A. The Adviser is a Delaware limited liability company and has its principal place of business located in Greenwich, CT. The Adviser provides discretionary investment advisory and sub-advisory services to private investment funds for sophisticated, qualified investors (the “Funds” or the “Clients”).1

The Adviser was formed in 2016 by its founder, Elise Di Vincenzo Crumbine (the “Principal”).

B. The Adviser seeks to generate absolute returns while minimizing volatility through pursuing a long-short equity strategy.

C. While each of its Clients will follow the general strategy stated above, the Adviser may tailor the specific advisory services with respect to each Client based on the particular investment objectives and strategies described in the applicable Client’s (i) confidential offering memorandum or separate account agreement (as applicable) and (ii) governing documents (referred to collectively as “Offering Documents”).
All discussion of the Clients in this Brochure, including but not limited to their
investments, the strategies used in managing the Clients, and conflicts of interest
faced by the Adviser in connection with the management of the Clients are
qualified in their entirety by reference to each Client’s respective Offering
Documents.

D. The Adviser does not participate in wrap fee programs. E. As of 12/31/19, the Adviser manages $92,633,072 in discretionary assets and $0 in non-discretionary assets. 1 As a registered investment adviser, the Adviser owes a fiduciary duty to all of its clients. In 2006, the decision by the Court of Appeals for the D.C. Circuit in Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June 23, 2006), with respect to private funds, clarified that the “client” of an investment adviser to a private fund is the fund itself and not an investor in the fund. please register to get more info

A. Below is a discussion of how the Adviser is compensated in connection with providing advisory services to its Clients. The Adviser may enter into different fee arrangements on a Client by Client basis. Management Fees The fees and expenses associated with each Client account will be negotiated with each Client and are described in detail in each Client’s Offering Documents. Generally, the Adviser will be entitled to a management fee of two percent (2.0%) of a Client’s account assets.

Performance Allocation. The Adviser is entitled to a performance-based profit allocation at the end of each calendar year. The Performance Allocation will be negotiated with each Client, but generally will b e equal to twenty percent (20%) of the net profits (the “Performance Allocation”).

Direct Client Expenses. Clients are responsible for all direct expenses related to their operations and activities, including all of its expenses associated with its investment portfolio, including brokerage commissions and other transaction costs. Clients bear the full cost of expenses related to proxies, underwriting and private placements, brokerage commissions, interest on debit balances or borrowings, custody fees and any withholding or transfer taxes imposed on the Fund.

B. Management Fees and Performance Allocations from the Fund are deducted directly from the Client’s capital and payable monthly in advance.

C. Clients will incur brokerage and other transaction costs. Item 12 of this brochure discusses how the Adviser selects brokers and determines the reasonableness of their compensation. The direct expenses borne by each Client are described in more full detail in each Client’s Offering Documents. D. As stated above, Management Fees are deducted directly from the Client’s capital and paid monthly in advance. The Management Fee is prorated for any period that is less than a full month for capital contributions made by new or existing investors, and refunded on a prorated basis upon withdrawal or redemption from a Fund prior to the quarter-end. E. Other than as described above, neither the Adviser nor any of its supervised persons receives any compensation from the sale of securities or other investment products. please register to get more info

As stated in Item 5 above, the Adviser receives performance-based fees or allocations from certain Clients. These payments are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3, which requires that performance-based fees only be charged to “qualified clients” (as such term is defined in Rule 205-3). Performance-based fees, in general, may create an incentive for an adviser or its supervised persons to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. Such fee arrangements may also create an incentive to favor higher fee paying clients over other clients in the allocation of investment opportunities. To address these conflicts of interest with respect to any future clients, the Adviser will implement policies and procedures to ensure that all clients receive equitable and fair treatment over time with respect to the allocation of investment opportunities. please register to get more info

As mentioned in Item 4, the Adviser provides investment advisory services to private investment funds for sophisticated, qualified investors. Acceptance of Fund and sub-advisory account relationships is determined on a case-by-case basis. please register to get more info

Investment Strategy Overview and Methods of Analysis
Stormborn Capital’s investment strategy is summarized below and detailed in the governing documents for each Client. The Adviser’s investment objective is to produce superior, risk-adjusted returns through the management of a portfolio of long and short equity investments. The Adviser identifies long and short investment ideas through its investment process, which emphasizes detailed analysis of company and sector fundamentals.


