ADVISORY BUSINESS
A. General Description of Advisory Firm
1. D1 Capital Partners L.P. D1 Capital Partners L.P. (the “Investment Adviser”, “we”, “us”, and similar terms), is a Delaware limited partnership that was formed in 2018. We have one office, which is located in New York City. We are controlled by our principal owner, Daniel Sundheim (the “Principal Owner”), who is a limited partner of the Investment Adviser and wholly owns and controls, directly and indirectly, D1 Capital Management LLC, which serves as the Investment Adviser’s General Partner (the “Investment Adviser General Partner”). The Investment Adviser General Partner has ultimate responsibility for our management, operations and investment decisions. 2. Fund General Partners Our registration on Form ADV also covers D1 Capital Partners GP LLC (the “Fund General Partner”) and D1 Capital Partners GP Sub LLC (the “Master Fund General Partner”, and collectively with the Fund General Partner, the “Fund General Partners”), which are both limited liability companies organized under the laws of the state of Delaware. The Fund General Partners are affiliates of the Investment Adviser and serve or may serve as the general partners of pooled investment vehicles that are U.S. or offshore partnerships. The Fund General Partners’ facilities and personnel are provided by the Investment Adviser. The Principal Owner is the sole owner and the managing member of, and controls, the Fund General Partner. The Fund General Partner is the sole owner and managing member of the Master Fund General Partner. 3. Co-Investment General Partners Our registration on Form ADV also covers D1 Iconoclast Holdings GP LLC (the “Iconoclast General Partner”) and D1 Lion Holdings GP LLC (the “Lion General Partner”, and collectively with the Iconoclast General Partner, the “Co-Investment General Partners”), which are both limited liability companies organized under the laws of the state of Delaware. The Co-Investment General Partners are affiliates of the Investment Adviser and serve or may serve as the general partners of pooled investment vehicles that are U.S. or offshore partnerships. The Co-Investment General Partners’ facilities and personnel are provided by the Investment Adviser. The Fund General Partner is the sole owner and the managing member of, and controls, each Co- Investment General Partner.
B. Description of Advisory Services
This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. 1. Advisory Services We serve as the investment adviser, with discretionary trading authority, to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). The Funds include:
• D1 Capital Partners Onshore LP, a Delaware limited partnership (the “Domestic Fund”);
• D1 Capital Partners Offshore LP, a Cayman Islands exempted limited partnership (the “Offshore Fund”, collectively with the Domestic Fund, the “Feeder Funds”);
• D1 Capital Partners Offshore Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore Feeder Fund”), which invests substantially all of its assets into the Offshore Fund;
• D1 Capital Partners Intermediate LP, a Cayman Islands exempted limited partnership (the “Intermediate Fund”), into which the Offshore Fund invests substantially all of its assets; and
• D1 Capital Partners Master LP, a Cayman Islands exempted limited partnership (the “Master Fund”), which serves as the master fund into which the Domestic Fund and the Intermediate Fund invest substantially all of their assets through a “master feeder” structure (the assets of the Offshore Fund and the Offshore Feeder Fund are indirectly invested, through the Intermediate Fund, into the Master Fund). The Fund General Partner serves as the general partner of the Domestic Fund, the Offshore Fund and the Intermediate Fund. The Offshore Feeder Fund is governed by its Board of Directors. The Master Fund General Partner serves as the general partner of the Master Fund. In addition to the investment advisory services that we provide to the Funds, we have entered into, and may in the future enter into, co-investment arrangements with third parties (including, but not limited to, certain investors in the Funds), whereby we provide advisory services to vehicles that make investments alongside the Funds (“Co-Investment Vehicles”) (such Co-Investment Vehicles may include managed accounts or investment funds formed for a single investor or group of affiliated investors). Certain of the Co-Investment Vehicles are established and operated by the Investment Adviser or an affiliate. We also provide advisory services to Co-Investment Vehicles that are established and operated by third parties. Currently, the Co-Investment Vehicles established and operated by us and our affiliates are D1 Iconoclast Holdings LP (the general partner of which is the Iconoclast General Partner) and D1 Lion Holdings LP (the general partner of which is the Lion General Partner). Note that the term “Co- Investment Vehicles” as defined herein refers only to such vehicles to which we provide investment advisory services. In addition to such arrangements, we may cause our clients to invest in a vehicle in which third parties are invested where we do not provide investment advisory services to either the third parties or the vehicle – such vehicles are not included within the definition of “Co-Investment Vehicles”. As used herein, the term “client” generally refers to each Fund and to each Co-Investment Vehicle. 2. Investment Strategies and Types of Investments We will implement a global equity long-short strategy that will also seek to opportunistically pursue private investment opportunities for our clients, with flexibility to invest in opportunities that are perceived to offer the highest risk-adjusted returns. We expect to focus our research primarily on the technology, media and telecom (“TMT”), industrials, healthcare, consumer, real estate and financial services sectors. Geographically, our investments primarily will be in North America, Western Europe, Japan and China. There are no sector or geographic limitations on our investments, however, and we may invest in other sectors and geographic areas that we find attractive over time. Our clients’ long portfolio generally will consist of securities of mid- and large-capitalization issuers that we believe meet certain criteria. These criteria will likely include, without limitation, excellent management teams, sustainable competitive advantages and/or strong growth prospects. The focus of our short portfolio generally will not be to minimize volatility or “hedge” the portfolio’s long positions. Rather, we generally will take short positions if we believe that such securities exhibit significant downside over the medium term. With respect to public investments, we expect to primarily express our investment theses by investing in publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed income instruments and other financial instruments permitted under our clients’ governing documents. We may also use foreign exchange or other instruments for hedging and other purposes. Our clients’ private investments will primarily, although not exclusively, be later-stage, minority stakes in companies. With respect to private investments, we generally will focus on investments that we believe are likely to offer liquidity within five years, but we may make investments with shorter or longer time horizons. We expect to pursue private investments across all of the sectors that we cover. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved.
C. Availability of Customized Services for Individual Clients
Our investment decisions and advice with respect to each client will be subject to each client’s investment objectives and guidelines, as set forth in its respective governing and offering documents.
D. Wrap Fee Programs
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management
We manage, on a discretionary basis, approximately $8,060,660,534 of client regulatory assets under management. This figure for regulatory assets under management was determined as of December 31, 2018 for the Funds. please register to get more info

FEES AND COMPENSATION
A. Advisory Fees and Compensation
1. The Funds The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of such fees is provided below. (a) Management Fee Generally, each Feeder Fund pays the Investment Adviser a fee for investment management services (the “Management Fee”) for each month equal to one-twelfth of the product of the management fee rate applicable to the capital account of an investor (between 1-2% per annum) and the balance of such capital account of such investor as of the end of such month (without taking into account the estimated Incentive Allocation (see below), if any). The Management Fee generally is calculated and paid in arrears within 20-30 days of each month end. The Investment Adviser may, without the consent of Fund investors, cause the Management Fee to be charged to and paid at the level of the Intermediate Fund (in the case of the Offshore Fund) or the Master Fund rather than at the level of the Feeder Funds. For the purposes of calculating the Management Fee, certain investments of the Funds designated by the Investment Adviser as “private investments” will be valued at the lower of (i) initial cost of such investments, as adjusted for partial realizations (or deemed realizations), and (ii) fair value (which may be at cost) as of the end of the applicable month, as determined by the Investment Adviser. Each Feeder Fund offers several classes of interests into which limited partners may invest, as detailed further in the applicable Funds offering documents. The management fee rate differs among such classes of interest and therefore the specific Management Fee amounts charged to investors will be determined by the specific investor’s class of interests. Additional information regarding the fees paid by all classes of interests is contained in the applicable Fund’s governing documents. In the sole discretion of the Fund General Partner, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. (b) Incentive Allocation Generally, at the end of each fiscal year of the Funds, the Fund General Partner is entitled to an incentive allocation (the “Incentive Allocation”) determined separately with respect to each capital account established for an investor. The Domestic Fund allocates to the Fund General Partner the Incentive Allocation directly and the Offshore Fund allocates to the Fund General Partner the Incentive Allocation indirectly, through the Intermediate Fund. In the event that a Feeder Fund is terminated or an investor withdraws or is distributed amounts other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time to the Fund General Partner, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. Each Feeder Fund offers several classes of interests into which limited partners may invest, as detailed further in the Fund’s offering documents. The incentive allocation rate and manner of calculation of the Incentive Allocation differs among such classes of interest and therefore the specific Incentive Allocation amounts charged to investors will be determined by the specific investor’s class of interests and the investments of the Funds in which the capital account of the specific investor participates (which, for the avoidance of doubt, will differ among capital accounts as a result of variables including, without limitation, the timing of the specific investor’s contribution to that capital account and the percentage of such contribution that is available from time to time for investments designated by the Investment Adviser as “private investments”). For example, for certain classes of interest, the Incentive Allocation allocated in respect of the specific investor’s capital account will be an amount equal to the result of (i) the applicable incentive allocation rate multiplied by (ii) the amount of the net capital appreciation allocated to such capital account for such fiscal year reduced by the Management Fee debited to such capital account for such fiscal year taking into account any gains or losses from investments designated by the Investment Adviser to be “private investments” that have been realized or deemed realized and “private investment income”, but reduced to the extent of any balance in such capital account’s “loss recovery account”. Certain other classes of interest are subject to a “progressive incentive allocation”, pursuant to which the Incentive Allocation due in respect of such interests is calculated separately (and in a different manner) with respect to the portion of the capital account that is invested in public investments and the portion of the capital account that is invested in “private investments”, and any losses are netted between such portions of the capital account, as described in more detail in the Fund’s offering documents. Additional details regarding the incentive allocation paid by all classes of interests are contained in the applicable Fund’s governing documents. In the sole discretion of the Fund General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. 2. Co-Investment Vehicles All fees for Co-Investment Vehicles are subject to negotiation and established pursuant to each Co-Investment Vehicle’s governing documents. To the extent that the advisory agreement for a Co- Investment Vehicle is terminated or an investor in a Co-Investment Vehicle withdraws from that vehicle, any unearned prepaid portion of fees will be returned to the Co-Investment Vehicle or its investors to the extent applicable.
