PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Investment Discretion
- Voting Client Securities
- Financial Information
Perella Weinberg Partners Capital Management LP (the “Adviser”) is a limited partnership organized under the laws of the State of Delaware that was formed in February 2007. The Adviser has been registered with the United States Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) since April 18, 2007. The Adviser is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act of 1936, as amended (“Commodity Exchange Act”), as a commodity pool operator (“CPO”), commodity trading adviser (“CTA”) and is a member of the National Futures Association (“NFA”).
PRINCIPAL OWNERS OF OUR FIRM
Perella Weinberg Partners Capital Management GP LLC serves as the Adviser’s general partner. The Adviser and its general partner are controlled by PWP Capital Group LP (“Perella Weinberg Partners”), a privately-owned financial services firm that provides asset management services to clients around the world through its affiliates and subsidiaries. The persons who currently own the entity that ultimately owns Perella Weinberg Partners also have interests in certain other vehicles described herein (including in Item 10) that provide broker-dealer, investment banking and other corporate advisory services; by virtue of such relationship, such vehicles are described herein as affiliates of Perella Weinberg Partners. Certain senior officers of the Adviser also are senior officers of Perella Weinberg Partners and its affiliates.
The Adviser furnishes discretionary investment advisory and other services, directly and indirectly, to private investment funds, including partnerships and companies (collectively referred to as the “Private Funds”). In addition, the Adviser also furnishes discretionary investment advisory and other services to certain clients, including co-investment funds, foundations, endowments, corporations, state governmental entities, state pension funds, pension plans, high net worth individuals, or other entities, through managed accounts (each, a “Managed Account”). The Adviser also provides advisory services to investment management companies that are registered with the SEC under the Investment Company Act of 1940 (the “1940 Act”) (each, a “Registered Fund” and, collectively, with the Private Funds, “Funds”). The Funds, the Managed Accounts and any other person to which the Adviser furnishes investment advisory services (including co-investment vehicles sponsored by the Adviser or its affiliates) are collectively referred to in this Brochure as “Clients.” Persons and entities that invest in the Private Funds or the Registered Funds, or own a Managed Account, are referred to in this Brochure as “investors.” With respect to the Private Funds and the Registered Funds, the Adviser provides investment advice and other services directly to the Funds and not individually to the investors in such Funds.
TYPES OF SERVICES OFFERED
The Adviser provides investment advice with respect to a broad range of domestic and foreign financial securities and instruments, and other assets, in a variety of forms. The Adviser DOC ID - 31499647.18 5 currently manages client accounts on a discretionary basis, but may provide non-discretionary advisory services in the future. The Adviser offers advice with respect to, without limitation: (1) equity securities, including exchange-listed and over-the-counter securities, of both domestic and foreign issuers; (2) warrants; (3) corporate debt securities; (4) commercial paper; (5) municipal securities, (6) investment company securities and variable annuities; (7) United States government securities; (8) options contracts on securities and commodities; (9) futures contracts on securities and commodities; and (10) interests in partnerships and other forms of entities, including those investing in and developing real estate, oil and gas, and other energy-focused interests. The Adviser also provides or, to the extent not currently provided, may provide investment advice with respect to the following, without limitation: foreign currencies; foreign currency forward contracts; foreign currency futures and related options; options on foreign currencies; repurchase agreements; reverse repurchase agreements; forward commitments; swap contracts and derivatives of all types; loan participations and assignments; index and other structured notes; investment companies of all types (including exchange traded funds (“ETFs”) and notes, registered investment companies, business development companies, collective investment schemes and unit investment trusts); contingent value rights; depository receipts; sovereign debt instruments; asset-backed securities; structured finance securities; distressed corporate bonds; bank debt; mezzanine debt; convertible securities; trade receivables; private investment vehicles, including, but not limited to, hedge funds, private equity funds and special purpose vehicles; secured and unsecured loans; commercial and consumer receivables; industrial service contract revenues; leases; litigation and arbitration claims; leveraged loans; mortality-related assets; property and casualty insurance; and interests in, or related to, equipment, commodity lending, partnerships, intellectual property, project finance, infrastructure, trade finance, and commercial and residential mortgage asset classes. Other types of investments with respect to which the Adviser provides or, to the extent not currently provided, may provide investment advice include: ownership of real (directly and indirectly) and personal property, corporate and personal obligations or contracts (in cash or synthetic structures); equipment trust certificates, private trust certificates and other trust certificates; investments in residential value insurance; joint ventures; and investments in or involving loan servicing operations, among others. Clients may ask the Adviser to, and the Adviser may, provide investment advice and other services with respect to other investment securities and instruments as is consistent with each respective Client’s investment objective.
ABILITY TO TAILOR SERVICES AND ADHERENCE TO GUIDELINES/RESTRICTIONS
The investment management agreement and, as applicable, offering or other documents for any Client generally set out the investment guidelines, restrictions and/or types of investments in which the Client’s assets may or may not, as applicable, be invested. Such documents may call for a Client to specifically approve each investment or investment type prior to investment. The Adviser also may be permitted to invest Client assets in all other types of investments, provided they are not specifically prohibited by the applicable investment guidelines or other restrictions, such as applicable law. DOC ID - 31499647.18 6
CLIENT ASSETS MANAGED BY ADVISER
As of September 30, 2019, the Adviser’s regulatory assets under management on a discretionary basis were approximately $12,390,884,049.
WRAP FEE PROGRAM
The Adviser does not participate in wrap fee programs. DOC ID - 31499647.18 7 please register to get more info
The Adviser generally receives management fees and the Adviser (or its affiliates) generally receives performance-based compensation for its investment advisory services. The rate of the Adviser’s management fees may vary depending upon factors such as, among others, the type of account, the asset classes being managed, the amount of assets being managed, the investment horizon or time period associated with the assets being managed and the investment strategies being employed by the Adviser. The Adviser’s management fees generally are asset-based and calculated at an annual rate as a percentage of the value of the assets managed by the Adviser. Management fees are typically paid by deducting the amount of the fee from the applicable account. Management fees typically are up to 2.00% per annum of the assets managed by the Adviser (or, for certain periods and types of Clients, at a rate up to 2.00% per annum of aggregate commitments or funded commitments) for a particular Client and payable monthly, quarterly or semi-annually in arrears or in advance. Management fees may vary and in some cases may be negotiable, and may be payable more or less frequently depending on the Client and the arrangement. The rate of the management fee for fund-of-funds strategies is generally lower than direct investing strategies. The amount of the management fee is usually prorated for periods of less than a full billing period. With respect to certain Clients, including, for example, those for which the Adviser may act as sub-advisor, the Adviser may enter into fee-sharing or other similar arrangements with the other adviser or other parties. The Adviser, or an affiliate of the Adviser, typically receives performance-based compensation. Such performance-based compensation (including incentive allocations, incentive fees, carried interest or other amounts, as the case may be) may be calculated in several different ways depending on the nature of the Client’s strategy, any applicable lock-up periods, performance benchmarks and performance hurdles, and may be assessed on unrealized appreciation. Performance-based compensation can be up to 35.0% of the realized and unrealized net profits allocated to each Client’s (or investor’s) account for a fiscal year and payable annually in arrears or upon redemption; performance compensation can also be a percentage of proceeds realized upon a liquidation event. The rate of the performance-based compensation may vary and, in some cases, is negotiable, and may be payable more or less frequently depending on the Client or the arrangement. For example, performance-based compensation for fund-of-funds strategies is generally lower than direct investing strategies. Performance-based compensation, depending on, among other things, the strategy, may be subject to preferred return hurdles, catch-up allocations, clawbacks and/or loss recovery provisions, sometimes referred to as a “high water mark.” Performance-based compensation is typically paid or made (as applicable) directly to the Adviser or an affiliate of the Adviser by the applicable Client (or investor). To the extent that the Adviser charges performance-based compensation, such performance-based compensation will comply with the requirements of Section 205 and Rule 205-3 under the Advisers Act and such other provisions as are applicable, including but not limited to the 1940 Act. DOC ID - 31499647.18 8 The management fees and the performance-based compensation that the Adviser (or its affiliate) will receive may not have been established on the basis of an arm’s-length negotiation between the Client and the Adviser (or its affiliate). Moreover, with respect to funds-of-funds strategies, the management fees and performance-based compensation received by the managers of the issuers (regardless of type, e.g., private funds, mutual funds, ETFs) in which a Client invests may not have been established in an arm’s-length negotiation between such managers and the respective issuers. For example, certain of the Funds or Managed Accounts managed by the Adviser invest in underlying private investment funds, the affiliated managers of which receive management fees and performance-based compensation that may not have been negotiated in an arm’s-length negotiation. The Adviser may agree to different fees or allocations, including performance-based compensation with respect to a Client(s), and each Client is expected to indirectly bear performance-based compensation with respect to investments in applicable issuers. The existence of such performance-based compensation arrangements create a potential incentive for the Adviser or a manager of an issuer in which a Client invests to approve and cause the Client, or an issuer in which a Client invests, respectively, to make more speculative investments than it would otherwise make in the absence of such performance-based compensation. The Adviser (and its affiliate, as applicable) may reduce or waive management fees, performance-based compensation and/or certain expenses for certain investors, including affiliates of the Adviser, including employees or partners of the Adviser and/or its affiliate (including members of the applicable investment team) and strategic investors of affiliates of the Adviser, investors holding founder interests in the Adviser’s Private Funds and certain investors in multi-strategy vehicles that the Adviser may sponsor. Also, certain co-investment vehicles are not subject to management fees, but are charged a performance based fee. Other co-investment vehicles are not charged any management and performance based fees. Fees relating to co- investment vehicles are negotiated by the Adviser and the potential co-investors on a case-by- case basis. The Adviser’s investment management agreements generally provide that the Client and/or the Adviser may terminate the contract upon proper advance notice to the other party. As permitted by applicable law, the terms of an investment management agreement, including fee schedules, terms of payments, performance fees and termination provisions, are generally negotiated and may vary. Clients invested in the illiquid asset class(es) of a Private Fund managed by the Adviser may continue to pay the Adviser management and/or performance fees in connection with those investments after terminating the Adviser’s investment management services. Such management and/or performance fees will continue to be paid until the disposition of the investment in the illiquid asset class(es) of a Private Fund. Such management and/or performance fees may be negotiated or may be standard fees associated with the Private Fund. The Adviser also charges fees for special projects and/or other ad hoc assignments. Any such fees are reflected in an investment management agreement or similar document. DOC ID - 31499647.18 9
As described in Item 10, affiliated broker-dealers of the Adviser may participate in underwriting syndicates and/or selling groups with respect to the securities and debt instruments of portfolio companies in or through which certain Clients invest. Further, affiliated broker-dealers may otherwise be involved in the public or private placement of such securities and other instruments, and/or may provide capital markets advisory services to portfolio companies in or through which Clients invest, including in connection with mergers and acquisitions. Affiliated broker-dealers may receive fees and commission, which may be payable in cash or securities, in respect of the activities described above. Clients will not receive the benefit of any such fees or other compensation. Further, the Adviser may use research and analysis from Tudor, Pickering, Holt & Co. Securities, LLC (“TPHS”) in making investment decisions on behalf of its Clients. The Adviser receives such research at below market rates which may cause it to rely more heavily on TPHS’ research.