Risk of Loss

The Adviser’s investment strategy involves a high degree of business and financial risk that can result in substantial losses and is suitable only for investors prepared to bear such risk. The risks factors below are not intended to be exhaustive. Prospective investors should carefully review the risks described in the applicable Client’s offering documents: Investment and Trading Risks All securities investments bear significant risk of capital loss. The Adviser believes that its trading program and research techniques will moderate this risk through a careful selection of securities and other financial instruments. However, no guarantee or representation is made that the Clients’ trading programs will be successful or that the Clients will not incur losses. The Clients’ trading programs may utilize trading techniques including, but not limited to, trading in put and call options and other derivatives, the use of leverage, and short sales, which in practice can, in certain circumstances, increase the adverse impact to which the Clients may be subject. General Operational Risks The volume and complexity of the Clients’ transactions may place substantial burdens on the Investment Manager’s operational systems and resources, including those related to trade entry and execution, position reconciliation, corporate actions, collateral and margin maintenance, marking procedures, finance, accounting, profit and loss reporting, internal management and risk reporting and funds transfers. Human error (including, without limitation, trading errors), system failure or other problems with any of these processes could result in material losses or costs, which generally will be borne by the Clients. Reliance on Corporate Financial Reporting In making investment decisions, the Adviser often relies upon corporate financial reports that are publicly disseminated. Although the Adviser takes reasonable steps to ensure the accuracy of financial reports prior to making investment decisions, the Adviser may nonetheless be unaware of taints in financial reports resulting from practices, including but not limited to, corporate mismanagement, fraud, or accounting irregularities. Because these taints may not be discoverable until after investment decisions are made, Clients may experience significant losses once these taints are subsequently brought to light. Dependence on the Adviser Clients must rely on the ability of the Adviser to manage the Client’s trading and investment program. The Adviser, in turn, depends on the services of certain key personnel. The loss of the Adviser’s services could be material and adverse to the Clients. Dependence on the Adviser’s Personnel The Clients’ success depends upon the ability of the Adviser’s personnel to develop and implement, as well as allocate the Clients’ capital among investment strategies in an attempt to achieve the Clients’ investment objectives. If the Adviser were to lose the services of the Adviser’s personnel, the consequences to the Clients could be material and adverse. Leverage The Adviser may have the authority to borrow funds and may do so when deemed necessary or appropriate by the Adviser or its affiliates. The Adviser may borrow funds on behalf of its Clients from brokers, banks and other lenders to finance its investing and trading operations, which borrowings may be secured by Client assets. The use of such leverage can, in certain circumstances, maximize the losses to which a Client’s investment portfolio may be subject. Any event that adversely affects the value of an investment would be magnified to the extent that a particular asset or the Client as a whole is leveraged. The cumulative effect of the use of leverage in a market that moves adversely to Client investments could result in a substantial loss to Clients, which would be greater than if Clients were not leveraged. Investment Judgment; Market Risk

The profitability of a significant portion of the Adviser’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Adviser will be able to predict accurately these price movements. With respect to the investment strategy utilized by the Fund, there is always a degree of market risk. Short Sales A short sale involves the sale of a security that the Clients do not own in the expectation of purchasing the same security (or a security exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the Clients must borrow the security and the Clients are obligated to return the security to the lender, which is accomplished by a later purchase of the security by the Clients. When the Client makes a short sale in the United States, it must leave the proceeds thereof with the broker and it must also deposit with the broker an amount of cash or U.S. government or other securities sufficient under current margin regulations to collateralize its obligation to replace the borrowed securities that have been sold. If short sales are effected on a foreign exchange, such transactions will be governed by local law. A short sale involves the risk of a theoretically unlimited increase in the market price of the security that would result in a theoretically unlimited loss to the Clients. The extent to which the Clients will engage in short sales will depend upon the Adviser’s trading strategy and perception of market direction and the value of individual securities. The Adviser may engage in short sales on behalf of the Clients as a hedge against potential market declines and/or based on its fundamental analysis of the subject issuers. Additionally, from time to time, the U.S. government or other foreign jurisdictions have imposed restrictions on the abilities of investors to enter short sales, including a complete prohibition of taking short positions of certain companies. Such restrictions may affect the ability of the Adviser to carry out the investment strategy. Inflation There has been an unusually low rate of inflation in the United States and most other developed economies for some time. At the same time, the central governments have been injecting unprecedented amounts of financial stimulus into these economies — historically a recurring cause of serious inflation. Were significant inflation to occur, the effect on the Adviser’s strategy could be materially adverse — while unpredictable, stocks have traditionally been considered a form of “hedge” against inflation, but that is not always the case (particularly in the case of any individual stock) and the Clients will take short as well as long positions. Systemic Risk The events of late 2008 demonstrated the systemic risk of a general loss in confidence, or simply uncertainty, concerning the stability of financial institutions in general. It is difficult, if not impossible, for any counterparty to know the financial condition of another counterparty in detail, and in a scenario in which a major investment bank declares bankruptcy, resulting in lasting uncertainty concerning, and material losses of, its customer funds, financial institutions can suddenly cease ordinary course dealings with each other, resulting in “credit freezes,” the inability to refinance short-term borrowings and general dysfunction of the financial markets. Many other highly successful financial market participants sustained major losses as a result of the systemic dysfunction of the global financial system following the Lehman Brothers bankruptcy. There can be no assurance that such disruptions will not recur or that the Clients will not incur major losses as a result. Availability of Suitable Investments While the Adviser believes that there are currently available many attractive investments of the type in which the Clients currently invest, there can be no assurance that such investments will continue to be available for the Clients’ investment activities, or that available investments will meet the Clients’ investment criteria. Custody Risk The Clients, prime brokers and their affiliates, and other primary custodians may, subject to the restrictions imposed by the Advisers Act, appoint sub-custodians in certain non-U.S. jurisdictions to hold the assets of the Client. The Clients’ primary custodians may not be responsible for cash or assets held by sub-custodians in certain non-U.S. jurisdictions, or for any losses suffered by the Client as a result of the misconduct, bankruptcy or insolvency of any such sub-custodian. Changes in Counterparties and/or Custodians The Adviser may change Clients’ brokerage and custodial arrangements without prior notice to, and without the consent of, the Clients.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A
COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED
IN ADVISER’S METHODS OF ANALYSIS AND INVESTMENT STRATEGIES
USED IN FORMULATING INVESTMENT ADVICE OR MANAGING ASSETS.
PROSPECTIVE CLIENTS SHOULD CAREFULLY REVIEW THE RISKS
DESCRIBED IN THE APPLICABLE GOVERNING DOCUMENTS. please register to get more info