B. Payment of Fees
Fees and compensation paid to the Investment Adviser or its affiliates by its clients are generally deducted from the assets of such clients. As discussed above, Management Fees are generally deducted on a monthly basis and the Incentive Allocation is generally deducted on an annual basis. Certain Co- Investment Vehicles have the option of paying applicable fees in cash or in kind by making transfers of securities to the Investment Adviser.
C. Additional Fees and Expenses
Each of the Feeder Funds will bear its own expenses and its pro rata share of the Master Fund’s expenses and any trading subsidiary or special purpose vehicle’s expenses, including, without limitation, the following: (i) the Management Fee; (ii) expenses related to the research, due diligence, financing (including all amounts borrowed pursuant to a subscription facility), monitoring and disposition of actual and prospective investments, whether or not such investment is consummated, including, without limitation, the following: third-party investment sourcing fees (including, without limitation, performance-based fees); fees and expenses related to obtaining research and market data (including, without limitation, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data, and including fees and expenses related to obtaining, processing and analyzing research or market data that may be considered “big data” or “alternative data”, including fees and expenses related to performing due diligence on potential providers of any of such research or market data services (including, without limitation, “big data” or “alternative data” services)); due diligence expenses including, without limitation, consulting and appraisal fees; travel expenses; brokerage, prime brokerage and futures commission merchant fees, commissions and expenses; expenses relating to block trades; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; financing costs related to investor commitment lines of credit; fees and expenses of proxy research and voting and class action-related services; and fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; (iii) organizational and reorganizational expenses; (iv) the Funds’ direct or indirect pro rata share of any compensation payable in connection with the management of any private investment by an unaffiliated third party or management team, which may include both asset-based fees and performance-based fees or allocations (which, for the avoidance of doubt, will not reduce the Management Fee or Incentive Allocation payable by the applicable Fund unless the private investment is a Blind Pool (as defined below in Item 8)); (v) fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations and/or facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of investments or otherwise manage the applicable Funds or any trading subsidiary or special purpose vehicle; (vi) fees and expenses of third-party professionals, including, without limitation, consultants, valuation service providers, attorneys, accountants and third-party administrative fees and expenses and including, without limitation, the costs of engaging or appointing a Money Laundering Reporting Officer, a Deputy Money Laundering Reporting Officer and an Anti-Money Laundering Compliance Officer; (vii) the costs of any litigation or investigation involving activities of the Funds or any trading subsidiary or special purpose vehicle; (viii) taxes and third-party audit and tax preparation expenses; (ix) 80% of insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance covering the Fund General Partners, the Investment Adviser and the members, partners, officers, employees and agents of any of them, and each member of the Investment Adviser’s advisory board (the “Advisory Board”); (x) fees and expenses (including, without limitation, director registration fees) of the independent members of the Advisory Board or any trading subsidiary’s or special purpose vehicle’s directors, and fees and expenses of directors of the Offshore Feeder Fund (the costs of which shall be borne solely by the investors of the Offshore Feeder Fund); (xi) costs of preparing and distributing reports and notices (including, without limitation, all costs incurred to audit such reports, provide access to a database or other internet forum and any other operational, legal, secretarial or postage expenses associated with distribution of the same); (xii) expenses incurred in connection with negotiating and complying with provisions of any side letter agreement, including, without limitation, complying with “most favored nations” election processes in connection therewith and expenses incurred in connection with any transfer of the applicable Fund’s interests or of a Fund investor’s admission or withdrawal, unless otherwise charged to or borne by the applicable transferee of the Fund investor; (xiii) fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Funds or any trading subsidiary or special purpose vehicle, including, without limitation, any governmental, regulatory, licensing, filing or registration fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings); (xiv) expenses incurred in connection with the offering and sale of Fund interests and other similar expenses related to the applicable Fund (excluding fees payable to any placement agent); (xv) expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Funds or any trading subsidiary or special purpose vehicle (other than any such amendments, modifications, revisions or restatements related solely to affairs of the Fund General Partners, the Investment Adviser and their respective partners or members and not related to the affairs of such entity); (xvi) expenses incurred in connection with meetings with investors in Funds; (xvii) extraordinary expenses, including, without limitation, indemnification expenses and fees and expenses incurred in connection with any tax audit by any tax authority, including, without limitation, any related administrative settlement and judicial review; and (xviii) fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Funds or any trading subsidiary or special purpose vehicle. The expenses borne by the Co-Investment Vehicles, to the extent that they differ from the expenses listed above, are detailed in the governing agreements applicable to each Co- Investment Vehicle.
D. Prepayment of Fees
In general, the Management Fee and the Incentive Allocation are paid in arrears and clients do not pay fees in advance.
E. Additional Compensation and Conflicts of Interest
Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
We and our affiliates accept performance-based compensation from every client. As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. please register to get more info

TYPES OF CLIENTS
We provide investment advice to the Funds and the Co-Investment Vehicles, as described above. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies
The descriptions set forth in this Brochure of specific advisory services that we offer to clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any investment not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. We will implement a global equity long-short strategy that will also seek to opportunistically pursue private investment opportunities for our clients, with flexibility to invest in opportunities that are perceived to offer the highest risk-adjusted returns. We expect to focus our research primarily on the TMT, industrials, healthcare, consumer, real estate and financial services sectors. Geographically, our investments primarily will be in North America, Western Europe, Japan and China. There are no sector or geographic limitations on our investments, however, and we may invest in other sectors and geographic areas that we find attractive over time. Our clients’ long portfolio generally will consist of securities of mid- and large-capitalization issuers that we believe meet certain criteria. These criteria will likely include, without limitation, excellent management teams, sustainable competitive advantages and/or strong growth prospects. The focus of our short portfolio generally will not be to minimize volatility or “hedge” the portfolio’s long positions. Rather, we generally will take short positions if we believe that such securities exhibit significant downside over the medium term. With respect to public investments, we expect to primarily express our investment theses by investing in publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed income instruments and other financial instruments permitted under our clients’ governing documents. We may also use foreign exchange or other instruments for hedging and other purposes. Our clients’ private investments will primarily, although not exclusively, be later-stage, minority stakes in companies. With respect to private investments, we generally will focus on investments that we believe are likely to offer liquidity within five years, but we may make investments with shorter or longer time horizons. We expect to pursue private investments across all of the sectors that we cover. This section summarizes key features of our investment program. Please refer to the applicable client’s governing documents for additional details of the investment program.
B. Material, Significant or Unusual Risks Relating to Investment Strategies
The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients that we advise. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis that we employ.
The investment program that we pursue on behalf of our clients is speculative and entails
substantial risks. There can be no assurance that our clients’ investment objectives will be achieved.
