A. General Description of Advisory Firm
Farallon, a Delaware limited liability company, is an investment adviser whose predecessor was founded in 1986. Mr. Andrew J.M. Spokes is the Managing Partner of Farallon. The principal owner of Farallon is Mr. Spokes through Farallon Capital Management, L.P.
B. Advisory Services
Farallon provides administrative services and discretionary investment management services to private investment funds, the securities of which are offered to investors on a private placement basis, and to managed accounts. In particular, Farallon provides administrative and discretionary investment management services to the following funds (collectively, the “Investment Partnerships”):  Farallon Capital Partners, L.P.  Tinicum Partners, L.P.  Farallon Capital Institutional Partners, L.P.  Farallon Capital Institutional Partners II, L.P.  Farallon Capital Institutional Partners 2.5, L.P.  Farallon Capital Institutional Partners III, L.P.  Four Crossings Institutional Partners V, L.P.  RR Capital Partners, L.P.  Farallon Special Situation Partners, L.P.  Farallon Special Situation Partners II, L.P.  Farallon Special Situation Partners III, L.P. and Farallon Special Situation Partners Master III, L.P.  Farallon Special Situation Partners IV, L.P.  Farallon Special Situation Partners V, L.P.  Farallon Special Situation Partners VI, L.P.  Sidecar Partners Holdings, L.P. and Sidecar Partners, L.P.  FCOI II Currency Class Fund, Ltd., Farallon Capital Offshore Investors, Inc., FCOI II Holdings, L.P., Farallon Capital Institutional Partners VI, L.P. and Farallon Capital Offshore Investors II, L.P.  Farallon Special Investment Partners, L.P.  Farallon Asia Special Situations, L.P. and Farallon Asia Special Situations Master, L.P.  Farallon Asia Special Situations II, L.P. and Farallon Asia Special Situations Master II, L.P.  Farallon Asia Special Situations Partners III, L.P. and Farallon Asia Special Situations Master III, L.P.  Farallon Capital (AM) Investors, L.P.  Farallon Capital AA Investors, L.P.  Farallon Overflow Fund, L.P.  Farallon Overflow Fund II, L.P. and Farallon Overflow Master Fund II, L.P.  Farallon Real Estate Partners, L.P. and Farallon Real Estate Institutional Partners, L.P.  Farallon Real Estate Partners II, L.P. and Farallon Real Estate Institutional Partners II, L.P.  Farallon Real Estate Partners III, L.P. and Farallon Real Estate Institutional Partners III, L.P.  Farallon Capital F5 Investors I, L.P., Farallon Capital F5 Investors II, L.P., Farallon Capital F5 Investors International, L.P., Farallon Capital F5 Master I, L.P. and Farallon Capital F5 Master II, L.P.  Farallon Equity Partners, L.P., Farallon Equity Partners International, Ltd and Farallon Equity Partners Master, L.P.  Farallon Special Situations Fund, L.P. and Farallon Special Situations Master Fund, L.P.  Farallon Special Situations VII, L.P. and Farallon Special Situations Master VII, L.P. In addition, Farallon provides administrative and discretionary investment management services to Noonday Capital Partners, L.L.C. (“NCP”) which generally has accepted subscriptions from principals and employees of certain Farallon Advisers (as defined below). Farallon also provides discretionary investment management services to managed accounts and certain other private investment funds. Farallon Investment Holdings, L.P. (“FIH”) generally accepts investments only from Farallon’s affiliate, FPLLC (as defined below), and certain employees of Farallon and the Farallon Advisers and operates as a fund-of-funds investing in other Farallon Funds (as defined below). FPLLC (as defined below) may act as general partner and/or Farallon may act as investment manager of certain Farallon Funds in which other Farallon Funds may invest. Together, the Investment Partnerships, NCP, FIH, the managed accounts, and any other accounts and funds for which Farallon provides such services from time to time are referred to herein as the “Farallon Funds”. Farallon may serve as investment adviser for other entities in the future. As more fully set forth in Farallon’s ADV Part 1A, Farallon Partners, L.L.C., an affiliate of Farallon, and certain affiliated Farallon entities (collectively, “FPLLC”), serve as the general partner or managing member, as applicable, of the Investment Partnerships, FIH and NCP. References herein to Farallon will include FPLLC, unless the context suggests otherwise. Farallon has broad and flexible investment parameters, and seeks global investment opportunities pursuant to a wide variety of investment strategies, including, without limitation, certain core strategies such as credit, direct investments, long/short equity, merger arbitrage and real estate, as more fully set forth below in Item 8. Farallon will emphasize or de-emphasize, add, develop or eliminate different investments and investment strategies and techniques from time to time, depending on, among other things, the perceived opportunities and relative risk- adjusted expected returns or changing regulations. Farallon’s execution is flexible to allow capital to shift among strategies, asset classes and geographies based on prevailing opportunities. Investments are made in U.S. and non-U.S. securities and markets, including emerging markets such as China, Southeast Asia, India, Eastern Europe, Africa and Latin America. Farallon Funds’ investment portfolios consist of a broad range of publicly traded and privately purchased securities, instruments and obligations. This Brochure generally includes information about Farallon and its relationships with the Farallon Funds. While much of this Brochure applies to all such Farallon Funds, certain information included herein applies only to specific Farallon Funds.
C. Availability of Customized Services
While the Farallon Funds generally have similar and overlapping investment strategies and investment parameters, Farallon’s advice with respect to the Farallon Funds is subject to their investment programs, which differ due to, among other reasons, various investment restrictions and types of investors. The Farallon Funds include, for example, funds that are designed specifically for U.S. taxable investors, which utilize margin borrowings and other forms of leverage; funds that are designed specifically for U.S. tax-exempt entities (and certain of those funds generally do not borrow on margin); non-U.S. funds that do not participate in certain U.S. investments; funds that do not make Special Investments (as defined below); funds that primarily invest in Special Investments; multi-strategy funds that may make investments subject to certain environmental, social and/or governance investment screens; funds with certain currency hedging overlays; and strategy-specific funds as well as overflow and co- investment funds and managed accounts. Additional funds that pursue specialized, or different, investment programs may be formed in the future. Farallon may enter into agreements, such as side letters, with certain investors in the Farallon Funds that may provide for terms of investment that are more favorable than the terms provided to other investors in such Farallon Funds. The investment mandate and restrictions for each Farallon Fund are set forth in its constituent documents. References to “constituent documents” in this Form ADV Part 2A include any investment management agreement with respect to a Farallon Fund that is a managed account. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Farallon Funds described herein. Such offering will only be made pursuant to the delivery to prospective investors of a private placement memorandum and/or subscription agreement, which will describe certain risk factors, conflicts of interest, investment objectives and other important features of a particular Farallon Fund.
D. Wrap Fee Programs
Not applicable.
E. Client Assets
The amount of discretionary assets under management as of December 31, 2019 is approximately $28,995,969,000 and is based on unaudited financial data which are subject to change. The figure represents the net asset value of the Farallon Funds plus uncalled capital commitments for the Farallon Funds. As of December 31, 2019, Farallon manages no assets on a non-discretionary basis. please register to get more info

A. Fees and Compensation
Management Fees Management fees payable to Farallon vary by Farallon Fund and are established pursuant to the Farallon Funds’ respective constituent documents. Management fees charged to the Farallon Funds typically are calculated as a percentage of capital under management (except with respect to certain Farallon Funds structured as designated-term private investment funds where management fees may be based on capital commitments or invested capital), generally range up to 1.0% per annum, but in certain cases are higher, and are typically payable and deducted from the assets of each such Farallon Fund quarterly in advance. Management fees based on capital under management will generally be prorated for any subscriptions or withdrawals by an investor that are effective other than as of the last day of the quarter. In the event of a distribution or withdrawal prior to the end of a quarter, Farallon will reimburse to the respective Farallon Fund a pro rata share of such management fees charged with respect to the distributed or withdrawn amount. All management fees for managed accounts are subject to negotiation and established pursuant to each account’s investment management agreement. Farallon has waived or reduced and may, in the future, waive or reduce management fees for certain classes or investors, including employees and affiliates of Farallon, in its discretion. Incentive Compensation Incentive fees payable to Farallon or incentive allocations allocable to FPLLC vary by Farallon Fund and are established pursuant to the Farallon Funds’ respective constituent documents. For most multi-strategy Farallon Funds, incentive fees and incentive allocations generally are charged at year-end at a rate of 20% of net annual profits to such Farallon Fund, or to capital accounts maintained by such Farallon Funds for their investors. For this purpose, with respect to investments that are not Special Investments (as defined below), net profits generally include both realized gains and losses and unrealized appreciation and depreciation of securities held in the Farallon Funds’ portfolios, and with respect to Special Investments, net profits generally include only realized gains and losses and not unrealized appreciation and depreciation. For most multi-strategy Farallon Funds, incentive allocations generally will be charged at a rate of 10% instead of 20% for periods after an unrecovered loss year, which is a year over which net losses have been incurred in an investor’s capital account, until such investor’s capital account has recovered 250% of the net capital depreciation allocated to such account over such year, subject to certain adjustments, e.g., for withdrawals. Other Farallon Funds have different arrangements relative to incentive compensation, including the following. Certain investment-specific and strategy-specific Farallon Funds have distribution waterfalls whereby FPLLC is entitled to a 20% carried interest only after investors have received distributions equal to their capital contributions. Certain Farallon Funds have various preferred or threshold return hurdles that must be reached before FPLLC is entitled to incentive compensation. Carried interest may be calculated on an investment-by-investment basis in respect of certain investment-specific Farallon Funds. From time to time, the carried interest allocable to FPLLC in respect of certain non-U.S. dollar-denominated investments may be calculated in the applicable foreign currency. One strategy-specific Farallon Fund charges an incentive allocation in excess of the return on a specific index (including on negative performance in excess of the index). All incentive fees for managed accounts are subject to negotiation and established pursuant to each account’s investment management agreement. Farallon or FPLLC has waived or reduced and may, in the future, waive or reduce incentive fees and allocations for certain classes or investors, including employees and affiliates of Farallon, or in respect of certain netting arrangements, in its discretion.
B. Payment of Fees
Management fees typically are payable and deducted from the assets of a Farallon Fund quarterly in advance, and incentive or performance-based fees or profit allocations are generally paid or deducted annually (or upon intra-year withdrawal dates) from the assets of the Farallon Funds or capital accounts maintained for their investors, or for certain Investment Partnerships which are structured as designated-term private investment funds, made as a distribution of proceeds or current income when available. For certain Farallon Funds, an invoice is sent, and the client may pay fees or instruct Farallon to deduct the fees from its account. Certain Farallon Funds have the ability to call capital for the payment of fees.
C. Additional Fees and Expenses
To the extent permitted under the Farallon Funds’ constituent documents, the Farallon Funds are obligated to pay for all legal, auditing and accounting fees, tax preparation expenses, investment expenses and all other expenses of each respective Farallon Fund, including, without limitation, custodian fees, taxes on securities transactions, brokerage or counterparty fees and commissions and any other similar fees, research services, consulting expenses and other third-party research-related expenses, clearing expenses, government registration fees, fees to an administrator, entity-level taxes, organizational expenses and other similar or extraordinary expenses related to the operation of the respective Farallon Fund. Farallon maintains policies and procedures for allocating expenses (i) as between the Farallon Advisers (as defined below) and the Farallon Funds and (ii) amongst the Farallon Funds. See Item 12 for further discussion with respect to fees associated with brokerage practices. Pursuant to these policies and procedures, the allocation of certain expenses involves Farallon’s subjective determinations, and, in certain circumstances, Farallon may face conflicts of interests in making such determinations.
D. Prepayment of Fees
Please see response to Items 5A and 5B above.
E. Additional Compensation
Not applicable. please register to get more info

