Piney Lake Capital Management LP is a Delaware limited partnership (hereinafter “Piney Lake,” “Investment Manager”, “we”, “us”, “our” or the “Firm”) which was founded in May 2018 by Michael B. Lazar (the “Principal”). Mr. Lazar serves as “President” to the Firm, and as “Managing Member” to the General Partner, Piney Lake Capital GP LLC.

Piney Lake will provide discretionary investment management services to qualified investors through its private funds: Piney Lake Opportunities ECI Master Fund LP (the “ECI Master Fund”), Piney Lake Opportunities Non-ECI Master Fund LP (the “Non-ECI Master Fund”), together, the “Master Funds”; Piney Lake Opportunities Fund LP (the “Domestic Fund”); and Piney Lake Opportunities Offshore Fund LP (the “Offshore Fund”, together with the Domestic Fund the “Feeder Funds”), operate as a “master-feeder” structure with two master funds.

The Offshore Fund invests substantially all of its investable assets indirectly in the Master Funds through its subsidiaries, including Piney Lake Opportunities LLC, Piney Lake Opportunities B LLC, (collectively, the “Delaware Intermediate Investment Vehicles”), and Piney Lake Opportunities Ltd, (the “Cayman Intermediate Investment Vehicle”, and together with the Delaware Intermediate Investment Vehicles, the “Intermediate Investment Vehicles”). The Delaware Intermediate Investment Vehicles invest in the ECI Master Fund and the Cayman Intermediate Investment Vehicle invests in the Non-ECI Master Fund.

The Master Funds, the Feeder Funds and the Intermediate Investment Vehicles are each referred to as a “Fund” or “Client”, and collectively as the “Funds” or “Clients”. The Feeder Funds’ “Limited Partners” are hereafter collectively referred to as the “Investors” where appropriate.

This Brochure does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Funds’ securities are offered and sold on a private placement basis under exemptions promulgated under the “Securities Act” of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Securities Act and “qualified purchasers” as defined in the Investment Company Act of 1940. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

We will not tailor our advisory services to the individual needs of any particular Investor. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not currently participate in a Wrap Fee Program. As of December 31, 2019, the Firm has regulatory assets under management of $436,599,365, all managed on a discretionary basis. please register to get more info

The fees applicable to each Client are set forth in detail in the Offering Documents. A brief summary of such fees is provided below. Management Fee The Fund will pay to the Investment Manager a management fee (the "Management Fee") semiannually in advance as of the beginning of each semiannual period. The Fee will range from 1.35% to 1.75% per annum. Other Types of Fees or Expenses

Expenses of the Investment Manager and the General Partner

The General Partner of the Funds (the “General Partner”) and the Investment Manager (in consideration for the Management Fee with respect to the Investment Manager), will pay all of their respective ordinary administrative and overhead expenses, and, except as provided herein, the General Partner and its affiliates, will be responsible for the expense of providing their services to the Funds, including overhead expenses (including general systems and technology, but excluding systems, data and technology developed or purchased for the predominant benefit of the Master Funds' investment program), office expenses and compensation of their employees. Fees for placement agents for the Funds will be borne by the General Partner and/or the Investment Manager.

Expenses of the Fund

The Funds, except as provided herein, will bear all organizational expenses, operating expenses and other expenses incurred by the Investment Manager, the General Partner and/or the Funds and related to the Funds and the execution of the Master Funds' investment strategy (and a share of the Master Funds' expenses on a pro rata basis except as otherwise provided herein), including, but not limited to, expenses related to the formation of the Funds or any direct or indirect subsidiary of the Funds, including without limitation, any financing subsidiary of the Funds and the offering of interests in the Funds, fees, costs and investment- related and investment monitoring expenses (e.g., all costs and expenses related to sourcing, purchasing, structuring, originating, monitoring, disposing of, financing, hedging, developing, negotiating and structuring investments, including costs of advisers, costs in connection with transactions not consummated (e.g., busted deals), costs and expenses in connection with loan servicing and loan administration, expenses incurred in collection of monies owed to the Funds or any financing subsidiary, brokerage commissions, clearing and settlement charges, custodial fees, interest on and fees and expenses arising out of all borrowings made by the Funds or any financing subsidiary, expenses relating to consultants, attorneys, brokers or other professionals or advisers who provide research, advice, proxy voting services or due diligence services with regard to investments, research related expenses, appraisal fees and expenses (including obtaining an independent third-party valuation of assets) and investment banking expenses), legal expenses and other out-of-pocket expenses incurred in connection with the Funds’, or any financing subsidiary's legal and regulatory compliance, any insurance (including premiums for policies taken out to cover officers of the General Partner), indemnity or litigation expense, accounting, audit, tax preparation and other tax-related expenses, administration fees and related costs, out-of-pocket costs for investment operational services (e.g., trade administration, processing and settlement, and performance reporting), any taxes, fees or other governmental charges levied against the Fund, or any financing subsidiary, expenses associated with portfolio and risk management including currency hedging, expenses of liquidating the Fund, or any financing subsidiary, expenses incurred in connection with any tax audit or investigation of the Funds, or of any financing subsidiary, and expenses associated with the Funds’, or any financing subsidiary's administrative and reporting costs, financial statements and tax returns (including the cost of a third-party administrator that provides accounting and administrative services to the Fund, or any financing subsidiary), expenses of the Advisory Committee of the Funds (the “Advisory Committee”) (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Advisory Committee), annual and/or special meetings of the Partners of the Funds (the “Partners”) and periodic reports to the Partners, extraordinary expenses and other similar expenses related to the Funds, or any financing subsidiary. In connection with an investment, the Funds may (but are not required to), in the Investment Manager's discretion, engage in hedging transactions designed to reduce the Funds' exposure to interest rate and currency fluctuations, credit deterioration and/or declines in the public market price of such investment or other related risks. Any amounts paid by the Master Funds for or resulting from such hedging transactions will be considered a Master Fund expense relating to such investment. please register to get more info