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Adviser’s advisory services or the integrity of management. Neither Stormborn, nor any of its affiliates, have ever been disciplined or sanctioned by any regulatory agency. please register to get more info

A. The Adviser is not registered, and does not have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. Currently, no employees of the Adviser are registered representatives of a broker-dealer. B. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. C. The Adviser does not have any other relationships or arrangements with any related persons that is material to its advisory business or to its Clients. D. The Adviser does not recommend or select other investment advisers for its Clients. please register to get more info

Trading
A. The Adviser has adopted a written Code of Ethics designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act (the “Code”). The Code sets forth a standard of business conduct and compliance with federal securities laws by all of the Adviser's employees. The Code contains policies and procedures that ensure that all personal securities trading by employees of the Adviser is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility. Employees are generally prohibited from transactions in single name companies (including IPOs) in their personal accounts and must pre-clear other transactions involving reportable securities. The Adviser requires periodic reporting of employees' personal securities transactions and holdings; and requires prompt internal reporting of Code violations.

The Adviser has established procedures to prevent the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. Because the structure of the Adviser would make information barriers impractical, the firm has not imposed information barriers to restrict the internal flow of possible material, non-public information. Thus, all professionals are deemed to be in receipt of material, non-public information, in all instances where any professional of the Adviser has received material, non- public information, and, therefore, may not trade on the basis of that information.

The Adviser will provide a copy of the Code to any investor or prospective investor upon request.

B. The Adviser does not have a material financial interest in securities for which it recommends to Clients, or buys or sells for Client accounts.

C. The Adviser or related persons may invest in securities that it recommends to Clients. This may create an incentive for the Adviser to allocate securities in favor of the Adviser’s proprietary accounts over the Client’s accounts. To address these conflicts of interest, the Adviser has implemented personal trading policies within the Code that requires pre-clearance of personal trades in certain circumstances; requires periodic reporting of employees' personal securities transactions and holdings; and requires prompt internal reporting of Code violations. D. Subject to the requirements of the Code, the Adviser or related persons may recommend investments to Clients, or make investments for Clients, at or about the same time that the Adviser or its related persons buys or sells the same investments for their own account. please register to get more info

A. The Adviser has complete discretion to determine, subject to each Client’s disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries use in effecting the transactions for Clients, and the commission rates to be paid for such transactions. Brokerage. The Adviser selects the broker-dealers and other financial intermediaries used to effect transactions on behalf of its Clients. The Adviser seeks to obtain “best execution” from these broker-dealers based on a variety of factors. In selecting broker-dealers to effect portfolio transactions, the Adviser may cause a Client to enter into arrangements pursuant to which the Client pays transaction costs in an amount greater than would be incurred if another broker-dealer were used. The Adviser is not required to solicit competitive bids or seek the lowest available commission or transaction costs. The transactions executed by a Client may be cleared through, and the Client’s investment instruments may be held by, a number of financial institutions the Adviser selects on terms negotiated with each such financial institution individually. Subject to the Adviser’s agreement with each Client, the Adviser may use a variety of financial institutions both to take advantage of differing expertise and capabilities and to avoid, due to credit concerns, having all investment instruments concentrated at one firm. The Adviser does not consider the receipt of Client referrals when selecting broker-dealers to execute transactions.

