Cypress has been in business since 1969 and provides investment advice to investment funds.
Cypress may also manage other accounts in the future. Robert Day is Cypress’s founder and co-
portfolio manager, and Andrew Katz is its co-portfolio manager with Mr. Day. Mr. Day’s
ownership interest is held through Oakmont Corporation and as trustee of the Robert A. Day Trust
dated March 22, 2000, as amended.
As of December 31, 2019, Cypress had total regulatory discretionary assets under management of
$634,843,038 as reported in Part 1 of this Form ADV. Cypress only manages assets on a
discretionary basis.
Cypress is the investment adviser and general partner of The Cypress Partners Master Fund L.P.
and The Cypress Partners L.P., and the investment adviser of Cypress International Partners
Limited (collectively, the “Funds”). Cypress invests principally, but not solely, in equity and
equity-related securities that are traded publicly in U.S. and non-U.S. markets and is authorized to
enter into any type of investment transaction that it deems appropriate under the terms of each
client’s partnership or other account agreement.
The investors in the Funds have no opportunity to select or evaluate any Fund investments or
strategies. Cypress selects all Fund investments and strategies.
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Cypress’s compensation is negotiable and varies, but typically, each investor in a Fund pays a
quarterly management fee of 0.25% of the net asset value of that investor’s Fund interest
(approximately 1.00% annually) and a performance allocation of 15% of net profits (including
both realized and unrealized gains and losses) otherwise allocable to that investor. Management
fees are payable in advance.
Some legacy investors in the Funds pay lower management fees and performance allocations.
Cypress is not currently offering these terms to new investors. In addition, Cypress has reduced
or waived management fees and performance allocations for Oakmont’s employees.
Performance compensation is assessed annually in arrears (and on withdrawals or redemptions
during the year with respect to the amount withdrawn or redeemed) and is applied only to profits
that exceed the cumulative losses previously incurred by or allocated to clients.
Cypress complies with Rule 205-3 under the Investment Advisers Act of 1940, if applicable.
Performance compensation creates an incentive for Cypress to make riskier and speculative
investments than it would otherwise make.
Cypress typically deducts management fees and performance compensation directly from client
accounts. Accounts that invest in mutual funds also pay, indirectly, investment advisory fees to
the managers of those funds and other expenses of those funds, including brokerage commissions.
The expenses that a mutual fund pays are available in its prospectus.
Cypress believes that its fees are competitive with fees charged by other investment advisers for
comparable services, but comparable services may be available from other sources for lower fees
than Cypress charges.
The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject
to the Employee Retirement Income Security Act of 1974 and that invests with Cypress to use the
“alternative reporting option” to report Cypress’s compensation as “eligible indirect compensation”
on the Schedule C of the plan’s Form 5500 Annual Return/Report of Employee Benefit Plan.
Withdrawals and Termination
A Fund investor generally may, on at least 45 days’ advance written notice, withdraw all or part
of its interest in a Fund as of the end of any quarter. In addition, Cypress’s relationship with each
Fund is terminable on expiration of the Fund’s term, dissolution of the Fund or on Cypress’s
withdrawal or other termination as general partner or investment adviser of the Fund.
In all cases, expenses, the pro rata portion of the management fee and the performance allocation
through the date of termination are charged to the Fund. All prepaid but unearned advisory fees
are refunded on termination of a Fund. An investor who withdraws or redeems from a Fund on a
date other than the last day of a quarter, however, does not receive a refund of the management fee
previously paid.
Expenses
Each client account is typically responsible for its own costs and expenses, including trading costs
and expenses (such as brokerage commissions, expenses related to short sales, and clearing and
settlement charges), ongoing legal, tax, accounting and bookkeeping fees and expenses. The Funds
are also responsible for any fund administrator expenses for their accounting, bookkeeping and
other services and may also be responsible for research-related travel expenses. Cypress bears its
own operating, general, administrative and overhead costs and expenses, other than the expenses
described above. All or part of these costs and expenses may be paid, however, by securities
brokerage firms and futures commission merchants that execute clients’ securities trades, as
discussed in Item 12.