As noted in Item 5A, Farallon accepts performance-based fees/allocations from most Farallon Funds. Clients should be aware that performance-based fees/allocations may be deemed to create a conflict of interest for Farallon, as there can be an incentive for Farallon to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee/allocation. From time to time, Farallon manages or may elect to manage Farallon Funds that charge only management fees and do not charge performance fees/allocations or vice versa. In situations where certain Farallon Funds pay performance fees/allocations and other Farallon Funds do not (or will pay a smaller performance fee or allocation due to the existence of a high water mark or otherwise), there can be an incentive for Farallon to favor those Farallon Funds that pay performance fees/allocations (or higher performance fees/allocations), for example, through its allocation of investment opportunities. To seek to mitigate this inherent conflict of interest, Farallon has implemented allocation policies and procedures (discussed more fully in Item 11D) that seek to ensure that investments are allocated among the Farallon Funds on what Farallon deems to be an equitable basis. please register to get more info

Farallon provides investment advice to the Farallon Funds, as described above in Item 4, including separately managed accounts for institutions such as endowments, foundations, charitable organizations and state and municipal government entities. The constituent documents for each Farallon Fund may set minimum amounts for investment by prospective investors. Farallon has waived, and reserves the right to modify or waive, the minimum new investment commitments for the Farallon Funds from time to time. Minimum investment amounts for managed accounts will be determined on a case-by-case basis. please register to get more info

