorter periods have resulted in significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar, as well as currencies of other countries. Historically, depreciations of the Brazilian Real have produced inflationary pressures in the Brazilian economy (either by increasing the price of imported products or as a result of governmental policies instigated to curb aggregate demand), and there can be no assurance that any further devaluation of the Brazilian currency will not cause similar or other adverse effects in the future. In addition, the Brazilian Real is exposed to convertibility risk (or frontier risk), which means that the country may impose temporary restrictions on foreign capital remittances abroad. Client portfolios could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Investment Adviser or Clients of any restrictions on investments. Ability to Enforce Legal Rights. The Investment Adviser may have difficulty in successfully pursuing claims in the courts of Brazil on behalf of its Clients. Further, to the extent that the Investment Adviser may obtain a judgment but is required to seek its enforcement in the courts of Brazil, there can be no assurance that such a court will enforce such a right. A judgment obtained outside Brazil would be enforceable in Brazil, without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça). That confirmation, generally, will occur if the foreign judgment (i) fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment is granted, (ii) is issued by a competent court after proper service of process is made in accordance with Brazilian legislation, (iii) is not subject to appeal, (iv) is authenticated by a Brazilian consular office in the country where the foreign judgment is issued and is accompanied by a sworn translation into Portuguese, and (v) is not contrary to Brazilian national sovereignty, public policy or public morality (as set forth under Brazilian law). Notwithstanding the foregoing, no assurance can be given that such confirmation will be obtained at all or in a timely manner or that a Brazilian court would enforce a judgment obtained outside Brazil. Restrictions and Control on Foreign Investments. Foreign investment in securities of Brazilian issuers is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in certain issuers and increase the costs and expenses borne by Client portfolios. There can be no assurances that these restrictions will not adversely affect the Investment Adviser’s ability to achieve its Clients’ investment objective or that they will not adversely affect the performance of Client investments. In addition, if there is a deterioration in a specific government’s balance of payments or for other reasons, such government may impose temporary restrictions on foreign capital remittances abroad subject to exchange control restrictions and foreign investment legislation, which generally requires, among other things, obtaining a certificate of registration. For example, in 1990, the Brazilian government froze bank deposits as part of an economic stabilization plan, including the deposits of foreign investors investing through government-approved programs. Client portfolios could be adversely affected by delays in, or a refusal to grant any required governmental approval for repatriation of capital, as well as by the application to the Investment Adviser of any restrictions on investments. Moreover, restrictions may be imposed on remittances to foreign investors relating to distributions or other proceeds relating to their investments. There can be no assurance that additional or different restrictions or adverse policies applicable to Clients could not be imposed in the future, nor as to the duration or impact of such restrictions or policies if imposed. Nationalization Risk. Brazilian governmental authorities may, at any time, cause the expropriation, confiscation, freezing, nationalization, requisition or other action which, directly or indirectly, may deprive a Client of any of its assets (including rights to receive payments) in Brazil. Any such action with respect to investments or companies in which the Investment Adviser has caused its Clients to invest or extend credit would adversely affect the Client’s investment returns. Local Intermediary Risk. Certain of the Investment Adviser’s transactions may be undertaken through local brokers, banks or other organizations in Brazil, and Clients will be subject to the risk of the default, insolvency or fraud of such organizations. There can be no assurance that any money advanced to such organizations will be repaid or that Clients would have any recourse in the event of default. The collection, transfer and deposit of bearer securities and cash exposes Clients to a variety of risks including theft, loss, and destruction. Finally, the Investment Adviser and Clients will be dependent upon the general soundness of the Brazilian banking system. Accounting Disclosure