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Cypress currently manages only accounts that pay performance-based compensation as described
in Item 5. It does not manage accounts that do not pay performance-based compensation.
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Cypress provides investment advice to the Funds. Investors in the Funds are required to invest a
minimum of $5,000,000. Cypress may waive this minimum, however. Cypress would accept a
separately managed account only under exceptional circumstances and does not have a minimum
opening balance for these accounts.
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Investment Strategy
Cypress uses bottom-up, fundamental research and analysis in its investment decision-making
process. Clients generally invest in equity securities of issuers in a wide range of industries on a
global basis. Cypress seeks to identify and invest in quality companies with quality management
teams at attractive valuations. Cypress recognizes that dislocations in the value of publicly traded
securities occur frequently in the stock market due to multiple non-fundamental factors including
technical sell-offs, cognitive biases and the short-term mentality of many market participants.
Consequently, Cypress’s efforts focus on identifying and taking advantage of these dislocations
on both the long and short side.
Cypress seeks to maximize long-term capital appreciation for clients by taking long positions in
securities that satisfy Cypress’s investment objectives. From time to time Cypress may also seek
to increase client performance potential and hedge against general market risk by taking short
positions in certain securities. The goal is to buy securities issued by sound businesses at attractive
valuations and hold them for the long term while selling short securities issued by flawed
businesses at inflated valuations. To help achieve these objectives, Cypress generally uses a variety
of investment techniques, including leverage.
An investment with Cypress is intended for investors who have the perspective, patience and
financial ability to participate in a fund focused on pursuing long-term capital growth. Cypress
cannot assure investors that its investment objectives or strategies will be successful.
This investment strategy summary represents Cypress’s current intentions, is general in nature and
is not exhaustive. The Funds’ governing documents impose no restrictions on the types of
investments in which Cypress may take positions on the Funds’ behalf, the types of positions that
they may take, the concentration of their investments or the amount of leverage that they may use.
In addition, there are limitations on describing any investment strategy due to its complexity,
confidentiality and indefinite nature. Cypress may use any trading or investment techniques,
whether or not contemplated by the expected investment strategies described above. Depending
on conditions and trends in securities and commodities markets and the economy generally,
Cypress may pursue any objectives or use any techniques that it considers appropriate and in its
clients’ interests.
Risk Factors
Investing in securities involves risk of loss. Below are some of the risks that investors should
consider before investing with Cypress. Any of these risks could materially and adversely affect
investment performance, the value of any account or any security held in an account, and could
cause investors to lose substantial amounts of money. The list below is only a brief summary of
some of the risks to investors. Potential investors in a Fund should review its offering circular or
private offering memorandum carefully and in its entirety, and consult with their professional
advisers before deciding whether to invest. A potential investor should discuss with Cypress’s
representatives any questions that such person may have before investing with Cypress.
Market and Counterparty Risks
Investor sentiment on the market, an industry or an individual security is not
predictable and can adversely affect an account’s investments.
An account may hold stocks that disappoint earnings expectations and decline, and
may short stocks that beat earnings expectations and rise.
• Some of an account’s positions may be or become illiquid, in which case Cypress
may not be able to sell such positions.
•
Changes in economic conditions can adversely affect investment performance.
•
Counterparties such as brokers, dealers, futures commission merchants, custodians
and administrators with which Cypress does business on behalf of clients may
default on their obligations. For example, a client may lose its assets on deposit
with a broker if the broker, its clearing broker or an exchange clearing house
becomes bankrupt.
•
Cypress may not be successful in fending off cybersecurity attacks from viruses,
malware, computer hackers or other malicious corruption of its information
technology systems. Cybersecurity breaches may cause disruptions to Cypress’s
business operations, cause losses due to theft or other reasons, interfere with net
asset value calculations, impede trading, or lead to violations of applicable privacy
and other laws, regulatory fines and penalties, reputational damage, reimbursement
or other compensation costs, or additional compliance costs.