Farallon has broad and flexible investment parameters and seeks investment opportunities pursuant to a wide variety of investment strategies for the Farallon Funds, including, but not limited to, the core strategies described below, depending on each Farallon Fund’s investment mandate. Historically, Farallon’s core strategies have included merger arbitrage, credit investments, real estate investments, direct investments and long/short equity. Farallon Funds’ investment portfolios may differ based on whether they concentrate their investments in one or more strategies. Farallon Funds’ investment portfolios may also differ based on geographical focus, liquidity needs and other considerations. Merger Arbitrage. Farallon’s merger arbitrage strategy is focused mainly on corporate takeovers. Each investment seeks to capture the spread between the current and projected values of securities of companies involved in a merger or acquisition. To employ this strategy, Farallon typically establishes a long position (usually a purchase of common stock) in a takeover candidate. If the proposed merger or acquisition is structured as a share-for-share deal, Farallon typically takes a short position in the company making the acquisition. Credit Investments. Credit investments include investments in companies experiencing financial distress or whose credit is viewed as marginal but improving, or whose debt Farallon believes is inexpensive relative to its underlying risk or delivers an attractive return. Investments include non-investment grade debt in leveraged or underperforming companies, as well as companies experiencing a liquidity crisis, defaulting on their debt obligations, filing for Chapter 11 bankruptcy protection (or its equivalent), undergoing liquidation or undergoing another corporate event, such as a merger, recapitalization, reorganization or restructuring. Investments also may be made in anticipation of strengthening credit, a repayment or refinancing, an event of default or amendment or renegotiation of covenants or economic terms. Real Estate. Real estate investments include investments in fee simple real estate, leaseholds, mortgages or other real estate-related assets, especially in cases where Farallon believes redevelopment, leasing or addition of management expertise can add value; including investments across a broad range of real estate assets, with a focus on office, retail, multifamily and industrial assets, and at various points in the capital structure of a real estate transaction. Long/Short Equity. Long/short equity consists of investments and short sales in securities that Farallon believes are underpriced or overpriced relative to their intrinsic or fundamental value. These mispricings may be caused by, among other things, general market conditions, a company-specific issue that Farallon believes is temporary, a change in management or strategic direction, or a variation between Farallon’s assessment of a company or its market and that of other market participants. This category also sometimes includes investments in restructuring companies that are undergoing significant corporate events such as spin-offs, recapitalizations, litigation events, strategic realignment, regulatory events, and other major changes.
Direct Investments. “Direct Investments” are illiquid investments held as Special
Investments (as defined below). Direct Investments are typically private market transactions in which a Farallon Fund makes a debt, preferred or common equity or structured investment in a business, typically expecting to receive a contractual return and often additional upside if the business performs according to projections. “Special Investments” are securities and instruments Farallon determines to be illiquid and lacking a readily assessable market value, and such investments may be maintained in special situation sub-accounts. The Farallon Funds may make investments using other investment strategies or modifications of existing strategies, such as non-merger arbitrage, and generally in any other situation, such as equity volatility strategies, in which Farallon believes a security or instrument is undervalued or overvalued or likely to appreciate or depreciate. The Farallon Funds may emphasize or de-emphasize, add, develop or eliminate different investments and different investment strategies and techniques from time to time, depending on, among other things, the perceived opportunities and relative risk-adjusted expected returns or changing regulations. Farallon’s execution is flexible to allow capital to shift among strategies, asset classes, and geographies based on prevailing opportunities. Farallon generally has broad discretion to invest in a broad range of private and publicly traded, U.S. and non-U.S. securities and instruments, including, without limitation, equity securities whether exchange-listed or traded over-the-counter (“OTC”), warrants, corporate debt securities, commercial paper, municipal securities, mutual fund shares, U.S. government securities, bank debt, trade and other vendor claims, loans (originated or acquired through assignment, participation or sub-participation), mortgages and mortgage-related securities or instruments, contractual obligations and claims, contingent rights, litigation rights and claims, certificates of beneficial interest, liquidation trust certificates in bankruptcies and other situations, put and call options, OTC or listed commodity or equity derivative products, exchange-traded funds, indices of all kinds, futures, deliverable and non-deliverable foreign currency and other forward contracts and stock exchange indices, swaps, swaptions, contracts for difference, credit derivatives and other OTC derivative products, interests in real estate, commodities, limited and general partnerships, limited liability companies and joint ventures (including other Farallon Funds), as well as any other securities, instruments, rights or assets and liabilities consistent with the investment programs of the Farallon Funds. Many of these instruments can and may be traded on an exchange or OTC. The Farallon Funds may also hold cash or cash equivalents, and Farallon may or may not elect to hedge its U.S. dollar or other currency exposure in its discretion. In pursuing such strategies, Farallon generally seeks to achieve superior risk-adjusted rates of return through a process of fundamental analysis that emphasizes capital preservation. Farallon employs the following information sources and methods of analysis: a variety of publicly available information sources, including but not limited to financial periodicals, corporate rating services, annual reports, prospectuses and filings with the SEC and other regulators, company press releases, as well as, and to the extent applicable or appropriate, information provided by management and creditors of portfolio companies, brokers, dealers, analysts, professional asset managers, research services and third-party consultants and advisers. Farallon utilizes data sets culled from multiple market sources in its research process. Farallon may also consult with external legal counsel and other experts and speak with members of official and unofficial creditor committees of portfolio companies involved in bankruptcy reorganizations and their legal and financial advisers. When conducting due diligence and investment research, investment professionals may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisers, accountants and investment banks may be involved in the due diligence and investment research process in varying degrees depending on the type of investment. When conducting due diligence and investment research and making an assessment regarding an investment, the investment professionals may rely on information provided by such persons, or by the management of the target of the investment and, in some circumstances, third-party investigations. The descriptions set forth in this Brochure of specific advisory services that Farallon offers to the Farallon Funds, and investment strategies pursued and investments made by Farallon on behalf of the Farallon Funds should not be understood to limit in any way Farallon’s investment activities. Farallon may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Farallon considers appropriate, subject to each Farallon Fund’s investment objectives and guidelines. The investment strategies Farallon pursues are speculative and entail substantial risks. Accordingly, such activities could result in a substantial loss of capital. There can be no assurance that the investment objectives of any Farallon Fund will be achieved.
Certain Risks Relating to Investment Strategies
The investment programs for each of the Farallon Funds involve a substantial degree of risk. The following risk factors do not purport to be a complete list or explanation of the risks involved with the activities of Farallon and the Farallon Funds. These risk factors include only risks Farallon believes to be material, significant, or unusual based on information currently available, and relate to particular investment strategies employed by Farallon and investments made pursuant thereto, and do not address material, significant, or unusual risks associated with other factors, including, without limitation certain instrument types, structural risks and certain market risks. Some or all of these risks may be applicable to one or more of the Farallon Funds depending on its investment mandate. Arbitrage Risks Arbitrage strategies typically involve the purchase and/or sale of a position in a security subject (or which Farallon anticipates will become subject) to a merger, acquisition, exchange offer, tender offer, reorganization, liquidation or other corporate event. In a typical transaction, a Farallon Fund may seek to profit from the “spread” between the current market price and the amount to be realized if the corporate event occurs. If a Farallon Fund purchases the target company’s shares, which are to be exchanged for shares of the acquiring company, the Farallon Fund may seek to offset, wholly or partially, the purchase with the use of options or other derivatives or a short sale of shares of the acquiring company’s stock to seek to reduce general market risks and risks specific to the acquiring company. The Farallon Fund will remain subject to the risks that the corporate event does not occur or that hedging is imperfect. The consummation of mergers, acquisitions, tender offers and exchange offers can be prevented or delayed by a variety of factors, including: (i) regulatory and antitrust restrictions; (ii) tax or political factors; (iii) industry weakness; (iv) stock-specific events; and (v) failed financings; furthermore, anticipated transactions may not transpire at all. Arbitrage success is largely dependent upon the ability of Farallon to correctly analyze the outcome and the completion date of the proposed transaction. In the event the proposed transaction is not consummated, the value of the securities held by the Farallon Fund (which typically are purchased at a significant premium to the pre- announcement market price) may decline significantly, even if the security’s market price returns to a level comparable to that which exists prior to the announcement of the deal. Furthermore, the difference between the price paid by the Farallon Fund for securities of a company involved in a transaction and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. If the proposed transaction appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the securities will usually decline sharply, perhaps by more than the Farallon Fund’s anticipated profit. If the Farallon Fund has established a short position in the acquiring company’s securities, as it often may do in share-for-share transactions, the value of this short position may often also generate significant losses in such an event. Arbitrage strategies also depend for success on the overall volume of merger activity, which historically has been cyclical in nature. If the Farallon Fund participates in appraisal actions related to merger transactions, its investments may be subject to the risk of illiquidity and increased expense during the appraisal process and the risk that a court may determine that "fair value" is actually less than the merger consideration. Credit Strategy Risks Investments in Distressed Companies. A Farallon Fund may invest in securities and claims and obligations of U.S. and non-U.S. issuers which are experiencing or may come to experience significant financial or business difficulties or default (including companies involved in bankruptcy or other reorganization and liquidation proceedings). Such investments involve substantial risks not normally associated with investments in better-performing companies, including adverse business, financial or economic conditions that can lead to defaulted principal and interest payments and insolvency proceedings. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such entities. Troubled company and real estate investments also may be adversely affected by laws relating to, among other things, fraudulent conveyances, voidable preferences, equitable subordination, lender liability and the bankruptcy court’s discretionary power to disallow, reduce, subordinate, recharacterize 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 or currency exchange 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 a Farallon Fund’s investments in any security, and a significant portion of the obligations in which a Farallon Fund invests 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. A Farallon Fund may purchase or hold distressed securities and instruments of all kinds, including equity and debt instruments and, in particular, loans, loan participations and sub- participations, claims held by trade or other creditors, bonds, notes, bills, debentures (whether subordinated, convertible or otherwise), non-performing and sub-performing loans, fee interests and financial interests in real estate, partnership interests and similar financial instruments, executory contracts and participations therein, and securities similar or related to the foregoing, many of which are not publicly traded and which may involve a substantial degree of risk. A Farallon Fund may lose a substantial portion or all of its investments in a troubled loan or equity interest (or other distressed instrument) or may be required to accept cash or other consideration with a value less than such Farallon Fund’s investment. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. Some of a Farallon Fund’s investments may contain trading restrictions, or the marketability of such interests may be hindered for other reasons. The public market prices, if any, of distressed securities and private claims and obligations may be subject to periods of abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities or instruments to reflect what Farallon believes is their intrinsic value. In addition, the concentration of hedge funds (or similar participants) as owners of distressed companies could cause the value of such companies to be depressed if the hedge funds (or similar participants) were forced to liquidate their positions due to withdrawals, a credit crisis or other event affecting such funds. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the liquidation or reorganization 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 other consideration, the value of which will be less than the purchase price to the Farallon Fund of the security in respect to which such distribution was made. 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 object to significant actions, there can be no assurance that a bankruptcy court would not approve actions which may be contrary to the interests of a Farallon Fund. 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 risk that a Farallon Fund’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. A Farallon Fund may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy, bankruptcy or reorganization proceedings by Farallon or its affiliates. To the extent that Farallon or its affiliates become involved in such proceedings, a Farallon Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor, and this may result in greater expenses, increased demands on Farallon’s resources and personnel and risk of liability to a Farallon Fund. Farallon or its affiliates, on behalf of a Farallon Fund, may elect to serve on creditors’ committees or other groups to ensure preservation or enhancement of a Farallon Fund’s positions as a creditor. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee or group represents. If Farallon or an affiliate concludes that its obligations owed to the other parties as a committee or group member conflict with duties owed to the Farallon Fund, it may be required to recuse itself or resign from that committee or group, and the Farallon Fund may not realize the benefits, if any, of participation on the committee or group. In addition, if a Farallon Fund is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of its investments in such company while it continues to be represented on such committee or group and thereafter. Further, there is some uncertainty in the law as to duties and restrictions applicable to an “ad hoc” creditors committee on which Farallon or its affiliates participate or are deemed to participate. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. “High-Yield” Bonds and Unrated or Non-Investment Grade Securities and Instruments. A Farallon Fund may invest in private sector and government debt securities and instruments, including, without limitation, “higher-yielding” (and, therefore, generally higher-risk) debt securities and other subordinate debt obligations. Such securities and instruments may be unrated or below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. In addition, such securities and instruments generally are not exchange-traded and, as a result, trade in the OTC marketplace, which is less transparent and may have wider bid/ask spreads than the exchange-traded marketplace. A Farallon Fund may also invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Furthermore, it is likely that a major economic recession or financial crisis could have a materially adverse impact on the value of such securities and instruments or otherwise increase the incidence of defaults. High-yield securities and instruments have historically experienced greater default rates than has been the case for investment-grade securities. The market values of certain of these lower-rated debt securities and instruments tend to reflect individual corporate developments to a greater extent than do higher-rated securities and instruments, which would be expected to be more correlated to fluctuations in the general level of interest rates. The markets for high-yield securities and other lower-rated securities and instruments tend to be more volatile, less liquid and less active than those for higher-rated securities and instruments, which can adversely affect the price at which these securities can be sold and may make it impractical or impossible to sell such securities and instruments at times of market dislocation. High-yield securities and instruments may be subordinate to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities and instruments may also not be protected by financial covenants or limitations on additional indebtedness. Some issuances may be held by a small number of holders, and there may be little or no liquidity in markets for these securities and instruments even absent market dislocation. Bank Loans. A Farallon Fund’s investment program may include investments in bank loans and participations. These obligations are subject to unique risks, including, without limitation: (i) the possible invalidation or compromise of an investment transaction as a fraudulent conveyance or preference under relevant creditors’ rights laws; (ii) challenges to the validity or seniority of bank claims and guarantees; (iii) so-called lender-liability claims by the issuer of the obligations; (iv) environmental liabilities that may arise with respect to collateral securing the obligations for certain of which lenders may have liability; (v) limitations on the ability of the Farallon Fund to directly enforce its rights with respect to participations; (vi) long and less certain settlement periods; and (vii) adverse consequences resulting from participating in such instruments with other institutions of lower credit quality. Successful claims by third parties arising from these and other risks would be borne by the Farallon Funds. Many of the bank loans that may be purchased or originated by a Farallon Fund will have no, or only a limited, trading market. In addition, secondary market liquidity may become constrained during periods of volatility in the credit markets. Illiquid bank loans may trade at a discount to comparable, more liquid investments. In addition, because of the provision of confidential information, the unique and customized nature of a loan agreement and the private syndication of a loan, certain bank loans may not be purchased or sold as easily as publicly traded securities, particularly as a result of the increased degree of complexity in negotiating a secondary market purchase or sale which complexity does not exist, for example, in the high- yield bond market. Bank loans may encounter trading delays due to their unique and customized nature, and transfers may be prohibited without the consent of an agent bank or borrower. Bank loans may become non-performing for a variety of reasons. Non-performing bank loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write down of the principal of the loan and/or the deferral of payments. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. A Farallon Fund may incur additional expenses to the extent it is required to seek recovery upon a default on a bank loan or participate in the restructuring of such obligation. Although Farallon may exercise voting rights with respect to an individual bank loan on behalf of a Farallon Fund, there can be no certainty that Farallon will be able to exercise votes in respect of a sufficient percentage of voting rights with respect to such bank loan to determine the outcome of such vote. To the extent that a Farallon Fund originates or acquires loans, it may be subject to additional risks, including those related to lender liability, liability to syndicate members or later purchasers and protracted, expensive and resource-intensive workouts or other restructurings. Real Estate Risks General Real Estate Risks. Real estate investments are illiquid and generally will be subject to the risks incident to the ownership and operation of commercial and residential real estate and/or risks incident to the making of, or investment in, nonrecourse mortgage loans secured by real estate, including risk associated with: the general economic climate; local real estate conditions; geographic concentration; risks due to dependence on cash flow; risks and operating problems arising out of the absence or scarcity 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, ground lessees, ground lessors, and buyers and sellers of properties; changes in availability of debt financing, which may increase borrowing costs and/or render the sale of a property difficult or inopportune; lenders’ refusal or inability to satisfy loan commitments to a project; the cost associated with contingent liabilities that are recourse to the project or a Farallon Fund, such as indemnities and guarantees required by project lenders or warranties associated with construction; changes in interest rates; energy and supply shortages and resulting increases in operating costs or the cost of materials and construction; changes in real estate taxes; other excise tax rates and any other operating expenses; imposition of rent controls; the promulgation and enforcement of governmental regulations relating to land-use, zoning laws and regulations, environmental protection, accommodative regulations, fire and other safety and occupational safety issues; changes in laws, regulations, elected officials and government staff; government financial distress and budget cutbacks affecting, among other things, quality of services, permitting, taxes and availability of bond financing; condemnation or other taking of property by a government; unexpected environmental conditions; various uninsured or uninsurable risks including losses from terrorist acts, environmental liabilities, natural disasters and weather events, including risks for which insurance is unavailable at reasonable rates or with reasonable deductibles; insured losses for which insurers are unable or unwilling to pay; and the ability of the Farallon Fund, its joint venture partners or third-party borrowers to manage the real properties. A Farallon Fund will usually invest in a real estate asset on a passive basis, by giving a third- party operating partner and/or property manager a certain degree of authority and responsibility for daily management of the assets and, therefore, will in large part be dependent on the ability of third parties to successfully operate the underlying real estate assets, and be unable to exercise sole decision-making authority and will be subject to the risk that a joint venture or other partner will act negligently, fraudulently or in a manner contrary to the Farallon Fund’s best interest. There is no assurance that there will be a ready market for resale of investments because investments in real estate generally are not liquid; holding periods accordingly are difficult to predict, particularly as business plans may be revised to adapt to changing economic, business and financial conditions. Risks of Engaging in Development Activities. Farallon Funds may undertake to develop or redevelop properties or to invest in property development companies. Although a Farallon Fund would seek to contract with companies that are experienced in handling such development or redevelopment projects, the participating Farallon Fund would be subject to various risks, including those set forth above in “General Real Estate Risks” and the risk that there may be unanticipated delays in the completion of such development projects due to factors beyond the control of Farallon and the Farallon Fund. The factors may include: adverse weather; earthquakes and other “force majeure” events; changes in building plans and specifications; zoning, entitlement and regulatory concerns; unanticipated soil problems; material and labor shortages or strikes; increases in the costs of labor and materials; rising energy costs; the expiration of permits; and changes in laws, regulations, elected officials and government staff. Delays in completing any development project will cause corresponding delays in the receipt of operating income and, consequently, the distribution of any cash flow by the Farallon Fund with respect to such project, as well as increased expense and unforeseen capital outlays. In addition, the estimated costs and schedules of developing and constructing buildings and related landscaping may be affected by changes in construction plans and specifications, regulatory changes or by other unforeseen events, which may cause additional expenses to be incurred and likely borne by the Farallon Fund. General Risks Investment and Trading Risks. All investments risk the loss of capital. No guarantee or representation is made that a Farallon Fund’s investment program will be successful. There is no assurance that a Farallon Fund will be able to generate positive returns for its investors or that the returns will be commensurate with the risks of investing in the securities and instruments and strategies described herein and in the constituent documents of the Farallon Funds. There can be no assurance that the Farallon Funds’ returns will not be correlated with a traditional portfolio of stocks or bonds. The investment program of the Farallon Funds may utilize investment techniques such as leverage, margin transactions, swaps, contracts for differences (“CFDs”), limited diversification, short sales, futures, forward contracts, credit derivatives and options contracts, which practices can, in certain circumstances, magnify