Standards. Accounting, auditing, financial and other reporting standards, practices, and disclosure requirements in Brazil (or other countries in which the Investment Adviser may cause a Client to invest) are not equivalent to those in the United States and certain Western European countries and may differ in fundamental ways. Accordingly, information available to the Investment Adviser, including both general economic and commercial information and information concerning specific enterprises or assets, may be less reliable and less detailed than information available in more economically sophisticated countries. In addition, in certain circumstances, the Investment Adviser may not receive access to all available information to determine fully the investments or the manner in which such investments have been serviced and/or operated. As a result, the Investment Adviser’s due diligence activities may provide less information than the due diligence reviews conducted in more developed countries. While the Investment Adviser will endeavor to conduct appropriate due diligence in connection with each investment, no guarantee can be given that it will obtain the information or assurances that an investor in a more sophisticated economy would obtain before proceeding with an investment. Increased Tax Rates in Brazil. The Brazilian government has in the past changed tax rates and created new taxes, as well as modified the system of taxation with some frequency. In the event that the Brazilian government increases tax rates or creates new taxes that are imposed on the Investment Adviser or its Clients’ portfolio investments, the financial condition and results of operations may be materially adversely affected. No Guarantee of Risk Elimination. Investment in the FIDC-NP subjects the Investment Adviser and its Clients to the risks affecting the FIDC-NP and their respective portfolios, which may cause the loss of capital invested by the Investment Adviser on behalf of a Client in the FIDC-NP. There is no guarantee in the elimination of the potential for losses by the FIDC-NP and the Client. The FIDC-NP is not guaranteed by the Administrator or the Investment Adviser, by their respective affiliates or by any third parties, by any insurance mechanism or by the Credit Guarantee Fund – FGC, with regard to the reduction or elimination of the risks to which the FIDC-NP is subject. Potential losses sustained by the FIDC-NP are not limited to the amount of subscribed capital and, therefore, the Investment Adviser may be required to contribute additional capital in the future, including in situations where the FIDC-NP lacks the necessary assets to fulfill its obligations. Risks Associated with Investing in Credit Instruments. The FIDC-NP may invest in a variety of credit instruments issued by mid-sized companies. In addition to the risks of borrower default or delinquency, the FIDC-NP will be subject to a variety of risks in connection with such credit investments, including the risks of mismanagement of the borrower, fraud or a decline in value of collateral, contested foreclosures, bankruptcy of the borrower or debtor, claims for lender liability, violations of usury laws and the imposition of legal restrictions on the FIDC-NP’s exercise of contractual remedies for defaults on such investments. Investments in Troubled Assets. The FIDC-NP may make investments in non-performing or other troubled assets that involve a high degree of financial risk, and there can be no assurance that the FIDC- NP’s target return objectives will be realized or that there will be any return of the FIDC-NP’s capital. Furthermore, investments in distressed assets may, in certain circumstances, be subject to additional potential liabilities that could exceed the value of the FIDC-NP’s original investment. Operational Risks Related to FIDC-NP’s Service Providers. While the FIDC-NP will maintain certain procedures and controls to protect its investment in creditors’ rights, including the implementation of controls to safeguard supporting documents, monitor payment flow and relevant operational proceedings, including enforcement and collection proceedings, the FIDC-NP may hire third-party service providers to fulfill these duties. The non-fulfillment of these duties by the FIDC-NP’s charging agent, deposit agent, administrator, investment manager, custodians or assignor, in accordance with their contracts with the FIDC-NP, the FIDC-NP’s administrator and/or custodian, may result in deviations from the FIDC-NP’s procedures for creditors’ rights’ assignment and enforcement and collection, investment management, administration, deposit, safeguard of support documents, recordkeeping, custody and control of assets and bookkeeping. The failure to implement such procedures may subject the FIDC-NP to losses. Limited Liquidity Generally. The FIDC-NP is subject to liquidity risks with respect to its quotas and/or its investment in creditors’ rights. With regard