For purposes of this Brochure, the “Investment Manager” means MFN Partners Management, LP, a Delaware Limited Partnership, together (where the context permits) with its affiliated general partner of the Partnership (as defined below) and other affiliates that provide advisory services to and/or receive advisory fees from the Partnership. Such affiliates may or may not be under common control with the Investment Manager, but possess a substantial identity of personnel and/or equity owners with the Investment Manager. These affiliates may be formed for tax, regulatory or other purposes in connection with the organization of the Partnership, or may serve as general partner of the Partnership. The Investment Manager provides investment supervisory services to an investment vehicle (the “Partnership”) that is exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The strategy of the Partnership is to invest in securities that can be purchased at a significant discount to underlying economic value. The Partnership seeks to do so by combining investment expertise and the ability to be flexible across a variety of different asset classes, industries and geographies with fundamental analysis, thoughtful consideration of risk, intellectual honesty and a disciplined investment approach. The Investment Manager’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Partnership, managing and monitoring the performance of such investments and disposing of such investments. The Investment Manager provides investment supervisory services to the Partnership in accordance with the investment management agreement (the “Investment Management Agreement”) and the limited partnership agreement of the Partnership (as amended, the “Partnership Agreement”). The Investment Manager and its affiliates may provide investment supervisory services to other clients, including investment funds and managed accounts that may either co-invest with the Partnership or follow investment programs similar to or different from that of the Partnership. Investment advice is provided directly to the Partnership, subject to the discretion and control of MFN Partners GP, LLC (the “General Partner”), and not individually to the investors in the Partnership. Investment restrictions for the Partnership, if any, are established in the Partnership Agreement, the confidential Private Placement Memorandum of the Partnership (the “Memorandum”), the Investment Management Agreement and/or side letter agreements negotiated with investors in the Partnership (such documents collectively, the Partnership’s “Organizational Documents”). The principal owners of MFN Partners Management, L.P. are Michael DeMichele and Farhad Nanji. The Investment Manager was established in 2016. As of February 28, 2019, the Investment Manager managed $1,628,756,861 on a discretionary basis and $0 on a non-discretionary basis. please register to get more info

The Investment Manager generally receives a Management Fee and the General Partner is allocated a Performance Allocation (each as defined below) from the Partnership. Additionally, consistent with the Organizational Documents of the Partnership, the Partnership typically bears certain out-of-pocket expenses incurred by the Investment Manager in connection with the services provided to the Partnership. Further details about certain common fees and expenses are set forth below.
Management Fee
As compensation for investment supervisory services rendered to the Partnership, the Investment Manager receives from the Partnership a management fee (the “Management Fee”) typically calculated based on the aggregate net asset value of the Partnership. The Management Fee and expenses paid by the Partnership are indirectly borne by investors in the Partnership. The Management Fee billed to and received from the Partnership is payable quarterly in advance. The precise amount of, and the manner and calculation of, the Management Fee for the Partnership is established by the Investment Manager and is set forth in the Partnership Agreement received by each investor prior to investment in the Partnership. The Management Fee and other fees described herein are generally subject to modification, waiver or reduction by the Investment Manager in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and/or other arrangements, which will be disclosed to other investors in the Partnership. The Investment Manager currently waives the Management Fee with respect to the Investment Manager, the General Partner, their affiliates, and, if applicable, any of their respective current or former partners, members, shareholders, directors, officers, or employees, and their respective relatives and estate planning and charitable vehicles, which waivers will not be separately disclosed to other investors in the Partnership. Notwithstanding that such investors may not pay the Management Fee, all investors will pay for their pro rata share of certain Partnership Expenses or the pro rata portion of such investor’s expenses will be allocated to the Investment Manager or the General Partner. The fee structures described herein may be modified from time to time in accordance with the terms of the Partnership Agreement and the Investment Management Agreement. Upon termination of the Investment Management Agreement, the Management Fee that has been prepaid is returned on a prorated basis.
Expenses
Investment Manager Expenses To the extent provided in the Investment Management Agreement, the Investment Manager will pay out of the Management Fee all overhead expenses of an ordinarily recurring nature such as rent, utilities, supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, employee benefits including insurance, payroll taxes and compensation of all personnel of the Investment Manager and other routine administrative expenses relating to the advisory services and facilities provided by the Investment Manager to the Partnership. Partnership Expenses Pursuant to the Partnership Agreement, the Partnership will bear out of the capital or income of the Partnership, or partly out of capital and partly out of income, as the General Partner deems fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the conduct of the affairs of the Partnership, or in connection with the management thereof (the “Partnership Expenses”) including but not limited to the following: (i) the payment of the Management Fee; (ii) all fees and expenses (including indemnities) of the custodian, the Partnership’s accountant (including outsourced accounting), auditors, tax consultants, legal advisors, valuation firms, the Partnership’s prime broker (if any) and any other service provider of the Partnership; (iii) administration fees and other expenses charged by or relating to the services of third-party providers of administration services in accordance with the applicable administration agreements; (iv) excluding any analysis expenses and any expenses to be borne by the Investment Manager pursuant to the Partnership Agreement, third-party and out-of-pocket research expenses and market data expenses (including, without limitation, news, quotation, statistics and pricing services; hardware, software, databases and other technical and telecommunications services and equipment used in the investment management and order management processes; and consulting fees in connection with investigating and monitoring potential and existing investments); (v) third-party and out-of-pocket fees and expenses relating to systems and software used in connection with the operation of the Partnership and investment related activities (including, without limitation, any accounting and administrator-like functions that the Investment Manager performs in-house); (vi) expenses relating to the purchase, sale, transmittal, maintenance and administration of the Partnership’s investments and other investment-related expenses, including but not limited to: (A) research and due diligence costs in respect of consummated and unconsummated transactions, broker commissions, interest on margin accounts and other indebtedness, custodial fees and bank service fees, and (B) expenses incurred by or on behalf of the General Partner relating to (i) any review, waiver or amendment of documents by outside counsel related to investments by the Partnership, (ii) employing outside lawyers or consultants in connection with the making, purchasing or restructuring of any investments, (iii) out-of-pocket expenses of the General Partner and its agents, including the reasonable expenses of exercising observation rights (including through a representative), and (iv) all other extraordinary expenses of the General Partner pursuant to the Partnership Agreement; (vii) management, development, profit-sharing or other fees or expenses (including, in certain instances, an operating partner’s operational and overhead expenses) charged by sub-advisors, operating partners or third parties who manage or source certain private investments (including joint ventures, investment companies, partnerships and other pooled investment vehicles); (viii) interest and fees (including, without limitation, commitment, structuring, and underwriting fees) on margin loans, committed loan facilities, total return swaps and other indebtedness; (ix) fees and expenses in connection with any advisory board or committee of the Partnership or the Investment Manager; (x) entity-level taxes (provided that any taxes, interest, penalties or additions to tax and related amounts reimbursed or described in the Partnership Agreement that are attributable to one or more (but less than all) Limited Partners as a result of their status as a Partner may be paid by or on behalf of the Partnership but shall not be treated as Partnership Expenses); (xi) costs and expenses incurred in connection with the dissolution, winding up, liquidation or termination of the Partnership; (xii) costs and expenses incurred in connection with any meeting of the Partners relating to the Partnership; (xiii) any insurance premiums and other insurance-related expenses for any insurance that the General Partner may cause the Partnership to purchase to insure the Partnership, General Partner, Investment Manager, any other Indemnified Party (as defined below) or any person indemnified by the Partnership against liability in connection with the activities of the Partnership; provided, that, in the event the General Partner seeks primary coverage for acts or omissions for which Indemnified Parties are not entitled to indemnification in accordance with the Partnership Agreement, the Partnership shall not bear the cost of any such coverage; (xiv) any reimbursement of the General Partner or the Investment Manager for the full amount of any Partnership Expenses incurred or advanced by the General Partner or Investment Manager, as applicable, hereunder on behalf of the Partnership, and the General Partner’s or Investment Manager’s estimate of the Partnership’s pro rata share of any Partnership Expenses incurred or advanced by the General Partner or Investment Manager on behalf of the Partnership and other clients of the Investment Manager; (xv) any reasonable issuance expenses, including legal, tax, accounting, filing and other organizational expenses incurred in connection with the formation of the Partnership and related entities, as well as fees and expenses relating to the offer and sale of Interests (including, without limitation, organizational fees and expenses), which may, in the General Partner’s sole discretion, be amortized over a sixty (60) month period; and (xvi) all other expenses associated with the operations of the Partnership and its investment activities as the General Partner or the Investment Manager may deem necessary or advisable to incur. Expenses that would otherwise be payable by the Partnership may be reduced through the use of “soft” or commission dollars, as discussed in Item 12 below. Allocation of Expenses In exercising its discretion to allocate fees and expenses, the Investment Manager is faced with a variety of potential conflicts of interest. With respect to allocating expenses, including to the extent not addressed in the Organizational Documents of the Partnership, the Investment Manager will make any such allocation determination in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation. The Investment Manager will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. The Investment Manager may, from time to time, enter into arrangements with third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities. Any fees and expenses associated with such investment opportunities will be allocated consistent with the allocation process described above and, accordingly, may be allocated to the Partnership.
Brokerage Fees
When a broker is used in connection with an investment by the Partnership, the Partnership will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. please register to get more info