the adverse impact of market moves to which a Farallon Fund may be subject or cause a Farallon Fund’s net assets to appreciate or depreciate at a greater rate. A Farallon Fund may invest in highly volatile securities or markets. A Farallon Fund’s investments may be materially affected by the overall economic and financial market conditions occurring globally and in the countries or markets where the Farallon Fund may invest its assets, including interest rates, commodity prices, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Farallon Fund’s 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 a Farallon Fund’s investments. Volatility or illiquidity could impair a Farallon Fund’s profitability or result in losses. Use of Forecasts and Models. The investment strategies employed by Farallon may be highly dependent on a number of quantitatively based models, some of which may be used under license from third parties and some of which may be developed internally. These models may employ assumptions that abstract a limited number of variables from complex financial markets or instruments that they attempt to replicate. Any one or all of these assumptions, whether or not supported by past experience, could prove over time to be incorrect. For example, models may postulate or their efficacy may depend on assumptions regarding the existence of relationships that appear to hold true or in fact held true in the past but that may not exist or hold true in the future. In addition, as market dynamics shift over time (for example, due to changed market conditions and participants), a previously highly successful model could become outdated or inaccurate, perhaps without Farallon recognizing that fact before substantial losses are incurred. There can be no assurance that Farallon will be successful in developing and maintaining effective quantitative models. Litigation. Farallon, its affiliates and/or the Farallon Funds have been (and anticipate that in the future they may be) named as defendants in civil proceedings, including in connection with a Farallon Fund’s distressed investments or Special Investments. Litigation or threats of litigation consume time and resources and jeopardize the successful closing of transactions. Moreover, the outcome of such proceedings may materially adversely affect the value of portfolio positions, may be impossible to predict and may continue unresolved for long periods of time. The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Farallon Funds and would reduce net assets. Litigation may also arise where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management. Such litigation involves substantial uncertainties and may impose substantial delay, cost and expense on the entity participating in the transaction. Hedging Transactions. A Farallon Fund may utilize a variety of financial instruments, such as derivatives, options, short sales, interest rate swaps, caps and floors, futures and forward contracts, both for investment purposes and for risk management purposes in order to: (i) protect against possible changes in the market value of its investment portfolio resulting from fluctuations in market prices, including in securities and commodities markets and changes in interest rates; (ii) protect its unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or appreciation on any investment in its portfolio; (v) hedge the interest rate or currency exchange rate on any of its liabilities or assets; (vi) protect against any increase in the price of securities it anticipates purchasing at a later date; or (vii) for any other reason that Farallon deems appropriate. The success of a Farallon Fund’s hedging strategy will depend, in part, upon Farallon’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of a Farallon Fund’s hedging strategy will also be subject to Farallon’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While a Farallon Fund may enter into hedging transactions to seek to reduce risk, such transactions may be costly and result in a poorer overall performance and increased (rather than reduced) risk for the Farallon Fund than if it had not engaged in any such hedging transactions. Moreover, it should be noted that a portfolio will always be exposed to certain risks that will not or cannot be hedged, and that a Farallon Fund may not anticipate a particular risk so as to hedge against it. In addition, a Farallon Fund may choose not to enter into hedging transactions with respect to some or all of its positions. Risk Concentration and Risk Management Failures. Certain Farallon Funds may not be restricted in the amount of their capital that they may commit to any single investment, strategy or industry sector. At times a Farallon Fund may hold a relatively large concentration in a particular security, issuer, sector, geographic region or type of investment. Any such concentration of risk may increase losses suffered by the Farallon Fund, which could have a material adverse effect on the Farallon Fund’s overall financial condition. Even when Farallon attempts to control risks and diversify the portfolio, risks associated with different assets may be correlated in unexpected ways, with the result that the Farallon Fund faces concentrated exposure to certain risks. Conversely, Farallon may encounter unexpected changes in the correlation of assets or markets, or basis risk due to, among other things, imperfectly matched debt maturities, which confound its attempts to hedge or limit risk and result in investment losses. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. In addition, many hedge funds pursue similar strategies, which creates the risk that many funds would be forced to liquidate positions at the same time, reducing liquidity, increasing volatility and exacerbating losses. Although Farallon attempts to identify, monitor and manage significant risks, these efforts may not necessarily take all risks into account and there can be no assurance that these efforts will be effective. Any inadequacy or failure in Farallon’s risk management efforts could result in material losses for the Farallon Funds. Investment Due Diligence and Investment Research. When conducting due diligence and investment research, Farallon may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence and investment research process in varying degrees depending on the type of investment. When conducting due diligence and investment research and making an assessment regarding an investment, Farallon may rely on information provided by such persons, or by the management of the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation and investment research that Farallon carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity, may lead to inaccurate or incomplete conclusions, or may be manipulated by fraud. Moreover, such an investigation may be costly and will not necessarily result in the investment being successful. Certain jurisdictions may have laws that make obtaining information about portfolio companies or other parties relevant to an investment difficult or impracticable. Evolving and New Trading Strategies; Complexity. A Farallon Fund’s strategies and techniques are continually evolving, and investment positions reflecting new strategies and trading techniques will be incorporated into a Farallon Fund’s portfolio from time to time. Farallon is not restricted from using a Farallon Fund's capital for purposes of developing and incubating new strategies, even if Farallon has limited experience in the type of strategy or in the markets or instruments involved. The strategies developed by Farallon may not be successful and the resources allocated to the implementation of new strategies may diminish the effectiveness of Farallon’s implementation of a Farallon Fund’s established strategies. In addition, any new investment strategy or hedging technique developed by, or security type purchased by, Farallon may be more speculative than current strategies, techniques and security types, and may subject the Farallon Fund to additional risks. Farallon’s systems and operations are dynamic and complex. Certain of Farallon’s operations interface with and will be dependent on systems operated by third parties, including prime brokers, administrators, market counterparties and their sub-custodians and other service providers, and Farallon may not be in a position to quantify the risks or verify the reliability of such third-party systems. Certain operational and cybersecurity risks may be intrinsic to Farallon’s operations and may impact its financial, accounting or data processing or other systems, especially given the volume, diversity and complexity of transactions that a Farallon Fund may enter into daily. Operational risk may be exacerbated in periods of market dislocation or abrupt regulatory change. The failure of one or more systems or operations or the inability of such systems or operations to meet the demands of a Farallon Fund’s evolving businesses could have a material adverse effect on or disrupt the Farallon Fund. Non-U.S. and Emerging Markets Investments. Certain non-U.S. and emerging markets at times have experienced extremely volatile market conditions with a dramatic effect on the value of, and return on, investments. Investing in emerging or certain non-U.S. markets involves additional risks and special considerations not typically associated with investing in other more established economies or markets. Such risks may include, without limitation: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including civil and ethnic unrest, war, abrupt changes in political and economic power, changes in government institutions and policies or famine; (iii) potentially higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) capital controls, such as limitations on the ability to exchange local currencies for U.S. dollars, and trade restrictions, including quotas, tariffs, customs, duties and other assessments, which may lead to significant costs and delays in obtaining licenses, approvals and authorizations; (viii) increased likelihood of governmental involvement in and control over the economy, issuers and financial markets; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) preferential treatment of local interests over foreign interests by the government, including legislators, regulators and courts; (xi) differences in auditing and financial reporting standards which may result in the unavailability of reliable, current or detailed information about issuers; (xii) less extensive or more extensive regulation of the markets; (xiii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiv) greater correlation to commodity price movements; (xv) imposition of withholding or other taxes on dividends, interest, capital gains, gross sales or disposition proceeds or other income; (xvi) higher transaction costs; and (xvii) certain considerations regarding the maintenance of a Farallon Fund’s securities with non-U.S. brokers and securities depositories. Repatriation of investment principal, income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries. The consent or cooperation of local management and co- venturers may be required for repatriation and may be difficult, expensive or impossible to obtain. A Farallon Fund could be adversely affected by delays in, or a refusal to grant, any required governmental registration or approval for such repatriation. Some of the risks that are traditionally more characteristic of emerging markets and certain less-developed markets may also be present in more established economies, especially during times of economic distress or political unrest. Some non-U.S. countries have laws and regulations which limit direct foreign investment and require government approval or registration prior to effecting any foreign investment in domestic securities. Thus, a Farallon Fund may not be able to recover investment proceeds or otherwise realize gains to which it is entitled. The process of securing necessary approvals for the purchase or disposal of investments may result in a level of expenses and delay which exceeds the level of expenses and delay necessary to make investments of a similar nature in other jurisdictions. These restrictions could also have an adverse effect on the companies in which a Farallon Fund invests. In circumstances deemed appropriate by Farallon, a Farallon Fund may make investments indirectly, including through derivative instruments such as swaps and participation notes. Trading through derivatives introduces counterparty risks and additional costs; counterparties in emerging markets may be less well known to Farallon and less creditworthy than those used in other markets. In addition, indirect foreign investment in the securities of companies listed and traded on the stock exchanges in these countries is permitted by certain emerging countries through investment funds that have been specifically authorized. A Farallon Fund may invest in these investment funds, and the Farallon Fund will bear the expenses of the underlying investment funds or derivatives. In addition to limits on direct foreign investment, certain non-U.S. governments may provide for other preferential treatment to particular domestic industries or companies or engage in other protectionist acts. Certain countries have, or may adopt, policies that entitle local entities to greater rights than foreign investors or the companies owned by foreign investors, including discriminatory taxes, price controls, administrative barriers, ad hominem legislation or regulation and cancellation of necessary licenses. In the event that such a situation arises and a country’s regulatory environment unexpectedly becomes unfavorable to foreign investment, a Farallon Fund may not be able to easily liquidate or restructure its assets, or otherwise reduce its exposure to such environment, and a Farallon Fund or the companies in which it invests could be placed at a competitive disadvantage to local competitors. There can be no assurance that investments by a Farallon Fund will not be subject to non-U.S. government expropriation. International contracts may be difficult to enforce, and it is possible that there may be no legal recourse if the non-U.S. government chooses to expropriate an asset or otherwise increase the cost for foreign investors. While some non-U.S. countries only have the legal authority to expropriate foreign assets if they do so in the “public interest,” on a non-discriminatory basis, and pay “appropriate compensation” in return, these concepts may not be clearly defined or tested under local laws or regulations, or they may not be enforced at all. Certain countries have recently emerged from state-run economies and their markets are more prone to government intervention than more developed markets. Government intervention is often expressly intended to influence prices and from time to time has taken the form of outright default and/or expropriations, resulting in total losses for affected investors. The economies of individual non-U.S. countries may differ from the U.S. economy in such respects as growth of gross domestic product, rate of inflation or deflation, currency depreciation and appreciation, asset reinvestment, taxation, resource self-sufficiency and balance of payments position. In addition, certain countries have less political, economic and social stability than the United States or other more developed countries. Such instability can lead to losses for a Farallon Fund, or increased risk of losses, due to among other things increased risk of business interruptions; reduced supply of and demand for products; interruptions in communications, transportation, public utilities and other public services; loss of key personnel; increased risk of terrorist acts, widespread protests or state action; adverse moves in currency exchange rates; increased interest rates; and declining capital inflows and exit opportunities. Many of the laws that govern private and foreign investment, securities transactions, creditor’s rights and other contractual relationships in non-U.S. countries, particularly in developing countries, are new and largely untested. As a result, a Farallon Fund may be subject to a number of additional risks typically not associated with investments in established markets, including inadequate investor protection, inconsistencies and contradictions within and among local, regional and national laws, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations. In particular, regulatory controls and corporate governance of companies in developing countries may confer little protection on investors. Anti-fraud and anti-insider trading legislation is often rudimentary. The concept of fiduciary duty is also limited when compared to such concepts in developed country markets. In certain instances, management may take significant actions without the consent of investors. Organized crime and corruption are also threats in a number of countries, some of which rank well below the United States in Transparency International’s Corruption Perceptions Index and/or TRACE Matrix. Because the effectiveness of the judicial systems in the countries in which a Farallon Fund may invest varies, a Farallon Fund may have difficulty in successfully pursuing or defending claims in the courts of such countries, as compared to the United States or other developed countries. In many emerging markets, there is no effective means of enforcing a security interest, and a Farallon Fund may not be in a position to attempt to negotiate or participate in extended workouts or restructurings due to geographical considerations, exchange-rate risk, local licensing requirements and/or other factors. In addition, both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. Further, to the extent a Farallon Fund may obtain a judgment but is required to seek its enforcement in the courts of one of the countries in which such Farallon Fund invests, there can be no assurance that such courts will enforce such judgment. Therefore, the effective ability of a Farallon Fund to enforce its rights against non-U.S. issuers may be severely limited. Taxation of dividends, interest, other investment income and capital gains received by non- residents of non-U.S. countries varies among countries and, in some cases, is high compared to the United States. In addition, some non-U.S. countries have less well-defined tax laws and procedures than the United States does, making it difficult to ascertain with certainty the taxation that will apply to a particular transaction. The tax systems of some non-U.S. countries can be subject to rapid change, which may occur without warning and be applied with retroactive effect. Due to factors such as these, a Farallon Fund may be liable for high levels of taxes, or higher levels of taxes than projected upon initial investment, in certain jurisdictions in which a Farallon Fund may invest; in addition, such taxes may be asserted retroactively, or a Farallon Fund may be required to accrue for uncertain tax positions, which could require a Farallon Fund to incur losses, or reserves or withholdings against amounts otherwise distributable. Due to the foregoing risks and complications, the risks and costs associated with investments in non-U.S. countries, including emerging markets, may have an adverse effect on the performance of a Farallon Fund. Emerging Market/Developed Market Credit Spread and Impact of Financial Crises. During “credit squeezes” and market disruptions, the differential between the interest rates on emerging market debt and the interest rates on developed market debt denominated in the same currency (i.e., the “credit spread”) may widen dramatically, irrespective of the actual economic conditions in a given emerging market. The widening of emerging market/developed market credit spreads may cause the value of emerging market credit instruments held by Farallon Funds to decline materially. A credit squeeze in emerging markets may negatively impact general economic and market conditions in certain regions, which may adversely affect the Farallon Funds' profitability or result in losses. Emerging Market Characteristics. Trading markets in emerging markets may be substantially smaller (on the basis of market capitalization, value of securities traded and number of listed companies) than those in the United States and other markets with more developed securities markets. As a consequence, a Farallon Fund investing in emerging markets may invest in a relatively limited number of issuers, some or many of which may operate in the same industry or economic sector. Trading markets in emerging markets may be subject to greater price volatility and less liquidity than is usually the case in the United States and other countries with more developed securities markets. Many companies traded on securities markets in emerging markets are smaller than companies whose securities are traded on securities markets in the United States and other more developed countries. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. Accordingly, emerging markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States and other more developed countries. Trading practices that are prohibited in a number of other countries also may be present in some of emerging markets. There may be less information available in connection with a Farallon Fund’s emerging market investments compared with information available in respect of its investments in the United States and other more developed countries, including in certain circumstances, when less information may be made available to a Farallon Fund than is made available to local market participants. Developments in Global Financial Markets and Government Intervention. Market participants have encountered periods of market uncertainty and adverse market conditions in various markets. In the past, these conditions resulted in reduced liquidity, general volatility, general widening of credit spreads and a lack of price transparency, among other things. The global financial markets may again become subject to pervasive and fundamental disruptions and instability. Difficult market conditions have at times adversely affected the market values of equity, fixed income and other securities and instruments, and these circumstances may recur. A Farallon Fund may suffer material adverse effects from disruption of the markets or from broad or rapid changes in market conditions in the future. For these and other reasons, significant governmental and regulatory intervention is likely to continue. Regulators in many jurisdictions have implemented and may, in the future, implement a number of wide-ranging regulatory measures, including restrictions on the short selling of financial and other stocks. Certain interventions have been and may be implemented with little notice, with the consequence that some market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions may be suddenly and/or substantially reduced or eliminated. Moreover, these interventions may sometimes be unclear in scope and application. It is impossible to predict with certainty what additional governmental restrictions may be imposed on the markets and the effect of such restrictions on Farallon’s ability to implement a Farallon Fund’s investment program. The U.K.'s Departure from the European Union. On January 31, 2020, the United Kingdom ("U.K.") officially withdrew from the European Union ("EU"). This was subsequent to the U.K. and EU having agreed upon the wider terms of the U.K.'s withdrawal from the EU, which provides for a near-term transitional period expiring December 31, 2020 (unless extended) during which EU law continues to apply in the U.K. (the "Transitional Period"). During the Transitional Period, the U.K. and the EU will enter into negotiations with respect to the U.K.'s future relationship with the EU. However, if the U.K. and the EU fail to agree to the terms of a comprehensive free-trade agreement prior to the end of the Transitional Period, it is anticipated that the U.K. would be required to trade with the EU and other countries under the rules of the World Trade Organization and thereby lose access to the EU's "Single Market" and "Customs Union." During and possibly after the Transitional Period, there is likely to be considerable uncertainty as to the position of the U.K. and the arrangements that will apply to its relationships with the EU and other countries following the end of the Transitional Period. This uncertainty may affect other countries in the EU (or elsewhere). The impact of such events on a Farallon Fund is difficult to predict but there may be detrimental implications for the value of certain of a Farallon Fund’s investments, its ability to enter into transactions or to value or realize investments or its ability to implement its investment program. Currency Risks. Farallon Funds generally compute and distribute their respective income in U.S. dollars. Since a Farallon Fund may invest in securities and other instruments denominated or quoted in currencies other than the U.S. dollar, changes in currency exchange rates will affect the value of a Farallon Fund’s portfolio and the unrealized appreciation or depreciation of such investments. Likewise, a Farallon Fund may borrow in currencies other than the U.S. dollar under multi-currency borrowing facilities. The cost of the obligation to repay such borrowings, and pay interest on such borrowings, will fluctuate relative to the U.S. dollar as currency rates fluctuate, affecting the value of a Farallon Fund’s portfolio. Further, a Farallon Fund may incur costs in connection with conversions between various currencies. Foreign currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to a Farallon Fund at one rate, while offering a lesser rate of exchange should the Farallon Fund desire immediately to resell that currency to the dealer. A Farallon Fund may conduct its currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward contracts to purchase or sell non-U.S. currencies. A Farallon Fund may seek to protect the value of some portion or all of its portfolio holdings against certain currency risks by engaging in hedging transactions, and Farallon may from time to time determine to hedge against the U.S. dollar or other currencies. A Farallon Fund may enter into forward contracts on currencies, as well as purchase put or call options on currencies or enter into cross-currency swaps, in U.S. or non-U.S. markets. Certain forward transactions are subject to applicable uncleared swap margin requirements, reporting requirements, and the possibility of future clearing mandates, all of which may lead to increased costs and burdensome compliance obligations for market participants. Borrowings in currencies other than the U.S. dollar may have the intent of hedging against certain currency risks. There can be no guarantee that instruments suitable for hedging currency exchange rate changes will be available at the time when a Farallon Fund wishes to use them or will be able to be liquidated when a Farallon Fund wishes to do so. Some currency risks are difficult or impossible to hedge, including for example the impact of exchange rate fluctuations on portfolio companies’ businesses and macroeconomies. In some countries, the markets for certain of these hedging instruments are not highly developed or do not exist. Farallon may also identify foreign currency risks with a portfolio company’s business (e.g., revenues are foreign currency denominated even though expenses are in U.S. dollars) which are not directly related to the denomination of the investment purchased by a Farallon Fund, and Farallon may or may not seek to hedge such other foreign currency risks. As with other hedging transactions, currency hedging may result in a poorer overall performance and increased (rather than reduced) risk for a Farallon Fund. Sovereign Debt. Several factors may affect (i) the ability of a government, its agencies, municipalities or instrumentalities or its central bank to make payments on the debt each has issued ("Sovereign Debt"), including securities that Farallon believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such Sovereign Debt and (iii) the inclusion of Sovereign Debt in future please register to get more info