Incentive Allocation
The General Partner will receive a performance-based Incentive Allocation (the “Incentive Allocation”) in connection with the management of the Master Funds.

The Incentive Allocation may give rise to potential conflicts of interest, including, but not limited to, the following: Allocation of Investment Opportunities The Incentive Allocation may create an incentive for the Investment Manager, an affiliate of the General Partner, to direct the best investment ideas to, or to allocate or sequence trades in favor of, (i) accounts with performance compensation arrangements over accounts that are not charged, or from which the General Partner or the Investment Manager will not receive (e.g., because the account is below its high water mark), performance compensation, and (ii) accounts from which the General Partner or the Investment Manager will receive a greater performance compensation over accounts from which the General Partner or the Investment Manager will receive lesser performance compensation. Valuation The Incentive Allocation may create an incentive for the Investment Manager or the General Partner to provide biased valuations, especially with respect to illiquid assets. Risk The Incentive Allocation may create an incentive for the Investment Manager or the General Partner to make investments that are riskier or more speculative than would be the case if a performance-based compensation arrangement were not in effect. Timing and Realization of Investments The Incentive Allocation may create an incentive for the Investment Manager or the General Partner to time investments, and the realization of investments, so as to maximize the Incentive Allocation rather than the return of the Master Funds. please register to get more info

Our clients will be the Funds. Any initial and additional investment minimums are disclosed in the Offering Documents for the relevant Fund. please register to get more info

Investment Objective

The Master Funds will follow an opportunistic investment strategy to pursue uncorrelated returns across market cycles. The Investment Manager will employ what it believes is a distinctive private equity approach to credit investing while focusing primarily on complex, privately negotiated investments in middle market companies. The Investment Manager's approach to investing is focused on solving complex situations with flexible credit and equity- like solutions and will not follow a typical direct lending or distressed debt strategy.

Investment Process

Piney Lake starts its investment process with a detailed fundamental analysis of the underlying company, its challenges and strengths, and its position within its industry. Typically other credit investors begin their process by sourcing a single type of security that is the focus of their investment strategy (e.g., high yield, syndicated loans, mezzanine debt, etc.), and then they allocate capital "top-down" amongst available opportunities in the marketplace for that particular type of security. In Piney Lake's unique process the structure of each investment is driven by the company's particular situation using an iterative, creative, customized and solutions-oriented process.

Risk of Loss Factors

Prospective Investors should carefully consider the risks involved in an investment in the Fund, including, without limitation, those discussed below. Additional or new risks not addressed below may affect the Fund. The following list of risk factors cannot be and is not intended to be exhaustive. Prospective Investors should consult their own legal, tax and financial advisers about the risks of an investment in the Fund. The following risk factors and other relevant risks could have a material adverse effect on the Fund and the Investors' investments therein.
Risks Relating to the Operations and Investment Activities of the Fund
Systems and Operational Risks Generally The Fund depends on the Investment Manager to develop and implement appropriate systems for the Fund's activities. The Fund relies heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain Assets, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Fund's activities. In addition, the Fund relies on information systems to store sensitive information about the Fund, the Master Funds, the General Partner, the Investment Manager, their affiliates and the Limited Partners. Certain of the Fund's and the Investment Manager's activities will be dependent upon systems operated by third parties, including the Administrator, market counterparties and other service providers, and the Investment Manager may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by the Investment Manager, the Administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Fund's operations may cause the Fund to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Fund and the Limited Partners' investments therein. Cybersecurity Risk As part of its business, the Investment Manager processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Master Funds and personally identifiable information of the Limited Partners. Similarly, service providers of the Investment Manager, the Fund, the Master Funds, and especially the Administrator, may process, store and transmit such information. The Investment Manager has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Investment Manager may be susceptible to compromise, leading to a breach of the Investment Manager's network. The Investment Manager's systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Investment Manager to the Limited Partners may also be susceptible to compromise. Breach of the Investment Manager's information systems may cause information relating to the transactions of the Master Funds and personally identifiable information of the Limited Partners to be lost or improperly accessed, used or disclosed.