Risks Related to the Investments that Cypress Makes on Behalf of Clients
•
Clients may not achieve their investment objectives. A strategy may not be
successful and investors may lose some or all of their investment.
• Cypress may not be able to obtain complete or accurate information about an
investment and may misinterpret the information that it does receive. Cypress also
may receive material, non-public information about an issuer that prevents it from
trading that issuer’s securities for a client when the client could make a profit or
avoid losses.
Cypress may take positions in securities of small, unseasoned companies that are
less actively traded and more volatile than those of larger companies.
Cypress engages in hedging, which may reduce profits, increase expenses and cause
losses. Price movement in a hedging instrument and the security hedged do not
always correlate, resulting in losses on both the hedged security and the hedging
instrument. Cypress is not obligated to hedge a client’s portfolio positions, and it
frequently may not do so.
An account may have higher portfolio turnover and transaction costs than a similar
account managed by another investment adviser. These costs reduce investments
and potential profit or increase loss.
Cypress sells securities short, resulting in a theoretically unlimited risk of loss if
the prices of the securities sold short increase.
•
Management and stockholders of an issuer may sue short sellers to deter short sales
of the issuer’s securities. Cypress could be subject to such actions, even if they are
baseless, and clients could incur substantial costs defending them.
• Cypress uses leverage by borrowing on margin, selling securities short and trading
futures, other commodity interests and derivatives, which increases volatility and
risk of loss. These instruments can be difficult to value. An incorrect valuation
could result in losses. Such instruments also often have substantial transaction
expenses and are subject to counterparty default risk.
•
Cypress may sell covered and uncovered options on securities, which could result
in unlimited losses.
•
Cypress may cause a client to enter into repurchase agreements or reverse
repurchase agreements. These instruments can have effects similar to margin
trading and leveraging.
• Cypress causes clients to invest in securities of non-U.S. issuers. The risks of these
investments include political risks; economic conditions of the country in which the
issuer is located; limitations on foreign investment; currency exchange risks;
withholding taxes; limited information about the issuer; limited liquidity; and
limited regulatory oversight.
• Cypress may acquire for a client a large position in an issuer’s securities but the
client nevertheless is unlikely to have any control over the issuer’s management.
In addition, if Cypress holds a large position in an issuer’s securities, its subsequent
sales of those securities could depress the market for them.
•
An account may invest in restricted securities that are subject to long holding
periods or that are not traded in public markets. These securities are difficult or
impossible to sell at prices comparable to the market prices of similar publicly
traded securities and may never become publicly traded.
• An account’s investments may not be diversified. Therefore, a loss in any one
position, industry or sector in which that account has invested may cause significant
losses.
• Cypress’s activities could cause adverse tax consequences to clients and investors,
including liability for interest and penalties.
• Cypress’s activities may cause an account that is subject to the Employee
Retirement Income Security Act of 1974 to engage in a prohibited transaction under
that Act.
Liquidity Risks for the Funds
There is not and will not be an active market for Fund interests. It may be
impossible to transfer any such interests, even in an emergency.
•
A Fund may not be able to generate cash necessary to satisfy investor withdrawals
and redemptions. Substantial withdrawals and redemptions in a short period could
force Cypress to sell a Fund’s portfolio positions too rapidly, and may so reduce
the size of the Fund that it cannot generate returns or reduce losses. Further, a Fund
may limit or suspend withdrawals or redemptions of an investor’s assets.
•
A Fund may dissolve or expel any investor at any time, even if such actions
adversely affect one or more investors.
•
A Fund may establish a reserve for contingencies if Cypress considers it appropriate.
Investors may not withdraw or redeem assets covered by that reserve until it is lifted.
•
The Funds do not intend to make distributions, but intend instead to reinvest
substantially all income and gain. Therefore, an investor may have taxable income
from a Fund without a cash distribution to pay the related taxes.