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

A. Broker-Dealer Registration Status
Neither Farallon nor any of its management persons is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.
B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading
Adviser Registration Status
Farallon and certain affiliates rely on exemptions from registration as commodity pool operators and as commodity trading advisers pursuant to the Commodity Exchange Act and rules promulgated thereunder. - 48 -
C. Material Relationships or Arrangements with Related Persons who are Industry
Participants
Affiliated Advisers
Farallon provides administrative services and discretionary investment management services to, and affiliates of Farallon serve as general partner and managing member to, various Farallon Funds. Farallon Capital Europe LLP, a U.K. limited liability partnership (“Farallon Europe”), Farallon Capital Asia Pte. Ltd., a Singapore company (“Farallon Asia”), Farallon Capital Asia (HK) Limited, a Hong Kong company (“Farallon Hong Kong”), Farallon Capital Japan LLC, a Japanese limited liability company (“Farallon Japan”) and Farallon Latin America Investimentos Ltda., a Brazilian sociedade limitada (“Farallon Latin America”), serve as exclusive subadvisers to Farallon. Collectively, these entities are referred to herein as the “Farallon Advisers”. The Farallon Advisers, excluding Farallon Europe, are subsidiaries, relying advisers and/or “related persons” of Farallon. Farallon Europe is not an affiliated adviser of Farallon. All of the Farallon Advisers currently provide services exclusively for Farallon. Farallon Europe is a registered investment adviser (SEC file number 801-65852) with the SEC, and it has been registered since February 2006. Farallon Europe is also authorized and regulated by the UK Financial Conduct Authority ("FCA"). Farallon Europe has been authorized and regulated by the FCA since November 2004, and its firm reference number is 403306.

Farallon Asia holds a capital markets services license to conduct the regulated activity of fund management under the Securities and Futures Act, Chapter 289 of Singapore ("SFA"). Farallon Asia has been registered with the SFA since November 2013, and its license number is CMS100356-2.

Farallon Japan is an investment adviser licensed under Japan's Financial Instruments and Exchange Law. Farallon Japan has been registered since April 2010, and its registration number is 2379.

Farallon Latin America has been authorized by the Brazil Commissao de Valores Mobiliarios to act as a securities portfolio manager since October 2011. Farallon Hong Kong is a private company limited by shares incorporated in Hong Kong and licensed with the Hong Kong Securities and Futures Commission to conduct Type 9 (asset management) regulated activities pursuant to the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Throughout this Form ADV Part 2A, disclosure is made regarding risks related to Farallon’s management of the Farallon Funds and conflicts of interest related to among other things, the activities, ownership and relationships of Farallon and/or its affiliates. All such disclosures should be read also as applying to the Farallon Advisers’ management with respect to the Farallon Funds and conflicts of interest related to among other things, the activities, ownership and relationships of the Farallon Advisers and/or their affiliates. More detailed information regarding Farallon Europe’s ownership, control, business practices and policies, investment strategies and other operations may be found in Part 1A and Part 2A of the report on Form ADV of Farallon Europe.
Certain Conflicts of Interest Among Funds
As indicated above, Farallon manages a number of Farallon Funds, some of which have investment programs that are similar or substantially similar. Farallon and its affiliates may have conflicts of interest in allocating their time and resources between the Farallon Funds, in allocating investments among the Farallon Funds, and in effecting transactions between the Farallon Funds, including ones in which Farallon and its affiliates may have a financial interest. Farallon and its affiliates invest capital in the Farallon Funds and their capital interest in some Farallon Funds is disproportionate relative to their interest in other Farallon Funds. Under certain constituent documents of the Farallon Funds, such persons generally are required only to devote so much of their time to each Farallon Fund’s affairs as is reasonably necessary in good faith. In addition, Farallon and its affiliates generally are not prohibited by such constituent documents from engaging in any other existing or future business if such activity does not materially interfere with the business of the Farallon Funds or conflict with their obligations under the Farallon Funds’ constituent documents. The Farallon Funds will not have any right to any income or profit derived by Farallon and its affiliates from any such employment or business activity. Different Farallon Funds charge different management fees and incentive fees and/or allocations due to circumstances such as different contractual rates or loss recovery account balances. Although the Farallon Funds generally have similar or overlapping investment strategies and investment parameters, their investment programs differ due to, among other reasons, different mandates, various investment restrictions and types of investors. Farallon may give advice, and take action, with respect to any of the Farallon Funds which may differ from the advice given, or the timing or nature of action taken with respect to other Farallon Funds. Moreover, certain Farallon Funds may be limited in their ability to enter into certain trading relationships (for example, with derivative counterparties), which may limit such Farallon Funds’ ability to invest in certain securities or instruments, including certain hedging transactions. As a result, the investment returns of a certain Farallon Fund may be significantly different from those of the other Farallon Funds. The portfolio strategies that Farallon may use for one or more Farallon Funds could conflict with the transactions and strategies employed by Farallon in managing other Farallon Funds and could affect the prices, rights and availability of the securities and other financial instruments in which those Farallon Funds invest. The Farallon Funds may have conflicting interests with respect to their investments, including with respect to selling objectives or exit strategies, taxes, performance, liquidity, timing, currency exposures and hedging and other objectives. The conflicting interests of individual Farallon Funds may relate to, or arise from, among other things, the nature of investments made by the Farallon Funds, fund ramp up or ramp down periods, investing in different layers of the capital structure, the structuring or the acquisition of investments, and the timing of disposition of investments. For example, certain Farallon Funds have sold and may, from time to time, be selling securities or instruments that the other Farallon Funds hold and may continue to hold and/or purchase and vice versa. In addition, Farallon has purchased and may purchase on behalf of certain Farallon Funds instruments of an issuer which have a different ranking, priority or preference than the instruments of the same issuer purchased on behalf of other Farallon Funds, or whose interests are otherwise adverse. This may lead, as examples, to the debt of an insolvent issuer being held by one Farallon Fund while equity of the same issuer is held by another Farallon Fund or one Farallon Fund holding senior debt of an issuer while another Farallon Fund holds subordinated debt of the same issuer and the claims of the instruments against the issuer may be adverse to each other. These and other investments may be deemed to create conflicts of interest, particularly because Farallon may take (or decline to take) certain actions for some Farallon Funds, which may have an adverse effect on other Farallon Funds (including in connection with restructuring and reorganization situations). For example, in a situation where a Farallon Fund invests in debt securities of a portfolio company in which another Farallon Fund holds or is contemporaneously acquiring equity securities, questions may arise as to (i) whether payment obligations and covenants should be enforced, modified or waived, whether debt should be refinanced, (ii) whether the debt financing was extended in order to benefit the Farallon Funds holding such equity securities, (iii) whether one investment was obtained in connection with, or as a quid pro quo for, the other investment, or (iv) whether terms of the investments were negotiated independently at arms’ length. Similar questions may arise even if the relevant investments both consist of debt (for example where investments consist of senior debt, on the one hand, and structurally or contractually subordinated debt in the same or related issuers, on the other hand), or different classes of equity, or are made at different times or at different prices. Such conflicts also may arise, without limitation, with respect to the nature or structuring of investments, such as Special Investments, that may be more beneficial for one or more Farallon Funds than for other Farallon Funds. Further, as a result of Farallon’s relationships, Farallon has been and may, over time, be presented with serial investment opportunities with certain business groups, families or promoters; these investments have been particularly prevalent in developing markets such as those in Southeast Asia, but have also arisen in developed and other developing markets. A noteworthy feature of these relationships is that the Farallon Funds may invest in different companies across the business group structure, or make serial investments in the same or related companies, and that Farallon may be in simultaneous negotiations with such business groups regarding multiple investments held or to be made by different Farallon Funds in such companies. For example, a new investment opportunity may arise by virtue of a business relationship which may be allocated to Farallon Funds other than Farallon Funds that participated in previous or existing transactions with the same company, or other companies in the group, and, as part of such new investment opportunity, an amendment, modification or waiver to an existing transaction may be made contemporaneously with such new investment. Farallon will determine, in its discretion, which Farallon Funds may or may not participate in any investments that involve different classes of instruments or securities in the same or related companies, which might result in varying and conflicting rights amongst the Farallon Funds or arise serially in the same or related companies. In such cases, the participation by certain of the Farallon Funds in such investments may involve, for instance, such Farallon Funds contributing new capital or directly or indirectly effecting a refinancing that impacts other Farallon Funds which continue to hold and/or restructure their existing investments. Performance results will vary, perhaps substantially, among the Farallon Funds. Certain Farallon Funds or investors within certain Farallon Funds may have more favorable, or different, liquidity terms relative to one another. Trading activities, including as a result of withdrawals from and subscriptions to one Farallon Fund, could disadvantage another Farallon Fund. Investors in a particular Farallon Fund may not be offered the opportunity to invest in other Farallon Funds. To address these potential conflicts of interests in its material relationships, Farallon has adopted policies and procedures, including a Code of Ethics, allocation policies and conflicts of interest guidelines. For a more detailed discussion of Farallon’s Code of Ethics and allocations and certain conflicts of interest policies, please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading,” below.
D. Material Conflicts of Interest Relating to Other Investment Advisers
Farallon and its affiliates have relationships with certain subadvisers, investment funds and operating companies, partners and co-investors that could present potential or actual conflicts of interest. Certain of these relationships are summarized below. Former personnel of Farallon or its affiliates, acting in a capacity independent of Farallon, may source certain investment opportunities and offer participation in such opportunities to Farallon and/or the Farallon Funds, in which Farallon and/or the Farallon Funds may determine to participate. Such former personnel may participate, as an agent or principal, in transactions related to Farallon Funds’ portfolio investments, including, for instance, such persons or their affiliates purchasing portfolio investments from the Farallon Funds. In certain cases, such former personnel may have an indirect interest in such portfolio investments through their interests in the relevant Farallon Fund (or associated general partner entity) and/or have an interest in a portion of the carried interest Farallon or their affiliates may receive related to the sale of the portfolio investments. The appearance of or potential for a conflict of interest between the interests of such persons and the Farallon Funds may arise as a result. For example, a potential conflict of interest may arise between the interest of a former Farallon person and the Farallon Funds if such person or a related entity has, or proposes to have, an independent financial interest in a company in which the Farallon Fund has a debt or equity interest or if such person or a related entity seeks to do business with a company, asset or counterparty in which the Farallon Funds may have a financial interest. The Farallon Funds may compensate a former Farallon person or other person for sourcing a transaction, or serving as operating partner with respect to an entity, in which the Farallon Funds invest. The Farallon Funds have invested from time to time in funds managed by third-party subadvisers. Farallon and its affiliates (but typically not the Farallon Funds) have acquired and may, in the future, acquire a passive minority interest in certain of these third-party subadvisers, or acquire such an interest in connection with the Farallon Funds’ investment in return for, among other things, strategic advice, financial support and/or support services. Farallon and its affiliates may have a conflict of interest in making allocations to, or other decisions in respect of, such third-party subadvisers in which they may own or acquire a minority interest. The Farallon Funds will have no interest in the fees earned by such third- party subadvisers. The Farallon Funds may be subject to additional asset-based fees and performance-based fees or allocations in respect of investments managed by third-party subadvisers which manage portions of the Farallon Funds’ investments on a discretionary basis. To address potential or actual conflicts of interest, Farallon in its sole discretion may reduce the amount of the management fee or incentive allocation or fee by the amount of any asset-based or performance-based fees or allocations paid or allocated to such persons, but may elect not to do so. Farallon and its affiliates also hold and may, in the future, hold capital interests in the management companies of other investment firms or in such firms’ or others’ private investment limited partnerships, or may serve as officers, managing directors and/or members of investment committees for such management companies. However, neither Farallon nor its affiliates have the power to direct the management or policies of such management companies. The Farallon Funds may from time to time pursue investment opportunities arising out of or related to Farallon and its affiliates’ relationships with these management companies or private investment limited partnerships. The Farallon Funds have made and may make co-investments with investment partnerships controlled by such other management companies in which Farallon or its affiliates have a financial interest or other relationship. In some instances, the Farallon Funds may hold the same or similar instruments or rights as those held by the other investment partnerships. In other instances, however, the Farallon Funds may hold different instruments or rights than those held by such investment partnerships. Such co-investments may be made at the same time or at different times. For example, certain Farallon Funds have and may continue to invest in debt or equity securities related to the financing of a leveraged buyout or other acquisition sponsored by such an investment partnership, where such investment partnership may hold equity interests. In addition to co-investment transactions, certain Farallon Funds may from time to time enter into other transactions, such as the purchase or sale of securities or instruments, with such private investment limited partnerships. please register to get more info