to the amortization of quotas, the FIDC-NP may not be able to make payments relating to scheduled amortizations in the case of (i) reduced liquidity in the markets on which permitted investments are traded; and/or (ii) extraordinary market conditions. As a result of such characteristics and due to the fact that the FIDC-NP will be organized as a closed-end condominium (i.e., it does not accept the possibility of redemption of its quotas at any time), the Investment Adviser could face difficulties when selling its quotas in the secondary market. Furthermore, the investments of the FIDC-NP in creditors’ rights are different than investments carried out by most Brazilian investment funds, since, in Brazil, there is no liquid secondary market for creditors’ rights. If the FIDC-NP needs to sell creditors’ rights, there may not be a purchaser or the negotiated price could be very low, which would result in losses to the net worth of the FIDC-NP and, consequently, of the partial or total capital invested by quotaholders. Credit Risks. In the case of a bankruptcy or judicial recovery filing, protection from extrajudicial reorganization plan, or other insolvency proceedings of the debtors or the assignors (the debtors co- obligors), the FIDC-NP may not receive all or a portion of the principal amount and/or interest relating to all or some of the creditors’ rights that make up its portfolio, which may adversely affect the results of the FIDC-NP. As a general rule, the payment by, or the solvency of, the debtors under the creditors’ rights held by the FIDC-NP will not be guaranteed by assignors, by originators of the creditors’ rights, by the FIDC-NP’s administrator, by the FIDC-NP’s investment manager and/or by the FIDC-NP’s custodian. As a general rule, the assignors will only be liable for the origination, formalization and assignment and transfer of the creditors’ rights sold to the FIDC-NP, not assuming any responsibility for its payment for the solvency of the corresponding debtors. The FIDC-NP may incur credit risks from debtors and the other co-obligors of the creditors’ rights and will suffer the impact of any default of overdue creditors’ rights, as well as the impossibility to enforce potential guarantees connected to creditors’ rights or the insufficiency of funds resulting from the enforcement of such guarantees to meet the full extent of the defaulted credit right. Therefore, should the FIDC-NP acquire portfolios of overdue credit rights, the increase in the value of the investments of the FIDC-NP, and, consequently, of its quotas, will be directly associated to the results of the collection efforts relating to the credit rights to be carried out by the FIDC-NP’s collection agent on behalf of the FIDC-NP. The FIDC-NP’s financial assets are subject to their issuers’ ability to honor payments of interest and principal relating to such financial assets. Changes in the financial conditions of the issuers of financial assets and/or in the perception that the investors may have about such conditions, as well as changes in the economic and political conditions that could compromise their payment capabilities could have material impact on the price and liquidity of the financial assets. Changes as to the perception of quality of the issuers’ credit, even if unfounded, may also bring about profound impacts on prices and on the liquidity of financial assets. The FIDC-NP may incur credit risk from the issuers of financial assets and brokers and distributors of securities that may intermediate the purchase and sale transactions of the financial assets on behalf of the FIDC-NP, at the time of the liquidation of the transactions carried out through such brokers and distributors. In case of lack of capabilities and/or lack of payment provisions on the part of any of the issuers of financial assets or their counterparts in transactions that are part of the portfolio of the FIDC- NP, the FIDC-NP may sustain losses, which could include costs to enable the recovery of its credits. Limited Liquidity. Except for the amortization of quotas of the FIDC-NP, since the FIDC-NP is a closed- end condominium, the redemption of its quotas can only take place (i) after the end of the term of effectiveness of each series of quotas, at which time all FIDC-NP Partners quoteholders of the FIDC-NP (the “FIDC-NP Partners“) will mandatorily use their redeemed quotas, or (ii) in cases of early liquidation of the FIDC-NP, as defined in the FIDC-NP’s by-laws. The FIDC-NP’s administrator and the FIDC-NP’s custodian do not ensure that the amortizations and/or redemption of the quotas will take place on the originally scheduled dates, and no fine of any nature will be payable by the FIDC-NP, by the FIDC-NP’s administrator, by the FIDC-NP’s investment manager or by the FIDC-NP’s custodian. The FIDC-NP may be liquidated in the manner described in the FIDC-NP’s by-laws. Once the FIDC-NP Partners decide, during a general meeting of