•
If a Fund becomes insolvent, investors may be required to return with interest any
distributions and forfeit any undistributed profits.
Conflict of Interest Risks
•
Cypress has delegated to the Funds’ administrator the valuation of securities and
commodities held by the Funds. If that valuation is inaccurate, Cypress might
receive more compensation than that to which it is entitled, a new investor in a Fund
might receive an interest that is worth less than the investor paid and an investor
that is withdrawing assets might receive more than the amount to which the investor
is entitled, to the detriment of other investors.
•
The client and not Cypress is responsible for any trade errors that Cypress makes
in an account, even when the error negatively impacts the client.
• Cypress and its affiliates generally are not responsible to any client or investor for
losses incurred in an account unless the conduct resulting in the loss constituted
gross negligence, willful misconduct or fraud.
Cypress may provide certain investors or clients more frequent or detailed reports,
special compensation arrangements and withdrawal or redemption rights that it
does not provide to other investors or clients.
If the assets that Cypress and its affiliates manage grow too large, it may adversely
affect performance, because it is more difficult for Cypress to find attractive
investments as the amount of assets that it must invest increases.
Economic and Regulatory Risks
•
Cypress is not a registered broker-dealer and is not registered with the Commodity
Futures Trading Commission as a commodity pool operator or commodity trading
advisor. Fund interests are not registered under the Securities Act of 1933, and the
Funds are not registered investment companies under the Investment Company Act
of 1940. Cypress believes that none of these registrations is required because
exemptions are available under applicable law. If a regulatory authority deems that
any of these registrations is required, Cypress and any Fund could be subject to
expensive legal action and potential termination. In addition, investors do not have
certain regulatory protection that they would have if these registrations were in
place.
•
Cypress, an administrator or any government agency may freeze assets that any of
them believes an investor holds in violation of anti-money laundering laws or rules
or on behalf of a suspected terrorist, and may transfer such assets to a government
agency. None of Cypress, the Funds or an administrator will be liable for losses
related to actions taken in an effort to comply with anti-money laundering
regulations.
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As trustee of the Robert A. Day Trust dated March 22, 2000, as amended (the “Trust”), Mr. Day
is also the owner and Chairman of Oakmont Corporation (“Oakmont”), a family office that
provides investment advice, financial planning and various administrative services to members of
Mr. Day’s family and individuals who have long-standing relationships with one or more family
members. Mr. Day and Mr. Katz serve as co-portfolio managers of Oakmont.
Oakmont is an SEC-registered investment adviser. Cypress shares office space with Oakmont.
Certain Oakmont employees provide services to Cypress, and certain of those employees are
officers of both Cypress and Oakmont. Those employees who provide services to Cypress have
conflicts of interest over the amount of time they spend on its activities and the activities of
Oakmont.
Mr. Day’s and Mr. Katz’s roles with both Cypress and Oakmont result in them investing in the
same investment opportunities and having conflicting interests in allocating those opportunities.
Cypress and Oakmont have addressed the conflicts of interest discussed in this Item 10 by
disclosing them, implementing policies and procedures governing the allocation of investment
opportunities, and regularly reviewing such policies and procedures and allocations.
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Trading Cypress has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment
Advisers Act of 1940, that establishes standards of conduct for its supervised persons. The Code
of Ethics includes general requirements that Cypress’s supervised persons comply with their
fiduciary obligations to clients and applicable securities laws, and specific requirements relating
to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of
client information. It requires supervised persons to comply with the personal trading restrictions
described below and periodically to report their personal securities transactions and holdings to
Cypress’s CCO, and requires the CCO, or his designee, to review those reports. It also requires
supervised persons to report any violations of the Code of Ethics promptly to the CCO. Each
supervised person receives a copy of the Code of Ethics and any amendments to it and must
acknowledge in writing having received those materials. Annually, each supervised person must
certify that he or she complied with the Code of Ethics during the preceding year. Investors and
prospective investors may obtain a copy of Cypress’s Code of Ethics by contacting Cypress.