The service providers of the Investment Manager and the Fund are subject to the same electronic information security threats as the Investment Manager. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Master Funds and personally identifiable information of the Limited Partners may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of the Investment Manager's or the Fund's proprietary information may cause the Investment Manager or the Fund to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Fund and the Limited Partners' investments therein. Valuation of Assets and Liabilities The Master Funds' assets and liabilities are valued in accordance with the Valuation Policy. The valuation of any asset or liability involves inherent uncertainty. The value of an Asset determined in accordance with the Valuation Policy may differ materially from the value that could have been realized in an actual sale or transfer for a variety of reasons, including the timing of the transaction and liquidity in the market. Uncertainties as to the valuation of portfolio positions could have an impact on the net asset value of the Master Funds if the judgments of the General Partner regarding the appropriate valuation should prove to be incorrect. Competition; Availability of Investments Certain markets in which the Master Funds may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Investment Manager will be able to identify or successfully pursue attractive investment opportunities in such environments.

Volatility Risk The Master Funds' investment program may involve the purchase and sale of relatively volatile Assets and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such Assets and/or markets can adversely affect the value of investments held by the Master Funds. Credit Ratings In general, the credit rating assigned by a nationally recognized rating agency to an Asset 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 Assets. 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. The Master Funds may incur losses if they make investments based on credit ratings that subsequently change in a way not favorable to the Master Funds' investment objective.

Co-Investments with Third Parties The Master Funds may co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the Master Funds or is in a position to take (or block) action in a manner contrary to the Master Funds' investment objectives. In circumstances where such third parties involve a 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.

Litigation Risk Some of the tactics that the Investment Manager may use involve litigation. The Master Funds could be parties to lawsuits either initiated by it, or by a company in which the Master Funds invest, other shareholders of such company, or U.S. federal, state and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the Master Funds. Exposure to Material Non-Public Information From time to time, the Investment Manager may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Master Funds 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. Currency Exchange Exposure The Master Funds may invest in Assets denominated in currencies other than the U.S. dollar. The Fund, however, values its assets in U.S. dollars. The Master Funds may or may not seek to hedge their non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that Assets suitable for hedging currency or market shifts will be available at the time when the Master Funds wish to use them, or that hedging techniques employed by the Master Funds will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Master Funds' 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.

Risks Relating to Investment Strategies
Risk of Loss No guarantee or representation is made that the Master Funds' investment program, including, without limitation, the Master Funds' investment objectives, 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 investments otherwise made by
the investment professionals of the Investment Manager are not necessarily indicative of
their future performance.
Leverage and Borrowing Leverage for Investment Purposes The use of leverage will allow the Master Funds to make additional investments, thereby increasing its exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the Master Funds' portfolio. The effect of the use of leverage by the Master Funds in a market that moves adversely to its investments could result in substantial losses to the Fund, which would be greater than if the Master Funds were not leveraged. Any agreements related to the Master Funds' use of leverage may contain covenants restricting the Master Funds' or the Investment Manager's operating flexibility. Borrowing for Cash Management Purposes The Master Funds have the authority to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which the Master Funds can borrow will affect the operating results of the Fund. 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 the Master Funds' portfolio. Diversification and Concentration The Investment Manager may select investments that are concentrated in a limited number or types of Assets. In addition, the Master Funds' portfolio may become significantly concentrated in Assets 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 the Master Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such Assets. Lack of Control The Master Funds will invest in debt instruments and equity securities of companies that they do not control, which the Master Funds may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such Assets will be subject to the risk that the issuer may make business, financial or management decisions with which the Master Funds do 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 the Master Funds' interests. In addition, the Master Funds may share control over certain investments with co- investors, which may make it more difficult for the Master Funds to implement their investment approach or exit the investment when they otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Fund and the Limited Partners' investments therein. Hedging Transactions The Master Funds may utilize Assets for risk management purposes in order to: (i) protect against possible changes in the market value of the Master Funds' investment portfolio resulting from changes in interest rates; (ii) protect the Master Funds' unrealized gains in the value of their investment portfolio; (iii) facilitate the sale of any Assets; (iv) enhance or preserve returns, spreads or gains on any Asset in the Master Funds' portfolio; (v) hedge the interest rate, credit or currency exchange rate on any of the Fund's Assets; (vi) protect against any increase in the price of any Assets the Master Funds anticipate purchasing at a later date; or (vii) act for any other reason that the Investment Manager deems appropriate. The Master Funds will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Investment Manager may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Master Funds may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Master Funds than if they had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Discretion of the Investment Manager; New Strategies and Techniques While the Investment Manager will generally seek to employ the representative investment strategies and techniques discussed herein, the Investment Manager (subject to the policies and control of the General Partner) has considerable discretion in the types of Assets the Master Funds may trade and has the right to modify the investment strategies and techniques of the Master Funds without the consent of the Limited Partners. 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 the Fund. In addition, any new investment strategy or technique developed by the Master Funds may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the Fund.