With respect to the Partnership, a portion of its profits are allocated to the capital account of the General Partner as a performance allocation, subject to loss recovery account protection (the “Performance Allocation”). The General Partner is a related person of the Investment Manager. The General Partner currently waives the Performance Allocation with respect to the Investment Manager, the General Partner, their affiliates, and, if applicable, any of their respective current or former partners, members, shareholders, directors, officers, or employees, and their respective relatives and estate planning and charitable vehicles, which waivers will not be separately disclosed to other investors in the Partnership. please register to get more info

The Investment Manager currently provides investment supervisory services to the Partnership. Investment advice is provided directly to the Partnership and not individually to investors in the Partnership. Interests in the Partnership are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Partnership are generally “qualified purchasers” as defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, corporations, not-for-profit organizations, limited partnerships and limited liability companies or other entities. The Investment Manager does not have a minimum size for the Partnership, but minimum investment commitments may be established for investors in the Partnership. please register to get more info

Methods of Analysis and Investment Strategies
Investment Strategy
The strategy of the Partnership is to invest in securities that can be purchased at a significant discount to underlying economic value. The Partnership seeks to do so by combining investment expertise and the ability to be flexible across a variety of different asset classes, industries and geographies with fundamental analysis, thoughtful consideration of risk, intellectual honesty and a disciplined investment approach. Portfolio construction is determined with the long-term preservation of the Partnership’s capital as a paramount objective. In considering the composition of the overall portfolio, the Investment Manager will seek to identify investment opportunities that offer appropriate expected risk/return characteristics. There may be times when the Investment Manager ascertains that the best investment strategy is to be patient and hold cash. Portfolio Construction The Partnership has a broad investment mandate that contemplates investing in a range of financial instruments, asset classes and geographic regions, including those with respect to which the Investment Manager may have limited experience. An investment in the Partnership entails various risks, including the speculative nature of the Partnership’s activities; the illiquidity of interests in the Partnership; the illiquidity of certain investments the Partnership may make; the risk that the securities markets may continue indefinitely to undervalue the Partnership’s investments or that the investments may fail to appreciate as anticipated by the Investment Manager; and the fact that the Partnership may invest in, subscribe for, purchase or otherwise acquire, and/or sell (including short sales) or otherwise dispose of securities and assets of all types, including, without limitation, stock (including preferred and convertible stock as well as common stock of any type), warrants, options, swaps, trade claims, bank debt (including undrawn revolvers), bonds, other debt instruments including self-originated loans, currency, futures, derivatives, commodities, contract rights of any kind, royalty interests, non-U.S. securities and other assets (including in emerging and frontier markets), structured investment vehicles, secured and unsecured instruments, asset- backed securities, commercial and residential mortgage-backed securities, real estate and related instruments, other complex financial instruments and rights and distressed assets. The securities in which the Partnership invests include securities which are listed or traded on domestic or non- U.S. exchanges or other trading networks (including over the counter markets), as well as securities that are unlisted and trade infrequently or not all. Short positions are not expected to constitute a major part of the Partnership’s investment activities. At times a significant amount of the Partnership’s investments may be in securities or other assets that are not freely tradeable or are otherwise illiquid. Such investments include interests in private equity investments, real estate, leveraged buyout vehicles and joint ventures, which are typically organized as limited partnerships or limited liability companies, and are managed by third party asset managers that specialize in the particular class of assets under management. The Partnership may also make investments in private investment in public equity (“PIPEs”), which are generally not registered with the SEC until after a certain time period from the date the private sale is completed, Rule 144 securities and other direct assets such as car loans, consumer loans, commodities and non-performing loans.