Cypress and Oakmont have adopted policies and procedures prohibiting their supervised persons
from purchasing publicly traded securities for their own accounts, other than open- and closed-end
mutual funds, exchange-traded funds, U.S. government securities, money market instruments and
shares of money market funds. However, they may continue to own securities they held when they
became supervised persons or when such policies and procedures were adopted, as the case may
be, but they may not personally purchase any new publicly traded securities. Supervised persons
also may sell those legacy securities and participate in private investments with the written pre-
approval of the CCO. In addition, certain Oakmont employees have accounts managed by
investment advisers unaffiliated with Cypress and Oakmont. No such employee has control over
the securities purchased and sold for any such account. Oakmont receives and reviews copies of
the statements for these accounts as part of its compliance program, but those advisers are not
required to pre-clear those accounts’ trades with Oakmont’s CCO and could trade for those
accounts in the same securities as Cypress’s clients. For the reasons described above, Cypress’s
and Oakmont’s supervised persons could personally own the same securities that Cypress
purchases and sells for clients, and could use knowledge about actual or proposed securities
transactions and recommendations for a client account to profit personally by the market effect of
such transactions and recommendations. However, as discussed above, Cypress and Oakmont
have adopted policies and procedures to address these potential conflicts.
Oakmont may buy or sell for its clients securities that Cypress does not believe appropriate to buy
or sell for its clients. Cypress is not obligated to acquire for any Cypress client any security that
Oakmont acquires for its clients.
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Cypress has complete discretion in selecting the broker or futures commission merchant that it
uses for client transactions and the commission rates that clients pay such brokers and futures
commission merchants. In selecting a broker or futures commission merchant for any transaction
or series of transactions, Cypress considers a number of factors, including, for example:
net price, clearance, settlement and reputation;
financial strength and stability;
confidentiality;
efficiency of execution and error resolution;
block trading and block positioning capabilities;
•
willingness to execute related or unrelated difficult transactions in the future;
•
willingness to commit capital;
•
knowledge of market participants;
•
order of call;
•
special execution capabilities;
•
offering to Cypress on-line access to computerized data regarding clients’
accounts;
• computerized trading systems; and
• the availability of stocks to borrow for short trades.
Cypress may also purchase from a broker or futures commission merchant or allow a broker or
futures commission merchant to pay for the following (each a “soft dollar” relationship):
• research reports, services and conferences, including third-party research fees
such as surveys and custom industry and company research;
•
economic and market information;
•
portfolio strategy advice;
•
industry and company comments;
•
technical data;
•
periodical subscription fees;
•
performance measurement data;
•
on-line pricing;
•
outsourced trading services;
•
exchange fees;
•
ticket charges;
•
news wire and data processing charges;
•
software;
•
quotation services (including software related thereto, such as that provided by
Bloomberg, Reuters or similar providers);
•
custody, recordkeeping and similar services;
•
general business or operational consulting;
•
proxy voting services;
•
portfolio and risk management systems;
•
expenses of offering and selling Fund interests and communicating with investors;
accounting and administrative fees; and
legal fees.
Cypress may receive soft dollar credits based on principal, as well as agency, securities
transactions or direct a broker or futures commission merchant that executes transactions to share
some of its commissions with a broker or futures commission merchant that provides soft dollar
benefits to Cypress.
Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment
advisers who use commission dollars of their advised accounts to obtain investment research and
brokerage services that provide lawful and appropriate assistance to the adviser in performing
investment decision-making responsibilities. Conduct outside of the safe harbor of section 28(e)
is subject to the traditional standards of fiduciary duty under state and federal law. If Cypress uses
commission dollars to pay for products or services that provide administrative or other non-
research assistance to itself or its affiliates, such payments may not fall within the section 28(e)
safe harbor. Cypress intends to comply with section 28(e) in all material respects, however.