Risks Relating to Market Conditions Generally
General Economic and Market Conditions The success of the Master Funds' activities 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 Master Funds' investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Master Funds' investments. Volatility or illiquidity could impair the Master Funds' profitability or result in losses. The Master Funds may maintain substantial investment 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 Fund's strategies. Potential Interest Rate Increases The United States is experiencing historically low interest rate levels. However, 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 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 the Master Funds to decrease, which may result in substantial withdrawals from the Fund that, in turn, force the Master Funds to liquidate such securities at disadvantageous prices negatively impacting the performance of the Fund.

Discontinuation of LIBOR It is expected that the London Interbank Offered Rate ("LIBOR"), which is commonly used as a reference rate within various financial contracts (any such rate, a "Reference Rate"), will not be published after the year 2021. In anticipation of the end of LIBOR, the United States and other countries are currently working to replace LIBOR with alternative Reference Rates. As a general matter, the expected discontinuation of LIBOR may significantly impact financial markets; specifically, discontinuation may impact financial contracts to which a Master Fund is a party. Generally, the transition to alternative Reference Rates may (i) cause the value of a Reference Rate to be uncertain or to be lower or more volatile than it would otherwise be; (ii) result in uncertainty as to the functioning, liquidity or value of certain financial contracts; (iii) involve actions of regulators or rate administrators that adversely affect certain markets or specific financial contracts; and (iv) impact the strategy, products, processes, legal positions and information systems of market participants, including the Master Funds and their counterparties. With respect to financial contracts to which a Master Fund is a party, including corporate and municipal bonds and loans, consumer loans, bank loans, floating rate debt, certain asset-backed securities, and certain derivatives, any such contract that has a maturity that extends beyond 2021 and uses LIBOR as a Reference Rate (other than contracts that include curative fallback language or other curative mechanisms) may need to be renegotiated, the process of which will consume resources of such Master Fund and may result in disputes among counterparties, the result of which may be adverse to such Master Fund. Considered in their entirety, the impacts of the discontinuation of LIBOR on financial markets generally and on the specific financial contracts to which a Master Fund is a party may adversely affect the performance of such Master Fund. Brexit The United Kingdom has notified the European Council of its intention to withdraw from the European Union. The ongoing withdrawal process could cause an extended period of uncertainty and market volatility, not just in the United Kingdom but throughout the European Union, the European Economic Area and globally. It is not possible to ascertain the precise impact these events may have on the Fund or the Investment Manager from an economic, financial or regulatory perspective but any such impact could have material consequences for the Fund. 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 brought 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.

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 Manager to execute the investment program.