The Partnership may utilize leverage from time to time but investment results will generally not be dependent on significant borrowed funds. The Partnership will typically obtain leverage in its accounts with its prime broker(s) and through derivatives contracts. The Partnership may also obtain leverage through other means, including, without limitation, other forms of direct and indirect borrowings and other instruments and transactions that are inherently leveraged. Any such borrowing or other leverage may be incurred directly by the Partnership or through other subsidiaries or special purpose vehicles, structured products, or otherwise. The amount of leverage employed at any time will vary (and may vary significantly) at the Investment Manager’s discretion as a function of the risk characteristics of the portfolio, investment opportunities, borrowing rates, and other factors determined by the Investment Manager in its sole discretion. The Partnership may borrow or otherwise obtain leverage from such parties as selected by the Investment Manager in its sole discretion. Currently, all of the Partnership’s leverage is expected to be provided by its prime broker(s) and affiliates of its prime broker(s). The Partnership may generally hold cash, cash equivalents, U.S. treasuries or other short-term securities, or money market funds to attempt to minimize counterparty credit exposure and for such other reasons as determined by the Investment Manager in its sole discretion. In making investment decisions, the Partnership will rely on the advice of the Investment Manager (or its affiliates, as the case may be) rather than any specific objective criteria. There is no guarantee that the Partnership will achieve its investment objective. Prospective investors should be prepared to suffer a significant or even total loss on their invested capital. An investment in the Partnership involves a high degree of risk, including the risks associated with price volatility and the potential for principal loss. The Partnership could realize substantial losses, rather than gains, from some or all of the positions or strategies described herein. Prospective investors must bear the economic risk of an investment in the Partnership for an indefinite period of time. The ability of investors to withdraw Interests is limited.
Risks
Equity Risk. The market price of securities owned by the Partnership may go up or down, sometimes rapidly or unpredictably. A risk of investing in the Partnership is that the equity securities in the Partnership’s portfolio will decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding or other taxes, and difficulty in obtaining and enforcing judgments against non- U.S. entities. Investment in Illiquid Securities. The Partnership may invest part of its assets in restricted investments, subject to the limitations described in the Organizational Documents. The Partnership may also invest in other assets and derivatives which it may not be able to readily sell or dispose of, including securities whose disposition is restricted by securities laws. A withdrawing Limited Partner with an interest in a restricted investment will not receive any amount with respect to such interest until the related restricted investment is realized or deemed realized. The effect of liquidity risk is particularly pronounced when low trading volume, lack of a market maker, large size of position or legal restrictions (including daily price fluctuation limits or “circuit breakers,” or an affiliation with the issuer of a security) limit or prevent the Partnership’s ability to initiate a transaction, sell assets or unwind derivative positions at desirable prices. (See “Risks of Derivative Instruments” below.) The Partnership is also exposed to liquidity risk when it has an obligation to purchase particular securities (for example, as a result of entering into reverse repurchase agreements, writing a put, or closing out a short position). Restricted securities cannot be sold without being registered under the Securities Act, unless they are sold pursuant to an exemption from registration (such as Rules 144 or 144A). Securities that are not readily marketable are subject to other legal or contractual restrictions on resale. The Partnership may have to bear the expense of registering restricted securities for resale and the risk of substantial delay in effecting registration. If adverse market conditions were to develop during such period, the Partnership might obtain a less favorable price than that which prevailed when it decided to sell. The Partnership may be unable to sell restricted and other illiquid securities at the most opportune times or at prices approximating the value at which they purchased such securities. If it sells its securities in a registered offering, the Partnership may be deemed to be an “underwriter” for purposes of Section 11 of the Securities Act. In such event, the Partnership may be liable to purchasers of the securities under Section 11 if the registration statement prepared by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading, although the Partnership may have a due diligence defense. These limitations on liquidity of the Partnership’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized. In addition, the Partnership’s holdings in securities for which the relevant market is or becomes less liquid are more susceptible to market value declines. Less liquid securities also may fall more in price than other securities during periods when markets decline generally. Also, because illiquid securities may be difficult to value, the values realized on their sale may differ from the values at which they are carried by the Partnership. Further, the more less-liquid securities the Partnership holds, the more likely it is to honor a withdrawal request in kind. A portion of the Partnership’s investments may consist of securities that are subject to restrictions on resale by the Partnership because they were acquired in a “private placement” transaction or because the Partnership is deemed to be an affiliate of the issuer of such securities. Generally, the Partnership will be able to sell such securities only under Rule 144 under the Securities Act, which permits limited sales under specified conditions, or pursuant to a registration statement under the Securities Act. When restricted securities are sold to the public, the Partnership may be deemed to be an underwriter or possibly a controlling person, with respect thereto for the purposes of the Securities Act and be subject to liability as such under the Securities Act. In addition to the risks that exist with respect to privately-placed securities, bank loans and other instruments due to the nature of such securities (e.g., risks associated with common stock), privately-placed securities, bank loans and other instruments are often illiquid. Illiquid investments include most investments the disposition of which is subject to substantial legal or contractual restrictions and are generally viewed as investments that cannot be disposed of within seven business days at approximately the amount which the Investment Manager has valued the investments. The Investment Manager may experience significant delays in disposing of illiquid investments and may not be able to sell them for the price the Partnership paid or the price at which the Investment Manager has valued them. Transactions in illiquid investments may entail registration expenses and other transaction costs that are higher than those for transactions in liquid investments. The Partnership may also, from time to time, possess material, non-public information about a borrower or issuer or the Partnership may be an affiliate of a borrower or an issuer. Such information or affiliation may limit the ability of the Partnership to buy and sell investments. Corporate Debt. Corporate debt securities are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of corporate debt securities can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Fixed-Income Securities. The Partnership may invest in bonds or other fixed-income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) debt securities. Such securities may be below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to make timely interest and principal payments. The market values of certain of these lower rated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher rated securities. Companies that issue lower rated debt securities often are highly leveraged and may not have access to more traditional methods of financing. Trading in such securities may be limited or disrupted by an economic recession, resulting in an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could affect adversely the ability of the issuers of such securities to repay principal and pay interest thereon and, therefore, increase the incidence of default for such securities. Bank Loans. Risks associated with bank loans include (i) the fact that prepayments may occur at any time without premium or penalty and that the exercise of prepayment rights during periods of declining spreads could cause the Partnership to reinvest prepayment proceeds in lower-yielding investments; (ii) the borrower’s inability to meet principal and interest payments on its obligations (i.e., credit risk); and (iii) price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the borrower and general market liquidity (i.e., market risk). If bank loans become nonperforming, the loans may require substantial workout negotiations or restructuring that may result in, among other things, a substantial reduction in the interest rate and/or a substantial write-down of the principal of the loan. In addition to the risks noted above, due to required third-party consents or other reasons, certain loans may not be purchased or sold as easily or as quickly as publicly traded securities. Moreover, historically, the trading volume in the loan market has not been as liquid as the market for public securities. The Partnership may acquire interests in loans either directly (by way of assignment (“Assignment”)) or indirectly (by way of participation (“Participation”)) or through the acquisition of synthetic securities, structured finance securities or interests in lease agreements that have the general characteristics of loans and are treated as loans for withholding tax purposes. The purchaser, in an Assignment of a loan obligation, typically succeeds to all the rights and obligations of the selling institution (the “Selling Institution”) and becomes a lender under the loan or credit agreement with respect to the debt obligation. In contrast, Participations acquired by the Partnership in a portion of a debt obligation held by a Selling Institution typically result in a contractual relationship only with such Selling Institution, not with the obligor. The Partnership would have the right to receive payments of principal, interest and any fees to which it is entitled under the Participation only from the Selling Institution and only upon receipt by the Selling Institution of such payments from the obligor. In purchasing a Participation, the Partnership generally will have no right to enforce compliance by the obligor with the terms of the loan or credit agreement or other instrument evidencing such debt obligation, nor any rights of setoff against the obligor, and the Partnership may not directly benefit from the collateral supporting the debt obligation in which it has purchased the Participation. As a result, the Partnership would assume the credit risk of both the obligor and the Selling Institution. In the event of the insolvency of the Selling Institution, the Partnership may be treated as a general creditor of the Selling Institution in respect of the Participation and may not benefit from any setoff between the Selling Institution and the obligor. Purchasers of loans are predominately commercial banks, investment funds and investment banks. As secondary market trading volumes increase, new loans frequently contain standardized documentation to facilitate loan trading that may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because holders of such loans may be provided confidential information relating to the borrower, the unique and customized nature of the loan agreement and the private syndication of the loan, loans are not purchased or sold as easily as publicly traded securities are purchased or sold. In addition, historically the trading volume in the loan market has been small relative to the market for high yield debt securities. High Yield Securities. The Partnership may make investments in “high yield” debt and preferred securities which are rated lower than investment grade by the various credit rating agencies (or in comparable non-rated securities). Securities that are rated lower than investment grade are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. Securities that are rated BB+ or lower by Standard & Poor’s Ratings Group (“S&P”) or Bal or lower by Moody’s Investors Service (“Moody’s”) are often referred to in