Trading
A. Code of Ethics
Per Rule 204A-1 under the Investment Advisers Act, Farallon’s written code of ethics contains Farallon’s standards of business conduct, including that Farallon and its “supervised persons” must consider the interests of the Farallon Funds before their own, provisions requiring “supervised persons” to comply with federal securities laws, provisions requiring “access persons” to report personal securities transactions periodically and holdings at the time they become access persons and on at least an annual basis thereafter, provisions requiring supervised persons to report violations of the code of ethics promptly to the chief compliance officer, and provisions requiring Farallon to provide a copy of the code of ethics, as it may be amended, to all supervised persons, with a requirement that they provide to the adviser a written acknowledgment that they have received the code of ethics. Farallon’s “supervised persons” consist of all employees, including managing members and managing directors (or other persons occupying a similar status or performing similar functions) and any other person who provides advice on behalf of Farallon and is subject to Farallon’s supervision and control. Under SEC requirements, certain provisions of the code of ethics apply only to Farallon’s “access persons”. For purposes of compliance with the code of ethics, Farallon has determined that access persons generally shall be deemed to include all Farallon supervised persons. In addition to the elements required by Rule 204A-1, Farallon’s code of ethics includes, among others, restrictions that generally prohibit its access persons from purchasing or selling debt or equity securities that are not subject to general permission (e.g. Treasury securities or certain mutual funds) or case-by-case permission exceptions. In addition, supervised persons must obtain pre-clearance before certain other actions including, but not limited to: making investments in private placements or private funds, serving on the boards of directors of any outside for-profit companies, receiving or offering gifts or entertainment worth a substantial monetary value from or to persons doing business with Farallon, or making contributions, payments or gifts to political candidates or parties. Investors may obtain a copy of Farallon’s code of ethics by contacting Farallon. As discussed in Item 10, Farallon and its affiliates at times will have potential and actual conflicts of interest with respect to the Farallon Funds and their investments. These conflicts of interest may be between or among the different Farallon Funds or between Farallon and its affiliates and the Farallon Funds. Farallon generally resolves these conflicts of interest without input from disinterested third parties. Farallon has adopted policies, procedures and guidelines designed to minimize the occurrence of conflicts of interest, identify and analyze any conflicts that do arise, and ensure that any such conflict is appropriately managed.
B. Securities in Which Farallon or a Related Person Has a Material Financial Interest
It is not currently the general practice of Farallon and its affiliates as principal to purchase securities or other instruments for themselves from any client or sell securities or other instruments they own to any client. In certain circumstances, Farallon and/or its affiliates have purchased, and in the future may purchase, securities or other instruments from a Farallon Fund or its investor for its own account. For example, FPLLC has purchased residual capital accounts it deemed de minimis consisting of illiquid investments from investors who have withdrawn from a Farallon Fund with such investor’s consent. To the extent that these or other transactions may be viewed as principal transactions, including due to the ownership interest in the Farallon Funds by Farallon or its affiliates, Farallon also will comply with the requirements of Section 206(3) of the Advisers Act, including that Farallon will notify the respective Farallon Funds or relevant investors (or, depending on a Farallon Fund’s constituent documents, an independent representative) in writing of the transaction and obtain the consent of the respective Farallon Funds (or independent representative, as applicable). Moreover, it is not currently the general practice of Farallon to effect cross trades between or among Farallon Funds. If Farallon were to effect cross trades or principal transactions between or among the Farallon Funds or itself or its affiliates, Farallon would have potentially conflicting interests and duties, performance objectives, ownership interests and compensation arrangements with respect to each participating Farallon Fund or other account. To address potential or actual conflicts of interest Farallon develops procedures to be implemented in connection with potential principal and cross trade transactions. Farallon may, in its sole discretion, select one or more persons, who shall not be an affiliate of Farallon, to serve on a committee, the purpose of which is to consider and, on behalf of the Farallon Funds, approve or disapprove, to the extent required by applicable law or deemed advisable by Farallon, in its sole discretion, principal transactions and certain other related- party transactions involving potential conflicts of interest. The Farallon Funds may enter into an agreement such that the person(s) so selected would be exculpated and indemnified by the Farallon Funds in the same manner and to the same extent as Farallon and its affiliates are so exculpated and indemnified. Certain Farallon Funds have established, and in the future may establish, advisory committees made up of investor representatives or other non-affiliates to provide similar approvals and consents with respect to the applicable Farallon Fund. Under certain circumstances, Farallon and its related persons may determine that it is in the best interest of the Farallon Funds to effect trades of securities, make distributions in kind or accept contributions in kind between or among the Farallon Funds. This has occurred, or may occur, for example, in connection with the establishment, reorganization or liquidation of a fund or managed account, or the transfer of an investor from one Farallon Fund to another Farallon Fund. In certain cases, one Farallon Fund may purchase, or receive a distribution in kind of securities or other instruments held by another Farallon Fund and, in certain circumstances, each party to the transaction may have conflicting price, performance, liquidity and timing objectives. To address potential or actual conflicts of interest, Farallon and its affiliates will not receive any brokerage or transaction fee related to these transactions. Such transactions will be consistent with Farallon’s duty to obtain best execution, and Farallon will seek to assure that such transactions are in the best interests of the participating Farallon Funds. For administrative, tax, limitation of recourse, limitation of liability, regulatory and other purposes, certain investments, including but not limited to Special Investments, are made in or through equity or debt investments in one or more special purpose vehicles (“Special Purpose Vehicles”). In one typical structure for Special Investments, a Special Purpose Vehicle controlled by Farallon is formed in which the Farallon Funds invest side-by-side. The Special Purpose Vehicle may make the investment in an operating entity or asset, such as a bank loan, directly, or by investing in other Special Purpose Vehicles controlled by Farallon, which invest in an operating entity or asset. An investment ultimately may be made in an existing operating company or asset, or in a newly formed joint venture with a local operating partner or management team which will control and manage the business or asset on a day-to-day basis. Farallon typically will retain direct or indirect control of, or vetoes or minority protections in respect of, the economics and business strategy of the operating company or joint venture. The operating partners and management teams retained in connection with such investments, as well as brokers, finders, investment bankers, consultants and other advisers, are not employees or principals of Farallon, and generally are compensated by the Farallon Funds, the Special Purpose Vehicles and/or the ultimate operating company with fixed and/or performance-based fees, profit allocations, salaries and/or options for their services, and not by Farallon. Such expenses may at times be significant, and Farallon may be subject to a conflict of interest in determining whether such expenses should be borne by Farallon. Further, certain Special Investments that are real estate investments made through Special Purpose Vehicles managed by Farallon have been capitalized with equity by certain Farallon Funds generally designed for U.S. taxable investors, and loans from other Farallon Funds designed specifically for tax-exempt investors. Since the equity interests are subordinated to the loans, the lenders could receive a return on their investment while a negative return is received by the Farallon Funds that hold the equity interests. Farallon weighed the conflicting interests of the different investors in the Special Purpose Vehicles in determining the amounts to allocate to debt and equity and the terms of the loans. The equity and debt holders of a Special Purpose Vehicle may have conflicting interests during the term of a particular investment, particularly if such investment is performing poorly, additional capital is required or the business plan is revised. The Farallon Funds may participate in discrete opportunities through joint venture arrangements or pooled investment vehicles with other investment managers (such as hedge fund managers or other asset managers) if Farallon determines that this is an advantageous way to access or manage the opportunity. The Farallon Funds may be subject to various costs and fees relating to such ventures, including on occasion additional performance-based or asset- based fees or allocations payable or allocable to the investment managers promoting or managing such ventures. Such fees and allocations may not be applied to reduce the management fee or the incentive allocation (or incentive fee, if applicable) payable to Farallon in the discretion of Farallon, considering factors such as whether the investment is in a difficult-to-access market or subject to exclusivity, or the third-party manager is uniquely qualified to manage the opportunity. In circumstances where Farallon determines that such factors are not present, to address potential or actual conflicts of interest, management fees and performance-based fees or allocations typically will be applied to reduce the management fee or the incentive allocation (or incentive fee, as applicable). Transaction or acquisition fees and other fees payable to such third-party managers are evaluated on a case-by-case basis considering factors such as whether the third-party manager provides valuable services, and generally will be borne by the Farallon Funds or the portfolio investment (not applied directly to reduce management fees or incentive fees or allocations to Farallon). From time to time, Farallon and/or a Farallon Fund have been and, in the future, may be required to obtain regulatory licenses in accordance with local law in order to pursue certain elements of a Farallon Fund’s investment program, as some jurisdictions may require local investments to be made through a duly licensed entity. For this reason, among others, it may be advisable or necessary for Farallon to set up affiliated management, finance or other companies to hold a license to conduct, or perform consulting or other services related to, such activities (each, a “License Company”). Farallon may allocate the opportunity to procure these licenses and invest in each License Company to one or more of Farallon, the Farallon Funds or any of their respective affiliates in its discretion. Farallon will determine the terms and conditions of investments into any License Company in its sole discretion. The ownership terms and conditions may include, among other things, that Farallon or its affiliates will operate a single License Company for the benefit of all eligible accounts and directly or indirectly own the residual equity value (if any) of a License Company along with the rights to control such License Company, even in situations where the capital of a Farallon Fund is used to finance the License Company’s business. The residual value of a License Company could potentially be substantial. Transactions, such as new equity issuances, shareholder loans or cross trades (actual or effective) between a License Company (or affiliates of a License Company) and affiliates of Farallon, including the Farallon Funds, may be deemed advisable by Farallon in its discretion.