the FIDC-NP Partners, to liquidate the FIDC-NP in advance, the redemption of the quotas may take place by means of the delivery of creditors’ rights and/or financial assets. In those cases, the FIDC-NP Partners may face difficulties (i) in selling the creditors’ rights and/or financial assets received at the time of the early liquidation of the FIDC-NP or (ii) in collecting the amounts payable by debtors under the creditors’ rights. Risk Relating to Court Collection and/or Extrajudicial Defaulted Creditors’ Rights. The FIDC-NP, the FIDC-NP’s administrator, the FIDC-NP’s investment manager, the FIDC-NP’s custodian and the FIDC-NP’s collection agent are not responsible for the due performance of the creditors’ rights. There is no guarantee that the procedure for the collection of the creditors’ rights, including the overdue creditors’ rights, would ensure that amounts owed to the FIDC-NP relating to such creditors’ rights shall be paid or recovered, which could adversely affect the FIDC-NP’s net equity and consequently result in insufficient funds in the FIDC-NP to make payments as scheduled in the FIDC-NP’s by-laws. The FIDC-NP or third party engaged by it may file an action for collection of defaulted creditors’ rights or enforcement action guarantees concerning such overdue creditors’ rights. It is possible that such actions extend over a period of time excessively higher than estimated and that the FIDC-NP takes or fails to recover the amounts owed. In such cases, the FIDC-NP may not have the resources to make the payments within the deadlines specified in the FIDC-NP’s by-laws. Additionally, the FIDC-NP’s may enter into agreements and/or renegotiation of overdue creditors’ rights, with the granting of discounts and changing payment terms of the creditors’ rights, as recommended by the FIDC-NP’s collection agent. The agreements and renegotiation of overdue creditors’ rights may eventually adversely affect the FIDC-NP’s net equity, when performed for the receipt of less than the acquisition cost of the creditors’ rights by the FIDC-NP and/or value when the agreement or renegotiation to establish deadlines for payment more extensive than those in effect when the acquisition of the creditors’ rights. Risks Related to the Assets Pledged as Collateral of Operations Conducted by the FIDC-NP. Although it is not the purpose of the FIDC-NP, other assets not covered by the FIDC-NP’s by-laws may exceptionally enter into the FIDC-NP’s portfolio as a result of enforcing of the guarantees of the creditors’ rights. In this case, the FIDC-NP’s investment manager may not be able to successfully sell the asset, within the estimated time for him to do so. While the asset is in the portfolio of the FIDC-NP, it may incur costs and expenses related to the maintenance, inspection and asset protection costs, including costs of custody, supervision, payment of taxes and maintenance costs. Therefore, there is risk of the FIDC-NP to issue quotas to raise capital to pay for such costs and expenses of the asset, during the period while the asset is not yet been disposed. Moreover, if the asset is not sold until the expiration of the FIDC-NP, there is a risk of distribution in kind of assets to the FIDC-NP Partners as payment for their quotas yet to be redeemed. Additionally, the FIDC-NP may acquire creditors’ rights and/or financial assets, whose guarantee is granted by the debtor in the form of its lien on goods, including, for example, real estate. A chattel mortgage (alienação fiduciária) is a certain type of guarantee whereby the debtor to the creditor transfers the ownership of certain resolvable property. Thus, if the FIDC-NP did not timely receive the resources of certain creditors’ rights and/or financial assets whose collateral is alienação fiduciária, full ownership, it will be transferred to the FIDC-NP. Thus, the FIDC-NP may hold in its portfolio a good, running the risks inherent in such assets, for example, in the case of real estate properties, assuming obligations of various kinds, including but not limited to tax and environmental obligations related to the property. Liquidity Trading of Quotas on the Secondary Market. Investment funds in creditors’ rights are a new and sophisticated type of investment in the Brazilian financial market and, therefore, possess restricted application to individuals or entities that classify as qualified investors. The quotas will not be negotiated on the secondary market and are being restricted in the transfer to third parties. The negotiation of quotas will be allowed only if the FIDC-NP’s by-laws are amended to allow the negotiation of the quotas and to establish the presentation of the risk rating report to the Comissão de Valores Mobiliários (“CVM”). Additionally, even if the FIDC-NP’s by-laws were amended to allow the negotiation of the quotas, the investment funds in creditors’ rights, as well as the FIDC-NP, face low liquidity in the Brazilian secondary