the financial press as “junk bonds” and may include securities of issuers in default. “Junk bonds” are considered by the rating agencies to be predominately speculative and may involve major risk exposures such as: (i) vulnerability to economic downturns and changes in interest rates; (ii) sensitivity to adverse economic changes and corporate developments; (iii) redemption or call provisions which may be exercised at inopportune times; and (iv) difficulty in accurately valuing or disposing of such securities. Convertible Securities. The Partnership may invest in convertible securities, which are debt securities or preferred equity securities that are exchangeable for other debt or equity securities of the issuer at a predetermined price. Convertible securities entitle the holder to receive interest payments paid on corporate debt securities or the dividend preference on preferred equity securities until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege. As a result of the conversion feature, convertible securities typically offer lower interest rates than if the securities were not convertible. It is possible that the potential for appreciation on convertible securities may be less than that of a common stock equivalent. Convertible securities may or may not be rated within the four highest categories by S&P and Moody’s and, if not so rated, would not be investment grade. To the extent that convertible securities are rated lower than investment grade or not rated, there would be greater risk as to timely repayment of the principal of, and timely payment of interest or dividends on, those securities. Also, in the absence of adequate anti-dilution provisions in a convertible security, dilution in the value of the Partnership’s holding may occur in the event the underlying stock is subdivided, additional securities are issued, a stock dividend is declared or the issuer enters into another type of corporate transaction which increases its outstanding securities. Leveraged Companies. The Partnership’s investments may include companies whose capital structures have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of the portfolio companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by the Partnership may be the most junior in what will typically be a complex capital structure, and thus subject to the greatest risk of loss. Zero-Coupon and Deferred Interest Rate Bonds. The Partnership may invest in zero coupon bonds and deferred interest bonds, which are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. Loan Origination. The Partnership may engage in loan origination activities. Such activities may subject the Partnership, the General Partner or their affiliates to regulatory requirements under the laws of certain jurisdictions. If the Partnership originates loans with the intention of issuing participations to others with respect to the Partnership’s exposure to such loans, and if the Partnership is unable to successfully close transactions for such participations, the Partnership will be forced to hold its excess interest in such loans for an indeterminate period of time. Distressed Investments. The Partnership may invest in the securities and obligations of distressed and bankrupt issuers, including debt obligations that are in covenant or payment default. Such investments generally are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid, if at all, only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments and the amount of any recovery may be affected by the relative security of the Partnership’s investment in the capital structure of the issuer. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. In addition, the prices of such securities or instruments may be subject to periods of abrupt and erratic market movements and above-average price volatility. It may be more difficult to value such securities and the spread between the bid and asked prices of such securities may be greater than normally expected. If the Investment Manager’s evaluation of the risks and anticipated outcome of an investment in a distressed security should prove incorrect, the Partnership may lose a substantial portion or all of its investment or it may be required to accept cash and/or securities with a value less than the Partnership’s original investment. In addition, distressed investments may be challenged as fraudulent conveyances and amounts paid on the investment may be subject to avoidance as a preference under certain circumstances. Real Estate Risks. As the Partnership may invest in real-estate related investments (including so- called “real estate investments trusts” or “REITs”), the net asset value of the Partnership’s portfolio can be expected to change in light of factors affecting the real estate industry, including the supply of real property in certain markets, overbuilding, changes in zoning laws, casualty or condemnation losses, delays in completion of construction, changes in operating costs and property taxes, levels of occupancy, adequacy of rent to cover operating expenses, possible environmental liabilities, regulatory limitations on rent, fluctuations in rental income, increased competition and other risks related to local and regional economic conditions. The market value of real-estate related investments also may be affected by changes in interest rates, macroeconomic developments, and social and economic trends. For instance, during periods of declining interest rates, some mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may reduce the yield on securities issued by those REITs. Some REITs have relatively small market capitalizations, which can tend to increase the volatility of the market price of their securities. Equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the risk of fluctuations in income from underlying real estate assets, poor performance by the REIT’s manager and the Investment Manager’s inability to effectively manage cash flows generated by the REIT’s assets, prepayments and defaults by borrowers, self- liquidation, adverse changes in the tax laws, and, with respect to U.S. REITs, their failure to qualify for the special tax treatment granted to REITs under the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or to maintain their exemption from investment company status under the 1940 Act. If a REIT were not to be eligible for the favorable tax treatment afforded to REITs under the Code, it would be subject to federal income tax, thus reducing its value. By investing in REITs indirectly through the Partnership, investors will bear not only their proportionate share of the expenses of the Partnership, but also, indirectly, similar expenses of REITs. In addition, REITs depend generally on their ability to generate cash flow to make distributions to investors. Investments in REITs are subject to risks associated with the direct ownership of real estate. The Partnership may also engage operating partners to manage day-to-day operations of certain real estate interests and other interests. These operations are expected to be performed by the operating partner’s personnel, not by personnel of the Investment Manager or any of its affiliates and the Investment Manager does not expect to exercise day-to-day control over or management of the operating partners. In addition, operating partners may identify potential investment opportunities to the Investment Manager. While operating partners may co-invest in and receive a share of the profits from the assets they manage, there is a risk that their interests may not be directly aligned with those of the Partnership and their decisions, actions or omissions may adversely affect the Partnership. Because operating partners may manage assets held by the Partnership and assets not held by the Partnership, operating partners may face conflicts of interest between choices that may favor one investment over another, as well as decisions regarding devotion of time and resources. When the Partnership invests in joint ventures, including those with operating partners, or pooled investment vehicles, the Limited Partners bear the cost of management and performance fees to third parties in addition to the fees of the Investment Manager and its affiliates. The Partnership also may provide loans, which may be non-recourse to the borrower, to third-party asset managers to fund capital commitments related to these investments and to operating partners to fund operating expenses. Asset-Backed Securities. The Partnership may take long and/or short positions in asset-backed securities (“ABS”) (including mortgage-backed securities (“MBS”)) which can be highly volatile and illiquid. Asset-backed securities are bonds or notes backed by loans or other financial assets which are subject to delinquency, foreclosure and loss, which could result in losses to the Partnership. The ability of a borrower to repay a loan underlying an asset-backed security is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may impair borrowers’ abilities to repay their loans. Additional risks associated with asset-backed securities include: ABS are comprised of underlying assets such as home equity loans, auto loans, credit card receivables and student loans, and unlike MBS, ABS generally do not have the benefit of a security interest in such collateral. ABS are bonds backed by pools of loans and other receivables, and are issued through special purpose vehicles that are bankruptcy remote from the issuer of the collateral. The credit quality of an ABS transaction depends on the performance of the underlying assets. To protect ABS investors from the possibility that some borrowers could miss payments or even default of their loans, ABS often include various forms of credit enhancement. The value of some ABS is subject to interest-rate risk and prepayment risk. A change in interest rates can affect the pace of payments on the underlying loans, which in turn, affects total return on the securities. ABS also carry credit or default risk. If many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Additionally, ABS have structure risk due to a unique characteristic known as early amortization, or early payout, risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction and can include: a big rise in defaults on the underlying loans, a sharp drop in the credit enhancement level, or even the bankruptcy of the originator. Once early amortization begins, all incoming loan payments are used to pay investors as quickly as possible. Because some of the Partnership’s investments may have returns which are based on or relate to the performance of ABS, these other investments will be subject to many of the same risks as ABS, although possibly to different degrees.
• Subordinated tranches. The Partnership may make investments in subordinated asset- backed securities which could subject the Partnership to increased risk of losses. In general, losses on an asset securing a loan included in a securitization will be borne first by the equity holder of the asset, then by a cash reserve fund or letter of credit provided by the borrower, if any, and then by the “first loss” subordinated security holder. In the event of default and the exhaustion of any equity support, reserve fund, letter of credit and any classes of securities junior to those in which the Partnership invests, the Partnership may not be able to recover all of the investment in the securities it purchases. In addition, if the underlying portfolio of assets has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral is available to satisfy interest and principal payments due on the related asset-backed securities, the securities in which the Partnership invests may effectively become the “first loss” position behind the more senior securities, which may result in significant losses to the Partnership.
• Non-performing loans. The Partnership may make investments in securities backed by loans which may be at the time of their acquisition, or may become after acquisition, non- performing loans. In the event of any default under a loan underlying a security held by the Partnership, there exists a risk of loss with respect to any deficiency between the value of the collateral and the principal and accrued interest of the loan, which could have a material adverse effect on the security. Other non-performing loans may require workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-down of the original principal amount of such loans. Further, even if a restructuring were successfully accomplished, a risk exists that upon maturity of such loans, replacement financing will not be available and such loans may not be repaid. In the event of the bankruptcy of a borrower, the loan to that borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), the lien securing the loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law, and realizing any value under such circumstances can be an expensive and lengthy process that could have a substantial negative effect on the anticipated return on the loan and on the security backed by such loan.