Farallon may, on occasion, purchase or sell on behalf of a Farallon Fund a security in a company in which a managing member or employee of Farallon or its affiliates or a related person has a position or role or enter into co-investments or joint ventures with such companies. Farallon or its affiliates have served and may, from time to time, serve as a director, on a creditors’ committee or in a similar capacity, with respect to companies, the securities of which are held by the Farallon Funds. Conflicts of interest may arise in connection with these relationships due to duties Farallon or its affiliates may have to such company or its stakeholders, or financial interests Farallon or its affiliates may have related to such companies. In the event that Farallon or an affiliate obtain material nonpublic information in connection with their activities on behalf of a Farallon Fund, or in connection with any of their other business activities, with respect to any such company, or are subject to trading restrictions pursuant to the internal policies of Farallon or such company, the Farallon Funds may be prohibited from engaging in transactions with respect to the securities or instruments of such company, which prohibition may have an adverse effect on the Farallon Funds. A member of any creditors’ committee, board of directors or similar body may owe certain obligations generally to all parties similarly situated that the committee, board of directors or similar body represents. Farallon and its affiliates typically join these boards in connection with an investment being made in the securities and instruments of these companies on behalf of clients; however, to the extent a Farallon Fund does not have an interest in such securities or instruments, such Farallon Fund may not realize the benefits, if any, of the activities giving rise to such restrictions. In addition, Farallon and its affiliates serve as director, general partner, manager, managing member, or in a similar capacity with respect to a number of the SPVs in which the Farallon Funds invest. Farallon may receive transaction fees, commitment fees, break-up fees and other fees from a portfolio company in connection with a Farallon Fund’s investment. The amount of such fees received by Farallon (in each case, net of any amounts necessary to reimburse Farallon for all previously unreimbursed out-of-pocket costs incurred by it in connection with generating such fees) will typically reduce dollar-for-dollar the management fees to be received by Farallon.
C. Investing in Securities That Farallon or a Related Person Recommends to Clients
Farallon and its affiliates and their employees may from time to time invest for their personal accounts in securities or instruments in which the Farallon Funds are also invested. Farallon and its affiliates may, on occasion, purchase or sell on behalf of a Farallon Fund a security in a company in which Farallon, its affiliates or employees has a position or role or enter into co- investments or joint ventures with such companies. Farallon may also recommend to the Farallon Funds securities or instruments in which it or its affiliates or their employees are already invested. Conflicts of interest may arise if Farallon, its affiliates or employees recommend a particular transaction because of a financial interest held by any such person in such securities or interests. As mentioned above in Item 11A., Farallon has implemented policies and guidelines relating to personal account trading by its employees, Managing Members and related persons designed to minimize the occurrence of conflicts of interest presented by trading activities, identify and analyze any conflicts that do arise, ensure that any such conflict is appropriately managed and ensure such trading activities are carried out in accordance with applicable law and regulatory requirements. For example, Farallon’s access persons are subject to Farallon’s personal trading pre-clearance policy, which is designed generally to (1) prevent access persons from transacting in certain securities of issuers at or about the same time that Farallon recommends the securities to the Farallon Funds and (2) also prevent transactions in securities in which the Farallon Funds are restricted from trading.
D. Contemporaneous Trading
Participation in specific investment opportunities is typically appropriate for one or more Farallon Funds based on investment objectives and guidelines and other factors. Farallon seeks to allocate investments on a fair and equitable basis based on Farallon’s allocation policies and procedures. Farallon’s allocation policies and procedures provide that purchases of investments by Farallon Funds that participate generally in the multi-strategy liquid investment strategies are made on the basis of “available capital” which, in general, is calculated by taking into account factors such as daily cash balances, available borrowings, leverage targets and/or limits, projected cash requirements for trade settlements, anticipated redemptions or withdrawals, confirmed capital subscriptions, unencumbered cash related to certain collateral or other capital requirements and commitments. Sale transactions generally will be allocated to the extent practicable pro rata according to the size of existing inventory. When determining the amount of available capital of the individual multi-strategy Farallon Funds designed for U.S. taxable and non-U.S. and certain tax-exempt investors, both cash and available margin borrowings will be considered; in the case of tax-exempt multi-strategy Farallon Funds that may not be able to enter into certain types of borrowings (or for which such borrowings are otherwise not appropriate), the available capital will not include such borrowings, but may include other types of borrowings or leverage for which such Farallon Funds may participate. In certain cases, when Farallon determines that pro rata allocation for purchases or sales is not appropriate under the particular circumstances, the allocation will be made based on other factors that Farallon deems appropriate, which may include those set forth below, and in a manner that it deems fair and equitable. Acquisition of Special Investments generally will be allocated to Farallon Funds eligible to participate in such Special Investment pro rata based on “available capital” at the time of initial investment. In general, “available capital” for Special Investments is calculated by taking into account factors such as available commitment for Special Investments, targeted or minimum allocation provisions for certain categories of investments, investment objectives, concentration limits and sizing considerations, liquidity requirements or commitments (including follow-on reserves), undrawn capital commitment expirations and other considerations applicable to the eligible Farallon Funds. For sales of Special Investments, transactions generally will be allocated to the extent practicable pro rata according to the size of existing inventory. Where Farallon deems fair and equitable, Farallon may determine to allocate Special Investments on a basis that deviates from available capital, taking into account factors which may include those set forth below. In determining that pro rata allocation of securities is not appropriate, Farallon may consider such factors as it deems appropriate, which may include: formal Farallon Fund concentration limits; other risk and portfolio concentration considerations (e.g., Farallon Funds already having sufficient exposure to the securities, issuer or other counterparty, sector, geography or market in question); structuring considerations; Farallon Fund ramp-ups and ramp-downs; leverage considerations; different liquidity positions and requirements of the Farallon Funds; tax considerations; regulatory and legal considerations; investment objectives, including the relative risk and value-at-risk profiles, investment time horizons of the Farallon Funds and fund-specific limitations; minimum denomination/increment thresholds, avoiding odd-lots or de minimis allocations to one or more Farallon Funds or undue expense burdens relative to transaction size; trades executed on a formulaic basis to adjust hedges to existing positions; and potential conflicts of interest between or related to an existing portfolio position and the investment to be purchased or sold. Farallon may determine to offer to investors in the Farallon Funds, personnel of Farallon or their affiliates or other parties the opportunity to participate in certain investments alongside the Farallon Funds. Typically, these opportunities relate to Special Investments made alongside the Farallon Funds that are eligible to invest in Special Investments; however, such opportunities may relate to non-Special Investments made alongside the Farallon Funds from time to time. These opportunities may be offered when Farallon determines there is “excess capacity” for such opportunities (e.g., where the opportunities are expected to exceed the expected capacity, concentration or other desired risk exposure for the Funds that would otherwise be eligible to invest in the opportunities). In addition, certain opportunities may be offered where Farallon determines doing so would otherwise be advantageous for such Funds (e.g., where a potential co-investor can provide access to opportunities that would not otherwise be available to the Funds). In order to have capital available to meet these opportunities, Farallon has established strategy-specific funds for which Farallon has discretion to allocate excess capacity within such strategy ("Overflow Funds"). In addition, Farallon has offered co-investment opportunities (e.g., excess capacity opportunities for which investors have discretion to elect to participate in such investment). Generally, these co-investment opportunities are made through investment funds and accounts (“Co-Investment Funds”) which may invest in single co-investments or multiple co-investments; however these may also be made through managed accounts or other vehicles. Prior to allocating investment opportunities to Overflow Funds, Co-Investment Funds or other co-investors, Farallon will first evaluate the appropriate range of exposure for the other Funds that are eligible to participate in the investment opportunity by considering numerous factors, including those described herein and set forth in the relevant Funds’ constituent agreements, as well as other investment-specific factors. Farallon may determine to allocate some or all of the excess of such range to Overflow Funds, Co-Investment Funds or other co-investors. Typically, Farallon will allocate to Overflow Funds prior to seeking to offer the opportunity to Co-Investment Funds or other co-investors; however, Farallon may determine to allocate otherwise. Allocations amongst eligible Overflow Funds are generally made pro rata based on available capital of such Overflow Funds, but may consider other relevant factors, including those set forth above. Farallon has no obligation to offer any co-investment opportunities to any specific investor and the profits, if any, arising from any co-investment will be for the benefit of the co-investor (and not for any other Farallon Fund). Farallon will (i) identify suitable co-investors in its discretion based on factors which may include, but are not limited to, indicated interest, investable assets, ability of the potential co-investor to analyze, execute and fund co- investments quickly and efficiently, willingness to compensate Farallon and potential to provide the Farallon Funds with future investment opportunities; (ii) determine how much of a particular investment opportunity or a particular series, category or type of investment opportunity should be allocated to such co-investors; and (iii) negotiate any fee, incentive allocation or other amounts payable to Farallon, its affiliates or other entities by co-investors, in which the Farallon Funds will have no profit interest. Furthermore, Farallon and its affiliates have earned and may earn asset-based fees and/or performance-based fees or allocations (which may or may not be different than the fees and/or compensation received in respect of the Farallon Funds) in respect of such co-investments. Certain co-investors may be entitled to certain information, consent or other rights not generally available to, or may be subject to different expense or follow-on funding obligations than, investors in the other Farallon Funds. A Farallon Fund’s proportionate share of certain fees payable by a portfolio company to such Farallon Fund and other Farallon Funds, or reductions in the management fee related thereto, may be lower in certain circumstances where co-investments are obtained and managed by Farallon. Although Farallon will seek to allocate certain expenses which may arise with respect to co- investments on a basis that they consider equitable, if an investment is not ultimately consummated with co-investors, these expenses may not be allocated in the same manner as if the investment were consummated with co-investors (that is, generally, per available capital of all participating funds and accounts that would have participated in the proposed transaction). The Farallon Funds may bear a disproportionate share of certain early and broken deal expenses relating to potential investments for those Farallon Funds, especially with respect to deals that are abandoned or terminated prior to definitive commitment on the part of a particular co-investor. please register to get more info