market. Therefore, the FIDC-NP Partners may have difficulties in selling their quotas on the secondary market, as well as, if the FIDC-NP Partners need to sell their quotas, there may be no buying market, or the selling price of the quotas may reflect such low liquidity, giving cause to asset losses to the FIDC-NP Partners. Risk of Origination. The existence of the FIDC-NP depends on a sufficient flow of creditors’ rights that are originated by assignors and then transferred to the FIDC-NP. If the FIDC-NP’s investment manager is unable to identify sufficient creditors’ rights, flows of assignment of creditors’ rights may be compromised and the FIDC-NP’ may not achieve the minimum investment allocation. The lack of availability of creditors’ rights may thus adversely impact the FIDC-NP, and, in case of discontinuance of the FIDC-NP, the FIDC-NP Partners may be unable to reinvest the proceeds from prior investments in other creditors’ rights with the same return profile as made until this moment. Moreover, the assignment of creditors’ rights may be invalidated or rendered ineffective by judicial or administrative decision adversely affecting the assets of the FIDC-NP. The creditors’ rights acquired by the FIDC-NP may have legally questionable flaws and may also present irregularities of form or content. Therefore, it could be necessary for the execution of a court order payment for such creditors’ rights by the debtors, or it could still be subject to adverse ruling by the court. In any case, the FIDC-NP could suffer losses, for the delay or absence of inflow of funds. Concentration Risk for the FIDC-NP. In compliance with the FIDC-NP’s eligibility criteria at each acquisition date of the creditors’ rights, the FIDC-NP may maintain in its portfolio creditors’ rights and financial assets from the same debtor, or co-obligations of the same person or entity, to the extent of 20% (twenty percent) of the FIDC-NP’s net asset value, subject to the following exceptions: (i) This limit may be increased up to 25% (twenty five percent) when the debtor or co-obliged: (a) is registered as a public company; (b) is a financial institution authorized to operate by the Brazilian Central Bank; or (c) is an entrepreneurial company that has its financial statements for its fiscal year that immediately precedes the date of constitution of the FIDC-NP prepared in accordance with the provisions of Law No. 6404 of December 15, 1976, and ordinances issued by the CVM, and audited by an independent auditor registered with the CVM. (ii) During the FIDC-NP’s investment period, the FIDC-NP may acquire creditors’ rights from the same debtor or co-obligations of the same person or entity in excess of 20% (twenty percent) of the FIDC-NP’s net asset value, subject to CVM’s prior approval. Considering that the investment process takes significant time, given that the majority of the targeted assets are complex, illiquid and difficult to negotiate, requiring a due diligence performance before its acquisition, this exception allows the FIDC- NP’s investment manager to search for what it considers to be suitable assets for the FIDC-NP during the its investment period. (iii) The FIDC-NP may also purchase up to 100% (one hundred percent) of its net asset value in creditors’ rights assigned by the same assignor, as may be provided in FIDC-NP’s by-laws. This may result in the FIDC-NP’s exposure to greater credit, sectorial and other risks, which in turn may have a negative effect on the profitability of the FIDC-NP.
Risks relating to Brazilian Federal, State, Federal District or Municipal Claims (precatórios) (each a
“Precatório” and collectively, “Precatórios”).
Uncertainty as to the Date of Payments of Brazilian Federal, State, Federal District or Municipal
Precatórios. Brazilian Federal, State, Federal District or Municipal Precatórios that do not benefit from a priority under Brazilian law2 are generally paid in chronological order (based on the date the Precatório became effective) and subject to the budgetary constraints of the public debtor. There is no way to accurately predict the date when payments pursuant to such Precatórios will actually be received by the Funds. Even if a Precatório has been issued by a court, the receipt of actual payment by the Funds may take a long time, considering the slowness of the Brazilian courts, the possible adoption of delaying procedures by the public debtor and any difficulty in satisfying the debt due to the financial situation of the debtor. The delayed payment of the amounts owed when due pursuant to such Precatórios may adversely affect the financial results and cause significant losses to the Funds and thereby the investment made by the Funds, including total or partial loss of the amount invested, if no payments are received with respect to a particular Precatório or the amounts paid are lower than the relevant acquisition costs or the payment is made later than what the Funds had estimated.