There are several categories of expenses that are allocated to and among Clients. These categories are discussed below under “Fund Organizational and Operational Expenses,” “Sub- Advisory Expenses,” “Sourcing and Diligence Expenses” and “Portfolio Company-Related Expenses.” Fund Organizational and Operational Expenses. These are expenses that are related to the organization and operation of Funds or other Clients that are not directly related to sourcing investments or to any particular portfolio company. Example of organizational expenses are legal, accounting, and filing expenses incurred in connection with organizing and establishing any Fund and the related general partner, and the marketing and offering of interests in such Fund, including commissions, costs, fees, and expenses of any placement agent or finder and legal, accounting, filing, capital raising, travel and accommodation, printing and other similar costs, fees, and expenses. The Adviser and its affiliates compensate third parties, including brokers and placement agents and others, in connection with the solicitation of certain prospective Clients and investors. Such referral fees may be a percentage of such Client’s assets under management, management fees and/or performance-based compensation earned by the Adviser (or its affiliates), or any other fee arrangement agreed to by the Adviser (or its affiliate) and such third party. To the extent applicable, such arrangements will conform to Rule 206(4)-3 under the Advisers Act. Examples of operational expenses include brokerage commissions, placement fees relating to investments and similar expenses, expenses related to short sales, clearing and settlement charges, custodial fees, interest expenses, servicing, syndication, costs of joint ventures or other entities (including operating platforms), the costs of third-party compliance products and services, the costs and expenses incurred in connection with any indebtedness, including, without limitation, the costs of establishing such indebtedness, the costs of monitoring compliance therewith (including, without limitation, the costs of any computer software used for such purposes) and other fees and compensation, investment related travel expenses and professional DOC ID - 31499647.18 10 fees relating to investments including, without limitation, consultants’ fees, legal fees, fees and expenses for operational due diligence, and fees charged by the Adviser or its affiliates to the Funds in connection with the Adviser’s (or its affiliates’) services in respect to the management and servicing of certain portions of a portfolio of loans and other assets and asset management for the investments of the Funds, which services may include, among other things, monitoring covenant compliance by borrowers, tenants and other obligors, monitoring their financial condition and other relevant operating data and tracking borrowings and cash payments (such expenses may be rolled into the base value of the investments, if made). The Adviser, or its affiliates, may perform some or all of such functions in-house generally if it believes it can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services. The Adviser may also provide services in connection with each Fund’s ongoing operations (including, without limitation, legal, administrative, accounting, tax, valuation, audit and insurance expenses of each such entity, as well as compensation and overhead expenses related to the Law and Compliance Department of the Adviser or its affiliates to the extent allocable to any such entity). The fees described above would be in addition to the Management Fee and generally subject to a cap. The fees may be used by the Adviser or its affiliates in engaging personnel and in incurring other overhead costs to manage the loans and other assets in lieu of hiring an unaffiliated third-party service provider to provide these services. Each Client and investor must review the applicable registration statements, offering memoranda and investment management agreements, among other documents, for a fuller discussion and understanding of all the fees, expenses and other compensation the Adviser and other parties may obtain or receive from, or in connection with, Clients and investors. Clients incur other fees and charges imposed by brokers and other third parties, such as but not limited to wire transfer fees and other taxes and fees on brokerage accounts and investment transactions. The Adviser also may decide to hire external service providers to assist in certain functions, such as administration, valuation and proxy voting services, whose expenses may be charged to the relevant Clients or pro rata across applicable Clients. Operational expenses also include taxes and any interest, penalties or expenses relating to any taxes and any tax proceedings; and extraordinary expenses, such as litigation expenses. Sub-Advisory Expenses. From time-to-time the Adviser retains sub-advisors to provide investment research and analysis and/or discretionary management to Clients (directly, or through investment funds, managed accounts or other structures) with respect to certain portions of Client assets. Compensation (including, without limitation, management and other fees, carried interest, profit participation and reimbursement of operating and other expenses) to sub- advisors may be borne by Clients, or the Adviser may offset it against the compensation it receives. Sourcing and Diligence Expenses. These are expenses that relate more generally to investment sourcing and diligence for a particular investment strategy as well as investment-related travel expenses and professional fees relating investments and costs and expenses of research and technology including statistical and market data, conferences, software and software consulting. DOC ID - 31499647.18 11 Sourcing and diligence expenses may include those expenses incurred with respect to the pursuit of particular investments that are never actually consummated. Examples of such “broken deal” expenses include fees and expenses of any legal, financial, accounting, consulting or other advisors or lenders, investment banks and other financing sources in connection with arranging financing for transactions that are not consummated, any travel and accommodation expenses, and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions. Portfolio Company-Related Expenses. These are expenses that are specifically attributable to a particular Fund portfolio company. Examples of expenses that fall within this category are travel expenses for an employee to attend a board of directors meeting of a portfolio company, directors’ fees, other compensation and expenses for services provided to or on behalf of a portfolio company, directors’ fees, consulting fees, equity grants and other compensation of senior advisors or industry advisors (including phantom equity) for services provided to a portfolio company, and fees and expenses of any other consultants, counsel, accountants or other experts for services provided to a Fund portfolio company. Other examples include: (i) brokerage commissions, clearing and settlement charges, investment banking fees and expenses, bank charges, placement, syndication and solicitation fees, arranger fees, sales commissions, bridge financing expenses and other investment, execution, closing and administrative fees, costs and expenses of portfolio companies, (ii) costs (including administrative and filing fees) of maintaining the holding structure for portfolio investments, (iii) portfolio and risk management expenses and (iv) expenses related to industry conferences directly related to a particular portfolio company. Certain related persons of the Adviser serve as members of the boards of directors of certain portfolio companies of Funds managed by the Adviser. Such related persons are reimbursed by the underlying portfolio companies for travel costs and other expenses related to attendance at portfolio company board meetings. Directors’ fees, monitoring fees, break-up fees and transaction fees received by the Adviser or its affiliates from a portfolio company of a Fund will generally first be used to pay unreimbursed related expenses and will then be applied to reduce the management fee in respect of the fee- paying investors in such Fund. Affiliates of Perella Weinberg Partners (including PWPLP, TPHS or TPHA (each as defined herein)) may charge other fees to the Funds in connection with the provision of bona fide investment banking or other services. This compensation may include brokerage fees, financing or commitment fees as well as financial advisory fees or fees in connection with restructurings and mergers and acquisitions, underwriting fees or placement fees. The Adviser and its affiliates may engage such affiliates of Perella Weinberg Partners in lieu of hiring an unaffiliated third- party service provider to provide these services if they believe that the affiliates of Perella Weinberg Partners can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services, and on such terms reasonably expected by the Adviser and its affiliates to be available in an arm’s-length transaction with an unaffiliated third party. Any such fees will be treated as an operating expense of the relevant Fund, will be in addition to the management fee payable by such Fund and will not be subject to offset as described above. DOC ID - 31499647.18 12
The Adviser allocates expenses among Clients based on the nature of the expenses. “Fund Organizational and Operational Expenses” and “Sub-Advisory Expenses” generally are charged to the Client to which they relate. “Portfolio Company-Related Expenses” are generally charged to the portfolio company to which they relate, or, if not, are generally allocated based on the ownership percentages of the relevant portfolio company held by the relevant Client at the time of the relevant service period, if applicable. Transaction expenses for consummated investments will typically be borne by the relevant portfolio company or a related investment vehicle through which the investment is made and capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party; provided, that particularly for minority investments, a portion of these expenses may be borne by the applicable Client making the investment. In addition, ongoing expenses that are specific to a portfolio company may be borne by the relevant portfolio company. When the portfolio company bears an expense directly, each direct and indirect equity owner of such company will indirectly bear a portion of such expenses. “Sourcing and Diligence Expenses” are generally attributable to the Clients that invest in a given strategy. If a transaction is consummated such expenses will typically be borne by the relevant portfolio company or a related investment vehicle through which the investment is made and capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party; provided, that particularly for minority investments, a portion of these expenses may be borne by the applicable Client making the investment. If a transaction is not consummated, the allocation of such “broken deal” costs will be in accordance with the proposed allocation for the investment had it been made. Please see Items 6 and 12 for a discussion of the allocation of investment opportunities. If the agreement with a Client does not permit the allocation of broken deal expenses, such expenses will be borne by the Adviser. DOC ID - 31499647.18 13 please register to get more info
As generally described in Item 5, the Adviser, or an affiliate of the Adviser, typically receives performance-based compensation (which may take the form of an incentive allocation, incentive fee, carried interest or other fees) in addition to management fees. The Adviser (or its affiliate(s)) may agree to different performance-based compensation with respect to Clients or with respect to an investor or investors in a Client, and a Client also may bear performance-based compensation with respect to its investments in certain issuers (in the case of a fund-of-funds strategy, for example). The Adviser may not receive performance-based compensation when advising certain Managed Accounts or providing sub-advisory services to a Registered Fund. The existence of the performance-based compensation for certain Clients and not others creates a potential incentive for the Adviser or a manager of an issuer in which a Client invests to make more speculative or riskier investments than it would otherwise make in the absence of such performance-based compensation. In addition, the fact that the Adviser has varying compensation arrangements among Clients that are managed in a substantially similar fashion could lead to a conflict of interest if the Adviser is viewed as being incentivized to manage such Clients differently due to such different compensation arrangements. The Adviser sponsors, manages, or sub-advises multiple Funds and Managed Accounts, some of which have objectives that are similar to, or which overlap with, those of other Clients. Additionally, the Adviser and its affiliates typically own interests in the Private Funds. In certain circumstances, particularly when the Adviser sponsors a new Private Fund, such new Private Fund may be wholly or majority owned by the Adviser and/or its affiliates. The Adviser may give advice and recommend securities to Clients which differs or conflicts with advice given to, or securities recommended or bought for, other Clients, even though the investment objectives of the respective Clients are the same or similar. There may be certain situations in which a Client has a specific geographical, sector or strategy focus, or situations where an agreement exists with another Client, such that investment opportunities that may be appropriate for one Client are first referred to and/or allocated to another Client, with any remaining portions allocated to other Clients, as appropriate. Client accounts that receive investment opportunities in priority to other Clients may have been initially seeded by the Adviser or its affiliates, and, at the time of a referral or priority allocation, may, to the extent there has been only limited investment by third party investors, remain wholly or principally owned by the Adviser or its affiliates. If a Client does not receive an investment opportunity, it will not benefit from, and will have no right to profits arising out of, investments made by Clients that did receive the investment opportunity. As described generally in Item 12 below, the Adviser seeks to allocate investment opportunities fairly and equitably over time across Clients to the extent such opportunities are appropriate for such Clients. In addition, the Adviser has adopted specific allocation policies and procedures for certain types of investment opportunities, including follow-on investments and certain investment opportunities that have been sourced by, or offered to, the Adviser’s investment teams responsible for the Private Funds offered by the Adviser, each of which seeks to allocate such investment opportunities on a fair and equitable basis among the Clients over time. DOC ID - 31499647.18 14 In addition, the Adviser or its affiliates, because of differing investment objectives, different investment teams or other factors, may cause a Client to take investment positions that are different from or adverse to those taken by another Client, including positions contrary to those held by such other Client or senior or junior to those held by such other Client. To the extent that a Client holds interests that are different from (or more senior or junior to) those held by another Client, the Adviser and its affiliates may be presented with decisions involving circumstances where the interests of one Client are in conflict with those of another Client, including with respect to the operation of a company, the expected returns for the investment and the timeframe for and method of exiting the investment. Furthermore, it is possible that (in a bankruptcy proceeding or otherwise) a Client’s interest may be subordinated or otherwise adversely affected relative to another Client or otherwise by virtue of such Client’s involvement and actions relating to its investment. For example, a Client that is a debt holder of a company may be better served by the company’s liquidation, in which case it may be paid in full, whereas a Client that is an equity holder of a company may prefer a reorganization that could create value for the Client and other equity holders. The Adviser may have varying compensation arrangements among Clients that could incentivize the Adviser to manage such Clients differently. There will be no obligation to purchase, sell or exchange any security or financial instrument for a Client if the Adviser or its affiliates believe in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for the particular Client. In allocating investment opportunities among Clients, the Adviser or its affiliates may take into account factors including, among other things, the relative amounts of capital available for new investments and the investment programs and portfolio positions of the Client and such other Clients and investment vehicles. However, situations may arise in which the activities of the Adviser or its affiliates may be disadvantageous to a Client, such as the inability of the market to fully absorb orders for the purchase or sale of particular investments placed by the Adviser for a Client and other Clients or at prices and in quantities which may be obtainable if the same were being placed only for the Client. Sometimes, following an investment by a Client, the Adviser has the opportunity to make an additional or follow-on investment in the same portfolio company or a related company. Occasionally, rather than allocate these additional or follow-on investment opportunities to the Client(s) that made the original investment, the Adviser may allocate the opportunity in a different manner, including but not limited to amongst other Clients (including Clients that may be wholly or principally owned by the Adviser or its affiliates) and one or more strategic investors (which may include third parties and/or Fund investors). Typically, the Adviser makes these allocations in circumstances where the additional investment opportunity or follow-on investment could not, because of available capital, expected holding period of the investment, risk limits, size, tax considerations, concentration or other reasons, be allocated in the same manner as the original investment to which it relates. Additional investment opportunities and follow-on investments may be more or less profitable than the original investment to which they relate. From time-to-time, a Client makes commitments to provide capital for investments at a certain date in the future. At the time any such investment requires funding, the Adviser may allocate the investment opportunity among such Client, other Clients eligible to participate in the investment (including other Clients that may be wholly or principally owned by the Adviser or DOC ID - 31499647.18 15 its affiliates), one or more strategic investors, management of a portfolio company and/or co- investors (which may include third parties and/or Fund investors, in such proportions as determined by the Adviser in its discretion, taking into account such factors as the Adviser determines appropriate based on the relevant facts and circumstances, as further described in Item 10 below). In addition, the Client and its affiliates may establish investment vehicles to facilitate the investment of Clients in certain opportunities. To the extent that any other Clients make an initial investment in or increase their investment in such an investment vehicle, such investment will dilute the existing interest holders (and the underlying investments therein) unless the Adviser determines to increase the other interest holders’ commitment to the platform on a proportionate basis. Accordingly, Clients may be disadvantaged if the Adviser allocates profitable opportunities away from them or if the Adviser allocates unprofitable opportunities to them. As described generally in Item 11 below, there may be situations in which one Client (or affiliate of a Client) makes or otherwise acquires an investment that is later sold to another Client. Such transactions are referred to as “Internal Cross Transactions.” The Client making the initial investment will bear the investment risk related to the investment if and until such time as an Internal Cross Transaction is effected with another Client. The Client making the initial investment may be paid interest or other compensation from the Client purchasing the investment in such circumstances if believed to be necessary and appropriate by the Adviser. The portfolio strategies the Adviser and its affiliates use for certain Clients could conflict with the transactions and strategies the Adviser employs in managing other Clients and may affect the prices and availability of the securities and other financial instruments in which Clients invest. For example, the use of overlay strategies, which include currency hedging, securities hedging or other hedging, trading, asset allocation and derivative strategies designed to increase, decrease or otherwise modify the exposure of a Client’s holdings to particular strategies, may result in investments for certain Clients that are contrary (economically or otherwise) to the investment positions taken by the Adviser on behalf of another Client and may result in higher or lower returns and greater or less downside or other risk for a Client. Although an investment team pursues overlay strategies with respect to a particular Client, any such overlay strategies are likely to differ, potentially significantly, from the overlay strategies (if any) employed with respect to another Client. Furthermore, the investment team for one Client may have greater access to information regarding a particular investment than another investment team managing the same investment for another Client. Client investments may include investments in vehicles that are directly or indirectly affiliated with the Adviser, such as the Private Funds. The Client bears management fees and performance fees that are paid to, or performance allocations that are made to, the managers, general partners or members of such affiliates. The Adviser will endeavor to make investment decisions for the benefit of the Client in good faith and to treat each of the Funds and all of its Clients in a fair and equitable manner over time. There can be no assurance, however, that certain investment decisions made for a Client or for any other Fund will not adversely affect other Funds or Clients, even if such investment decisions are made in good faith. Investment opportunities in the form of financing facilities relating to portfolio companies of Funds or Clients arise from time to time, and certain investors in Funds or other Clients may be DOC ID - 31499647.18 16 selected to participate in such facilities and may receive additional benefits in connection with doing so. The selection of financing sources depends on a variety of facts and circumstances, potentially including specific expertise and speed of execution. The Adviser selects financing sources in its sole discretion based on its analysis of the facts and circumstances and does not offer financing opportunities to every investor in the Funds or other Clients. DOC ID - 31499647.18 17 please register to get more info
As described in Item 4, the Adviser furnishes discretionary investment advisory and other services, directly and indirectly, to the Funds, the Managed Accounts and other persons (as previously noted, collectively referred to in this Brochure as “Clients”). With respect to the Funds, investment advice and other services are provided directly to the Funds, as adviser or sub- adviser, and not individually to any of the investors in the Funds. Persons and entities that invest in the Funds are referred to herein as “investors”, as previously noted. Investors may include individuals, pension and profit-sharing plans, funds-of-funds, sovereign wealth funds, insurance and financial institutions, family offices, union plans, trusts, endowments, foundations, charitable organizations and other types of entities. Perella Weinberg Partners Capital Management GP LLC serves as the Adviser’s general partner. The Adviser and its general partner are controlled by Perella Weinberg Partners, a privately- owned financial services firm that provides asset management services to clients around the world through its affiliates and subsidiaries. Perella Weinberg Partners’ asset management clients include, among others, multiple alternative investment products, co-investment vehicles, funds-of-funds products, college or university foundations, endowments, corporations, state governmental entities, state pension funds, pension plans, high net worth individuals, private- equity investment products, and investment companies that are registered under the 1940 Act. The minimum investment for a Client or an investor generally will be determined by the Adviser, or the general partner, managing member and/or board of directors, as applicable, of the Client and will generally be set out in the offering documents and/or investment management or other agreements. Such minimum investment amounts may be waived by the Adviser, general partner, managing member, or board of directors, as applicable, if permissible under relevant law. Minimum investment amounts generally are negotiated on a case-by-case basis with a Client or an investor. DOC ID - 31499647.18 18 please register to get more info
STRATEGIES AND RISK OF LOSS
METHODS OF ANALYSIS
Investment ideas are usually generated internally, through research and analysis, and are based primarily upon the research and analytical experience and expertise of each of the investment and other professionals that supervise and review the applicable accounts. The Adviser may obtain information regarding investment opportunities through industry participants, broker- dealers and business and other relationships. The Adviser may, from time to time, engage the services of affiliates as well as consultants and third parties to provide investment ideas, source potential investments, or gather further research or information. The Adviser’s investment analysis methods may include, depending upon the investment strategy and circumstances, charting, fundamental, technical and cyclical methods. In addition, the Adviser’s methods of analysis may include quantitative and computer-aided analysis of investments and market attributes, and computer application of models applying proprietary evaluation criteria to investments, among others. The Adviser also may use risk-generated analysis and reports or other such information as it believes is advisable in connection with its investment strategies.
The Adviser may employ a variety of investment strategies for its Clients. The investment strategies used to implement any investment advice given to Clients include long term purchases (investments held at least a year), short term purchases (investments sold within a year), trading (securities or other investments sold within 30 days), short sales, margin transactions, option writing, including covered options, uncovered options, or spreading strategies, and all types of derivative transactions. Real Assets and Financial and Other Assets Strategy This strategy aims to achieve high risk-adjusted returns with low volatility and low correlation to the equity and fixed income capital markets by investing in targeted asset based opportunities across a broad spectrum of real and financial assets. The strategy has an emphasis on capital preservation, generating cash flow from assets purchased at attractive current cash yields, and generating equity-like upside optionality from targeted assets. Assets targeted for investment are (i) real assets, including equipment (railcars, aircraft, vessels and specialty vehicles), real estate (commercial and residential real estate), working interests in oil and gas, and (ii) financial assets, including consumer-related assets (auto loans/leases, student loans, and credit card receivables), commercial-related assets (small business loans, trades and accounts receivables, commercial and industrial loans, and dealer floorplan loans), insurance assets, and litigation receivables (structured settlements and judgments on appeal). While the majority of assets may have current/periodic cash returns, a portion of the assets may generate most, or potentially all, of their cash flow on the scheduled maturity or sale date of the asset. This strategy seeks to uncover mispriced asset based investment opportunities through fundamental analysis and in-depth DOC ID - 31499647.18 19 understanding of asset valuation. Current market dislocation, including illiquidity, re-pricing of assets, deleveraging, and regulatory changes create the investment opportunities. Private Equity Strategy This strategy makes private equity investments principally in growth-oriented, lower- and mid- cap companies located primarily in the United States and Canada. The strategy seeks to invest in businesses that generally have strong and differentiated competitive positions in their respective sectors and the potential for significant continued growth of operations and cash flow and enhanced valuations. The strategy focuses on investments in the consumer, services and industrial sectors, but may invest in other sectors as well. Income Strategy The principal objective of this strategy is to seek investment returns over various market cycles, with a meaningful percentage of such returns derived from income. The strategy also seeks, over time, to preserve the “real purchasing power” of an investment through capital appreciation in an amount that is equal to or exceeds the rate of inflation (as measured by the consumer price index). The strategy invests primarily in pooled investment vehicles, including, but not limited to, mutual funds, private investment funds and exchange traded products. Exchange traded products may include ETFs as well as commodity pools and other commodity-based vehicles that seek to track a commodity index or benchmark and are traded on an exchange. The strategy may also include invests in exchange traded notes. Comprehensive Solutions Strategy The investment objective of this strategy is to earn a long-term rate of return that exceeds various benchmarks by creating an investment portfolio that is (i) broadly diversified by asset class and geography and (ii) suited to hold a significant portion of a Client’s investment assets. The Adviser will typically make investments through the following primary means: (i) investments in asset class-specific funds-of-funds managed by the Adviser or its affiliates (the “Fund of Funds Investments”), (ii) investments in pooled investment vehicles or separately managed accounts advised by external investment advisers (“Externally Managed Investments”), (iii) long and short positions in various financial instruments including, but not limited to, swaps, ETFs, options, index contracts, futures, forwards and other securities, derivatives or financial instruments (collectively, “Overlay Investments”) and (iv) other investments including, but not limited to, investments in short-term cash investment funds. This strategy is implemented by the Adviser primarily through an outsourced chief investment officer (“OCIO”) program under the brand name of “Agility.” Through the Agility OCIO platform, the Adviser generally provides discretionary investment advice to foundations and endowments, Registered Funds, Private Funds and other types of institutional and high net worth individual Clients and may offer non- discretionary investment advisory services to Clients, including but not limited to, consulting on environmental, social and governance matters, at some point in the future. Fund of Funds and Externally Managed Investments will be used to implement strategic allocations across various asset classes for Clients, including absolute return, global fixed income, global equities, real assets, private capital, impact and other strategies that may be DOC ID - 31499647.18 20 offered from time to time. Overlay Investments will generally be employed in the form of derivatives to reduce or magnify particular exposures and to achieve risk management targets. Overlay Investments may include, but are not limited to, public markets instruments such as swaps, ETFs, options, index contracts, futures, forwards and other securities, derivatives or financial instruments. Absolute Return Strategy This strategy’s investment objectives are to (i) build a diversified portfolio of absolute return investment strategies and (ii) earn a long-term rate of return that exceeds the HFRI Fund of Funds Index primarily through investments in strategies such as, without limitation, hedged equity, event-driven, global macro, relative value, capital structure arbitrage, fixed income arbitrage, risk arbitrage, convertible arbitrage, multi-strategy, and credit. Global Fixed Income Strategy This strategy’s investment objective is to outperform over the long-term the total return of the Barclays Capital Global Aggregate Bond Index by investing in a diversified portfolio of primarily fixed income securities from developed and emerging markets around the world. Global Equities Strategy This strategy’s investment objective is to outperform over the long-term the MSCI All Country World Total Return Net Index, published by Morgan Stanley Capital International Inc., by investing in a diversified portfolio of primarily equity-oriented securities from developed and emerging markets around the world. Public Real Assets Strategy This strategy’s investment objectives are to (i) build a diversified portfolio of Public Real Assets (as defined below) and (ii) generate a long-term rate of return that provides protection against the impacts of inflation. In order to achieve its investment objectives, the Adviser will seek exposure to publicly traded real assets, including, but not limited to, commercial real estate, commodities, energy-related assets, natural resources-related assets, timber, infrastructure assets, inflation-protected securities and other similar assets (collectively, “Public Real Assets”). Private Real Assets Strategy This strategy’s investment objectives are to (i) create a diversified portfolio of private investments that are backed by hard assets and (ii) provide inflation-protection to a Client’s overall portfolio. To achieve its investment objectives, the Adviser will make commitments primarily to private real assets funds focused in areas such as energy, real estate, and infrastructure. The Adviser may also make co-investments alongside private real assets managers as part of the strategy. DOC ID - 31499647.18 21 Private Capital Strategy This strategy’s investment objectives are to (i) create a diversified portfolio of private capital holdings and (ii) generate long-term returns that exceed returns of the public equity market. To achieve its investment objectives, the Adviser will make commitments primarily to private capital funds focused in areas such as, without limitation, venture capital, buyout, growth equity, and opportunistic credit. The Adviser may also make co-investments alongside private capital managers as part of the strategy. Global Equities Impact Investment Strategy The investment objective of this strategy is to seek to outperform a global equities benchmark by investing in a diversified portfolio of primarily equity-oriented securities from developed and emerging markets around the world. The strategy will also incorporate a range of Environmental, Social, and Governance factors through the underlying investment mandates. Energy Private Equity This strategy generally seeks long-term capital appreciation through investment in companies across the upstream, midstream, and oilfield services sub-sectors.