The following risk factors and other relevant risks could have a material adverse effect on our clients. Prospective clients and Fund investors should carefully consider the risks involved in a client relationship with the Investment Adviser or an investment in the Funds, including those discussed below, and consult their own legal, tax and financial advisers with respect to such risks. The following list of risk factors cannot be and is not intended to be exhaustive. Additional or new risks not addressed below may affect client investments. Client assets may be invested, directly or indirectly, on margin or otherwise, in: interests commonly referred to as securities and other financial instruments issued by, entered into by or referenced to U.S. or non-U.S. entities and other assets, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; interests in real estate and real estate-related assets, including real estate partnerships and real estate investment trusts (“REITs”); bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; repurchase and reverse repurchase agreements; loans; structured finance instruments; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds, exchange-traded funds and similar financial instruments; money market funds; Portfolio Funds (as defined below); obligations of the United States or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created (in our response to Item 8, all such items being called herein “Securities”); in each case, of any person, whether or not publicly traded or readily marketable. Risk of Loss No guarantee or representation is made that a client’s investment program, including such clients’ investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time.
No assurance can be made that profits will be achieved or that substantial or complete
losses will not be incurred. Past investment results of the Investment Adviser (or investments made
by the investment professionals of the Investment Adviser) are not necessarily indicative of future
performance.
Long/Short The success of the long/short investment strategy that the Investment Adviser pursues for its clients depends upon the Investment Adviser’s ability to identify and purchase Securities that are undervalued and identify and sell short Securities that are overvalued. The identification of investment opportunities in the implementation of the long/short investment strategies that we pursue on behalf of our clients is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying clients’ positions were to fail to converge toward, or were to diverge further from values expected by the Investment Adviser, clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Investment Adviser to close out one or more client positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Investment Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. To the extent that the Investment Adviser employs “event-driven” investment strategies, the success of such strategy will depend upon the Investment Adviser’s ability to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s Securities. If the event fails to occur or does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Investment Adviser had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to clients of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can also be prevented or delayed by a variety of factors. Short Selling The success of the short selling investment strategy that the Investment Adviser pursues for its clients depends upon the Investment Adviser’s ability to identify and sell short Securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Security could theoretically increase without limit, thus increasing the cost to clients of buying those Securities to cover the short position. There can be no assurance that clients will be able to maintain the ability to borrow Securities sold short. In such cases, clients can be “bought in” (i.e., forced to repurchase Securities in the open market to return to the lender). There also can be no assurance that the Securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Securities to close out a short position can itself cause the price of the Securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and clients may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Investment Adviser causes its clients to secure a “good borrow” of the Security sold short at the time of execution, the lending institution may recall the lent Security at any time, thereby forcing clients to purchase the Security at the then-prevailing market price, which may be higher than the price at which the Investment Adviser originally caused clients to sell the Security short. Long-Term The success of the Investment Adviser’s long-term investment strategy depends upon the Investment Adviser’s ability to identify and purchase Securities that are undervalued and hold such Securities so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Investment Adviser may cause clients to forego value in the short-term or temporary investments in order to be able to avail clients of additional and/or longer-term opportunities in the future. Consequently, clients may not capture maximum available value in the short-term, which may be disadvantageous, for example, for Fund investors who withdraw all or a portion of their investments in the Funds before such long-term value may be realized by the applicable Fund. Short-Term Market Considerations The Investment Adviser’s trading decisions may, from time to time or in certain cases, be made on the basis of short-term market considerations, and the portfolio turnover rate could result in significant trading related expenses. Leverage and Borrowing Leverage for Investment Purposes The Investment Adviser has the authority to cause clients to borrow, trade on margin, utilize derivatives and otherwise obtain leverage from brokers, banks and others on a secured or unsecured basis. The Investment Adviser expects to cause clients to use leverage to the extent deemed appropriate by the Investment Adviser, and the amount of leverage that the Investment Adviser causes clients to utilize may be significant. Clients have no pre-determined limitations on the amount of leverage to be deployed in connection with the investment program. Clients’ leverage amount will depend on the investment strategies employed by the Investment Adviser and specific market opportunities, among other things. The use of leverage will allow the Investment Adviser to cause its clients to make additional investments, thereby increasing clients’ exposure to assets, such that their total assets may be greater than their capital. However, leverage will also magnify the volatility of changes in the value of client portfolios. The effect of the use of leverage by the Investment Adviser on behalf of its clients in a market that moves adversely to clients’ investments could result in substantial losses to clients, which would be greater than if clients were not leveraged. Borrowing for Cash Management Purposes The Investment Adviser also has the authority to cause its clients to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which the Investment Adviser will cause its clients to borrow will affect such clients’ operating results. Collateral The instruments and borrowings utilized by the Investment Adviser to leverage client investments will be collateralized by all or a portion of client portfolios. Accordingly, the Investment Adviser may cause a client to pledge its Securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the Securities pledged to brokers to secure such clients’ margin accounts decline in value, those clients could be subject to a “margin call”, pursuant to which the Investment Adviser must cause those clients to either deposit additional funds or Securities with the broker or suffer mandatory liquidation of the pledged Securities to compensate for the decline in value. The banks and dealers that provide financing to clients can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing to clients may have similar rights. There can be no assurance that the Investment Adviser will be able to secure or maintain adequate financing for its clients. Costs Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on client portfolios. Subscription Facility Clients may incur indebtedness under one or more credit facilities pursuant to which they will pledge investor capital commitments (each such facility, a “Subscription Facility”). The terms and obligations applicable to Fund investors or Co-Investment Vehicle investors arising from the use of Subscription Facilities are further detailed in the applicable governing documents for the Fund or Co-Investment Vehicle. The Subscription Facilities (sometimes referred to as subscription credit lines, or capital call facilities) are utilized by private funds for various purposes, including to bridge the time between the closing of an investment and the receipt of capital called from a private fund’s investors, and for broader cash management purposes. From the investor’s perspective, such facilities can smooth cash flows and ease the administrative burden of responding to capital calls. In addition, such facilities permit the private fund to have ready access to cash in the event short-term funding obligations (e.g., margin requirements) arise, which fund sponsors consider allows for efficient cash management (as opposed to holding larger cash reserves). Certain bodies, including the SEC and the Institutional Limited Partners Association (“ILPA”), have suggested that investors, and the private fund industry generally, take into account a number of matters when considering the use of such facilities. In guidelines released by ILPA, some of the concerns and risks that are noted regarding such facilities include the following: (i) the use of such facilities can impact internal rates of return (i.e., if such facilities are drawn upon, the delay in calling capital can distort returns by shortening the period in respect of which the internal rate of return is calculated); (ii) because the use of such facilities is not universal among fund managers, the use of such facilities makes it more challenging for investors to compare reported returns across similar private funds; (iii) the use of such facilities creates the potential for general partners to receive performance-based compensation in cases where an unlevered investment may not result in compensation being payable; (iv) such facilities give rise to partnership expenses, which can limit any positive leverage impacts on returns and decrease multiples on invested capital for investors; and (v) the terms and provisions that may apply to such facilities may pose legal risks for investors, including, without limitation, transfer restrictions, documentation requests and other requirements of lenders. Lending of Portfolio Securities The Investment Adviser expects to, and does, require clients to lend Securities on a collateralized and an uncollateralized basis from client portfolios to creditworthy securities firms and financial institutions. While a securities loan is outstanding, clients will continue to receive the equivalent of the interest or dividends paid by the issuer on the Securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending Securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the Securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration The Investment Adviser causes its clients to invest across a broad array of sectors and strategies, including the TMT, industrials, healthcare, consumer, real estate and financial services sectors. Furthermore, the Investment Adviser expects to cause its clients to invest across a broad array of geographic regions: primarily in North America, Western Europe, Japan and China, and opportunistically in other areas. Nonetheless, the Investment Adviser expects that its clients’ top ten largest public investments will typically comprise a majority of the clients’ public portfolios and the Investment Adviser may select investments that are concentrated in a limited number or types of Securities. Similarly, client portfolios may become significantly concentrated in Securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such Securities. Lack of Control The Investment Adviser will cause clients to invest in equity securities and debt instruments of companies that it does not control, which clients will acquire through market transactions or through purchases of Securities directly from the issuer or other shareholders. Such Securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Investment Adviser does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve its clients’ interests. Notwithstanding the foregoing, the Investment Adviser may engage with the management of companies in which it invests with a view to sharing ideas regarding the business and affairs of such companies. In addition, the Investment Adviser may cause clients to share control over certain investments with co-investors, which may make it more difficult for the Investment Adviser to implement its investment approaches or exit the investment when it would otherwise cause its clients to do so. The occurrence of any of the foregoing could have a material adverse effect on clients and the investors’ investments therein. Hedging Transactions Notwithstanding that the Investment Adviser will generally not utilize short-selling as a strategy for hedging client transactions, the Investment Adviser may cause clients to utilize Securities for risk management purposes in order to: (i) protect against possible changes in the market value of clients’ investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect clients’ unrealized gains in the value of their investment portfolio; (iii) facilitate the sale of any Securities; (iv) enhance or preserve returns, spreads or gains on any Security in client portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any clients’ Securities; (vii) protect against any increase in the price of any Securities the Investment Adviser anticipates causing clients to purchase at a later date; or (viii) act for any other reason that the Investment Adviser deems advisable. The Investment Adviser will not be required to cause clients to hedge any particular risk in connection with a particular transaction or portfolios generally. Moreover, the