Risks Relating to Specific Investments
Loan Investments The Master Funds' success in the area of loan investing will depend, in part, on their ability to obtain loans on advantageous terms. In purchasing loans, the Master Funds will compete with a broad spectrum of lenders, investors and institutions. Increased competition for, or a diminution in the available supply of, borrowers could result in lower yields on such loans, which could reduce returns to investors. Leveraged Loans "Leveraged loans" are loans made to companies with a below investment-grade rating from any nationally recognized rating agency. Such loans may be performing poorly when the Master Funds acquire them. There is no assurance that the Investment Manager will correctly evaluate the value of the assets collateralizing such loans or the prospects for distribution on or repayment of such loans. The Master Funds may lose their entire investment or may be required to accept cash, property or securities with a value less than the Master Funds' original investment and/or may be required to accept payment over an extended period of time. Bank Loans Bank loans are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors' rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the Master Funds to directly enforce their rights with respect to participations. Successful claims by third parties arising from these and other risks will be borne by the Master Funds. As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to the high-yield debt market. Second Lien Loans The Master Funds may invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy that can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. Beginning in August 2007, the market for many loan products, including second lien loans, contracted significantly which made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants ceased underwriting and purchasing certain second lien loan products. There can be no assurance that the market for second lien loans will not contract further. Bridge Loans It is a common practice for financial institutions to commit to providing bridge loans to facilitate acquisitions, including LBOs, where they serve as advisers to the purchaser. Bridge loans are frequently made because, for timing or market reasons, longer-term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing; however, due to market conditions affecting the availability of these other sources of financing (principally high-yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities. Borrower and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer term loan. If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by the Investment Manager, there may be an adverse effect upon the ability of the Investment Manager to manage the Assets of the Master Funds in accordance with its models and projections or an adverse effect upon the Master Funds' performance and ability to make distributions. Debtor-in-Possession ("DIP") Loans Loans to companies that have filed for protection under Chapter 11 of the Bankruptcy Code, as amended, are most often asset-based, revolving working-capital facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in the debtor's capital structure and because their terms have been approved by a U.S. federal bankruptcy court order, it is possible that the debtor's reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender's collateral might be insufficient to repay in full the DIP loan. Fraud Associated with Loans Of paramount concern in loan investments is the possibility of material misrepresentation or omission on the part of the borrower or loan seller. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Master Funds to perfect or effectuate a lien on the collateral securing the loan. The Master Funds will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Master Funds may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. The Master Funds' Investments in Middle Market Companies Carry Particular Risks The Master Funds primarily invest in middle-market companies based in North America. Investments in these companies involve significant risks, including that these companies may, relative to larger companies: (i) have more limited financial resources and may be more unable to meet their obligations, which may reduce the value of the Master Funds' collateral and reduce the Master Funds' ability to realize guarantees that it may have obtained in connection with its investment; (ii) be more susceptible to competitors, market conditions and general economic conditions, due to their shorter operating histories, narrower product lines, smaller market shares and greater reliance on key personnel; (iii) may not be subject to regulatory reporting requirements and, as such, may disclose very little public information regarding their operations and results, which may adversely affect the Investment Manager's and the Master Funds' abilities to make well-informed investment decisions; (iv) experience greater fluctuations in operating results and capital requirements to support operations, finance expansion or maintain competitive position; and (v) have increased difficulty accessing the capital markets to meet future capital needs. Fluctuations in Receipt of Proceeds It is possible that the General Partner will experience fluctuations in the timing and amount of proceeds the Master Funds receive in the form of interest and fee income and in connection with the realization of investments in loans and other debt instruments in which the Master Funds have invested. Such fluctuations are generally due to, among other things, changes in the interest rates payable on the debt instruments acquired by the Master Funds, the default rate on such debt instruments, the level of the Master Funds' expenses (including the interest rates payable on the Master Funds' borrowings), variations in and the timing of the realization of investments, the degree to which the Master Funds encounter competition in the markets and general economic conditions. As a result of these factors, the amounts of distributions to Limited Partners may fluctuate substantially. Incurrence of Additional Debt by Borrowers Although the Master Funds expect to negotiate approval rights limiting or preventing borrowers from incurring further debt in addition to the loans, any such increase of debt levels could impair the ability of borrowers to service their loans, which in turn could result in higher rates of delinquency and loss on the loans originated by the Master Funds or otherwise underlying the Master Funds' investments. Insufficient Collateral To the extent the Master Funds originate loans based upon the adequacy of the borrower's collateral, an incorrect valuation of such collateral may result in unforeseen losses. Despite performing due diligence on the collateral, including, where appropriate, by engaging third party independent valuators to estimate the value of the collateral pledged by the borrower, the inherent uncertainty of valuation of collateral may result in values that differ significantly from the values that can ultimately be obtained for such collateral. In addition, even if collateral is initially valued correctly, changes in market conditions, regulations or other circumstances, or changes directly related to such collateral, may materially adversely affect the value thereof. The Master Funds' Investments May Lack Liquidity The potential lack of liquidity in the Master Funds' investments may materially and adversely affect the Fund's value. As the Master Funds primarily make loans to private companies, substantially all of its investments are less liquid than publicly traded securities and may be subject to contractual, statutory or regulatory prohibitions on disposition. While the Investment Manager anticipates that the Master Funds will hold a significant portion of such investments until realization, should the Investment Manager determine it to be advisable to earlier dispose of any such investments, the Fund may have difficulty doing so and in certain cases may only be able to sell such investments at substantial discounts to face value. In addition, the Master Funds' leverage facilities may be structured as CLOs. In connection therewith, and in order to comply with the U.S. Risk Retention Rules and/or the EU Risk Retention Rules, the Master Funds may hold a portion of the debt and/or subordinated debt or equity of such CLOs. The Fund may be required to hold these securities for an extended period of time, which would result in a Withdrawing Limited Partner holding a small portion of its Withdrawal Capital Account for an extended period of time. Secondary Market Sale of Loans The Master Funds may hold loans to maturity; however, the Master Funds reserve the right to sell or dispose of any loans prior to maturity if the Investment Manager determines that such disposition is in the best interest of the Master Funds. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to other markets. The Master Funds' Debt Investments May Involve Substantial Risk The Master Funds' debt investments may involve substantial risk and the Master Funds could lose all or part of their investment. Although it is expected that debt investments of the Master Funds will not typically be rated by any rating agency, the Investment Manager believes that if such investments were rated, they would be below investment grade (i.e., rated lower than "Baa3" by Moody's Investors Service, lower than "BBB-" by Fitch Ratings or lower than "BBB- " by Standard & Poor's Rating Service). Investments in debt that is rated below investment grade quality are speculative and involve substantial risk that the issuer/borrower may not pay interest or repay principal as required. As a result, the market prices of such debt investments may be subject to abrupt and erratic movements in price and liquidity. Borrowers that are the subject of such loans and that issue such debt instruments are often highly leveraged and may not have available to them more traditional methods of financing. Fluctuations in market value of certain of these instruments may impact the Master Funds' ability to utilize leverage. The Master Funds may also invest in assets other than first lien loans, including junior-ranking, less secure and riskier second lien loans, contractually subordinated mezzanine debt and "private for life" high-yield securities, which are all by their nature, riskier investments. Participation and other Indirect Economic Interests Although it is not currently anticipated, a portion of the assets of the Master Funds may consist of participation interests or other indirect economic interests in loans or other debt obligations. In such circumstances, the Master Funds will not directly own the debt obligations underlying such participation or other economic interests and/or have custody thereof. As a result, the Master Funds will be exposed to the risk that the assets of the holder/custodian of any such underlying debt obligation may be subject to the claims of third-party creditors or other parties. In addition, as an owner of participation interests or other indirect economic interests (including as a member of a loan syndicate), the Master Funds may not be able to assert any rights against borrowers of the underlying indebtedness, and may need to rely on the holder/custodian (or other financial institution) issuing the participation interests or such other entity charged with the responsibility for asserting such rights, if any. Such holders/custodians and financial institutions or other entities may have reasons not to assert their rights, whether due to a limited financial interest in the outcome, other relationships with the underlying defaulting borrowers, the threat of potential counterclaims or other reasons, that may differ from the interests of the Master Funds. The failure of such holders/custodians and financial institutions or other entities to assert their rights (on behalf of the Master Funds) or the insolvency of such entities could materially adversely affect the value of the Assets of the Master Funds. Weak Economy Could Trigger Defaults Any substantial economic slowdown could increase delinquencies, defaults and foreclosures, and adversely affect the Master Funds' portfolio of loans and/or the Master Funds' ability to originate loans. Periods of economic slowdown or recession may be accompanied by decreased demand for credit, decreased asset values (including real estate values) and an increased rate of delinquencies, defaults and foreclosures. Any material decline in asset values would increase the loan-to-value ratios on loans that the Master Funds hold, weaken the Fund's collateral coverage and increase the possibility and severity of a loss if a borrower defaults. A lack of equity in a property may reduce the incentive a borrower has to meet its payment obligations during periods of financial hardship, which might result in higher delinquencies, defaults and foreclosures. These factors would reduce the Master Funds' ability to originate loans and increase their losses on loans. Distressed Borrowers While it is currently not the primary focus of the Master Funds, the Master Funds may invest in loans and debt instruments of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the Master Funds, they involve a substantial degree of risk. Distressed borrowers may be less likely to meet their obligations in connection with such loans or debt instruments, and the inability to meet such obligations may result in certain loans of the Master Funds becoming nonperforming. The level of legal and financial sophistication necessary for successful investment in the loans issued to, or the debt instruments of, companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Investment Manager will correctly evaluate the value of the assets collateralizing the loans invested in by the Master Funds or the prospects for a successful reorganization or similar action, if any, or the general performance of such loans. In addition, to the extent that the Master Funds invest in loans or debt instruments with respect to companies that subsequently undergo bankruptcy or similar liquidation proceedings, such investments may be subject to additional risks. Many of the events within a bankruptcy case are adversarial and often beyond the control of creditors. Although creditors generally are afforded an opportunity to object to significant actions, there is the possibility that a bankruptcy court could approve actions that may be contrary to the interests of the Master Funds. The duration of bankruptcy proceedings is often difficult to accurately predict, and such proceedings may be lengthy. The administrative costs in connection with bankruptcy proceedings are frequently high and will be paid out of the debtor's estate (other than out of assets or proceeds thereof that are subject to valid and enforceable liens and other security interests) prior to any return to unsecured creditors and equity holders. In connection with a bankruptcy proceeding, the General Partner, on behalf of the Master Funds, may seek representation on creditors' committees or other groups to ensure preservation or enhancement of the Master Funds' positions as creditors. If the Master Funds are represented on a committee or group, they may be restricted or prohibited under applicable law from disposing of their investments in such company while they continue to be represented on such committee or group. In addition, the Master Funds' return on investment can be adversely affected by the passage of time during which the plan of reorganization of a bankrupt debtor is being negotiated, approved by the creditors and confirmed by the bankruptcy court. Reorganizations outside of bankruptcy are also subject to unpredictable and potentially lengthy delays. Debt Securities Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer's ability to make timely payment of interest and principal in accordance with the terms of the obligations. Interest Rate Risk Changes in interest rates can affect the value of the Master Funds' investments in fixed- income instruments. Increases in interest rates may cause the value of the Master Funds' debt investments to decline. The Master Funds may experience increased interest rate risk to the extent they invest, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Future Funding Obligations The Master Funds may from time to time incur funding obligations that may arise in the future in connection with an investment. For example, the Investment Manager may cause the Master Funds to purchase from a lender a revolving credit facility that has not yet been fully drawn. If the borrower subsequently draws down on the facility, the Master Funds would be obligated to fund the amounts due. If the Master Funds are unable to pay their obligations when due, the Master Funds could face significant penalties that could materially adversely affect their returns. The Master Funds may also enter into agreements pursuant to which they agree to assume responsibility for default risk presented by a third party, and may, on the other hand, enter into agreements through which third parties offer default protection to the Master Funds. Corporate Debt Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, the Master Funds may be paid interest in kind in connection with their investments in corporate debt and related financial instruments (e.g., the principal owed to the Master Funds in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, the Master Funds may experience substantial losses. Mezzanine Debt Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of the Master Funds to influence a company's affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company of the Master Funds or similar event, the Master Funds' debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Stressed Debt Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. The market prices of stressed and distressed instruments are highly volatile, and the spread between the bid and the ask prices of such instruments is often unusually wide. Non-Performing Nature of Debt Certain debt instruments may be non-performing or in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. Troubled Origination When financial institutions or other entities that are insolvent or in serious financial difficulty originate debt, the standards by which such instruments were originated, the recourse to the selling institution, or the standards by which such instruments are being serviced or operated may be adversely affected. Equitable Subordination Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called "equitable subordination"). If the Master Funds engage in such conduct, the Master Funds may be subject to claims from creditors of an obligor that debt held by the Master Funds should be equitably subordinated. Lower Credit Quality Obligations. Most of the Master Funds' debt investments will likely be in lower grade obligations. The lower grade investments in which the Master Funds may invest may be rated below investment grade by one or more nationally-recognized statistical rating agencies at the time of investment or may be unrated but determined by the Investment Manager to be of comparable quality. Debt securities rated below investment grade are commonly referred to as "junk bonds" and are considered speculative with respect to the issuer's capacity to pay interest and repay principal. The debt that the Master Funds may invest in typically will not be rated by any rating agency, but the Investment Manager may believe that if such investments were rated, they would be below investment grade (rated lower than "Baa3" by Moody's Investors Service or lower than "BBB-" by Standard & Poor's Corporation). The Master Funds may invest without limit in debt of any rating, as well as debt that has not been rated by any nationally recognized statistical rating organization.