Cypress has retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to serve as the prime broker
and custodian of the Funds. Bank of America, Private Bank (“Bank of America”) is also a Fund
custodian. Cypress may replace these firms or appoint additional prime brokers and custodians at
any time. The services that Morgan Stanley currently provides as a prime broker may include
custody, margin financing, clearing, settlement and stock borrowing in accordance with the terms
of the prime brokerage agreements entered into with each Fund. Morgan Stanley provides Cypress
with other services that may include technology (such as internet access, IT support, Bloomberg
connections, wireless networking, e-mail archiving and disaster recovery systems), capital
introduction, portfolio reporting and access to electronic communications networks. Although
many prime brokers provide similar services to investment advisers in exchange for brokerage,
custody and clearance fees and other charges, if Cypress did not receive these services from
Morgan Stanley, Cypress would be required to pay for all or some of them. Cypress is not required
to direct a particular number of trades to Morgan Stanley or continue to use them or Bank of
America as a custodian for the Funds, but it has an incentive to do so based on these firms’ prior
and continued services.
The Funds’ obligations to Morgan Stanley and Bank of America and any other custodian are
secured by a first priority perfected security interest over all of the Funds’ assets held in custody
by that custodian. A custodian may transfer to itself or any of its affiliates all rights, title and
interest in and to those assets as collateral and may deal with, lend, dispose of, pledge or otherwise
use all such collateral for its own purposes. If any such transfer occurs, the involved Fund will
rank as such custodian’s (or affiliate’s) unsecured creditor. If such custodian or its affiliate
becomes insolvent, a Fund may not be able to recover its securities in full. In addition, a Fund’s
cash that a custodian holds may not be segregated from such custodian’s own cash. If that occurs,
the custodian or its affiliate may use the Fund’s cash in the course of the custodian’s or affiliate’s
business and the Fund will rank as an unsecured creditor in relation to its own cash.
Cypress may pay to a broker or futures commission merchant commissions and mark-ups that
exceed those that another broker or futures commission merchant might charge for effecting the
same transaction because of the value of the brokerage, research, other services and soft dollar
relationships that such broker or futures commission merchant provides. Cypress determines in
good faith that such compensation is reasonable in relation to the value of such brokerage, research,
other services and soft dollar relationships, in terms of either the specific transaction or Cypress’s
overall fiduciary duty to its clients. An account may, however, pay higher commissions and mark-
ups than are otherwise available or may pay more commissions or mark-ups based on account
trading activity.
Cypress generally considers the amount and nature of the research, execution and other services
provided by brokers as well as the extent to which clients rely on such services, and attempts to
allocate brokerage transactions on that basis. Cypress believes, however, that allocating brokerage
transactions in this manner helps it obtain research and execution capabilities that benefit its clients.
Cypress’s relationships with brokers and futures commission merchants that provide soft dollar
services influence its judgment and create conflicts of interest in allocating brokerage business
between firms that provide soft dollar services and firms that do not. Cypress has an incentive to
select or recommend a broker or futures commission merchant based on Cypress’s interest in
receiving soft dollar services rather than clients’ interest in receiving the most favorable execution.
These conflicts of interest are particularly influential to the extent that Cypress uses soft dollars to
pay expenses it would otherwise be required to pay itself.
Cypress addresses these conflicts of interest by periodically evaluating the trade execution services
that it receives from the brokers and futures commission merchants that it uses. Such evaluation
includes comparing those services to the services available from other brokers and futures
commission merchants. It considers, among other things:
•
alternative market makers and market centers;
•
the quality of execution services;
•
the desirability of continuing with various soft dollar services;
•
adding brokers or futures commission merchants to, or removing them from, the
approved list of brokers and futures commission merchants that Cypress uses; and
•
increasing or decreasing targets for each broker or futures commission merchant
and the appropriate level of commission rates.
Cypress may aggregate securities sale and purchase orders for a client with similar orders being
made contemporaneously for accounts managed by Oakmont. In such event, Cypress charges or
credits a client the average transaction price of all securities purchased or sold in such transactions.