Investment Adviser may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Investment Adviser may cause clients to enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for clients than if they had not engaged in any such hedging transaction. Moreover, client portfolios will always be exposed to certain risks that cannot be hedged. Discretion of the Investment Adviser; New Strategies and Techniques While the Investment Adviser will generally seek to employ the representative investment strategies and techniques discussed herein, the Investment Adviser (subject to the policies and control of the Fund General Partners, as applicable) has considerable discretion in the types of Securities that clients may trade and has the right to modify the investment strategies and techniques used to invest the assets of client portfolios without the consent of clients or Fund investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to clients. In addition, any new investment strategy or technique developed by the Investment Adviser may be more speculative than earlier investment strategies and techniques and may involve material and as-yet- unanticipated risks. Counterparty Risk The Investment Adviser expects to establish relationships for its clients to obtain financing, derivative intermediation and prime brokerage services that permit its clients to trade in a variety of markets or asset classes over time. However, there can be no assurance that the Investment Adviser will be able to establish or maintain such relationships on behalf of its clients. An inability to establish or maintain such relationships could limit clients’ trading activities, create losses, preclude clients from engaging in certain transactions or prevent clients from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on the Investment Adviser’s and the clients’ business due to clients’ reliance on such counterparties. The Investment Adviser at times expects to, and has, caused clients to effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, the Investment Adviser causes clients to enter into a contract directly with dealer counterparties which may expose such clients to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, clients will likely have, from time to time, a concentrated risk in certain counterparties, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if the Investment Adviser had caused its clients to enter into contracts with multiple counterparties. Certain OTC derivative contracts require that the clients post collateral. If there is a default by a counterparty, clients will typically have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of applicable client portfolios being less than if the Investment Adviser had not caused its clients to enter into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of clients’ Securities from such counterparty or the payment of claims in respect of such Securities may be significantly delayed and the Investment Adviser may recover substantially less for clients than the full value of the Securities entrusted to such counterparty. In addition, there are a number of proposed rules that, if they were to go into effect, may impact the laws that apply to insolvency proceedings and may impact whether the Investment Adviser may cause its clients to terminate their agreement with an insolvent counterparty. Collateral that the Investment Adviser causes clients to post to their counterparties that is not segregated with a third party custodian may not have the benefit of customer-protected “segregation” of such clients. In the event that a counterparty were to become insolvent, clients may become subject to the risk that they may not receive the return of posted collateral or that such collateral may take some time to return. In addition, the Investment Adviser may cause clients to use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to the clients’ assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on client portfolios and the assets of such portfolios. Clients should assume that the insolvency of any such counterparty would result in significant delays in recovering clients’ Securities from or the payment of claims in respect of such Securities by such counterparty and a loss to the applicable clients, which could be material. Competition; Availability of Investments Certain markets in which the Investment Adviser causes clients to invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Investment Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Subject to the Investment Adviser’s policies and procedures, the personnel of the Investment Adviser expect to, and do, discuss with other market participants (including other investment managers) information regarding existing and potential investments (including information that would otherwise be maintained confidentially). While these interactions are intended to benefit clients, there is a risk that the sharing of such ideas could result in increased competition for potential investments, and result in the Investment Adviser not being able to make certain investments for clients in the amounts or at the prices that would have been obtainable had the personnel not shared such information. Volatility Risk The investment program that the Investment Adviser pursues on behalf of its clients will involve the purchase and sale of relatively volatile Securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such Securities and/or markets can adversely affect the value of Securities held by clients. Credit Ratings In general, the credit rating assigned by a nationally recognized rating agency to a Security represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such Securities. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. Clients can be expected to incur losses if the Investment Adviser causes such clients to make investments based on credit ratings that subsequently change in a way not favorable to the clients’ investment objective. Co-Investments The Investment Adviser expects to cause the Funds to co-invest (and has previously caused the Funds to co-invest) with one or more Co-Investment Vehicles, investors in the Funds, investors in Co- Investment Vehicles, or other third parties (including affiliates of the Investment Adviser, the Fund General Partners, and their respective members, partners, officers or employees or affiliates of any of them), through joint ventures or other structures, and in particular, the Principal Owner and the Investment Adviser-Related Investors (as detailed further in Item 10, below) may co-invest with clients whether or not the particular co-investment opportunity is offered to investors, investors of certain clients or other third-party investors. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-investor has financial difficulties, has economic or business interests or goals that are inconsistent with those of clients or is in a position to take (or block) action in a manner contrary to clients’ investment objectives. In circumstances where such third parties involve an external management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments. Co-investments could also involve certain other risks. For example, in certain circumstances, clients could be liable for the actions of co-investors, e.g., if a co-investor fails to fund its portion of the co-investment, and co-investors may not bear (or may bear less than their proportionate share of) expenses incurred in relation to the sourcing, due diligence or negotiation of a co-investment, whether or not such co-investment is consummated. Such expenses that are not borne by such co-investors may increase expenses borne by clients and their investors. Significant Positions in Securities; Regulatory Requirements In the event that the Investment Adviser causes clients to acquire a significant stake in certain issuers of Securities and such stake exceeds certain percentage or value limits, clients may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on clients and the Investment Adviser. Any such requirements may impose additional costs on clients and may delay the acquisition or disposition of the Securities or the Investment Adviser’s ability to respond in a timely manner to changes in the markets with respect to such Securities. In addition, “position limits” may be imposed by various regulators that may limit the Investment Adviser’s ability to effect desired trades on behalf of its clients. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular issuer’s Securities. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that clients’ position limits were aggregated with an affiliate’s position limits, the effect on clients and resulting restriction on specific clients’ investment activities may be significant. If at any time positions managed by the Investment Adviser were to exceed applicable position limits, the Investment Adviser would be required to liquidate positions, which might include positions held by clients, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Investment Adviser might have to forego or modify certain of its contemplated trades for its clients. In addition, if the Investment Adviser causes clients, acting alone or as part of a group, to acquire beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), such clients may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances clients will be prohibited from entering into a short position in such issuer’s securities, and therefore have limited ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. The Investment Adviser may cause its clients, acting either alone or as part of a group, to acquire a “control” position in an issuer’s Securities. This may subject clients to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. Exposure to Material Non-Public Information From time to time, the Investment Adviser may, in the course of its activities with respect to pursuing clients’ investment program, receive material non-public information with respect to an issuer of publicly traded Securities. In addition, during the course of the research process, the Investment Adviser may share and receive information from other market participants, which could increase the likelihood that the Investment Adviser will receive material non-public information and be required to restrict trading in an issuer’s securities. In such circumstances, the Investment Adviser may restrict a client, or the Investment Adviser (acting on behalf of its clients) may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. If these restrictions or prohibitions apply to Securities in which the Investment Adviser is considering causing a client to make an investment, such restrictions or limitations could prevent the Investment Adviser from accessing a profitable investment opportunity for its clients. If such restrictions or limitations apply to Securities in a client has an existing investment, then such restrictions or limitations could give rise to substantial investment losses, which losses, in the case of a Security in which a client has a short position, are theoretically unlimited. Commodity Interest Trading Limit The Investment Adviser currently operates the Funds subject to the CFTC Rule 4.13(a)(3) de minimis exemption (the “4.13(a)(3) Exemption”). While the 4.13(a)(3) Exemption provides relief from certain CFTC reporting and recordkeeping requirements, it generally requires the Funds to, among other things, have de minimis levels of commodity interest trading. Accordingly, the Funds will operate with significant restrictions upon their trading of the instruments that are restricted under the 4.13(a)(3) Exemption, such as commodity futures, security futures options thereon and certain swaps. As a substitute for such instruments, the Investment Adviser may cause the Funds to trade other instruments that are not restricted under the 4.13(a)(3) Exemption. As a result, a Fund may incur higher transaction costs or effect a less optimal hedge than it would otherwise be able to if it were not operated subject to the 4.13(a)(3) Exemption. Currency Exchange Exposure The Investment Adviser may cause clients to invest in Securities denominated in currencies other than the U.S. dollar. The Investment Adviser values its clients’ Securities in U.S. dollars. The Investment Adviser may or may not seek to hedge clients’ non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that Securities suitable for hedging currency or market shifts will be available at the time when the Investment Adviser wishes to use them, or that hedging techniques employed by the Investment Adviser on behalf of its clients will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of client positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Investment and Due Diligence Process Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before making investments, the Investment Adviser will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence and making an assessment regarding an investment, the Investment Adviser will rely on the resources reasonably available to it. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto, and the Investment Adviser may rely on the advice of such parties. However, whether or not known to the Investment Adviser at the time, such resources may not be sufficient, accurate, complete or reliable, and due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that the Investment Adviser will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, the investment opportunities pursued by the Investment Adviser on behalf of its clients can be expected to require rapid execution, and investment analyses, due diligence, negotiations and decisions by the Investment Adviser may be required to be undertaken on an expedited basis. In such cases, the information available to the Investment Adviser at the time of an investment decision may be limited, and the Investment Adviser may not have access to detailed information regarding the investment opportunity. Therefore, no assurance can be given that the Investment Adviser will have knowledge of all circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer and the Investment Adviser may rely upon the accuracy and completeness of representations made by issuers and/or their owners in the due diligence process when it makes an investment. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which the Investment Adviser causes clients to invest will achieve their desired effect, and in certain cases, depending on the type of Security or type of issuer, an opportunity may only be available on the basis of limited representations, warranties or covenants (e.g., “covenant lite” instruments), and the lack of robust covenants may increase the risk associated with the investment. The Investment Adviser generally, although not necessarily exclusively, pursues investment opportunities where clients will be a minority owner. As a result, the Investment Adviser may not have the same level of access to information in comparison to market participants pursuing controlling interests. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. The financial information appearing on the financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if the financial statements had been prepared in accordance with accounting principles generally accepted in the United States. Uncertainty of Financial Projections The Investment Adviser may use financial projections to help analyze a potential investment or future capital raises by, and financing for, portfolio companies or other transactions. Projected operating results will often be based on management judgments, with adjustments to such projections made by the Investment Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse effect on the reliability of such financial projections. Fundamental Analysis Certain trading decisions made by the Investment Adviser will be based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data are inaccurate or that other market participants have developed, based on such data, trading strategies similar to the Investment Adviser’s trading strategies (that it pursues on behalf of its clients), the Investment Adviser may not be able to realize its clients’ investment goals. In addition, fundamental market information is subject to interpretation. To the extent that the Investment Adviser misinterprets the meaning of certain data, clients may incur losses. Alternative Data The Investment Adviser expects to obtain and use alternative data in its investment process. Alternative data may consist of datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as “big data” or “alternative data”). The Investment Adviser intends to apply this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts that are expected to be borne— in whole or in part—by clients. No assurance can be given that the Investment Adviser will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for the Investment Adviser and clients in numerous jurisdictions. The Investment Adviser cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to the Investment Adviser or to its clients. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of client portfolios. General Economic and Market Conditions The success of the Investment Adviser’s investment activities on behalf of its clients will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the clients’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations), among other factors. These factors may affect the level and volatility of the prices and the liquidity of client investments. Volatility or illiquidity could impair the profitability of client portfolios or result in losses. The Investment Adviser will likely cause its clients to maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Governmental Interventions Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the clients’ strategies. Potential Interest Rate Increases In recent years the United States has experienced historically low interest rate levels, but interest rate levels in the United States have recently begun to rise, and the continued recovery of the U.S. economy and recent and potential future changes in U.S. government policy, including the tapering of the U.S. Federal Reserve Board’s quantitative easing program, increase the risk that interest rates will continue to rise in the near future. Any future interest rate increases may result in periods of volatility and cause the value of the fixed income securities held by clients to decrease, which may result in substantial withdrawals from Fund investors that, in turn, force the Investment Adviser to liquidate clients’ holdings of such Securities at disadvantageous prices negatively impacting the performance of client portfolios. Rise of High-Frequency Trading In recent years, high-frequency trading has increased, which has raised questions about the impact high-frequency trading has on financial markets generally. Though the increase in high-frequency trading has been correlated with increased market liquidity, this purported liquidity may be illusory and high-frequency trading may be the cause of reductions in true liquidity and certain instances of extreme volatility. Opponents of high-frequency trading argue that it exploits the work of active traders, has reduced the number of active traders and has resulted in increased execution costs. The effects of high- frequency trading on specific trades or markets generally may adversely affect the Investment Adviser’s ability to effect the trading strategy that the Investment Adviser pursues on behalf of its clients. MiFID II The package of European Union market infrastructure reforms known as “MiFID II”, in effect from January 3, 2018, is expected to have a significant impact on the European capital markets. MiFID II increases regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II has resulted in: (i) significant changes to pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU regulated trading venue; and (iii) a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs. Other regulatory changes, such as an increase in the scope of commodities and commodity derivatives regulation, including position limits and position management powers, could similarly lead to liquidity reduction and/or an increase in costs and spreads in the European commodities markets. Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of the Investment Adviser to execute the clients’ investment program. TMT Sector The Investment Adviser may cause clients to invest in the Securities of issuers in the technology sector, which investments involve substantial risks. These risks include but are not limited to: (i) the fact that certain companies in client portfolios may have limited operating histories; (ii) rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; (iii) scarcity of management, engineering and marketing personnel with appropriate technological training; (iv) the possibility of lawsuits related to technological patents; (v) changing investors’ sentiments and preferences with regard to technology sector investments (which are generally perceived as risky) with their resultant effect on the price of underlying Securities; and (vi) volatility in the U.S. stock markets affecting the prices of technology company Securities, which may cause the performance of client portfolios to experience substantial volatility. The Investment Adviser may also cause clients to invest in the Securities of issuers in the business services sector (such as providers of credit risk analysis and reporting, educators, payroll providers, merchant processors, staffing providers, among others), which investments generally involve a number of the risks associated with the technology sector. Investing in Securities of media companies (which may engage in the production or distribution of television, film, radio, internet and other content) and telecommunications companies (which may provide traditional and wireless telephone services, paging, data transmission services, equipment retailing and internet services) also involves substantial risks. Whereas traditionally media and telecommunications companies were considered to be in different sectors, these sectors have increasingly converged and oftentimes overlap in the services they provide. Companies in the media and telecommunications sector may encounter distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in formulating new products and services using new technology. In addition, media and telecommunications companies may be subject to greater price volatility than the overall market due to a variety of factors, including: changing government regulations, changing consumer tastes, intense competition, and strong market reactions to technological developments throughout the industry. Industrials Sector The Investment Adviser may cause clients to invest in the Securities of issuers in the industrials sector, such as those involved in construction and manufacturing, transportation (e.g., rails and roads), aerospace and defense, industrial machinery and equipment and electrical components and equipment. The industrials sector can be significantly affected by general economic trends, including employment, economic growth, and interest rates; changes in consumer sentiment and spending; the supply of and demand for specific industrial and energy products or services; government regulation and spending; and global competition. For example, adverse changes in the prices of certain commodities and unit volume reductions resulting from an oversupply of materials used in industrials and energy equipment and services industries can adversely affect those industries. Furthermore, a company in the industrials sector can be subject to liability for environmental damage, depletion of resources and mandated expenditures for safety and pollution control. Healthcare Sector The Investment Adviser may cause clients to invest in the Securities of issuers in the healthcare sector, which investments involve substantial risks, including: (i) the fact that certain companies in client portfolios may have limited operating histories; (ii) the fact that the scarcity of management and marketing personnel with appropriate scientific or medical training may result in slow or impeded growth of a company; (iii) the possibility of lawsuits related to patents or products; (iv) obsolescence of products; (v) change in government policies; (vi) changes in investor sentiments and preferences with regard to healthcare sector investments (some of which are generally perceived as risky); (vii) volatility in the U.S. stock markets that affects the prices of healthcare company securities resulting in substantial volatility in the performance of client portfolios; (viii) the difficulty and burden of securing intellectual property rights in the field of medical devices, diagnostics, pharmaceuticals and biotechnology; and (viii) the fact that many companies in the healthcare sector are subject to extensive government regulation. Consumer Sector The Investment Adviser may cause certain clients to invest in the Securities of issuers in the consumer sector, which investments involve substantial risk. The success of consumer product manufacturers and retailers is tied closely to the performance of the overall domestic and global economy, interest rates, competition and consumer confidence. Success depends heavily on disposable household income and consumer spending. Also, companies in the consumer discretionary sector may be subject to severe competition, which may have an adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products and services in the marketplace. Real Estate Sector The Investment Adviser may cause clients to invest in the real estate sector, including through investments in Securities issued by entities which invest in real estate, including real estate partnerships and REITs, which investments generally will be subject to the risks incident to the ownership and operation of real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate. Such risks include the risks associated with both the domestic and international general economic climates; local real estate conditions; risks due to dependence on cash flow; risks and operating problems arising out of the absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); the financial condition of tenants, buyers and sellers of properties; changes in availability of debt financing; energy and supply shortages; changes in the tax, real estate, environmental, and zoning laws and regulations; various uninsured or uninsurable risks; natural disasters; and the ability of clients or third-party borrowers to manage the real properties. In addition, clients may own, or indirectly incur the burdens of ownership of, real property, which burdens include the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. Real estate investments are generally not as liquid as other types of investments and this lack of liquidity may limit the Investment Adviser’s ability to react promptly to changes in economic or other conditions. In addition, expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Clients may also need to comply with certain legal, tax and other requirements (for example, requirements of environmental laws) prior to liquidating real estate investments. Financial Services Sector The Investment Adviser may cause clients to invest in the Securities of issuers in the financial services sector, including investment and commercial banks, insurance companies, specialty finance firms, mortgage originators and other companies engaged in the financial services industry (collectively, “Financial Services Institutions”). Such investments involve substantial risk. In the course of conducting their business operations, Financial Services Institutions are exposed to a variety of risks that are inherent to the financial services industry, including fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads caused by global and local market and economic conditions; credit- related losses that can occur as a result of an individual, counterparty or issuer being unable or unwilling to honor its contractual obligations; the potential inability to repay short-term borrowings with new borrowings or assets that can be quickly converted into cash while meeting other obligations; operational failures or unfavorable external events; potential changes to the established ru please register to get more info

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

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status
The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser
Registration Status
The Investment Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities.