Investment in lower grade investments involves a substantial risk of loss. Lower grade securities or comparable unrated securities are considered predominantly speculative with respect to the issuer's ability to pay interest and principal and are susceptible to default or decline in market value due to adverse economic and business developments. The market values for lower grade debt tend to be very volatile and are less liquid than investment grade securities. For these reasons, Limited Partners' investments in the Fund will be subject to the following specific risks: increased price sensitivity to a deteriorating economic environment; greater risk of loss due to default or declining credit quality; adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and if a negative perception of the lower grade debt market develops, the price and liquidity of lower grade securities may be depressed. This negative perception could last for a significant period of time. Adverse changes in economic conditions are more likely to lead to a weakened capacity of a lower grade issuer to make principal payments and interest payments than an investment grade issuer. The principal amount of lower grade securities outstanding has proliferated in the past decade as an increasing number of issuers have used lower grade securities for corporate financing. An economic downturn could severely affect the ability of highly leveraged issuers to service their debt obligations or to repay their obligations upon maturity. Similarly, downturns in profitability in specific industries could adversely affect the ability of lower grade issuers in that industry to meet their obligations. The market values of lower grade debt tend to reflect individual developments of the issuer to a greater extent than do higher quality investments, which react primarily to fluctuations in the general level of interest rates. Factors having an adverse impact on the market value of lower grade debt may have an adverse effect on the Master Funds' net asset value. In addition, the Master Funds may incur additional expenses to the extent that Master Funds are required to seek recovery upon a default in payment of principal of or interest on Assets. In certain circumstances, the Master Funds may be required to foreclose on an issuer's assets and take possession of its property or operations. In such circumstances, the Master Funds would incur additional costs in disposing of such assets and potential liabilities from operating any business acquired. The secondary market for lower grade debt may not be as liquid as the secondary market for more highly rated debt, a factor which may have an adverse effect on the Master Funds' ability to dispose of a particular Asset. There are fewer dealers in the market for lower grade securities than investment grade obligations. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally much larger than higher quality instruments. Under adverse market or economic conditions, the secondary market for lower grade debt could contract further, independent of any specific adverse changes in the condition of a particular issuer, and these instruments may become highly illiquid. As a result, the Master Funds could find it more difficult to sell these instruments or may be able to sell the securities only at prices lower than if such instruments were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating our net asset value.