• Illiquid markets. The Partnership may invest in asset-backed securities that are traded in private, unregistered transactions that are subject to restrictions on resale or otherwise have no established trading market. As a result, the Partnership’s ability to vary its portfolio in response to changes in economic and other conditions may be relatively limited. Such securities may also be subject to other legal restrictions on resale, transfer, pledge or other disposition which will make them infrequently traded and less liquid than publicly traded securities. This may make it difficult for the Partnership to liquidate such investments if the need arises. In addition, if the Partnership must liquidate all or a portion of its investments quickly, it may realize significantly less than the value at which it has previously recorded the investments. Mortgage-Backed Securities. The Partnership may take long and/or short positions in MBS (i.e., asset-backed securities backed by residential or commercial mortgage loans). The yield and payment characteristics of MBS differ from traditional debt securities. Interest and principal prepayments are made more frequently, usually monthly, over the life of the mortgage loans and principal generally may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. Faster or slower prepayments than expected on underlying mortgage loans can dramatically alter the yield to maturity of a mortgage-backed security, and early repayment of principal on some mortgage-related securities may expose a distressed mortgage fund to a lower rate of return upon reinvestment of principal. The value of most MBS, like traditional debt securities, tends to vary inversely with changes in interest rates. When interest rates rise, the value of MBS generally will decline; however, when interest rates decline, the value of MBS with prepayment features may not increase as much as other fixed income securities because prepayment of mortgages tends to accelerate during periods of declining interest rates. The rate of prepayments on underlying mortgages will affect the price and volatility of MBS, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective maturity of an MBS, the volatility of the security can be expected to increase. The value of such securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Further, prepayments shorten the time over which the Partnership receives income at the higher rate. When mortgage loans underlying mortgage-backed securities held by the Partnership are prepaid, the Partnership then reinvests the prepaid amounts in other income securities, the yields of which will reflect interest rates prevailing at the time. Therefore, the Partnership’s ability to hold higher-yielding MBS will be adversely affected by decreasing interest rates, and to the extent that prepayments occur, the Partnership may be forced to reinvest in securities that have lower yields. Alternatively, during periods of rising interest rates, MBS securities are often more susceptible to extension risk than traditional debt securities (i.e., rising interest rates could cause property owners to prepay their mortgages more slowly than expected when the security was purchased by the Partnership, which may further reduce the market value of such security and lengthen the duration of the security). The value of MBS may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence by, or defalcation of, their servicers. In certain circumstances, the mishandling of related documentation may also affect the rights of security holders in and to the underlying collateral. The insolvency of entities that generate receivables or that utilize the assets may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. Because many of the Partnership’s investments (e.g., collateralized debt obligations and collateralized mortgage obligations) will have returns which are based on or relate to the performance of MBS, these other investments will be subject to many of the same risks as MBS, although possibly to different degrees. Recent developments in the market for many types of mortgage products (including MBS) have resulted in substantially reduced liquidity for these assets. Although this reduction in liquidity has been most acute with regard to sub-prime assets, there has been an overall reduction in liquidity across the credit spectrum of mortgage products. Dislocations in the sub-prime mortgage sector, and weakness in the broader financial market, could adversely affect the Partnership and one or more lenders, which could result in increases in borrowing costs, reductions in liquidity and reductions in the value of the investments. Adverse financial conditions could affect one or more of the counterparties providing repurchase agreement funding for a mortgage-backed securities portfolio and could cause those to be unwilling or unable to provide financing. This could potentially limit the Partnership’s ability to finance its investments and operations, increase financing costs and reduce liquidity. This risk is exacerbated if a substantial portion of the Partnership’s repurchase agreement financing is provided by a relatively small number of counterparties. If one or more major market participants fails or withdraws from the market, it could negatively impact the marketability of all fixed income securities, including government mortgage securities, and this could reduce the value of the securities in the Partnership’s portfolio, thus reducing the net book value. Furthermore, if one or more counterparties are unwilling or unable to provide ongoing financing, the Partnership could be forced to sell its investments at a time when prices are depressed. Investment in Non-U.S. Securities. The Partnership may invest in non-U.S. issuers or securities traded outside the United States. Such investments may be subject to a greater risk than U.S. investments due to non-U.S. economic, political and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments, capital gains, or other income, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non- U.S. entities and other factors beyond the control of the Investment Manager. Furthermore, issuers of non-U.S. securities are subject to different, often less comprehensive, accounting, reporting or disclosure requirements than U.S. issuers. The securities markets of some countries in which the Partnership may invest have substantially less volume than those in the United States, and securities of certain companies in these countries are less liquid and more volatile than securities of comparable U.S. companies. Accordingly, these markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States. Brokerage commissions and other transaction costs on securities exchanges in non-U.S. countries are generally higher than in the United States. Non- U.S. securities settlements may in some instances be subject to delays and related administrative uncertainties. In some countries there are restrictions on investments or investors such that the only practicable way for the Partnership to invest in such markets is by entering into swaps or other derivative transactions with its prime brokers or others. Such transactions involve counterparty risks which are not present in the case of direct investments and which may not be controllable by the Investment Manager. Investments in China-A Shares. The Partnership may, directly or indirectly (through, for example, participation notes or other types of equity-linked notes), purchase shares in mainland China-based companies that trade on Chinese stock exchanges such as the Shanghai Stock Exchange and the Shenzhen Stock Exchange (“China A-Shares”) through the Shanghai and Shenzhen-Hong Kong Stock Connect (“Stock Connect”), or that may be available in the future through additional stock connect programs, a mutual market access program designed to, among other things, enable foreign investment in the People's Republic of China (“PRC”) via brokers in Hong Kong. There are significant risks inherent in investing in China A-Shares through Stock Connect. The underdeveloped state of PRC's investment and banking systems subjects the settlement, clearing, and registration of China A-Shares transactions to heightened risks. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if either or both markets are closed on a U.S. trading day, the Partnership may not be able to dispose of its China A-Shares in a timely manner, which could adversely affect the Partnership’s performance. Additionally, Stock Connect is subject to daily quota limitations on purchases of China A-Shares. Once the daily quota is reached, orders to purchase additional China A-Shares through Stock Connect will be rejected. The Partnership’s investment in China A-Shares may only be traded through Stock Connect and is not otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the Fund’s shares will be registered in its custodian's name on the Central Clearing and Settlement System. This may expose the Partnership to the credit risk of its custodian or to greater risk of expropriation. Stock Connect restrictions could also limit the ability of the Partnership to sell its China A-Shares in a timely manner, or to sell them at all. Further, different fees, costs, and taxes are imposed on foreign investors acquiring China A-Shares acquired through Stock Connect, and these fees, costs, and taxes may be higher than comparable fees, costs, and taxes imposed on owners of other securities providing similar investment exposure. Investments in Emerging and Frontier Markets. The Partnership may invest in emerging and frontier markets in Asia, Latin America, Eastern Europe and Africa. Investments in emerging and frontier markets involve a greater degree of risk than investing in developed countries. Among other things, emerging and frontier market investments may be subject to the following risks: less publicly available information; more volatile markets and unstable market conditions, changes in interest rates, availability of credit and inflation rates; less liquidity or available credit; uncertainty in enforceability of documents; changes in local laws and regulations (including nationalization of industries); political or economic instability (including wars, terrorist acts or security operations); the relatively small size of the securities markets in such countries and the low volume of trading and less strict securities market regulation; less favorable tax or legal provisions; price controls and other restrictive governmental actions; changes in or non-approval of tariffs or other fees or rates charged, potential severe inflation or other serious adverse economic developments; unstable currency; expropriation of property; confiscatory taxation; imposition of withholding and other taxes on income or gross sales proceeds or dispositions; fluctuations in the rate of exchange between currencies, non-convertibility of currencies which can result in the inability to repatriate funds, costs associated with currency conversion; and certain government policies that may restrict the Partnership’s investment opportunities. The foregoing may result in lack of liquidity and in price volatility. The economies of emerging and frontier markets may differ favorably or unfavorably from the economy of developed countries in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. In addition, emerging and frontier market countries may have a greater risk of default on external debt when their economies experience a downturn. These risks of sovereign default could adversely affect the value of the Partnership’s portfolio. Further, emerging and frontier markets are generally heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain emerging and frontier markets may be based predominantly on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Companies in emerging and frontier countries are generally subject to less stringent and less uniform accounting, auditing and financial reporting standards, practices and disclosure requirements than those applicable to companies in developed countries. In particular, valuation of assets, depreciation, exchange differences, deferred taxation, contingent liabilities and consolidation may be treated differently from accounting standards in more developed countries. Consequently, there is less publicly available information about an emerging or frontier country company than about a company in a developed market. Certain issuers located in emerging and frontier markets, such as banks and other financial institutions, may be subject to less stringent regulations than would be the case for