C. Material Relationships or Arrangements with Industry Participants
The Principal Owner, individually, on behalf of members of his family, through or on behalf of trusts, partnerships, companies and other entities formed for his benefit and the benefit of members of his family, and/or through or on behalf of trusts, partnerships, foundations, companies and other entities which may from time to time include other philanthropic, charitable, civic, social or other organizations (collectively, along with the Principal Owner, the Principal Owner’s family, and such trusts, partnerships and other entities, the “Principal Entities”) expects to continue to make, hold and dispose of investments outside of, and separate and apart from, his interests in the Funds. These investments by the Principal Entities may include equity and other investments in pooled investment vehicles, and such vehicles may from time to time invest in securities in which our clients have also invested, invest in the Funds themselves, or receive investments from the Funds. It is also possible that any such pooled investment vehicles may bring ideas to the Investment Adviser that are appropriate for client investments, or that such pooled investment vehicles may be offered co-investment opportunities by the Investment Adviser or its affiliates. The investments made by the Principal Entities will generally be investments that, at the time of investment, are opportunities that are determined by the Investment Adviser to be inappropriate for investment by clients (for example, if such investments were originally considered for investment by clients and subsequently determined to be inappropriate for investment by clients (including due to the relatively small size of the investment opportunity), or in situations where clients have already invested in such securities the amount the Investment Adviser or its affiliates believe should be invested by clients). As it pertains to real estate investments, the Investment Adviser expects that the Principal Owner and the Principal Entities will permit clients a priority right over any single real estate investment opportunity presented to the Principal Owner that involves an equity investment of greater than $20 million; however, a single real estate investment opportunity that is of a smaller size generally will be considered too small to be appropriate for clients. In making determinations about the investment activities of the Principal Entities, the Investment Adviser, acting consistent with its fiduciary duties, will consider a number of factors, which may include: clients’ investment strategies, clients’ return parameters, and the risks associated with such investment activities. However, there can be no assurance that all relevant factors will be identifiable or fully considered at the time. The Principal Entities’ investments in other pooled investment vehicles (e.g., hedge funds, private equity funds or venture capital funds) may mean that the Principal Owner indirectly holds interests, through such vehicles, in securities that are also owned by clients. In such a case, the Principal Owner may have a conflict of interest with respect to decisions taken by our clients with respect to such securities. The Principal Owner is permitted to take actions in respect of the investments of the Principal Entities that he considers to be in the best interests of the Principal Entities, however the Investment Adviser’s policies require that no action will be permitted to be taken unless the Principal Owner or such Principal Entities believe in good faith that such action is consistent with our fiduciary duty to our clients. The Investment Adviser will seek to resolve all conflicts in a fair and equitable manner consistent with its duties to our clients. Although the Investment Adviser will consider any conflicts prior to granting investment approval to the Principal Entities, no assurances can be made that all conflicts will be identifiable or fully considered at the time such approval, if any, is granted. For example, although the Investment Adviser could, in its discretion, determine to withhold approval for an investment by the Principal Entities on the basis that, at the time of acquisition, the entity is, or reasonably could be expected to become, directly competitive with client portfolios and/or any portfolio companies held in client portfolios (for purposes of clarity, the Investment Adviser will not be required to withhold approval under such circumstances), it is possible that approval could be granted for an investment in an entity that subsequently becomes competitive with such client portfolios and/or any portfolio companies held in client portfolios. The Investment Adviser has adopted policies and procedures to prevent and/or mitigate the actual conflicts of interest that arise from the investment activities of the Principal Entities. These policies address the methods and processes for identifying, reporting, mitigating and monitoring such conflicts of interest.
D. Material Conflicts of Interest Relating to Other Investment Advisers
We do not recommend or select other investment advisers for our clients. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND
PERSONAL TRADING
A. Code of Ethics
We strive to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, we have adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold:
• employees must at all times place the interests of clients first;
• all personal securities transactions must be conducted in a manner consistent with the Code;
• employees must not take any inappropriate advantage of their positions;
• information concerning the identity of securities and financial circumstances of clients, including the Funds’ investors, must be kept confidential (unless we permit otherwise); and
• independence in the investment decision-making process must be maintained at all times. The Code places restrictions on personal trades by employees and mandates that employees disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis. The Code also requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, our employees may not engage in personal trading in single-name, publicly-traded stocks and bonds and may only dispose of any such securities held in their respective personal trading accounts subject to pre-clearance. Employees are not required, however, to obtain pre-clearance for personal investments in certain other asset classes and goods, including certain investments in residential real estate and mutual funds, whether or not our clients have invested in the same or similar assets. We have the ability to permit, and have permitted, certain employees, including the Principal Owner, to maintain various personal investments that were acquired prior to their association with the Investment Adviser, including investments in private issuers that may subsequently conduct public offerings of securities, and may grant similar permissions in the future and/or permit personnel to sell such previously acquired securities. Clients may request to review the Code by contacting us at the address or telephone number listed on the first page of this document.
B. Securities in which the Investment Adviser or a Related Person Has a Material Financial
Interest
1. Cross Trades To the extent that we determine that it would be in the best interests of certain clients to engage in a Cross Trade (which can happen for a variety of reasons, including tax purposes, liquidity purposes, to rebalance client portfolios, or to reduce transaction costs that may arise in an open market transaction), we will follow a policy whereby we determine that the trade is in the best interests of both of the clients involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. We generally intend to execute Cross Trades, if at all, with the assistance of a broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two clients may occur as an “internal cross”, where we instruct the custodian for the clients to book the transaction at the price determined in accordance with our valuation policies and procedures. If we effect an internal cross, we will not receive any fee in connection with the completion of the transaction. 2. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Investment Advisers Act of 1940 (the “Advisers Act”)) due to the ownership interest in a client by the Fund General Partners or otherwise, the Investment Adviser or its personnel, the Fund General Partners and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act. For the avoidance of doubt, the Fund General Partners and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act for any principal transactions. We have established an advisory board for the Domestic Fund, the Offshore Fund, the Intermediate Fund and the Master Fund (the “Advisory Board”). To the extent required by applicable law or that we deem advisable, the Advisory Board may be asked to review and approve or disapprove, certain transactions or conflicts of interest, including in connection with any principal transactions, Cross Trades, related-party transactions and other transactions and relationships involving potential conflicts of interest. We will not cause the Domestic Fund, the Offshore Fund, the Intermediate Fund or the Master Fund to enter into any transaction that would constitute a principal transaction (as such term is used under the Advisers Act) without (i) the consent of the Advisory Board or (ii) the aggregate consent of a majority-in interest of the investors in the applicable Fund(s) (or if the decision relates to the Master Fund, a majority-in interest of the investors in the Feeder Funds). Any decision of the Advisory Board will be binding on our clients and their partners. The members of the Advisory Board may be exculpated and indemnified by the Domestic Fund, the Offshore Fund, the Intermediate Fund or the Master Fund, as applicable. We will not cause the Offshore Feeder Fund to enter into any transaction that would constitute a principal transaction (as such term is used under the Advisers Act) without (i) the consent of the Offshore Feeder Fund’s Board of Directors or (ii) the aggregate consent of a majority-in interest of the investors in the Offshore Feeder Fund. In no event will any principal transaction, Cross Trade, related-party transaction or other transaction or relationship involving actual conflicts of interest, be entered into unless it complies with applicable law.