RISK OF LOSS
Investing involves substantial risks, including the risk of total loss of capital, and may not be suitable for all investors. Different investment strategies are subject to different types and degrees of risk and existing and prospective Clients and investors should become familiar with the risks associated with the particular investment strategy they intend to invest in. Interests in any Fund or strategy likely will be very illiquid and investors should be able to bear the financial risks of an investment for an indefinite period of time. There is no secondary market for interests in certain Funds, such as the Private Funds, and none is expected to develop. For certain strategies, a Fund or other Client will hold investments and conduct certain activities through investment vehicles managed by external investment advisers. All references in this Brochure to investments also refer, as the context requires, to investments by such externally managed vehicles. References in this section to actions taken or investments made by a “Client” should be understood to mean, as context requires, that such actions may be taken or investments made by the Adviser or its affiliates acting on behalf of a Client. In addition to the more detailed risks discussed below, prospective Clients and investors should be aware of the following general risks: The Adviser’s strategies are speculative and involve a high degree of risk. A Client’s investments may be leveraged. The investment performance of a Client can be volatile. An investor could lose all or a substantial amount of his or her investment. The Adviser and its affiliates likely will have total trading authority on behalf of a Client. The use of a single adviser applying generally similar trading programs could mean lack of diversification and, consequentially, higher risk. DOC ID - 31499647.18 22 There will be restrictions on transferring interests in a Fund. High fees and expenses may offset a Client’s trading profits, if any. A substantial portion of the transactions executed for a Client may take place on foreign exchanges. Risks Applicable to Various Strategies Investment Activities Each of the Adviser’s strategies involves a significant degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation can be made that any investment program will be successful, that an investment objective will be achieved or that there will be any return of capital to investors. The strategies may involve the active trading of securities and other financial instruments using investment techniques with significant risk characteristics, including risks arising from the volatility of the global equity, currency and fixed income markets, the risks of short sales, the risks of leverage, the potential illiquidity of derivative instruments, the risk of loss from counterparty defaults and the risk of borrowing to meet redemption or withdrawal requests. The investment programs implementing a particular strategy may use such investment techniques such as margin transactions, option transactions, swap and other derivative transactions, short sales and forward and futures contracts, which practices involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which a Client may be subject. In addition, the performance of the investments is subject to numerous factors that are neither within the control of nor predictable by the Adviser. Such factors include a wide range of economic, political, competitive and other conditions (including acts of terrorism and war and natural disasters) that may affect investments in general or specific industries or companies. In recent years, the securities markets have become increasingly volatile, which may adversely affect the ability of a strategy to realize profits. As a result of the nature of the investing activities, it is possible that financial performance of a strategy may fluctuate substantially from period to period. The performance of the Adviser’s strategies is largely dependent on the talents and efforts of the individuals employed by the Adviser. There can be no assurance that any particular investment professional will continue to be associated with the Adviser and the failure to attract or retain such investment professionals could have a material adverse effect on the Adviser’s investment strategies and business in general. Limited or No Operating History A Fund sponsored by the Adviser may have limited or no operating history, on which prospective investors can base an evaluation of future performances. The prior performances of the Adviser and the investment team may not be construed as an indication of future results. There can be no assurance that the Adviser or the investment team will be able to successfully implement the investment objective of a particular strategy. DOC ID - 31499647.18 23 Lack of Diversification The implementation of a strategy may involve investments in a single issuer or limited number of issuers, industries, sectors, strategies, countries or geographic regions. A consequence of the limited diversification may result in the concentration of risk, which, in turn, may expose a strategy to losses disproportionate to market movements and/or unfavorable performance. Limited Liquidity of Investments The strategies generally are intended for long-term investors who can accept the risks associated with an indirect investment primarily in instruments that involve a high degree of financial risk and are potentially illiquid. There is no public market for the interests in certain of the Funds, such as the Private Funds, and no such market is expected to develop in the future. It is possible that the strategies will not return any of an investor’s capital, and prospective investors should not invest unless they can readily bear the consequences of such a loss. A significant portion of a Client’s assets may be directly or indirectly invested in securities and other financial instruments or obligations for which no market exists and/or which are restricted as to their transferability under federal or state securities laws in the United States and elsewhere. Such investments may be segregated from other investments. Because of the absence of any trading market for these investments, it may take longer to liquidate these positions than would be the case for publicly traded or actively brokered or syndicated investments. Although such assets may be resold in privately negotiated transactions, the prices realized on these sales could be less (including substantially less) than those originally paid. Further, companies the securities of which are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Illiquid Securities A Client may invest in illiquid and restricted, as well as thinly traded, investments (including privately placed securities), and investors may have exposure to the performance of such investments even if they do not participate in such investments. In certain cases, there can be no assurance that these restrictions will be released or that a more efficient market will develop. The market prices, if any, for such investments and financial instruments tend to be volatile and a Client may not be able to sell them at a desirable time or to realize their fair value in the event of a sale. The markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressure than is found in more active markets. The sale of restricted or illiquid investments often requires more time and results in lower sale prices and higher brokerage charges or dealer discounts and other selling expenses than does the sale of investments eligible for trading on national securities exchanges or in the over-the-counter markets. These considerations may adversely affect the ability to respond in a timely manner to changes in the financial condition or prospects of the issuer of the investments or financial instrument or other factors that may affect its value and may ultimately adversely affect a Client’s return on investment in such investments and financial instruments. The Adviser or its designee values the illiquid investments in a Client’s portfolio in accordance with the Adviser’s valuation policies. Although there can be no assurance that these valuations DOC ID - 31499647.18 24 will accurately predict the price at which an arm’s-length buyer or seller would be willing to purchase or sell the investments, these valuations are part of the calculation of the net asset value for a Client. Such net asset value is the basis on which investors invest in, or withdraw from, the Funds (as well as could be the basis for calculating management fees and performance-based compensation). Leverage The Adviser’s strategies may involve the use of leverage. Such leverage may take the form of loans for buying investments (e.g., margin loans) or derivative investments and instruments that are inherently leveraged, including options, futures, forward contracts, swaps and repurchase agreements. The use of leverage can substantially increase the market exposure (and market risk) to which a Client’s investment portfolio may be subject. Trading on leverage will result in interest charges or costs, which may be explicit (in the case of loans) or implicit (in the case of many derivative instruments) and, depending on the amount of leverage, such charges or costs could be substantial. The level of interest rates generally, and the rates at which a Client can leverage in particular, can affect operating results. The use of short-term margin borrowings may result in certain additional risks. For example, should the investments pledged to brokers to secure a Client’s margin accounts decline in value, such Client could be subject to a “margin call,” pursuant to which it would be required either to deposit additional funds with the broker or to suffer mandatory liquidation of the pledged investments to compensate for the decline in value. In the event of a sudden precipitous drop in the value of a Client’s assets, the Client may not be able to liquidate assets quickly enough to pay off its margin debt. In the U.S. futures markets, margin deposits typically range between 1% and 15% of the value of the futures contracts purchased or sold. In the forward, currency and certain other derivative markets, margin deposits may be even lower or may not be required at all. Such low margin deposits are indicative of the fact that any trading in these markets typically is accompanied by a high degree of leverage. Low margin deposits mean that a relatively small adverse price movement in a futures or forward contract may result in immediate and substantial losses to the investor. For example, if at the time of purchase, 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the futures contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deduction for the brokerage commission. In addition, like other leveraged investments, any purchase or sale of futures, forward or other commodity contract may result in losses in excess of the margin deposit. When a Client purchases an option in the United States, there is no margin requirement because the option premium is paid for in full. The premiums for certain options traded on foreign exchanges may be paid for on margin. When a Client sells an option or a futures contract, it may be required to deposit margin in an amount that may be determined by the margin requirement established for the futures contract underlying the option and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the writing of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Whether any margin deposit will be required for over-the-counter (“OTC”) options and DOC ID - 31499647.18 25 other OTC instruments, such as currency forwards, swaps and certain other derivative instruments, will depend on the credit determinations and specific agreements of the parties to the transaction, which are individually negotiated. Equity Securities Some of the strategies are based on attempting to predict the future price level of different equity or equity-related securities. Numerous inter-related and difficult-to-quantify economic factors, as well as market sentiment, subjective and extraneous political, climate-related and terrorism- related factors, influence the cost of equities and equity-related securities; there can be no assurance that the Adviser or its affiliates will be able to predict future price levels correctly or at all. Directional equity and equity-related positions may be leveraged, and even comparatively minor adverse market movements can result in substantial losses. Master Limited Partnership Risk An investment in an MLP unit involves risks that differ from those associated with investments in similar equity securities, such as common stock of a corporation. Holders of MLP units usually have the rights typically afforded to limited partners in a limited partnership, and as such have limited control and voting rights on matters affecting the MLP. In addition, there is the risk that an MLP could be, contrary to its intention, taxed as a corporation, resulting in decreased returns from such MLP. Further, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of the MLP, including those arising from incentive distribution payments. Debt Securities A Client may invest in private and government debt securities and instruments. A Client may invest in debt instruments that are unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Non-Control Oriented Investments A Client may make toehold investments in companies, typically with the intent to subsequently acquire a larger, and potentially “blocking” or controlling, position. Unless and until such a position is acquired, the Client will have a very limited ability to protect its position in such companies. Even if such a position is acquired, the Client may still have significant limits on its ability to protect its position in such companies. Control Positions Certain Clients may take control positions in issuers. The exercise of control over an issuer imposes risks of liability for environmental damage, product defects, failure to supervise DOC ID - 31499647.18 26 management and other types of related liability. If such liabilities were to occur, the Client likely would suffer losses in such investments. In addition, Clients may seek investment opportunities that allow the Clients to have significant influence on the management, operations and strategic direction of the Portfolio Companies in which it invests. The exercise of control and/or significant influence over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management and other types of liability in which the limited liability generally characteristic of business operations may be ignored. The exercise of control and/or significant influence over a Portfolio Company could expose the assets of the Client to claims by such Portfolio Company, its other security holders and its creditors. While the Adviser intends to manage the Client’s assets in a way that will minimize exposure to these risks, the possibility of successful claims cannot be precluded. Co-Investments with Third Parties A Client may co-invest with third parties through joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved. Further, a co-venturer or partner of a Client may at any time have economic or business interests or goals which are inconsistent with those of the Client, or may be in a position to take (or block) action in a manner contrary to the Client’s investment objectives. In addition, a Client may be liable for actions of its co-venturers or partners. When a Client engages in such indirect investments, fees, including performance-based fees or allocations and/or asset-based fees, may be payable to such third parties by the Client, in addition to the management fees and other fees payable to the Adviser or its affiliates by the Client and any performance-based fees or allocation payable to the Adviser or its affiliates. Such compensation arrangements would reduce the returns to participants in the investments. High Yield Securities A Client may invest in “high yield” bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominately speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. DOC ID - 31499647.18 27 Troubled Assets A Client may make indirect investments in non-performing or other assets utilizing leveraged capital structures. By their nature, these investments will involve a high degree of financial risk, and there can be no assurance that a Client’s rate of return objectives will be realized or that there will be any return of capital. Furthermore, investments in properties operating in workout modes or under Chapter 11 of the U.S. Bankruptcy Code are, in certain circumstances, subject to additional potential liabilities which may exceed the value of a Client’s original investment. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to a Client and distributions by a Client may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Risks Associated with Issuers in Bankruptcy and/or Liquidation Investments made by the Clients may be non-performing or in default, and the issuer or obligor may be forced to enter into bankruptcy or liquidation proceedings. Events within a bankruptcy case are frequently adversarial and beyond the control of creditors. While creditors generally are afforded an opportunity to object to significant actions, a bankruptcy court may approve actions that may be contrary to the interests of the Clients. Furthermore, creditors and equity holders may lose their ranking and priority when they take over management and functional operating control of a debtor. The duration of a bankruptcy cannot be estimated with any degree of certainty. Generally, no interest will be permitted to accrue during, and, therefore, return on investment may be adversely affected by, the passage of time during which a plan of reorganization of a debtor is being negotiated, approved by the creditors and confirmed by a bankruptcy court. The Adviser, on behalf of the Clients, may seek representation on creditors’ committees, equity holders’ committees or other groups to ensure preservation or enhancement of the Clients’ position as a creditor or equity holder. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If the Adviser concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Clients, it may decide to resign from that committee or group, and the Clients may not realize the benefits, if any, of the Adviser’s participation on the committee or group. In addition, if the Clients are represented on a committee or group, the Clients may be restricted or prohibited under applicable law from disposing of investments. Consumer Receivables A Client may acquire an interest, either directly or indirectly, through asset-backed investments in certain receivables, including, without limitation, credit card receivables and automobile, boat and recreational vehicle installment sales contracts. Certain receivables in which a Client may acquire an interest may be unsecured. Credit card receivables, for example, are generally unsecured and the debtors are entitled to the protection of a number of state and federal DOC ID - 31499647.18 28 consumer loan laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Also, most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is a possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. The risk of investing in asset-backed securities is ultimately dependent upon payment of consumer loans by the debtor. Intellectual Property A Client may invest in intellectual property rights, such as patents, copyrights, trademarks and franchise rights. Investments in intellectual property related assets involve a high degree of business, financial, technological, regulatory and litigation risk, which can result in substantial losses. Some of these risks relate to the assets themselves, although many of the risks relate to the products utilizing these assets and to the companies that manufacture or market these products. A Client may also invest in companies or investment vehicles which own valuable intellectual property rights. The companies which own these intellectual property rights and/or manufacture and market the products related to these rights may have limited operating histories, or insufficient management or marketing personnel. Additionally, a Client may invest in intellectual property rights or companies who own intellectual property rights that are governed by non-U.S. jurisdictions, which may provide significantly less protection than the United States. Investment in Highly Leveraged Companies Certain of the strategies are expected to include investments in companies whose capital structures may have significant leverage (including substantial leverage senior to a Client’s investment), a considerable portion of which may be at floating interest rates. The leveraged capital structure of such companies will increase their exposure to adverse economic factors such as rising interest rates, downturns in the economy or further deteriorations in the financial condition of the company or its industry. A Client’s investment may be among the most junior financing in a company’s capital structure. In the event such company cannot generate adequate cash flow to meet debt service, a Client, particularly in light of what, under certain circumstances, may be the subordinated position of the Client’s investment, may suffer a partial or total loss of capital invested in the company, which, dependent upon the size of the Client’s investment, could adversely affect the return of the Client. Royalty Streams A Client may invest in royalty streams in certain sectors or industries, including the energy and pharmaceutical industries. The selling entity of a royalty stream typically negotiates a sale of all or part of its royalty payments for a specified timeframe, usually coinciding with the remaining life of an underlying asset. With respect to royalty streams generated by energy sources such as oil and gas, a Client’s cash flow fluctuates with the income realized from the sale of the DOC ID - 31499647.18 29 underlying assets, which have historically experienced unpredictable price movements. As energy prices decline, some projects may become uneconomic and either be delayed or abandoned, as determined by the operators often without regard to the royalty owner. In the healthcare sector, to the extent an underlying product has not yet received all applicable governmental approvals, there is a risk that the product will not obtain such approvals or, if obtained, such approvals may be revoked. Also, government policies and regulations may change in ways that adversely affect the companies or their products’ marketability. There can be no assurance that anticipated royalty payments will be realized. Small Companies Certain of the strategies may include investments in small companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, and competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of larger companies. As a result, investments in smaller companies may be subject to wider price fluctuations. When making large sales, a Client may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of smaller company investments. Special Situations A Client may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a Client may invest, there is a potential risk of loss by the Client of its entire investment in such companies. In connection with such transactions (or otherwise), a Client may purchase investments on a when-issued basis, which means that delivery and payment take place sometime after the date of the commitment to purchase and is often conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, reorganization or debt restructuring. The purchase price or interest rate receivable with respect to a when-issued investment can be fixed when a Client enters into the commitment. Such investments are subject to changes in market value prior to their delivery. Synthetic Securities In addition to credit risks associated with holding non-investment grade loans and high yield debt securities, with respect to synthetic securities, a Client may have a contractual relationship only with the counterparty of such synthetic securities, and not the Reference Obligor (as defined DOC ID - 31499647.18 30 below) on the Reference Obligation (as defined below). A Client generally will have no right to directly enforce compliance by the Reference Obligor with the terms of the Reference Obligation nor any rights of set-off against the Reference Obligor, nor have any voting rights with respect to the Reference Obligation. A Client will not benefit directly from the collateral supporting the Reference Obligation or have the benefit of the remedies that would normally be available to a holder of such Reference Obligation. In addition, in the event of insolvency of the counterparty, a Client will be treated as a general creditor of such counterparty, and will not have any claim with respect to the credit risk of the counterparty as well as that of the Reference Obligor. As a result, concentrations of synthetic securities in any one counterparty may subject the synthetic securities to an additional degree of risk with respect to defaults by such counterparty as well as by the Reference Obligor. A “Reference Obligor” is the obligor on a Reference Obligation. A “Reference Obligation” is the debt security or other obligation upon which the synthetic security is based. Structured Finance Securities A Client may invest in structured finance securities such as, for example, equipment trust certificates, collateralized mortgage obligations, collateralized bond obligations, collateralized loan obligations or similar instruments. Structured finance securities may present risks similar to those of the other types of investments in which a Client may invest and, in fact, such risks may be of greater significance in the case of structured finance securities. Moreover, investing in structured finance securities may entail a variety of unique risks. Among other risks, structured finance securities may be subject to prepayment risk. In addition, the performance of a structured finance security will be affected by a variety of factors, including its priority in the capital structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets. Investments in Undervalued Instruments One of the primary strategies for certain Clients is to invest in undervalued instruments. The identification of investment opportunities in undervalued instruments is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued instruments offer the opportunity for above-average capital appreciation, these investments may involve a high degree of financial risk and can result in substantial losses. Returns generated from a Client’s investments may not adequately compensate for the business and financial risks assumed. Loan Origination Certain Clients may engage in certain loan origination activities and may take a larger position in a particular lending or similar opportunity if the Adviser perceives a possibility of selling, issuing participations or otherwise transferring in the future all or part of such loans or opportunities to other persons. If a Client is unable to sell, issue participations in or otherwise DOC ID - 31499647.18 31 transfer loans or opportunities that it originates, the Client will be forced to hold an excess interest in such loans for an indeterminate period of time. Competition and Supply for Loan Investment A Client may purchase loans. A Client’s success in the area of loan investing will depend, in part, on its ability to obtain loans on what it believes to be advantageous terms. In purchasing loans, a Client will compete with a broad spectrum of investors and institutions. Increased competition for, or a diminution in the available supply of, qualifying loans could result in lower yields on such loans, which could reduce returns to investors. Bank Loans and Participations A Client, directly or indirectly through separate investment entities, may invest a portion of its assets in bank loans and participations. The special risks associated with these obligations include, among others, (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) environmental liabilities that may arise with respect to collateral securing the obligations, (iii) adverse consequences resulting from participating in such instruments with other institutions with lower credit quality, (iv) limitations on the ability of a Client to directly enforce its rights with respect to participations and (v) illiquidity. A Client generally will balance the magnitude of these risks against the potential investment gain prior to entering into each such investment. Successful claims by third parties arising from these and other risks, absent bad faith, may be borne by a Client. Over the years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to a borrower or has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain investments and the activities of the other Clients managed by the Adviser and its affiliates with other investments in a borrower, a Client could be subject to allegations of lender liability. Claims of Lender Liability and Equitable Subordination A Client could be subject to allegations of lender liability or “equitable subordination.” A particular Client’s investments may involve investments in which the Client will not be the lead creditor. Accordingly, it is possible for claims of lender liability or equitable subordination to affect the Client’s investments without the Client being directly involved. Non-U.S. Investments Certain of the strategies involve investments outside the United States. Investments outside the United States pose risks that could include, depending on the country involved, expropriation, confiscatory taxation, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding non-U.S. issuers and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and DOC ID - 31499647.18 32 requirements comparable to or as uniform as those of U.S. issuers. Transaction costs of investing outside the United States are generally higher than in the United States. There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the United States. A Client might have greater difficulty taking appropriate legal action in non U.S. jurisdictions or courts. Non-U.S. markets also have different clearance and settlement procedures that in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect a Client’s performance. Restrictions on Repatriation of Investment Income, Capital and Profits The countries in which certain Clients invest may have laws or regulations that currently limit or preclude the repatriation of capital and profits that result from foreign investment. Repatriation of investment income, capital and the proceeds from sales of investments by foreign investors may require governmental registration and approval in some countries, and the process of obtaining these approvals may require a significant expenditure of time and resources. Investments by such Clients could be adversely affected by delays in or a refusal to grant required governmental registration or approval for any such proposed repatriation. In addition, in certain countries such laws and regulations have been subject to frequent and unforeseen change, potentially exposing a Client to restrictions, taxes and other obligations that were not anticipated at the time the initial investment was made. Non-U.S. Currency Transactions A Client may invest in securities and instruments denominated in non-U.S. currencies. Such investments are subject to the risk that the value of a particular currency will change in relation to the U.S. dollar. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. A Client may seek to hedge these risks by investing directly in non-U.S. currencies and buying and selling options, futures or forward contracts thereon. There can be no assurance, however, that those strategies, if implemented, will be effective. Foreign Exchange A Client may engage in foreign exchange transactions in the spot and forward markets to hedge or amplify their equity or fixed-income currency denominated positions in non-U.S. dollar currencies, if any. A forward currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price that is fixed at the time the contract is entered into. In addition, a Client may maintain short positions in forward currency exchange transactions, in which the Client agrees to exchange a specified amount of a currency it does not currently own for another currency at a future date in anticipation of a decline in the value of the currency sold relative to the value of the currency the Client agreed to purchase. A forward currency exchange contract offers less protection against defaults by the counterparty to the contract than is the case with exchange-traded currency futures contracts. Forward currency exchange contracts are also highly leveraged, in some cases requiring little or no original margin DOC ID - 31499647.18 33 deposit. A Client may also purchase and sell put and call options on currencies and currency futures contracts and options on currency futures contracts. Possible Positive Correlation with Stocks and Bonds Certain of the Adviser’s investment strategies are considered to be alternative investment strategies with an objective of low correlation to stocks and bonds. Incorporating an alternative strategy into a portfolio may provide a potentially valuable element of diversification. However, there can be no assurance, particularly during periods of market disruption and stress when the risk control benefits of diversification may be most beneficial, that an alternative investment strategy will, in fact, have a low correlation to a traditional portfolio of stocks and bonds. Hedging Transactions and Instruments A Client may employ hedging techniques. These techniques could involve a variety of derivative transactions, including swaps, futures contracts, exchange-listed and over-the-counter put and call options on investments or on financial indices, forward foreign currency contracts, and various interest rate and foreign-exchange transactions (collectively, “Hedging Instruments”). Hedging techniques involve risks different than those of underlying investments. In particular, the variable degree of correlation between price movements of Hedging Instruments and price movements in the position being hedged creates the possibility that losses on the hedge may be greater than gains in the value of a Client’s positions. In addition, certain Hedging Instruments and markets may not be liquid in all circumstances. As a result, in volatile markets, a Client may not be able to close out a transaction in certain of these instruments without incurring losses substantially greater than the initial deposit. Although the contemplated use of Hedging Instruments should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time the use of these instruments tends to limit any potential gain that might result from an increase in the value of such position. The ability of a Client to hedge successfully will depend on the ability to predict pertinent market movements, which cannot be assured. In addition, it is not possible to hedge fully or perfectly against currency fluctuations affecting the value of investments denominated in non-U.S. currencies because the value of those investments is likely to fluctuate as a result of independent factors not related to currency fluctuations. Finally, the daily variation margin requirements in futures contracts that may be sold by a Client would create an ongoing greater potential financial risk than would options transactions, where the exposure is limited to the cost of the initial premium and transaction costs paid by the Client. Derivative Instruments Derivative instruments, or “derivatives,” include instruments and contracts which are derived from and are valued in relation to one or more underlying investments, financial benchmarks or indices. Derivatives typically allow an investor to hedge or speculate upon the price movements of a particular investment, financial benchmark or index at a fraction of the cost of acquiring, borrowing or selling short the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many, if not all, of the risks applicable to trading the underlying asset are also applicable to trading in derivatives. However, there are a number of additional risks associated with trading in derivatives. Transactions in certain DOC ID - 31499647.18 34 derivatives are subject to clearance on a U.S. national exchange and to regulatory oversight, while other derivatives are subject to risks of trading in the over-the-counter markets or on non- U.S. exchanges. Additional risks associated with trading in derivatives include: Tracking. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment may prevent a Client from achieving the intended hedging effect or expose it to risk of loss. Liquidity. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets a Client may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which a Client may conduct its transactions in derivative instruments may prevent profitable liquidation of positions, subjecting such entities to the potential of greater losses. Operational Leverage. Trading in derivative instruments can result in large amounts of operational leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by a Client and could cause the value of its investments to be subject to wider fluctuations than would be the case if the Client did not use the leverage feature of derivative instruments. Over-the-Counter Trading. A Client may purchase or sell derivative instruments not traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater than, and the ease with which a Client can dispose of or enter into closing transactions with respect to such an instrument may be less than, the risk associated with an exchange traded instrument. In addition, significant disparities may exist between “bid” and “ask” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges also are not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with the transactions. Call Options. A Client may engage in the use of call options. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option that is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. Options trading may itself be illiquid at times, irrespective of the condition of the market of the underlying instrument. The buyer of a call option assumes the risk of losing its entire investment in the call option. However, if the buyer of the call sells short the underlying security, the loss on the call will be offset in whole or in part by any gain on the short sale of the underlying security. Put Options. A Client may engage in the use of put options. There are risks associated with the sale and purchase of put options. The seller (writer) of a put option that is covered (i.e., the DOC ID - 31499647.18 35 writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the short position for values of the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. Options trading may itself be illiquid at times, irrespective of the condition of the market of the underlying instrument. The buyer of a put option assumes the risk of losing its entire investment in the put option. However, if the buyer of the put holds the underlying security, the loss on the put will be offset in whole or in part by any gain on the underlying security. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether the strategy will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Index contracts have risks associated with them, including, without limitation, possible default by the other party to the transaction, illiquidity and, to the extent the holder’s view of such index contract as to certain market movement is incorrect, the risk that the use of such index contracts could result in losses greater than if they had not been used. Forward Contracts. A Client may enter into forward contracts that are not traded on exchanges and are generally not regulated. There are no limitations on daily price moves of forward contracts. Banks and other dealers with which Client accounts are maintained may require the Client to deposit margin with respect to such trading, although margin requirements are often minimal or nonexistent. A Client’s counterparties are not required to continue to make markets in such contracts. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental authorities might limit such forward trading to less than that which the Adviser or its affiliates would otherwise recommend, to the possible detriment of a Client. Swap Agreements. A Client may enter into swap agreements. Like other derivatives, swap agreements are individually negotiated and structured to increase or decrease exposure to a variety of different types of investments or market factors, including securities prices, long- or short-term interest rates (in the United States or other countries), foreign currency values, corporate borrowing rates, or other factors such as security price indexes, baskets of securities, or inflation rates. Swap agreements can take many different forms and are known by a variety of names. A Client may not be limited to any particular form of swap agreement. Swap DOC ID - 31499647.18 36 agreements bear risks associated with the underlying or reference assets as well as those associated with derivative contracts generally. Swap agreements will tend to shift investment exposure from one type of investment to another. For example, if a Client agrees to exchange payments in dollars for payments in foreign currency, the swap agreement would tend to decrease its exposure to U.S. interest rates and increase its exposure to foreign currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Client’s portfolio. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from a party to the swap agreement. If a swap agreement calls for payments by a Client, the Client must be prepared to make such payments when due. In addition, if the counterparty’s creditworthiness declines, the value of a swap agreement would be likely to decline, potentially resulting in losses by the Client. Repurchase and Reverse Repurchase Agreements. A Client may borrow or lend investments by entering into repurchase and reverse repurchase agreements. When a Client enters into a repurchase agreement, it “sells” investments to a broker-dealer or financial institution, and agrees to repurchase such investments on a mutually agreed date for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Client “buys” investments from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such investments at the price paid by the Client, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by a Cli please register to get more info
This Item requires the Adviser to disclose legal or disciplinary events that would be material to a Client’s evaluation of the adviser’s advisory business or the integrity of the adviser’s management. The Adviser has no information that is required to be disclosed in response to this Item. DOC ID - 31499647.18 71 please register to get more info
As noted above in Item 1, the Adviser is indirectly controlled by Perella Weinberg Partners. The Adviser is registered as a CPO and a CTA with the CFTC and is a member of the NFA. Aermont Capital LLP (“Aermont”), an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority and formerly known as Perella Weinberg Real Estate UK LLP, provides investment advisory services to certain funds, including a fund in which an affiliate of the Adviser serves as the general partner. An affiliate of the Adviser also holds a minority economic interest in Aermont. Aermont files with the SEC as an exempt reporting adviser pursuant to the private fund adviser exemption. In addition, certain affiliates of Perella Weinberg Partners, that are controlled by the same investors as Perella Weinberg Partners, provide (i) investment banking services in the United States and abroad through their wholly-owned subsidiaries, Perella Weinberg Partners LP (“PWPLP”), TPHS and Tudor, Pickering, Holt & Co. Advisors LP (“TPHA”), each a broker- dealer registered with the SEC and a member of the Financial Industry Regulatory Authority and Securities Investor Protection Corporation; and (ii) investment banking services in the United Kingdom, Abu Dhabi, Dubai and Europe through subsidiaries, specifically Tudor, Pickering, Holt & Co. International, LLP, an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority, Perella Weinberg Partners UK LLP, an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority, with a branch office in Dubai, authorized and regulated by the Dubai Financial Services Authority and a branch office in Abu Dhabi, authorized by the Central Bank of the United Arab Emirates and Perella Weinberg Partners (Europe) LP, a Guernsey limited partnership, an entity regulated in Guernsey, through its general partner, by the Guernsey Financial Services Commission. Such affiliated entities may provide services to the Adviser and its Clients, as described herein.
CONFLICTS OF INTEREST
Potential or actual conflicts of interest may arise from time to time between the Adviser and its affiliates, on the one hand, and its Clients, on the other hand. The Adviser provides additional disclosure to investors in the Funds regarding the potential conflicts of interest and the risks associated with the operation of its Funds in each Fund’s respective offering or other documents. In addition, the Adviser seeks to provide disclosure to investors in the Managed Accounts regarding the risks and conflicts of interest associated with the operation of the Managed Accounts through this Brochure or other means. Affiliates of Perella Weinberg Partners. The Adviser and its general partner are controlled by Perella Weinberg Partners, a privately-owned financial services firm. Various potential or actual conflicts of interest may arise from the overall activities of Perella Weinberg Partners and its affiliates. Perella Weinberg Partners and its affiliates engage in a broad spectrum of activities, including, without limitation, corporate advisory, sales and research and trading, and asset management services, as well as with Special Purpose Acquisition Companies (“SPACs”). The Adviser’s Clients may benefit from these activities and the relationships that arise incidental to such activities, which could generate investment and other opportunities and wider industry DOC ID - 31499647.18 72 expertise. However, situations could arise in which the activities of the affiliates of Perella Weinberg Partners or its affiliates conflict with the interests of the Adviser’s Clients and investors. It is possible that any of these conflicts could materially and adversely affect the Adviser’s ability to manage a Client and thus a Client’s or an investor’s return. The following discussion enumerates certain conflicts of interest that could arise by virtue of the activities of Perella Weinberg Partners and its affiliates but is not, and is not intended to be, exhaustive: Merger and Acquisition Activities. In connection with merger and acquisition transactions, situations may arise where an issuer, or a related party (collectively referred to as an “issuer”), in which the Adviser’s Client has invested engages an affiliate of Perella Weinberg Partners to provide advisory services or a SPAC with which Perella Weinberg Partners is affiliated seeks to acquire or otherwise transact with such issuer. Affiliates of Perella Weinberg Partners also may act as an adviser to Clients of the Adviser (including for the U.S. and other governments, and their agencies or affiliates, collectively referred to herein as “Governments”) and other persons (including strategic investors of Perella Weinberg Partners, SPACs and other investment funds that may compete with the Adviser’s Clients) with respect to, among other things, investments in, dispositions of, governmental or regulatory actions relating to, or business combinations involving, issuers in which the Adviser’s Clients may invest. Further, affiliates of Perella Weinberg Partners may provide advice with respect to competitors of issuers in which an Adviser’s Client has invested and with respect to issuers that may be suitable for potential investment by an Adviser’s Client. In addition, the advisory business of Perella Weinberg Partners’ affiliates may receive fees from issuers, funds, investors, and/or clients related to placing investments, securities and interests. Affiliates of Perella Weinberg Partners (in connection with their merger and acquisition activities, restructuring activities or private placement activities) also may “pass on” or introduce certain issuers and investment ideas to the Adviser for investment by Clients in exchange for which such affiliates may seek or receive compensation from such issuers or otherwise. Such activities may result in restrictions on the Adviser’s and its Clients’ trading and investment activities. In some of these circumstances, the affiliates of Perella Weinberg Partners will receive fees or other compensation in connection with their advisory services and the Adviser’s Client or investors in the Adviser’s Client will not receive any benefit from such fees or other compensation and activities. The affiliates of Perella Weinberg Partners may give advice to their clients (including Governments and SPACs) and other persons or recommend courses of action