issuers in developed countries and, therefore, investments in these entities potentially carry greater risk. In addition, the Partnership’s investment opportunities in certain emerging and frontier markets may be restricted by legal limits on foreign investment in local securities or restrictions on the ability to convert currency or to take currencies out of certain countries. In emerging and frontier markets, there is often less governmental supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision which is in place may be subject to manipulation or control. Some emerging and frontier market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary appreciation or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Partnership may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts. Trade Claims Risks. An investment in trade claims is speculative and carries a high degree of risk. Trade claims are illiquid instruments which generally do not pay interest and there can be no guarantee that the debtor will ever be able to satisfy the obligation on the trade claim. Such claims are typically unsecured and may be subordinated to other unsecured obligations of a debtor, and generally are subject to defenses of the debtor with respect to the underlying transaction giving rise to the trade claim. Although the Investment Manager endeavors to protect against such risks in connection with the evaluation and purchase of claims, trade claims are subject to risks not generally associated with standardized securities and instruments due to the idiosyncratic nature of the claims purchased. These risks include the risk that the debtor may contest the allowance of the claim due to disputes the debtor has with the original claimant or the inequitable conduct of the original claimant, or due to administrative errors in connection with the transfer of the claim. Recovery on allowed trade claims also may be impaired if the anticipated dividend payable on unsecured claims in the bankruptcy is not realized or if the timing of the bankruptcy distribution is delayed. As a result of the foregoing factors, trade claims are also subject to the risk that if the Partnership does receive payment, it may be in an amount less than what the Partnership paid for or otherwise expects to receive in respect of the claim. Additionally, there can be restrictions on the purchase, sale, and/or transferability of trade claims during all or part of a bankruptcy proceeding. The markets in trade claims generally are not regulated by U.S. federal securities laws or the SEC. The purchase and sale of trade claims are generally consummated by written contract between the parties and contain customary language regarding the return of a portion of the purchase price in the event that all or a portion of the claim is disallowed or rejected. Because trade claims are unsecured, holders of trade claims may have a lower priority in terms of payment than certain other creditors in a bankruptcy proceeding. Because they are not negotiable instruments, trade claims are typically less liquid than negotiable instruments. Given these factors, trade claims often trade at a discount to other pari passu instruments. Risks of Reorganization Transactions. The Partnership may invest in the securities of companies involved in mergers, consolidations, liquidations and reorganizations or as to which there exist tender or exchange offers (collectively, “Reorganization Transactions”). The expected gain on a particular investment in a company involved in a Reorganization Transaction may be less than the potential loss if the transaction is unexpectedly aborted. The anticipated consummation of each transaction is also relevant because the period of time that the Partnership’s assets may be invested in securities of a company involved in a Reorganization Transaction will affect the rate of return realized by the Partnership. The Partnership generally will not invest its assets in a Reorganization Transaction unless the Investment Manager determines that the probability of a timely and successful completion of the transaction offsets any risks associated with possible delays in its successful completion. The Investment Manager may invest the Partnership’s assets in negotiated (or “friendly”) reorganizations, or in non-negotiated (or “hostile”) takeover attempts. There can be no assurance that any Reorganization Transaction proposed at the time the Partnership makes an investment will be consummated or will be consummated on the terms and within the timeframe contemplated. To the extent the Partnership participates in Reorganization Transactions, the Partnership may become more actively involved in the affairs of the issuer than may be typical for other investors, which may result in increased legal expenses and/or other costs to the Partnership. Pooled Investment Vehicles and Pass-Through Entities. The Partnership may invest or take short positions in pooled investment vehicles and pass-through entities, including affiliated or third- party unregistered investment vehicles, investment companies registered under the 1940 Act, master limited partnerships and real estate investment trusts (“Pooled Investment Vehicles”). These Pooled Investment Vehicles may be subject to fees, including other asset-based or performance-based compensation. In addition, such investments may have limited liquidity and any investment by the Partnership in such vehicles will have the risks inherent in the instruments in which such vehicles invest. Company Ownership and Special Purpose Entity Risks. The Partnership may hold a controlling interest in companies in which it has invested. The Partnership may be perceived as controlling, participating in the management of or influencing the conduct of such companies due to of its ownership, representation on the board of directors or other governing body and/or contractual rights. As a result, the Partnership’s assets could be exposed generally to claims (e.g., arising from environmental, pension or Foreign Corrupt Practices Act exposure) by such company, its other stakeholders, creditors, governmental agencies or other third parties. Such liability may not be limited to any particular asset, such as the investment giving rise to the liability, and may exceed the value of the particular investment giving rise to the liability. In addition, the General Partner may use special-purpose entities in connection with certain transactions. Similar considerations may apply to these special-purpose entities. In addition, the bona fides of such entities may be subject to later challenge based on a number of theories, including veil piercing or substantive consolidation. Accordingly, investors could find their Interests adversely impacted by a liability arising from a particular investment. Third-Party Involvement. The Partnership may hold a portion of its investments through partnerships, joint ventures, securitization vehicles or other entities with third-party investors. Joint venture investments involve various risks, including the risk that the Partnership will not be able to implement investment decisions or exit strategies because of limitations on the Partnership’s control of the property under applicable agreements with joint venture partners, the risk that a joint venture partner may become bankrupt or may at any time have economic or business interests or goals that are inconsistent with those of the Partnership, the risk that a joint venture partner may be in a position to take action contrary to the Partnership’s objectives, the risk of liability based upon the actions of a joint venture partner and the risk of disputes or litigation with such partner and the inability to enforce fully all rights (or the incurrence of additional risk in connection with enforcement of rights) one partner may have against the other, including in connection with foreclosure on partner loans because of risks arising under state law. In addition, the Partnership may be liable for actions of its joint venture partners. Control Positions. By purchasing securities of an issuer directly, the Partnership generally does not intend to do so for the purpose of influencing or controlling management of the issuer, but rather generally intends to do so for investment purposes. However, the Partnership may seek to influence or control management. Such actions may include investing in a potential takeover, leveraged buy-out or reorganization or investment in other entities organized in order to purchase securities for the purpose of influencing or controlling management. The Partnership may also seek to influence or control management by, for example, discussing formally or informally with management different operating strategies, proposing shareholder resolutions, engaging in a proxy contest, serving on a board of directors or serving on a creditors’ committee established in connection with a company’s insolvency. To the extent the success of an investment is based (in whole or in part) on the Partnership’s ability to influence or control management, such success will be dependent upon, among other things: (i) the Investment Manager’s ability to properly identify issuers that have securities prices that can be improved through corporate and/or strategic action; (ii) the Partnership’s ability to acquire securities of such issuers in the requisite quantity and at the appropriate price; (iii) the ability of the Partnership to build its position in accordance with applicable regulations; (iv) the receptiveness of the management of such issuers and other stakeholders to the Investment Manager’s proposals; and (v) favorable movements in the market price of any such issuer’s securities in response to any actions taken by such issuer. There can be no assurance that any of the foregoing will occur. Risks of Master Limited Partnerships. Risks of investments in securities of master limited partnerships (“MLPs”) involve include, risks related to limited control and limited voting rights with respect to matters germane to MLPs, risks related to potential conflicts of interest between an MLP and the general partner of such MLP, including those arising from performance-based compensation payments, cash flow risks, dilution risks and risks related to the general partner’s right to require unit-holders to sell their common units at an undesirable time or price. To the extent the Partnership invests in MLPs, such investments may be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. In addition, certain tax risks are associated with investments in MLPs. Investment in Small Companies. There is no limitation on the size or operating experience of the companies in which the Partnership may invest. Some small companies in which the Partnership may invest may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Leverage. The Investment Manager may utilize leverage in investing the Partnership’s assets, including through engaging in trading on margin by borrowing funds and pledging securities as collateral. While such use of borrowed funds increases returns if the Partnership earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns if the Partnership fails to earn as much on such incremental investments as it pays for such funds. The effect of leverage may therefore result in a greater decrease in the net asset value of the Partnership than if the Partnership were not so leveraged. Any use by the Partnership of short-term margin borrowings will result in certain additional risks to the Partnership. For example, the securities pledged to brokers to secure the Partnership’s margin accounts could be subject to a “margin call,” pursuant to which the Partnership would be required to either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. A sudden, precipitous drop in value of the Partnership’s assets accompanied by corresponding margin calls could force the Partnership to liquidate assets quickly, and not for what the Investment Manager perceives to be their fair value, in order to pay off its margin debt. In addition, the Partnership may engage in certain derivative transactions which implicitly contain leverage and subject the Partnership to the same risks discussed above. Hedging. The Partnership may utilize certain financial instruments (including derivatives) and investment techniques for risk management or hedging purposes. There is no assurance that such risk management and hedging strategies will be successful, as such success will depend on, among other factors, the Investment Manager’s ability to predict the future correlation, if any, between please register to get more info