Possible Changes of the Payment Terms and Conditions of Brazilian Federal, State, Federal District or
Municipal Precatórios. Since September 2000, the Brazilian Federal Constitution has undergone some changes, specially changes to the terms and conditions for payment of judicial debts, including Brazilian State, Federal District or Municipal Precatórios (i.e., the extension of the payment term and the possibility of installment payment). For a number of reasons, the amounts owed pursuant to Brazilian State, Federal District or Municipal Precatórios may actually be paid later than when due. For example, uncertainties may arise from changes to Brazilian law, including, without limitation, Constitutional Amendment N. 94, dated December 15, 2016 and Constitutional Amendment N. 99, dated December 14, 2017, which set forth a special regime for payment of Brazilian State, Federal District or Municipal Precatórios due prior to March 25, 2015. According to the special regime, these Precatórios must be paid in monthly installments and full payment must be made by December 31, 2024. The monthly installments must be calculated based on a certain percentage of the debtor’s current net revenue and made into a special bank account at the respective Brazilian State court and subject to the court’s sole and exclusive control. However, the constitutionality of this special payment regime could be put in question or a new law may come into effect changing the terms and conditions for payment of Brazilian State, Federal District or Municipal Precatórios. In addition, the uncertain financial situation of some Brazilian States, Federal District and Municipalities could result in significant losses to the Funds. The 2 One example of priority payments are those to holders of Brazilian State, Federal District or Municipal Precatórios who suffer from serious diseases or elderly people. same changes may ultimately occur with respect to Brazilian Federal Precatórios, since there is no guarantee that the terms and conditions for payment of such Precatórios will not change. Other Investment-Related Risks General Economic and Market Conditions. The Investment Adviser’s investments on behalf of its Clients will be focused on Brazil credit-related investment opportunities. However, the Investment Adviser expects to cause its Clients to trade in and across different markets. The Investment Adviser’s activities on behalf of a Client will therefore be affected by general economic and market conditions in and outside of Brazilian markets, such as the relevant interest rates, availability of credit, credit defaults, inflation rates, commodity prices, economic uncertainty, changes in laws (including laws relating to taxation of such Clients’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of Clients’ investments. Volatility or illiquidity could impair a Client’s profitability or result in losses. The Investment Adviser may cause a Client to maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Economic slowdowns or downturns could lead to financial losses in Clients’ portfolio securities and Clients’ net assets. In addition, many Client investments may be similarly subject to the same economic conditions, which could adversely impact Clients’ investment return. Debt and equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and investor perceptions of issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic or banking crises. Decreases in the market value of the investments that the Investment Adviser causes Clients to make will adversely affect the investment returns of such Clients. Governmental Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Investment Adviser’s strategies. Investment and Due Diligence Process. Before making investments, the Investment Adviser will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Investment Adviser may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. When conducting due diligence and making an assessment regarding an investment, the Investment Adviser will rely on the resources reasonably available to it, which in some circumstances, whether or not known to the Investment Adviser at the time, may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highl please register to get more info

DISCIPLINARY INFORMATION
There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status
The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser
Registration Status
The Investment Adviser is no longer registered with the CFTC as a Commodity Pool Operator since July 2018. The Investment Adviser is an exempt Commodity Pool Operation. The Investment Adviser relies on the CFTC Rule 4.13(a)(3) de minimis exemption with respect to the Funds. The Investment Adviser is exempt from registration with the CFTC as a commodity trading advisor.
C. Material Relationships or Arrangements with Industry Participants
We do not have any material relationships or arrangements with industry participants.
D. Material Conflicts of Interest Relating to Other Investment Advisers
We do not recommend or select other investment advisers for our clients. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics
We strive to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, we have adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold:  employees must at all times place the interests of clients first;  all personal securities transactions must be conducted in a manner consistent with the Code and the Investment Adviser (and all of its employees) will seek to identify and mitigate any conflicts of interest;  employees must not take any inappropriate advantage of their positions and employees are prohibited from abusing their position of trust and responsibility;  information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential; and  independence in the investment decision-making process must be maintained at all times. Clients may request a copy of the Code by contacting us at the address or telephone number listed on the first page of this document.