C. Investing in Securities that the Investment Adviser or a Related Person Recommends to
Clients
To the extent that the Investment Adviser, or any of its affiliates or employees transact in or hold securities that are also held by clients, the Investment Adviser, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for our clients. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by our clients. Personnel of the Investment Adviser, including the Principal Owner and other members of the investment team, may have, and may acquire more, directly or indirectly (e.g., through an investment in another pooled investment vehicle), investments in securities in which a client is, or may be, invested, and may benefit from market or investment activity by clients (e.g., an investment made by a client in the same securities may lead to an increase in or reduce a decrease in the value of such securities or diminish the volatility of such securities). Furthermore, there may be instances, including a proposed business relationship (e.g. merger, acquisition or joint venture) between an issuer in which any such person has a personal investment and an issuer in which a client has invested, where the applicable person will have an incentive to take an action for clients that benefits the personal investment. Personal investment activities of personnel of the Investment Adviser may also increase the likelihood of the Investment Adviser gaining possession of material non-public information about an issuer that leads to a restriction or limitation being imposed on clients and/or one or more other apparent or actual conflicts of interest, including the fact that a client’s investment in the public securities may benefit the personal investment. One of our affiliates has, and may in the future, enter into arrangements with a client that may result in such affiliate receiving performance-based compensation in the form of an in-kind distribution. If one of our affiliates at any time receives a distribution in-kind from a client, or any investment vehicle established by a third-party investor in connection with investment management or consulting services provided to it by us or our affiliates, in lieu of our affiliate receiving performance-based compensation in the form of a cash distribution or payment, such affiliate may elect to hold the securities distributed in- kind or dispose of the securities distributed in-kind at such time as we deem appropriate in our sole discretion, irrespective of whether the same securities are held at such time in our client porfolios. We have established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a fair and equitable manner, including through the implementation of personal trading restrictions in the Code, as described above, and regular monitoring of employee transactions for actual or potential conflicts of interest. We and our affiliates, from time to time, have offered, and expect to continue to offer, one or more Fund investors, Co-Investment Vehicle investors, and/or other third-party investors (including the Investment Adviser, the Fund General Partners, and any affiliated entities, including all such entities’ respective members, partners, officers or employees, and including the “Investment Adviser-Related Investors”,1 and investment vehicles in which Investment Adviser-Related Investors may hold an interest) the opportunity to co-invest with clients in particular investments. We may, for example, offer such co- investment opportunities when the size of the opportunity exceeds the amount of capital that we or our affiliates believe should be invested by our clients. We are not required to offer co-investment opportunities to any Fund investor or Co-Investment Vehicle investor and no Fund investor or Co-Investment Vehicle investor will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in one or more of the Funds or Co- Investment Vehicles. Our decision to offer (or not offer) co-investment opportunities to any Fund investor or Co-Investment Vehicle investor will be made in our sole discretion, as applicable. We and our affiliates may also offer co-investment opportunities to Fund investors, Co-Investment Vehicle investors and/or other third-party investors (including portfolio companies of our clients) based on factors such as, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with, capability and history of making similar investments, such person’s prior expressions of interest in making similar investments (including, in the case of Fund investors, the level of private investment participation selected by such investor in subscribing to the applicable Fund), the ability of such persons to generate future investment opportunities or provide other benefits to clients and/or the Investment Adviser and/or to provide analytical and market advice or other expertise that may be valuable to clients, and other factors deemed by the Investment Adviser and its affiliates to be relevant. In addition, the Principal Owner and other Investment Adviser-Related Investors may co-invest with our clients whether or not the particular co-investment opportunity is offered to Fund investors or other third-party investors. If we determine to offer any co-investment opportunity to a Fund investor or Co-Investment Vehicle investor, we will provide the details of such opportunity at the time the offer is communicated to such Fund investor or Co-Investment Vehicle investor. To the extent that we advise a committed co-investment vehicle, such vehicle may be offered a co-investment opportunity before such opportunity is offered to any Fund investor or other third-party investor, and no Fund investor or other third-party investor will be entitled (or obligated) to participate in such an opportunity by reason of being a Fund investor. To the extent that we offer a co-investment opportunity in a security to one or more of our clients, investors in the Funds or Co-Investment Vehicles, or third parties, we are not required to offer subsequent additional co-investment opportunities in that security to such co-investors unless otherwise specified in applicable agreements. We may extend additional co-investment opportunities in such securities in our sole discretion. We and our affiliates expect to receive fees and/or allocations from co-investors, which may differ as among co-investors, and which also may differ from the fees and/or allocations borne by our clients. Additionally, co-investors may not bear certain expenses (e.g., broken deal expenses) that are 1 “Investment Adviser-Related Investors” include the Principal Owner and any other member, partner, officer or employee of the Fund General Partners, the Investment Adviser or an affiliate thereof, any member of the immediate family of such a person, and any trust or other entity for the benefit of such a person that invests directly or indirectly in one of our Funds. borne by our clients (and correspondingly, Fund investors). Co-investors may have rights in addition to, and be subject to terms that are different than, the rights and terms applicable to Fund investors. For example, co-investors may receive minority protections, board seats or other control rights, and may have different or advantageous rights with respect to their ability to exit the co-investment. In addition, we may be subject to additional duties with respect to the management of vehicles through which co- investors may invest (including, but not limited to, the Co-Investment Vehicles that we have established and operate such as D1 Iconoclast Holdings LP and D1 Lion Holdings LP). To the extent that we advise a committed co-investment vehicle, the fees, allocations and other terms and rights applicable to the committed co-investment vehicle (and its investors) may differ from the fees, allocations and other terms and rights applicable to the Funds (and their investors) or to other Co-Investment Vehicles. We will seek to fairly allocate expenses among our clients and any co-investors. Generally, our clients and co-investors that own an investment will share in expenses relating specifically to such investment, however, in certain circumstances, co-investors may not share in certain investment-related expenses. It is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment), the financial and other terms governing the relationship of the co-investor to any of our clients with respect to the investment and the nature of the expense (e.g., (i) research expenses that are not specifically related to an investment (but may benefit one or more such investments), (ii) research expenses that are subscription-based, aggregated or otherwise paid for as a single bill or lump sum payment and (iii) other similar expenses that are difficult to divide and allocate specific amounts to a single investment, generally will not be allocated to co-investors, and research products or services obtained with soft dollars generated by the Fund that are specific to, and benefit one or more such investments will be paid for with soft dollars and not allocated to co-investors). As a result, there may be occasions where co-investors do not bear a proportionate share of such expenses as compared to a expenses borne by clients. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any of our clients with respect to such potential investment (e.g., broken deal expenses).