The Investment Manager has no legal or disciplinary events required to be disclosed pursuant to this Item 9. please register to get more info

Related General Partner
The General Partner has claimed an exemption from registration as a commodity pool operator with respect to the Partnership, pursuant to Rule 4.13(a)(3) under the Commodity Exchange Act, as amended. Neither the Investment Manager nor any of its partners or employees is registered, nor does any of the foregoing have any applications pending to register, with the SEC as a broker-dealer or a registered representative of a broker-dealer. Michael DeMichele and Farhad Nanji are both key personnel of the General Partner and the Investment Manager. please register to get more info

Trading
Code of Ethics
The Investment Manager has adopted a written Code of Ethics that is applicable to all of its partners/members, officers and employees, as well as officers and employees of its affiliates and certain independent contractors (collectively, “Investment Manager Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Investment Manager Personnel and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for the Partnership, subject to the terms of the Code of Ethics. Under the Code of Ethics, Investment Manager Personnel are also required to file certain periodic reports with the Investment Manager’s Chief Compliance Officer as required by Rule 204A-1 under the Investment Managers Act. The Code of Ethics helps the Investment Manager detect and prevent potential conflicts of interest. Investment Manager Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Investment Manager Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Investment Manager Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to: [email protected].
Conflicts of Interest
Management of the Partnership. The employees and members of the General Partner and the Investment Manager are not obligated to devote their full time to the Partnership, but will devote such time as, in the judgment of the General Partner, the conduct of the Partnership’s business shall reasonably require. The Investment Manager and its affiliates may provide investment advice to other clients, including investment funds and managed accounts that may either co-invest with the Partnership or follow investment programs similar to or different from that of the Partnership (each, a “Related Fund”). In addition, the Investment Manager, its affiliates and the investment professionals thereof may have investments in other Related Funds or interests in the performance of other Related Funds which pose conflicts of interest. Conflicts of interest among the Partnership and the other Related Funds may exist, which include, but are not limited to, those described herein. By reason of the investment advisory and other activities of the General Partner and its affiliates, the General Partner or its affiliates may acquire confidential information or otherwise be restricted (including any voluntary restriction) from initiating transactions in certain securities. It is acknowledged and agreed that, except as required by law, the General Partner’s affiliates may not be free to divulge, or to act upon, any such confidential information with respect to their performance of their responsibilities to the Partnership and that, due to such a restriction, the General Partner or its affiliate may be prevented from initiating a transaction on behalf of the Partnership that it otherwise might have initiated. Allocation of Investment Opportunities by the Partnership and other Related Funds. The Investment Manager may organize Related Funds. Purchase and sale orders generally will be combined for Related Funds with each entity paying its pro rata share of the total commission and paying or receiving its pro rata share of the total cost or sales proceeds. From the standpoint of the Partnership, simultaneous identical portfolio transactions for the Partnership and the other Related Funds may decrease the prices received, and increase the prices required to be paid, by the Partnership for its portfolio sales and purchases. There may be a conflict of interest in the allocation of investment opportunities among the Partnership and other Related Funds. Absent contractual requirements to the contrary, the Investment Manager and its affiliates will generally have sole discretion to allocate investment opportunities in a manner that the Investment Manager and its affiliates determine, in good faith, to be fair and equitable under the circumstances to all the entities involved, including based on such entities’ investment objectives and strategies. There can be no assurances that an investment opportunity which comes to the attention of the Investment Manager and its affiliates will not be allocated wholly or primarily to other Related Funds, with the Partnership being unable to participate in such investment opportunity or participating only on a limited basis. If, in the sole discretion of the Investment Manager, the Partnership, the Partnership and/or one or more other Related Funds should not participate in a particular investment opportunity for tax or regulatory reasons, such investment opportunity will be allocated only to the Related Funds not affected by such tax or regulatory reasons. To the extent an investment is not allocated pro rata, the Partnership could incur a disproportionate amount of income or loss related to such investment relative to the other Related Funds. The Partnership could be disadvantaged because of activities conducted by the General Partner, Investment Manager or their affiliates for the other Related Funds as a result of, among other things: legal restrictions on the combined size of positions which may be taken for all accounts managed by the Investment Manager or its affiliates, thereby limiting the size of the Partnership’s position; and the difficulty of liquidating an investment for more than one account where the market cannot absorb the sale of the combined positions. In addition, there may be circumstances under which the Investment Manager or its affiliates will consider participation by other Related Funds in investment opportunities in which the Investment Manager does not intend to invest, or intends to invest only on a limited basis, on behalf of the Partnership. The Investment Manager and its affiliates will evaluate for the Partnership and other Related Funds a variety of factors which may be relevant in determining whether a particular situation or strategy is appropriate and feasible for the Partnership or another Related Fund at a particular time, including the nature of the investment opportunity taken in the context of the other investments at the time, the liquidity of the investment relative to the needs of the particular entity, the investment or regulatory limitations on the particular entity and the transaction costs involved. Because these considerations may differ for the Partnership and one or more of the other Related Funds in the context of any particular investment opportunity, investment activities of the Partnership and the other Related Funds may differ considerably from time to time. Transactions with Affiliates. The Partnership Agreement allows the Partnership to participate in transactions in which the General Partner or the Investment Manager (or any of their employees, members and/or principals or any limited partner) is directly or indirectly interested. In connection with such transactions, the Partnership, on the one hand, and the General Partner, Investment Manager, their employees, members and/or principals or limited partners, on the other hand, may have conflicting interests. The General Partner and the Investment Manager may also face conflicts of interest in connection with purchase or sale transactions (involving an investment by the Partnership) with an affiliate of the Partnership (including other Related Funds), including with respect to the consideration offered by, and the obligation of, the General Partner or the Investment Manager and such other affiliate. Although other Related Funds may pursue investment objectives that are similar to the Partnership, the portfolios of the Partnership and such other Related Funds may differ as a result non-pro rata allocations, of purchases and redemptions being made at different times and in different amounts, as well as because of different tax and regulatory considerations. The Partnership may enter into cross-trades (i.e., purchases and sales with other Related Funds), including “rebalancing” transactions with other Related Funds that have the same investment objectives as the Partnership when contributions or redemptions of capital to or from either the Partnership or the other Related Funds change the ratio of Partnership assets to the assets of other Related Funds. The purpose of any such rebalancing transactions would be to bring each Related Fund’s exposure to a commonly held investment into line with each Related Fund’s percentage of total equity under management. The Partnership could be a purchaser or a seller in such rebalancing transactions. All “rebalancing” transactions: (i) would be effected for cash consideration at the current fair value of the particular securities, (ii) would not involve restricted securities or securities for which market quotations are not readily available, and (iii) if executed through a broker, generally would not involve any brokerage commission fee (except for customary transfer fees and brokerage fees for transactions involving U.S. options or certain non-U.S. equities or where some or all of a position is in a swap) or other remuneration. Personal Trading. The Organizational Documents do not prohibit the General Partner, the Investment Manager, or their respective general partners, or their employees, members and/or principals or any other partner from buying or selling securities or commodity interests for their own account. The records of any such trades by the Investment Manager, its general partners, or its employees, members and/or principals will not be open to inspection by the Limited Partners. The Investment Manager maintains compliance policies and procedures, including personal trading policies, which are designed to reduce potential conflicts of interest. With respect to such personal accounts, the Investment Manager, its general partners or its employees, members and/or principals may not initiate investment positions in the securities of companies invested in by the Partnership. Side Letter Agreements In accordance with the Partnership Agreement, the General Partner, in its sole discretion, is permitted to enter into separate agreements with Limited Partners setting forth the terms of investment by such Limited Partners in the Partnership, subject, in certain instances, to the rights of other Limited Partners to obtain additional rights granted by such agreements. Among other things, such agreements may provide for Management Fees, Performance Allocations, liquidity terms and/or transparency rights more favorable than are available to other investors. Valuation of the Partnership’s Assets and Liabilities by the Investment Manager The Investment Manager has been delegated the responsibility of valuing the Partnership’s assets and liabilities. Such valuations by the Investment Manager will be conclusive and binding on the Partnership. Because such valuations drive the calculation of the Management Fees and Performance Fees, there is an inherent potential conflict of interest. The Investment Manager has policies and procedures (which are available to Limited Partners for review) designed to identify and manage such conflict. Other Potential Conflicts The Organizational Documents of the Partnership establish complex arrangements among the Partnership, the Investment Manager, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Organizational Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Investment Manager will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to the Partnership or its investors. please register to get more info