The Adviser does not permit clients to direct brokerage to a specified broker- dealer. All brokerage transactions will be executed through the broker-dealers selected by the Adviser.

Soft Dollars. The Adviser or its affiliates may receive from a Client’s broker-dealer products and services in addition to brokerage services.

A portion of the commissions generated on a Client’s brokerage transactions may generate “soft dollar” credits that the Adviser is authorized to use to pay for research and other non- research related services and products used by the Adviser or its affiliates. The Adviser may enter into “soft dollar” arrangements with one or more broker-dealers whereby the Adviser will direct securities transactions to the broker- dealer in return for research products and services from the broker-dealer. Although the Adviser will use the research and services in making investment decisions for the applicable Client, the Adviser may use such research or services for other Clients and the applicable Client will generally pay more than the lowest available commissions for execution of these transactions. The Adviser may also enter into “soft dollar” arrangements to cover Client expenses or costs and expenses of the Adviser to the extent such arrangements are permitted by law. The Adviser has authority to use “soft dollar” credits generated by a Client’s securities transactions to pay for expenses that might otherwise have been borne by the Adviser. This may give the Adviser an incentive to select brokers or dealers for Client transactions, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by the Adviser rather than giving exclusive consideration to the interests of the Clients. In the event that the Adviser elects to use soft dollars, it intends to limit such use to services that fall within the safe harbor afforded by Section 28(e) of the Securities Exchange Act of 1934, as amended, or such services that are otherwise reasonably related to the investment decision-making process.

The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment).

The use of brokerage commissions to obtain investment research services and to pay for the administrative costs and expenses of the Adviser creates a conflict of interest between the Adviser and its Clients, because a Client may pay for such products and services that are not exclusively for the benefit of the Client and that may be primarily or exclusively for the benefit of the Adviser. To the extent that the Adviser is able to acquire these products and services without expending its own resources (including management fees paid by a Client), the Adviser’s use of “soft-dollars” would tend to increase the Adviser’s profitability. In addition, the availability of these non-monetary benefits may influence the Adviser to select one broker rather than another to perform services for its Clients. Certain of the Clients’ Offering Documents, including the Funds’ Offering Documents, specifically authorize these practices to the fullest extent permitted by law. B. In general, (and when applicable), the Adviser attempts to aggregate multiple orders for the purchase or sale of the same instrument into block transactions, subject to the overall obligation to achieve best price and execution for its Clients. please register to get more info

A. The Principal of the Adviser is responsible for reviewing Client investment portfolios on a continuous basis relating to, among other factors, position sizes; exposure levels; margin requirements; and investment strategy compliance. B. See Item 13.A. above. C. The Adviser provides Clients with periodic written reports and other communications. please register to get more info

A. The Adviser does not receive any economic benefit, including sales awards or prizes, from any third party for providing advisory services to the Fund. B. Neither the Adviser nor a related person of the Adviser directly or indirectly compensates any person who is not a supervised person for client referrals. please register to get more info

The Adviser is not a custodian and does not hold client assets. please register to get more info

The Adviser exercises discretion in managing the Clients’ investments based on the Clients’ investment objectives, policies, and strategies disclosed in its Offering Documents. The Adviser contractually assumes discretionary authority with each Client account under an investment management agreement. please register to get more info

The Adviser follows a proxy voting policy to ensure that proxies the firm votes, on behalf of each Client, are voted to further the best interest of that Client. The policy establishes a mechanism to address any conflicts of interests between the Adviser and its Clients. Further, the policy establishes how a Client’s underlying investors may obtain information on how the proxies have been voted. The Adviser determines how to vote after studying the proxy materials and any other materials that may be necessary or beneficial to voting. The Adviser votes proxies in a manner that it believes reasonably furthers the best interests of its Clients and is consistent with the investment philosophy as set forth in the relevant Client Offering Documents.

If a proxy vote creates a material conflict between the interests of the Adviser and a Client, the Adviser will resolve the conflict before voting the proxies. The Adviser will take steps designed to ensure that a decision to vote the proxy was based on the Adviser’s determination of the Client’s best interest and was not the product of the conflict. The Adviser maintains records of (i) all proxy votes that are made on behalf of its Clients; (ii) all written requests from each Client’s underlying investors regarding voting history; and (iii) all responses (written and oral) to investors’ requests. Such records are available to each Client’s underlying investors upon request. please register to get more info

A. The Adviser does not require or solicit prepayment of more than $500 six months or more in advance. B. The Adviser does not believe it has any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to its Clients. C. The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info