D. Conflicts of Interest Created by Contemporaneous Trading
To the extent that we have multiple clients that are both investing in the same securities, we will allocate investment opportunities to those clients on a fair and equitable basis, to the extent practical and in accordance with clients’ applicable investment strategies, over a period of time. With respect to co- investment opportunities, we are not required to offer co-investment opportunities to any co-investor, including our clients or investors in the Funds or Co-Investment Vehicles. To the extent that we offer a co-investment opportunity in a security to one or more of our clients, investors in the Funds or Co- Investment Vehicles, or third parties, we are not required to offer subsequent additional co-investment opportunities in that security to such co-investors unless otherwise specified in applicable agreements. We may extend additional co-investment opportunities in such securities in our sole discretion. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account applicable considerations, which may include (but are not limited to): (i) potentially adverse tax consequences; (ii) the potential for the proposed investment to create an imbalance in a client’s portfolio; (iii) the liquidity requirements of a client; (iv) whether the risk-return profile of the proposed investment is consistent with a client’s objectives; (v) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; (vi) whether a client’s governing documents contemplate the allocation of a specific investment opportunity to that client; (vii) the need to re-size risk in a client’s portfolio; or (viii) each client’s available capital. We have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, certain clients solely because we purchase or sell the same security for, enter into a transaction on behalf of, or provide an opportunity to, another client if, in our reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the client. One client may have investment objectives, programs, strategies and positions that are similar to or that conflict with those of another client, or may compete with or have interests adverse to another client. Such conflicts could affect the prices and availability of securities in which one or more clients invest. Even if clients have similar investment objectives, programs or strategies, we may give advice or take action with respect to the investments held by, and transactions of, one or more clients that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, one or more other clients for a variety of reasons, including differences between clients regarding each client’s investment strategy, financing terms, regulatory treatment and tax treatment. As a result, clients with similar investment strategies may have substantially different portfolios and investment returns. Conflicts of interest may also arise when we make decisions on behalf of a client with respect to matters where our interests or other clients’ interests differ from those of the one or more clients. Investment management services provided by us or our affiliates to Co-Investment Vehicles that have investment objectives, programs or strategies that are similar to those of the Funds could result in significant overlapping positions among the Funds and any such Co-Investment Vehicles. Any such Co- Investment Vehicles may have different or additional terms than those of Funds (or Fund investors), including different fees, information rights and liquidity rights, or the right to wind down and terminate governing agreements for Co-Investment Vehicles without cause. Additional information obtained pursuant to an information right may affect an investor’s decision to invest additional capital in, to remain invested in, to withdraw from a Co-Investment Vehicle or to terminate the governing agreements of a Co- Investment Vehicle. Any such withdrawals or terminations could cause any such Co-Investment Vehicle to liquidate its positions ahead of other clients, which could operate to the detriment of such other clients (including in certain material respects). We may cause one or more clients to invest in different parts of the capital structure of an issuer than other clients, which could give rise to potential conflicts of interest. For example, the Funds may own an equity investment in an issuer while a Co-Investment Vehicle owns a debt investment in the same issuer. If a Co-Investment Vehicle made a debt investment in an issuer in which the Funds held an equity investment, we could be required to take actions for the Co-Investment Vehicle that are adverse to the interests of the Funds, or vice versa (for instance, if the applicable portfolio company underwent a reorganization or other major corporate event, conflicts could arise between the interests of debt holders and equity holders, and, accordingly, between the interests of the Fund and such Co-Investment Vehicle). Likewise, we may cause the Funds and Co-Investment Vehicles to invest in different debt instruments or series of preferred equity of a company, giving rise to conflicts concerning their respective entitlements or priority in a bankruptcy proceeding or other transaction. please register to get more info

BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions
As noted previously, we have discretionary authority to manage the Funds’ portfolios, including authority to make decisions with respect to which securities to buy or sell, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid, among other things. Our authority is limited by our own internal policies and procedures and each client’s investment guidelines. For certain Co-Investment Vehicles, we may not select the brokers or dealers to be utilized to buy or sell securities for such Co-Investment Vehicles. Portfolio transactions for each client will be allocated to brokers and dealers on the basis of numerous factors; such allocations will not necessarily correlate to lowest available pricing. Brokers and dealers may provide other services that are beneficial to us and/or certain clients, but not beneficial to all clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, we may consider, among other things, the following:
• the ability of the brokers and dealers to effect the transaction;
• the brokers’ or dealers’ facilities, reliability and financial responsibility;
• the quality of research provided by the brokers; and
• the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the commission rates (or dealer markups and markdowns) charged to clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. We need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost or spread. Generally, neither we nor our clients separately compensate any broker or dealer for any of these other services. We maintain policies and procedures to review the quality of executions, including periodic reviews by our investment professionals. 1. Research and Other Soft Dollar Benefits We may pay commissions (or markups or markdowns with respect to certain types of riskless principal transactions) to a broker-dealer for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by a particular broker-dealer. We will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). We believe that it is important to our investment decision-making processes to have access to independent research. We may use research products or services obtained with “soft dollars” generated by one or more clients to service one or more other clients, including clients that may not have paid for the soft dollar benefits. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to us (i.e., a “mixed use” item), we will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of our allocation of the costs of such benefits and services between those that primarily benefit us and those that primarily benefit our clients. When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for such products or services. As such, we may have an incentive to select or recommend a broker-dealer based on our interest in receiving research or other products or services, rather than on our clients’ interest in receiving most favorable execution. At least annually, we consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are useful and/or relied upon, and attempt to allocate a portion of the brokerage business of our clients on the basis of that consideration. Broker- dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will we make binding commitments as to the level of brokerage commissions that we will allocate to a broker-dealer, nor will we commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. 2. Brokerage for Client Referrals Neither we nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers (including our Funds’ prime brokers) may assist the Funds in raising additional capital from investors. Additionally, brokers may provide capital introduction and marketing assistance services, and our representatives may speak at conferences and programs sponsored by the brokers for investors interested in investing in private investment funds. Through such events, prospective investors in a Fund may encounter our representatives. Brokers may also provide other services, including consulting services relating to technology and office space. Although neither we nor our clients compensate brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence us in deciding whether to use such broker in connection with brokerage, financing and other activities for a client. Subject to our obligation to seek best execution, we may consider referrals of investors to a Fund in determining our selection of brokers. However, we will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. 3. Directed Brokerage We do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. 4. Trade Errors The Investment Adviser’s traders may on occasion experience errors with respect to trades made on behalf of the Fund (each such error, a “Trade Error”). Trade Errors may include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of Securities the Investment Adviser intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; and (iv) the purchase or sale of the wrong security. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or which are otherwise caused by human error other than those specifically described in the trade error policy contained in the Investment Adviser’s compliance manual, are not considered Trade Errors. Errors that do not result in transactions in an investor’s account (such as transactions that result in loss of an investment opportunity) will not be viewed as Trade Errors. Trade Errors may result in losses or gains. The Investment Adviser will endeavor to detect Trade Errors prior to settlement and correct them in an expeditious manner. Pursuant to the exculpation and indemnification provided by clients to the Investment Adviser and its affiliates and personnel, the Investment Adviser and its affiliates and personnel will generally not be liable to clients for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and clients will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to clients absent bad faith, gross negligence, willful misconduct or actual fraud of such person. As a result of these provisions, clients (and not the Investment Adviser) will benefit from any gains resulting from Trade Errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. The Investment Adviser will reimburse the Fund for losses for which the Investment Adviser is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by the Investment Adviser on behalf of its clients, investors should assume that Trade Errors will occur and that, to the extent permitted by applicable law, clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Investment Adviser’s personnel.
B. Order Aggregation
If we determine that the purchase or sale of a security is appropriate with regard to multiple clients, we may, but are not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by us. In the event of a partial fill, allocations may be modified on a basis that we deem to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by us. As a result, certain trades in the same security for one client (including a client in which we and our personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. please register to get more info

REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans
We perform various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. Such reviews are conducted by various employees throughout the firm, depending upon the review being conducted, including the Principal Owner, the Chief Operating Officer, the Chief Financial Officer and the Chief Compliance Officer.
B. Factors Prompting Review of Client Accounts Other than a Periodic Review
A review of a client account may be triggered by any unusual activity or special circumstance.
C. Content and Frequency of Account Reports to Clients
We generally provide annual audited financial statements to the Funds within 120 days of the applicable client’s fiscal year end. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients
We do not receive economic benefits from non-clients for providing investment advice and other advisory services.
B. Compensation to Non-Supervised Persons for Client Referrals
Neither we nor any of our related persons directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. please register to get more info

CUSTODY
We are deemed to have custody of client funds and securities where we have the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Account statements related to clients are sent by qualified custodians to us. We are subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). We are not required, however, to comply (or we are deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund i) be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and ii) distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. please register to get more info

INVESTMENT DISCRETION
We serve as the management company with discretionary trading authority for each Fund. We, or one of our affiliates, have entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which we (or any applicable affiliate) have been granted discretionary trading authority. We have entered into, and expect to continue to enter into, agreements with Co-Investment Vehicles, the terms of which with respect to investment discretion will vary according to each agreement. Our investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as set forth in its offering documents. please register to get more info

VOTING CLIENT SECURITIES
A. Policies and Procedures Relating to Voting Client Securities
In compliance with Advisers Act Rule 206(4)-6, we have adopted proxy voting policies and procedures. Our general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve our clients’ best interests and is consistent with each client’s investment objectives. We will take into account various relevant factors, as determined by us in our discretion, which may include:
• the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;
• the anticipated associated costs and benefits;
• the continued or increased availability of portfolio information; and
• industry and business practices. In limited circumstances, we may refrain from voting Proxies where we believe that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to our clients. Generally, clients may not direct our vote in a particular solicitation. We use independent Proxy voting services to provide Proxy analysis, voting recommendations and voting services. We will review these recommendations and will determine how to vote in accordance with our Proxy policies and procedures. Conflicts of interest may arise between the interests of our clients and us or our affiliates. If we determine that we may have, or be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Investors may review a copy of our Proxy voting policies and our Proxy voting record upon request. please register to get more info

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