In order to meet its fiduciary duties to the Partnership, the Investment Manager has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers The Investment Manager is solely responsible for choosing the broker or brokers used for each securities transaction for the Partnership. In negotiating commission rates and selecting broker/dealers, the Investment Manager seeks the best available combination of execution and price (which includes the cost of the transaction) and shall take into account all factors it deems relevant, including by way of illustration but not limited to the financial stability and reputation of the particular broker/dealer, the ability to achieve prompt and reliable executions at favorable prices, the operational efficiency with which transactions are effected and the brokerage and research services provided by such broker/dealer, among other factors. It is noted that since commission rates are generally negotiable, selecting brokers on the basis of considerations which are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable. The Investment Manager believes that valuable brokerage and research services can be provided to the Partnership by brokerage firms effecting transactions for the Partnership. Accordingly, the Investment Manager may not seek lower brokerage commissions to the extent that doing so might detract from the provision of such brokerage and research services. Brokerage and research services may either be obtained from brokerage firms or obtained from third parties and paid for by the Investment Manager and subsequently charged to the Partnership and the other Related Funds pro rata based on their relative capital balances. Brokerage and research services may include, but are not limited to, written (including electronic) information and analyses concerning specific securities, companies or sectors; news, quotation, statistics and pricing services, as well as discussions with research personnel and consultants; and hardware, software, databases and other technical and telecommunications services and equipment utilized in the investment management process and consulting fees in connection with investigating and monitoring potential and existing investments. Research services, whether obtained by the use of commissions arising from the Partnership’s portfolio transactions or paid for by the Investment Manager and charged to the Partnership and the other Related Funds as described above, may be used by the Investment Manager for the benefit of other Related Funds. The Investment Manager is entitled to use “soft” or commission dollars generated by the Partnership to pay certain expenses which would otherwise be payable by the Partnership, which payments the Investment Manager intends will fall within the parameters of Section 28(e) of the Exchange Act. please register to get more info

Oversight and Monitoring
The Investment Manager regularly reviews and analyzes its existing positions to attempt to identify issues early on and to take action where necessary. The Partnership’s portfolio of investments is reviewed by a team of investment professionals. The team generally includes senior management and other investment professionals of the Investment Manager.
Reporting
Investors in the Partnership typically receive, among other things, a copy of audited financial statements of the relevant Partnership within 120 days after the fiscal year end of the Partnership, as well as quarterly performance reports as soon as reasonably practicable after each fiscal quarter end. The Investment Manager and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to the Partnership to one or more investors in the Partnership as they deem appropriate. please register to get more info

The Investment Manager does not compensate any person who is not a supervised person, including solicitors or placement agents, for client referrals. For details regarding economic benefits provided to the Investment Manager by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. please register to get more info

The Investment Manager is deemed to have custody of the Partnership’s assets as a result of its authority over such assets. The Partnership’s financial statements are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and the audited financial statements of the Partnership will be distributed to each investor within 120 days of the Partnership’s fiscal year end. The Partnership’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles. please register to get more info

Investment advice is provided directly to the Partnership (and not individually to the investors in the Partnership) on a discretionary basis. Services are provided to the Partnership in accordance with the Investment Management Agreement and/or the other Organizational Documents of the Partnership. Investment restrictions for the Partnership, if any, are generally established in the Organizational Documents of the Partnership. please register to get more info

The Investment Manager has established written policies and procedures setting forth the principles and procedures by which the Investment Manager votes or gives consent with respect to securities owned by the Partnership (“Votes”). The guiding principle by which the Investment Manager votes all Votes is to vote in the best interests of the Partnership by maximizing the economic value of the relevant Partnership’s holdings, taking into account the relevant Partnership’s investment horizon, the contractual obligations under the relevant Investment Management Agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. The Investment Manager does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Investment Manager’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Investment Manager reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Investment Manager’s Chief Compliance Officer or the relevant Investment Manager investment professional, the costs associated with voting such Vote outweigh the benefits to the Partnership or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the Partnership. The Partnership generally cannot direct the Investment Manager’s Vote. A copy of the Investment Manager’s proxy voting policy is available to any client or prospective client upon written request to: [email protected]. please register to get more info

The Investment Manager does not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure.
Item 19. Requirements for State-Registered Investment Managers
Item 19 is not applicable to the Investment Manager. please register to get more info