B. Securities that the Investment Adviser or a Related Person Has a Material Financial Interest
1. Cross Trades The Investment Adviser may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If the Investment Adviser decides to engage in a Cross Trade, the Investment Adviser will determine that the trade is in the best interests of each client involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. The Investment Adviser generally executes Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two clients may occur as an “internal cross”, where the Investment Adviser instructs the custodian for the clients to book the transaction at the price determined in accordance with the Investment Adviser’s valuation policy. If the Investment Adviser effects an internal cross, the Investment Adviser will not receive any fee in connection with the completion of the transaction. 2. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a client by the Investment Adviser or its personnel, the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of investors in such a client and approved or disapproved by (i) an advisory board comprised of representatives of such investors or (ii) a committee consisting of one or more persons selected by the Investment Adviser (or its affiliate), and any valuation approved by such a committee will be determined by an independent third party that has appropriate experience in providing such valuations. To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Advisers Act) due to the ownership interest by the Investment Adviser or its personnel, the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act.
C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients
The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis, that employees are permitted to only utilize certain specified brokers, and requires that employees pre-clear certain types of personal securities transactions. The Investment Adviser, its affiliates and its employees may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of clients. It is possible that the Investment Adviser, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also may arise due to the fact that the Investment Adviser and its personnel may have investments in some Funds but not in others or may have different levels of investments in the various Funds. The Investment Adviser has established policies and procedures to identify and mitigate conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades.
D. Conflicts of Interest Created by Contemporaneous Trading
The Investment Adviser manages investments on behalf of a number of clients. Certain clients have investment programs that are similar to or overlap and may, therefore, participate with each other in investments. If the Investment Adviser or any of its affiliates determines that it would be appropriate for one or more clients to participate in an investment opportunity, the Investment Adviser will seek to execute orders for all of the participating accounts on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments or net asset value, as applicable, and the investment programs and portfolio positions of the clients and the other accounts for which participation is appropriate. Orders may be combined for all such clients, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis which the Investment Adviser or its affiliates consider equitable. The Investment Adviser’s trade allocation policy is in accordance with applicable laws, in particular CVM Rule nº 555, dated December 17, 2014, as amended. please register to get more info

BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions
As noted previously, we have full discretionary authority to manage the Funds and Managed Accounts, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Investment Adviser’s authority is limited by its own internal policies and procedures and each Fund’s and/or Managed Account’s investment guidelines. Portfolio transactions for each client will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to us and/or certain clients, but not beneficial to all clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, we may consider, among other things, the following:  the ability of the brokers and dealers to effect the transaction;  the brokers’ or dealers’ facilities, reliability and financial responsibility; and  the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the commission rates (or dealer markups and markdowns) charged to the Funds and Managed Accounts by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. The Investment Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Investment Adviser nor the Funds separately compensate any broker or dealer for any of these other services. If the Investment Adviser decides, based on the factors set forth above, to execute over-the-counter transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another:  the ease of use;  the flexibility of the ECN compared to other ECNs; and  the level of care and attention that will be given to smaller orders. We maintain policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. 1. Research and Other Soft Dollar Benefits From time to time, a Client may pay broker commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting transactions in excess of that which another broker might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker. To the extent the Investment Adviser receives such services with soft dollars, it may reduce the Investment Adviser’s obligations to pay for such products and services with its own assets and therefore the Investment Adviser may have an incentive to select a broker based on the Investment Adviser’s receipt of such products and services. The Investment Adviser will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. Consistent with Section 28(e), research services obtained with “soft dollars” generated by a Client may be used by the Investment Adviser to service one or more other Clients, including Clients that may not have paid for the soft dollar benefits. The Investment Adviser does not seek to allocate soft dollar benefits to Client accounts in proportion to the soft dollar credits the client accounts generate. Nonetheless, the Investment Adviser believes that such investment information provides Clients with benefits by supplementing the research otherwise available to such Clients. Soft dollar credits generated in respect of futures, currency and derivatives transactions and principal transactions (that are not riskless principal transactions) do not generally fall within the safe harbor created by Section 28(e) and will be utilized only with respect to research-related services for the benefit of a Client. Where a service obtained with soft dollars provides both research and non-research assistance to the Investment Adviser (e.g., a “mixed use” item), the Investment Adviser will make a reasonable allocation of the cost which may be paid for with soft dollars. On a periodic basis, the Investment Adviser considers the amount and nature of research and research services provided by brokers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of a Client on the basis of that consideration. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual brokerage business received by any broker may be less than the suggested allocation, but can exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Investment Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker, nor will it commit to pay cash if any informal targets are not met. A broker is not excluded from receiving business because it has not been identified as providing research services. In the past year, the Investment Adviser has utilized soft dollars for (i) research reports and (ii) market data. 2. Brokerage for Client Referrals Neither the Investment Adviser nor any related person receives client referrals from any broker-dealer or third party. However, as discussed above, subject to best execution, the Investment Adviser may consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending broker-dealers for the Funds. 3. Directed Brokerage The Investment Adviser does not recommend, request or require that a client direct the Investment Adviser to execute transactions through a specified broker-dealer.