Since investors generally perceive that there are greater risks associated with lower grade debt of the type in which the Master Funds may invest in, the yields and prices of such debt may tend to fluctuate more than those for higher rated instruments. In the lower quality segments of the fixed income markets, changes in perceptions of issuers' creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the income securities market, resulting in greater yield and price volatility. Distressed Obligations The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court's power to disallow, reduce, subordinate, re-characterize debt as equity or disenfranchise particular claims. Such companies' obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Master Funds' investments in any Assets. Obligations in which the Master Funds invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing the Master Funds' investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which the Master Funds invest, the Master Funds may lose their entire investment, may be required to accept cash or securities with a value less than their original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Master Funds' investments may not compensate the Limited Partners adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment.

In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new Asset the value of which will be less than the purchase price to the Master Funds of the Asset in respect to which such distribution was made. Bankruptcy Claims The Master Funds' investments include debt and equity of financially distressed companies. In the event that the issuer files for bankruptcy protection, the Master Funds will likely be unable to sell its claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are generally not regulated by U.S. federal securities laws or the SEC. To the extent debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have first recourse to the collateral securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer's business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that the Master Funds will be able to recover the entire amount of their bankruptcy claims.

Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Master Funds (in their roles as creditors). Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (the "Bankruptcy Code") (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where the Master Funds are found to have engaged in such misconduct, the Master Funds may lose their priority. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and the Master Funds; it is subject to unpredictable and lengthy delays; and during the process the company's competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where the Master Funds may recover the entire amount of their bankruptcy claims, the Master Funds may be adversely impacted by any costs incurred by the Master Funds in representing their interests in a debtor's bankruptcy case. U.S. bankruptcy law permits the classification of "substantially similar" claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Master Funds' influence with respect to a class of securities can be lost by virtue of the size of their claim relative to the claims of the entire class. In addition, certain administrative costs and claims that have p please register to get more info

This Item is inapplicable. please register to get more info

Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. While the Fund may trade commodity interests, the Investment Manager and the General Partner, with respect to the Fund, are each exempt from registration with the U.S. Commodity Futures Trading Commission (the "CFTC") as a commodity pool operator (a "CPO") pursuant to CFTC Rule 4.13(a)(3). We do not recommend or select other investment advisers for our clients. please register to get more info

Code of Ethics and Personal Trading

Piney Lake has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions.

The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

 Employees must at all times place the interests of the Funds first;  Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics; and  Employees should not take inappropriate advantage of their position at the Firm.

Personal Securities Trading

Employees are required to direct their brokers to send duplicate copies of personal discretionary brokerage account statements to the CCO. These records are used to monitor compliance with Piney Lake’s “Employee Investment Policy.” Employees are prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List.

Employees must obtain pre-approval from the CCO before: (i) making a transaction in Covered Accounts of Reportable Securities, including any IPO; (ii) engaging in any outside business activities that may present a conflict with the employees’ duties at the Firm; or (iii) making any private investments. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor or client, upon request. Participation or Interest in Client Transactions Neither we nor our related persons generally purchase any securities for our own accounts from, or sell any securities for our own accounts to, the Funds. We may purchase or sell securities that we also recommend to our clients. The Firm will be cognizant of its fiduciary duty to its clients if this occurs. We may solicit qualified clients to invest in a Fund. We could be considered to have recommended an investment in a Fund as suitable for a client as a result of our relationship with the Fund. We will inform each client of our relationship with a Fund prior to the client’s investment, but we do not intend to advise clients as to the appropriateness of the investment and we will not receive any compensation for selling interests in a Fund (except to the extent that we receive our Management Fee and Performance Allocation from Investors).

We disclose these, and other potential conflicts of interest, to Investors in the Funds’ offering documents. Offering documents are delivered to Investors prior to their investment and Investors are given the opportunity to ask questions and seek answers regarding, among other things, potential conflicts involving us, our affiliates, or the executive officers of the foregoing. please register to get more info

Piney Lake is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate.

We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines.

Best Execution

In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the broker-dealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. please register to get more info

Our portfolio managers and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Funds’ offering documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Piney Lake engages in active management for the Funds and the Firm reviews transactions, positions and cash balances on a daily basis. Account Reporting We perform various periodic reviews of each client’s portfolio. Such reviews are conducted by our officers. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We distribute quarterly unaudited net asset value statements including net returns, and a semi-annual investor letter to all Investors. please register to get more info

This Item is inapplicable. please register to get more info

We will comply with Rule 206(4)-4 of the Investment Advisers Act of 1940, as amended, by meeting the conditions of the pooled vehicle annual audit provision. Annually, upon completion of the Funds’ annual audit, we will distribute the audited financials to Investors within 120 days of the Funds’ fiscal year end. please register to get more info

We will have full discretionary authority over the Master Funds including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. please register to get more info

In compliance with the Advisers Act’s Proxy Voting Rule, we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable client’s best interests and is in line with each client’s investment objectives.

We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:

 the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;  the anticipated associated costs and benefits;  the continued or increased availability of portfolio information; and  industry and business practices. Generally, clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request. please register to get more info

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