As a result, however, the price may be less favorable to the client than it would be if Cypress were
not executing similar transactions concurrently for other accounts.
Cypress may direct a certain amount of brokerage to a broker or futures commission merchant in
return for the broker’s or futures commission merchant’s referral of prospective investors or clients.
Directing brokerage in exchange for investor or client referrals creates a conflict of interest in that
Cypress has an incentive to refer its clients’ brokerage business to brokers and futures commission
merchants to which it might not otherwise direct transactions. During its last fiscal year, Cypress
did not direct client transactions to a particular broker in return for investor or client referrals.
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The co-portfolio managers manage and review client portfolios on a regular basis. Those reviews
consider overall cash and investment management, and company and market prospects. Each
investor in a Fund receives an annual report containing the Fund’s audited financial statements
and unaudited monthly summary reports containing estimated performance and capital account
balances or share net asset values.
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Cypress may engage solicitors to which it pays cash or a portion of the advisory fees paid by
investors referred to it by those solicitors. In such cases, this practice is disclosed in writing to the
investor and Cypress complies with the other requirements of Rule 206(4)-3 under the Investment
Advisers Act of 1940, if applicable.
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Under the SEC’s custody rule applicable to investment advisers, Cypress is deemed to have
custody of the Funds’ assets. In accordance with the custody rule, a qualified custodian is not
required to deliver quarterly account statements to the Funds or their investors as long as (i) the
Funds are audited by an independent public accountant that is registered with, and subject to
inspection by, the Public Company Accounting Oversight Board, (ii) the Funds’ audited financial
statements are prepared in accordance with U.S. generally accepted accounting principles, and
(iii) Cypress delivers such annual audited financial statements to investors within 120 days after
the end of each Fund’s fiscal year.
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Cypress has discretionary authority to manage investment accounts on behalf of clients pursuant
to a grant of authority in each Fund’s limited partnership agreement or other client agreement.
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Cypress has engaged Institutional Shareholders Services Inc. (“ISS”) to assist with managing,
tracking, reconciling and reporting Cypress’s proxy voting, maintaining its proxy voting records
and making informed proxy voting decisions. Proxies of client accounts over which Cypress has
voting authority are voted on behalf of each such account based on Cypress’s or ISS’s
determination of such account’s best interests. ISS makes recommendations as to how to vote
proxies and votes them on Cypress’s behalf unless Cypress provides alternative instructions, in
which case ISS votes proxies according to those instructions. In determining whether a proposal
serves an account’s best interests, Cypress or ISS considers a number of factors, including:
• the proposal’s economic effect on shareholder value;
•
the threat that the proposal poses to existing rights of shareholders;
•
the dilution of existing shares that would result from the proposal;
the effect of the proposal on management or director accountability to
shareholders; and
if the proposal is a shareholder initiative, whether it wastes time and
resources of the company or reflects the grievance of one individual.
Cypress or ISS abstains from voting proxies when it believes that it is appropriate to do so.
If a material conflict of interest over proxy voting arises between Cypress and a client, Cypress
will request that ISS determine how the proxy should be voted.
A client or investor can obtain a copy of Cypress’s proxy voting policy and a record of votes cast
by Cypress by contacting Cypress.
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Cypress has no financial commitment that impairs its ability to meet contractual and fiduciary
commitments to clients, and it has not been the subject of a bankruptcy proceeding.
Privacy Policy Cypress and the Funds for which it serves as general partner or investment adviser:
• collect non-public personal information about their clients and investors from the
following sources:
• information received from clients or investors on applications or other forms, and
• information about clients’ or investors’ transactions with Oakmont, its affiliates or
others;
• do not disclose any non-public personal information about their current and former
clients or investors to anyone, except to service providers that perform services and
functions for them and as permitted by law;
• restrict access to non-public personal information about their clients and investors to
their personnel who need to know that information to provide services to clients and
investors; and
• maintain physical, electronic and procedural safeguards that comply with federal
standards to guard clients’ and investors’ personal information.
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Open Brochure from SEC website