B. Order Aggregation
If the Investment Adviser determines that the purchase or sale of a security is appropriate with regard to multiple clients, the Investment Adviser may, but is not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by the Investment Adviser. In the event of a partial fill, allocations may be modified on a basis that the Investment Adviser deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. please register to get more info

REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans
We perform various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio of the macro strategy. Such reviews are conducted by the members of the Investment Adviser’s investment team, portfolio managers and research associates.
B. Factors Prompting Review of Client Accounts Other than a Periodic Review
A review of a client account may be triggered by any unusual activity or special circumstances.
C. Content and Frequency of Account Reports to Clients
We generally provide annual audited financial statements to its clients within 120 days of the applicable client’s fiscal year end. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients
We do not receive economic benefits from non-clients for providing investment advice and other advisory services.
B. Compensation to Non-Supervised Persons for Client Referrals
Neither we nor any of our related persons directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. However, the Investment Adviser has entered into a placement agreement with Park Hill Group LLC (the “Placement Agent”), dated as of October 19, 2016, as amended, pursuant to which the Placement Agent has agreed to introduce potential investors to the Credit Funds. please register to get more info

CUSTODY
The Investment Adviser is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities. Account statements related to the clients are sent by qualified custodians to the Investment Adviser. The Investment Adviser generally does not have custody with respect to the funds and securities of Managed Accounts. The Investment Adviser is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. please register to get more info

INVESTMENT DISCRETION
The Investment Adviser serves as the management company with discretionary trading authority to each Fund. In addition, to the extent that the Investment Adviser advises Manages Accounts, the Investment Adviser will serve as the investment adviser with discretionary trading authority and also provide discretionary advisory services for the Managed Accounts. Our investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents. Similarly, our investment decisions and advice with respect to each Managed Account are subject to each client’s investment objectives and guidelines, as set forth in the client’s investment management agreement, as well as any written instructions provided by the client to us. The Investment Adviser or an affiliate of the Investment Adviser entered into an investment management agreement, or similar agreement, with each Fund or beneficial owner of each Managed Account, pursuant to which the Investment Adviser or an affiliate of the Investment Adviser was granted discretionary trading authority. please register to get more info

VOTING CLIENT SECURITIES
A. Policies and Procedures Relating to Voting Client Securities
In compliance with Advisers Act Rule 206(4)-6, the Investment Adviser has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable client’s best interests and is in line with each client’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:  the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;  the anticipated associated costs and benefits;  the continued or increased availability of portfolio information; and  industry and business practices. In limited circumstances, the Investment Adviser may refrain from voting Proxies where we believe that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to its clients. Generally, clients may not direct our vote in a particular solicitation. Conflicts of interest may arise between the interests of the clients on the one hand and us or our affiliates on the other hand. If we determines that we may have, or be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request. please register to get more info

FINANCIAL INFORMATION
The Investment Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info