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client
Transactions
Farallon has full discretion and authority to make all investment decisions with respect to the types of securities or instruments to be bought or sold or the amount of securities or instruments to be bought or sold for a Farallon Fund. In addition, there are no limitations as to which broker-dealer or other counterparties are used or as to the commission rates paid. However, portfolio transactions for the Farallon Funds are allocated to brokers and dealers and other counterparties consistent with the fiduciary duty of best execution. The factors considered include, but are not limited to: dealer’s quality or method of execution, reputation, financial strength and stability, ability to effect the transactions, its facilities, reliability, block trading and block positioning capabilities, willingness and ability to commit capital, access to underwritten offerings and secondary markets, overall cost of trade, nature of the security and the available market makers, desired timing of the transaction and size of trade, confidentiality of trading activity, market intelligence regarding trading activity and to the extent applicable or appropriate, the provision or payment by the broker of the costs of brokerage or research services which are of benefit to the Farallon Funds. In addition to the considerations described above and consistent with the fiduciary duty of best execution and subject to applicable local regulatory restrictions, the selection of a broker or counterparty (including a prime broker) to execute transactions, provide financing and securities and instruments on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker or counterparty of access to company management, access to deal flow and access to research services. The Farallon Funds will generally pay for the provision of any “corporate access services” (as defined by the U.K. Financial Conduct Authority) by any broker or dealer the extent doing so is required by Directive 2014/65/EU (and associated and implementing legislation, "MiFID II"). MiFID II refers to the EU regulatory framework which (as implemented by EU member states) governs the organized trading of, and provision of investment services and activities in relation to, financial instruments. MiFID II has reshaped the way in which the EU markets and their participants operate, including (without limitation) with respect to transparency, trading, best execution, research and inducements. Farallon and the Farallon Funds have adapted to the requirements under MiFID II and continue to adapt to these requirements to the extent that they are applicable. MiFID II may be subject to further legislative and regulatory developments, including in light of the U.K.’s expected departure from the EU. These potential future developments could adversely affect the operations of Farallon and the Farallon Funds, and may reduce the ability for a Farallon Fund to engage in certain transactions.
Research and Other Soft Dollar Benefits
The commission rates (or dealer markups or markdowns arising in connection with riskless principal transactions) charged to the Farallon Funds by brokers may be higher than those charged by other brokers who may not offer such proprietary or third-party services, capabilities or characteristics as described above. Farallon intends, to the extent applicable under local regulatory restrictions, that the use of commission or “soft” dollars (including dealer markups or markdowns arising in connection with certain types of riskless principal transactions) to pay for proprietary and/or third-party research or brokerage products or services will fall within the safe harbor for soft dollars created by Section 28(e) of the Exchange Act. Generally, where a product or service obtained with commission dollars provides both research (or brokerage) and non-research (or non- brokerage) assistance to Farallon, Farallon will make a reasonable allocation of the cost which may be paid for with commission dollars and Farallon will pay the remainder. In making good faith allocations of costs between research and non-research assistance, a conflict of interest may exist by reason of Farallon’s allocation of the costs of such benefits and services between those that primarily benefit Farallon and those that primarily benefit the Farallon Funds. Soft dollars are not intended to be used to pay for items not falling within the safe harbor (e.g., computer facilities used for accounting for the Farallon Funds). Consistent with Section 28(e), research or brokerage products or services obtained with “soft dollars” generated by one or more Farallon Funds may be used by Farallon to service one or more other Farallon Funds. The research or brokerage products and services provided to Farallon by broker-dealers generally may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, analysis of corporate responsibility issues and post-trade services or communication services related to executing, clearing and settlement of transactions. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, computer software, and meetings arranged with corporate and industry spokespersons, economists, academics and government representatives. Research obtained from brokers may be used to service all client accounts, including certain accounts that have not participated in the transaction generating the commission; all accounts that participate in a trade generally pay the same commission rate for the purchase or sale of the same securities and instruments at the same time. Farallon does not seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate. Brokerage firms generally will not charge Farallon a separate fee for proprietary research, brokerage and certain other services. While the continued provision of such services to Farallon is not conditioned on Farallon directing any particular level of transactions to these brokerage firms, such services are provided without separate charge in consideration of Farallon’s use of such brokerage firms to execute transactions for all client accounts. Farallon receives a benefit in this instance because Farallon does not have to produce or pay for such research products or services, and Farallon may have an incentive to select or recommend a broker-dealer based on Farallon’s interest in receiving such services rather than in Farallon’s clients’ interest in receiving the most favorable execution. Farallon’s procedures to direct client transactions to broker-dealers in return for soft dollar benefits include the following: traders distribute periodically a year-to-date commission report to investment professionals and portfolio managers; investment professionals and portfolio managers provide feedback to traders with respect to broker-dealers who have provided research services; and investment professionals track and provide to traders a log of research- related soft dollar services provided including, for example, broker-dealer sponsored conferences attended, meetings and conference calls arranged.
Brokerage for Client Referrals
Farallon from time to time may participate in certain “capital introduction” programs organized or sponsored by certain prime or executing brokers to the Farallon Funds or affiliates of such prime or executing brokers, which programs may include the prime or executing brokers or their affiliates introducing Farallon to potential investors with which the prime or executing broker or its affiliate have a pre-existing relationship. Generally, neither Farallon nor the Farallon Funds compensate prime or executing brokers or their affiliates for organizing such programs or making such introductions or for any investments ultimately made by such prospective investors to any of the Farallon Funds; provided that a Farallon Fund or Farallon may provide compensation with respect to certain capital introduction programs pursuant to applicable regulatory requirements. While such programs and introductions provided by a prime or executing broker or its affiliates may provide an incentive or influence Farallon in deciding whether to use such prime or executing broker in connection with brokerage, financing, trade execution or other activities of the Farallon Funds, Farallon will not commit to allocate a particular amount of brokerage to a prime or executing broker in any such situation.
Directed Brokerage
Not applicable.
B. Order Aggregation
Farallon and FPLLC are authorized to combine, and do combine, purchase or sale orders on behalf of the Farallon Funds and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts.
Trade Errors
Pursuant to the various exculpation and indemnification provisions of each Farallon Fund’s constituent documents, Farallon generally will not be liable to the Farallon Funds for any act or omission, absent bad faith, willful misconduct or gross negligence, and the Farallon Funds generally will be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Farallon Funds, absent bad faith, willful misconduct or gross negligence. As a result of these provisions, the Farallon Fund (and not Farallon) will be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, willful misconduct or gross negligence. Trading errors might include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of securities or instruments Farallon intended to trade; (ii) the sale of a security or instrument when it was intended to have been purchased; (iii) the purchase of a security or instrument when it was intended to have been sold; or (iv) the purchase or sale of the wrong security or instrument. Given the large volume of transactions executed by Farallon on behalf of the Farallon Funds, investors should assume that trading errors (and similar errors) will occur and that the Farallon Funds will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Farallon’s personnel. Such trade errors could result in substantial losses to the Farallon Funds. In determining whether Farallon’s personnel have satisfied the standard of care such that the Farallon Funds are responsible for a loss resulting from a trade error, Farallon will have a conflict of interest between its economic interest and the economic interest of the Farallon Funds. The determination of whether Farallon’s personnel have satisfied their standard of care will not be based solely on the conduct of the specific Farallon personnel with respect to the specific trade error at issue, but rather in the overall context of the control and compliance environment of Farallon as it relates to trading activity. please register to get more info

Farallon generates a profit and loss report for the accounts as of the end of the U.S. trading day. Andrew J.M. Spokes, the Managing Partner of Farallon, and/or Edric Saito, the Co-Head of Trading and a Managing Director of Farallon, generally reviews the profit and loss reports as of the end of the U.S. trading day. The Farallon Advisers’ senior investment principals also conduct reviews of the profit and loss reports with respect to the portfolio managed by the Farallon Advisers. Risk management is initially performed by each Farallon or Farallon Adviser analyst in respect of a particular position and is generally supervised by the respective Farallon Managing Member or Farallon Adviser principal or, in some cases, an investment committee. Investment committees also are convened to consider and approve investments in and material changes to certain strategy-specific fund investments and/or Special Investments. Farallon also has a Risk Management Committee, comprised of Mr. Spokes, the Risk Manager, the Chief Financial Officer and one or more of the Managing Members or Farallon Adviser investment principals. Farallon circulates periodic reports for review by such persons, including a strategy and investment team attribution report as well as risk management reports tailored by investment strategy. The investment review criteria generally include an analysis of the down-side risk of positions and any material change in outlook and the projected profit and the projected holding period for positions held. A review of reports other than on a periodic basis may be triggered by unusual activity or special circumstances on a case-by-case basis. Farallon generally provides the following regular reports to investors in the Farallon Funds: (i) the annual audited financial statements of the applicable Farallon Fund are sent to investors within 120 days, and in the case of FIH, within 180 days after the end of each fiscal year; and (ii) a report on the affairs or performance of the applicable Farallon Fund is sent to all active investors monthly, quarterly or semi-annually, as applicable. Additional written information varies by Farallon Fund. Certain types of portfolio information or analysis are made available upon request, on a case-by-case basis, to investors in certain of the Farallon Funds that are not generally available to all investors. Such disclosure is made on a strictly confidential basis and is subject to contractual restrictions on use. Reporting with respect to certain Farallon Funds is subject to negotiation and established pursuant to each fund’s constituent documents. please register to get more info

A. Economic Benefits for Providing Services to Clients
Not applicable.
B. Compensation to Non-Supervised Persons for Client Referrals
Not applicable. please register to get more info

Farallon has custody of all Farallon Funds’ assets and is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). The beneficial owners of Farallon Funds that are structured as non-pooled investment vehicles or do not undergo an annual audit receive account statements at least quarterly from such Farallon Funds’ qualified custodians to the extent such Farallon Funds have an account at a qualified custodian. Farallon urges such beneficial owners and clients to carefully review such statements and compare such statements from the qualified custodian to the statements received from Farallon. In addition, with respect to these Farallon Funds, Farallon has or will enter into a written agreement with an independent public accountant to conduct an annual surprise verification examination, as required by the Custody Rule. With respect to certain of the Farallon Funds that are pooled investment vehicles, such funds are subject to audit and deliver their audited financial statements to their investors within 120 days of the applicable fiscal year-end, and therefore Farallon is not required to comply (or is deemed to comply) with the account statement delivery and surprise exam requirements under the Custody Rule because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”. please register to get more info

Unless otherwise specified, Farallon has discretionary trading authority with respect to each Farallon Fund, as described in Item 4. Farallon’s investment decisions and advice with respect to each Farallon Fund are subject to each Fund’s investment objectives, limitations and guidelines, as set forth in its constituent documents. Farallon or an affiliate thereof has entered into an investment management agreement, limited partnership agreement, or similar agreement, with each Farallon Fund, or beneficial owner of each managed account, pursuant to which Farallon or an affiliate thereof is granted discretionary trading authority. please register to get more info

SEC Rule 206(4)-6 requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Investors in a Farallon Fund cannot direct the voting of securities. Farallon’s policies are intended to promote that Farallon votes proxies in the interests of the Farallon Funds and address how Farallon resolves conflicts of interest that may arise when voting proxies. In compliance with such rules, Farallon has adopted proxy voting policies and procedures (the “Policies”). The general policy when voting proxies relating to public securities held by the Farallon Funds is to vote in a manner that serves the best interests of the Farallon Funds advised by Farallon, as determined by Farallon in its discretion. Although Farallon generally votes all proxies that it receives for the Farallon Funds, there may be times when Farallon does not vote proxies, provided Farallon determines that not voting is in the best interest of the Farallon Funds. In making such a determination, Farallon will consider various factors, including, but not limited to: (i) the cost associated with exercising the proxy (e.g., translation or travel costs); (ii) any legal restrictions on trading resulting from the exercise of a proxy; and (iii) whether Farallon has sold the underlying securities since the record date for the proxy. Farallon has developed procedures designed to address conflicts of interest that may arise between the interests of the Farallon Funds, on the one hand, and the interests of Farallon or its affiliates, on the other hand, including, if appropriate, delegating a voting decision to an independent third-party. Investors may obtain a copy of the Policies and the proxy voting record relating to the respective Farallon Fund by contacting Farallon’s Investor Relations department. please register to get more info

Not applicable.
Item 19: Requirements for State-Registered Advisers
Not applicable. please register to get more info