that may differ from (or be contrary to) the advice given by the Adviser with respect to a Client. Such affiliates may give advice to Governments and persons competing with a Client, or an issuer in which the Adviser’s Client has invested, that is contrary or materially adverse to the interests of such Client or such issuer or its investment. In summary, the affiliates of Perella Weinberg Partners, when acting on behalf of their advisory clients, Governments, SPACs or other persons, may recommend actions that are not in the best interests of, or are materially adverse to, the Adviser’s Client or investors in a Client. Restructuring Activities. In connection with restructuring transactions, situations may arise where an issuer in which the Adviser’s Client has invested engages affiliates of Perella Weinberg Partners to provide advisory services on corporate restructurings and recapitalizations. Such affiliates also may represent creditors, equity holders or debtors in connection with debt restructurings or workouts and with bankruptcy proceedings under the U.S. Bankruptcy Code and similar domestic and foreign laws. The affiliates may serve as adviser to creditor or equity committees (including Ad Hoc and other committees) established prior to or pursuant to such DOC ID - 31499647.18 73 proceedings, and may give advice to such persons or committees that may be contrary or materially adverse to the interests of the Adviser’s Client. The affiliates of Perella Weinberg Partners will receive fees or other compensation in connection with such advisory services and a Client generally will not receive any benefit from such fees or other compensation or activities. The involvement of the affiliates of Perella Weinberg Partners in restructuring transactions may limit or preclude the flexibility that the Adviser’s Client may otherwise have to make, retain or dispose of such investments, securities or interests or cause the Adviser’s Client to make investment decisions it otherwise would not make. The affiliates of Perella Weinberg Partners are under no obligation to decline any engagement, and the Adviser’s Client may have to divest itself of an investment or take other action if and to the extent that such investment may prevent an affiliate of Perella Weinberg Partners from accepting a restructuring or other engagement. In certain circumstances, the Adviser may modify or restructure an investment in an issuer (including, for example, by transferring all or a portion of such an investment to an independent voting trust) in order to permit an affiliate of Perella Weinberg Partners to issue advice to such persons or entity. Any such restructuring will be at the sole discretion of the Adviser and the fees and expenses of such may be allocated to Clients. Research and Sales and Trading Activities. TPHS provides research to, and engages in sales and trading activities with, investment banking clients. The Adviser may use research and analysis from TPHS in making investment decisions on behalf of its Clients. While the Adviser receives research from multiple sources (in addition to preparing its own research), the Adviser receives research services from TPHS at below market rates which may cause it to rely more heavily on TPHS’ research. The Adviser does not enter into soft dollar arrangements with any affiliated broker-dealer (including, without limitation, TPHS). At this time, the Adviser does not engage in securities trading with TPHS. In addition, TPHS may hold views, make statements or investment recommendations, or publish reports that may differ from the views of the Adviser. Further, TPHS may recommend courses of action that may differ from, or be contrary to, the advice given by the Adviser to its Clients. In summary, TPHS, when providing research to other parties or investors, may recommend actions that are not in the best interests of the Adviser’s clients. Private Placement Activities. Affiliates of Perella Weinberg Partners may act as placement agent in connection with the offer and sale of securities of, or other interests in, issuers, including the Private Funds. Initial Public Offering Advisory Services. Affiliates of Perella Weinberg Partners provide initial public offering advisory services (also called capital markets advisory services), which services consist of providing financial advice and assistance to clients in preparation for an initial public offering. Such services include assisting such clients with identifying appropriate underwriters for the IPO syndicate and negotiating the economic terms with such underwriters and/or pre-IPO investors, assisting in coordinating diligence sessions for underwriters, and assisting in crafting an appropriate aftermarket trading, investor relations and monetization strategy. Underwriting Activities. In connection with providing IPO advisory services, affiliates of Perella Weinberg Partners may receive compensation for such services in the form of an underwriting fee attributable to the amount of their commitment in an offering. In order to receive an DOC ID - 31499647.18 74 underwriting fee, such affiliates may be invited to participate as an underwriter in connection with public debt or equity securities offerings (collectively, “public offerings”). Their role as underwriter in public offerings is expected to be limited to committing capital. The affiliates will not engage in sales or marketing efforts or securities trades with investor customers in connection with offerings. Instead, the lead underwriter is responsible for selling and marketing securities that are the subject of an offering (including those securities for which affiliates have received an allocation) to its investor customers and clearing and settling those transactions. Affiliates of Perella Weinberg Partners may in some cases act as placement agent or underwriter or provide IPO advisory services for issuers in which the Adviser’s Client has invested or is considering investing, or for competitors of issuers in which the Adviser’s Clients have invested or are considering investing. Clients also may seek to acquire securities or other interests from an issuer in an offering for which such affiliates of Perella Weinberg Partners are acting as placement agent or underwriter or providing IPO advisory services, or may seek to acquire securities or other interests from an issuer for which affiliates of Perella Weinberg Partners are seeking to or have previously acted as placement agent or underwriter or provided IPO advisory services. In certain cases, the opportunity to invest in securities or other interests of an issuer for which affiliates of Perella Weinberg Partners are acting as placement agent or underwriter or providing IPO advisory services may not be offered to a Client, or the Adviser may cause a Client to decline such an opportunity, even if the securities or other interests being offered would be a suitable investment for the Client. In private placement service, affiliates of Perella Weinberg Partners generally will receive fees and other compensation from the issuer based upon the amount of securities or other interests purchased by investors, including Clients. In providing IPO advisory services, the affiliates of Perella Weinberg Partners will be compensated for their services in the form of a cash payment from the issuer and/or an underwriting fee attributable to the amount of their commitment in a public offering. Clients will not receive the benefit of any such fees or other compensation. For Registered Funds, when an affiliate, as defined under the Advisers Act or the 1940 Act, is a member of the underwriting syndicate, the purchase of securities in the underwriting on behalf of the Registered Funds will be in accordance with procedures adopted by Registered Funds’ boards of directors/trustees pursuant to Rule 10f-3 under the 1940 Act. In connection with providing private placement services and IPO advisory services or participating in an underwriting, affiliates of Perella Weinberg Partners also may conduct due diligence or research regarding an issuer, competitors of an issuer, or an issuer’s industry, business and markets, among other things, and may assist in the preparation of offering, marketing and other materials for an issuer. Such information may not be expected to be made available to the Adviser or its Clients. Although affiliates of Perella Weinberg Partners may, in connection with such activities, assist an issuer in the offering process, purchasers of the issuer’s securities generally are not expected to have any recourse to Perella Weinberg Partners or the Adviser. In certain cases, Perella Weinberg Partners may be entitled to indemnification from the issuer. Material Non-Public Information. Perella Weinberg Partners and its affiliates will frequently come into possession of material non-public information or other confidential information as a result of their respective business activities, including its advisory activities, restructuring DOC ID - 31499647.18 75 activities, private placement activities, asset management activities and SPAC activities. Disclosure of such information among Perella Weinberg Partners and its affiliates (including the Adviser) generally will only be on a need-to-know basis. Therefore, it is not likely that the Adviser will have access to material non-public information or other confidential information in the possession of affiliates of Perella Weinberg Partners that might be relevant to an investment decision to be made by the Adviser, and the Adviser’s Client (subject to the next paragraph) may purchase, retain or sell an investment that, had such information been known to the Adviser, may not have been purchased, retained or sold. In addition, if the Adviser or any of its personnel come into, or are deemed to come into, possession of material non-public information, the Adviser may be restricted from consulting with, or otherwise benefiting from, personnel of other Perella Weinberg Partners affiliates. The disclosure or imputed disclosure of material non-public or other confidential information acquired by affiliates of Perella Weinberg Partners to any personnel of the Adviser, whether in connection with a Client’s activities or other activities of the Adviser or of affiliates of Perella Weinberg Partners (or otherwise), could result in restrictions on transactions in investments or securities on behalf of the Adviser’s Client, affect the prices of its investments or the ability of the Adviser to make, retain or dispose of such investments on behalf of a Client, or otherwise create conflicts of interest for a Client, any of which could adversely affect the Adviser’s ability to conduct a Client’s business and thus the return to the Client or its investors. In order to avoid potential conflicts of interest and protect the integrity of confidential information, the Adviser has adopted policies and procedures designed to ensure that its personnel properly safeguard any confidential information provided by Clients, investors and other persons (including the aforementioned affiliates of Perella Weinberg Partners). There may be certain cases where the Adviser may be restricted from effecting purchases and/or sales of financial instruments or investments on behalf of Clients. For example, if the Adviser invests in the debt securities of an issuer on behalf of a Client, the Adviser may have access to material non-public or other confidential information and may be restricted. (Additionally, there may be other instances where the Adviser does not receive material non-public or other confidential information but may be contractually or otherwise restricted by the issuer or its agent, from investing in other investments of the same issuer or other parties.) At times, the Adviser, in an effort to avoid restrictions for a Client may elect not to receive material non- public or other confidential information, which may be relevant to a Client’s portfolio, that other market participants are eligible to receive or have received, or may seek to retain a party, at the Client’s expense, that could review material non-public or other confidential information in seeking to ensure that the Adviser and its Clients obtain certain benefits without becoming subject to restrictions resulting from the receipt of material non-public or other confidential information. Management of Multiple Clients and Investments in Affiliated Funds. The Adviser and its affiliates sponsor or manage multiple Funds and Managed Accounts, some of which have objectives that are similar to, or which overlap with, those of other Clients. In general, a Client that is sponsored or managed by the Adviser or its affiliates may invest in the same issuers in which other Clients may invest. The Adviser may also sponsor Funds or advise Clients that provide financing to portfolio companies in or through which certain Clients invest. Such activities raise potential conflicts of interest, including the determination of whether and to what DOC ID - 31499647.18 76 extent investment opportunities should be allocated among Clients. Further, a Client’s investments may include investments in vehicles that are directly or indirectly affiliated with the Adviser, such as the Funds. Please see Item 6 for a further discussion of the management of multiple Clients and investments in Affiliated Funds and Items 6 and 12 for a discussion of allocation of investment opportunities among Clients. Independent Relationship With The External Managers. The Adviser and/or its affiliates may enter into contractual arrangements and/or relationships with the External Managers unrelated to the advice regarding the Externally Managed Vehicles that the Adviser and/or its affiliates is providing to Clients. Pursuant to such contractual arrangements and/or relationships, the Adviser and/or its affiliates may provide advice to the External Managers that differs from the advice provided to Clients, and in some cases may recommend actions that are not in the best interests of, or are materially adverse to, Clients. Such contractual arrangements and/or relationships may result in a conflict of interest with regard to advice the Adviser and/or its affiliates provide in respect of the Externally Managed Vehicles. Investments, Directorships or Similar Roles with Issuers. Officers, members, partners, affiliates and employees of the Adviser, Perella Weinberg Partners and their respective affiliates may make personal investments in certain issuers or serve as directors or officers of certain issuers in which a Client invests and, in those capacities, may be required to make decisions that they consider to be in the best interests of their investments or such companies. In certain circumstances, for example, in situations involving the bankruptcy or near-insolvency of a company, actions that may be in the best interest of the issuer or in connection with a personal investment may not be in the best interest of a Client, or actions that may be ultimately found to be in the best interest of a Client may not be in the best interest of the issuer or in connection with a personal investment. In these situations, there may be conflicts between an individual’s duties as an officer, affiliate or employee of the Adviser or Perella Weinberg Partners or their respective affiliates and such individual’s personal investments or duties as a director or officer of the issuer. Restrictions Arising under the Securities or Other Laws or Agreements. The activities of affiliates of Perella Weinberg Partners (including, without limitation, the holding of investment positions or having one of its personnel on the board of directors of a company or as its officer or otherwise) could result in securities law or other restrictions on transactions in investments held by the Adviser’s Client, affect the prices of the Adviser’s Client’s investments or the ability of the Adviser’s Client to purchase, retain or dispose of such investments, or otherwise create conflicts of interest for the Adviser’s Client, any of which could have a material adverse impact on the performance of the Adviser’s Client and thus the return to the Adviser’s Client’s investors. Possible Future Activities. As the operations of the affiliates of Perella Weinberg Partners are relatively new, it is expected that such affiliates will expand the range of services that they provide over time. The affiliates of Perella Weinberg Partners will not be, and are not, restricted in the scope of their respective businesses or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein, in a Fund’s relevant offering memoranda or any other documents. The affiliates of Perella Weinberg Partners have, and will DOC ID - 31499647.18 77 continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by a Client of the Adviser. These clients may themselves represent appropriate investment opportunities for a Client of the Adviser or may compete with a Client of the Adviser for investment opportunities. Related Party Transactions. The Adviser may, if it deems appropriate, select one or more persons who are not affiliated with the Adviser to serve on a committee, the purpose of which is to consider and, on behalf of investors in certain Clients, approve or disapprove, to the extent and in the manner required by applicable law, principal transactions or certain other related party transactions, including approvals required under the Advisers Act (including Section 206(3)). Any approval of such committee of a decision, transaction or other matter will generally be binding upon a Client and upon each of the Client’s investors, as well as upon any intermediate investment vehicles, and master funds and each investor in any such vehicles. The Adviser will generally cause a Client to reimburse members of the committee for their out-of-pocket expenses and to indemnify them to the maximum extent permitted by law. Further, the Adviser and its affiliates may from time to time invest their own assets in securities or instruments in which the Adviser may determine to invest a Client’s assets. The Adviser and its affiliates may buy, sell, or hold securities or other investments for their own accounts while making different investment decisions, where applicable, for a Client. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Certain investments made by the Adviser and its affiliates may be suitable or appropriate for a Client but may not necessarily be shown, made available or allocated to such Client. Affiliates of the Adviser that are invested in Clients (“Affiliated Investors”), as well as other partners and investors, may invest, directly and indirectly, in certain, but not all, of the Funds or other Clients advised by the Adviser on terms that likely will be more advantageous to those offered to other investors or Clients. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Such Affiliated Investors and/or other partners and investors and other accounts may not be required to keep any minimum investment in any of the Funds or other Clients managed by the Adviser or may not be subject to lock-up or notice periods. The investment of such affiliates and other accounts may constitute a significant portion of the interests of a Fund or other Client, which may create a further conflict and may pose a risk to the Funds or other Client in the event of a significant withdrawal or redemption. Valuation. The assets and liabilities of the Adviser’s Clients will be valued in accordance with the Adviser’s valuation policy, which seeks to fairly and accurately value investments based on approved methodologies in accordance with U.S. Generally Accepted Accounting Principles, except as otherwise described herein or in any offering or other document. The Adviser’s Clients and investors should be aware that there is a conflict of interest to the extent that the Adviser or an affiliated entity is performing valuations for the Adviser’s Clients, including, among others, when the Adviser is expected to receive management fees and performance-based compensation based on such valuations. Diverse Investors. The direct and indirect investors in Clients are expected to include persons or entities organized in various jurisdictions, which may have conflicting investment, tax and other DOC ID - 31499647.18 78 interests. As a result, conflicts of interest may arise in connection with decisions made by the Adviser that may be more beneficial for one type of investor over other types of investors, especially with respect to investors’ liquidity rights, individual tax situations (including with respect to the nature or structuring of investments) and other preferential terms. In making decisions, the Adviser intends to consider the investment objectives of each Client as a whole, and not necessarily of the investment objectives of any investor individually. To avoid potential conflicts, including those described above, personal investment transactions by partners, members, officers and employees of the Adviser and its controlled affiliates are subject to the policies and procedures set out in the Adviser’s Manual of Compliance Policies and Procedures and Code of Ethics, Perella Weinberg Partners’ Global Code of Business Ethics and Conduct and Perella Weinberg Partners’ Personal Trading Accounts Policy (together, the “Ethics Code”), which are designed to mitigate conflicts of interest and to detect and prevent misuse of material non-public or inside information. In addition to various trading restrictions, the Adviser’s personnel’s personal investment transactions are monitored and in some cases pre- cleared by the Adviser’s Law and Compliance Department. In addition, the Adviser determines whether and to what extent investment opportunities should be allocated among Clients on a basis it believes to be fair and equitable over time and has adopted allocation policies designed to address potential conflicts of interest. The Adviser’s general policy is to allocate investment opportunities promptly and on a fair and equitable basis after consideration of the relevant circumstances. The Adviser follows a number of broad allocation models which are subject to change from time to time. Generally speaking, the allocation models follow formulas that are aimed at balancing Client portfolios or complying with specific portfolio management instructions. Although the Adviser generally seeks to allocate investment opportunities on a pro rata basis based on the size of each Client account, the selection of an allocation model may alter such an allocation based upon relevant circumstances including, without limitation: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and cash flow considerations; portfolio liquidity; duration and/or time horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; and other criteria believed to be relevant by the Adviser. Additionally, the Adviser may consider if a Client is in its investment period or ramp-up phase or it has received a capital infusion or withdrawal request (including Funds with substantial investments by affiliates of the Adviser), preference may be given to that Client so that it reaches its desired position quickly. The foregoing list of conflicts of interest does not purport to be a complete enumeration or explanation of the conflicts involved in an investment with, or managed by, the Adviser. To the extent that prospective investors would benefit from an independent review, such benefit is not available through the Adviser or any of its affiliates. In addition, as the Adviser’s investment programs and Clients develop and change over time, a Client may be subject to additional and different conflicts. The Adviser or related persons act as general partners and managing members of Private Funds and as advisor or sub-advisor to Registered Funds that may invest in U.S. and foreign equity, debt and associated derivatives of companies operating in a wide range of industries, convertible DOC ID - 31499647.18 79 securities, commodity futures, options and warrants, foreign currencies, MLPs, royalty trusts and sovereign fixed-income securities, and may engage in leverage transactions and utilize derivatives. Such Funds may be stand-alone funds, funds-of-funds, or Funds that invest through a master-feeder fund structure. The applicable offering or other documents of each Fund generally sets forth the types of investments in which such Fund may invest. It is anticipated that the Adviser or related persons will act as general partners or managing members of additional Clients in the future. Several of the senior officers of the Adviser, are also executive officers of the Adviser’s parent, Perella Weinberg Partners, as well as other affiliates of the Adviser, and may spend a substantial amount of time on Perella Weinberg Partners’ business or the business of other affiliates of the Adviser. Co-Investments. The Adviser and its affiliates may, from time to time, offer to one or more investors in/beneficial owners of Clients and/or other third-party investors the opportunity to co- invest with a Client in particular investments. The term “co-investment” opportunity also includes investment opportunities in the form of financing facilities relating to portfolio companies. The Adviser and its affiliates are not obligated to arrange co-investment opportunities, and no such investors or beneficial owners will be obligated to participate in such an opportunity. The Adviser and its affiliates have sole discretion as to the amount (if any) of a controlled co-investment opportunity that will be allocated to any such investors or beneficial owners (and in exercising such discretion, the Adviser may consider the following, non- exhaustive list of factors: (i) the ability of an investor to commit to invest in a short period of time, in light of the timing constraints applicable to the co-investment; (ii) the ability of an investor to commit to a significant portion of such opportunity; (iii) whether an investor is a strategic investor; (iv) the size of an investor commitment to or investment in a Client; (v) tax and regulatory considerations relevant to an investor and the particular co-investment opportunity etc.) and may allocate co-investment opportunities instead to third parties. If the Adviser determines that an investment opportunity is too large for Clients, the Adviser and its affiliates may, but will not be obligated to, make proprietary investments therein. The Adviser or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by other Clients. DOC ID - 31499647.18 80 please register to get more info
TRANSACTIONS AND PERSONAL TRADING
Potential or actual conflicts of interest may arise from time to time between the Adviser and its affiliates, on the one hand, and its Clients, on the other hand. The Adviser seeks to provide additional disclosure regarding conflicts of interest and associated risks to investors in the Funds in the respective offering or other documents of each Fund.
CODE OF ETHICS AND PERSONAL TRADING
The Adviser has adopted a Manual of Compliance Policies and Procedures and Code of Ethics, which also includes a Code of Ethics Under Rule 17j-1 under the 1940 Act (the “17j-1 Code”), and Perella Weinberg Partners (for itself and its controlled affiliates) has adopted a Global Code of Business Ethics and Conduct and a Personal Trading Accounts Policy (together, the “Ethics Code”). The Ethics Code is applicable to all of the Adviser’s partners, members, officers and employees (and certain advisers and consultants) (collectively referred to as “access persons”). The Ethics Code, which is designed to comply with Rule 204A-1 of the Advisers Act and Rule 17j-1 of the 1940 Act, establishes guidelines for professional conduct, to ensure that Adviser’s high ethical standards are maintained and to preclude circumstances that may lead to, or give the appearance of, conflicts of interest, insider trading or unethical business conduct. The Ethics Code addresses, among other things, the following issues: Standards of Business Conduct, including general fiduciary duties of Adviser’s personnel; Conflicts of Interest; Treatment of Confidential Information; Compliance with Federal Securities Laws; Prohibitions on Insider Trading; Personal Trading Accounts Policy; Prohibition on the acceptance or provision of certain gifts and entertainment that exceed Adviser’s policy standards; and Political Contributions. The Personal Trading Accounts Policy generally limits the extent to which access persons may acquire investments in individual companies (including initial public offerings), but permits an access person with a pre-existing investment in an individual company to sell such investment, provided such sale is pre-cleared. Access persons generally are required to also seek pre- clearance with respect to any investment in a private investment vehicle. Access persons under the 17j-1 Code are also required to seek pre-clearance with respect to any investment in an investment company registered under the 1940 Act as to which the Adviser acts as investment adviser or sub-advisor. In addition, certain investments that do not require pre-clearance are subject to a holding period. Each access person also is required to acknowledge that he or she has received, understands and has complied with the Ethics Code. These limitations and pre- clearance requirements may not apply to transactions in investments held in accounts over which the access person has no direct or indirect control. DOC ID - 31499647.18 81 In addition, the Ethics Code sets out the Adviser’s policies and procedures with respect to gifts and business entertainment received and provided by access persons. Compliance personnel approval of gifts and business entertainment provided or received by access persons may be required in certain instances. Law & Compliance will monitor compliance with the Ethics Code, review and, if applicable, revise the Ethics Code, to ensure compliance with applicable securities laws and regulations. A Client or prospective Client may obtain a copy of the Ethics Code by making a request in writing to the Chief Compliance Officer at Perella Weinberg Partners, 767 Fifth Avenue, New York, NY 10153.
PARTICIPATION IN CLIENT TRANSACTIONS
The Adviser may participate or have an interest in Client transactions in several ways: (1) as principal, the Adviser may buy securities and investments for itself from or sell securities and investments it owns to a Client; (2) the Adviser may recommend to a Client that the Client buy or sell securities and investment products in which the Adviser or a related person has some financial interest (such as, but not limited to, private investment funds); and (3) the Adviser may buy or sell for itself securities and investments that it also recommends to clients. The Adviser may engage in transactions in which it is not “acting as a broker” for purposes of Section 206(3) of the Advisers Act because the Adviser receives no compensation or other transaction-based fee, either directly or indirectly, from a cross trade between two of its Clients (an “Internal Cross Transaction”). For these Internal Cross Transactions, the Adviser may seek to use an independent pricing mechanism to value the investments involved in the Internal Cross Transaction. Internal Cross Transactions may involve situations in which, among others, one Client (or affiliate of a Client) makes or otherwise acquires an investment that is later sold to another Client. In such situations, the Client making the initial investment will bear the investment risk related to the investment if and until such time as an Internal Cross Transaction is effected with another Client. The Client making the initial investment may be paid interest or other compensation from the Client purchasing the investment in such circumstances if believed to be necessary and appropriate by the Adviser. There also may be instances in which one Client, due to administrative or other reasons, agrees to make an investment on behalf of another Client. In such instances, the Client making the initial investment may be paid interest or other compensation, as applicable or deemed appropriate, from the Client purchasing the investment in such circumstances. The Adviser may also effect “agency cross transactions” in which an affiliated broker-dealer acts as agent for either the buyer or seller in the transaction. We will only trade with an affiliated broker-dealer on behalf of a Client on an agency cross basis when the Client has consented to our effecting such transactions or when no commission is charged on either side of the transaction. Any agency cross transaction will be effected in compliance with applicable law, as well as policies and procedures we have designed to prevent and disclose potential conflicts of interest. The affiliated broker-dealer may receive a commission from the seller and/or the buyer when it executes transactions on an agency cross basis and under certain conditions. DOC ID - 31499647.18 82 The Adviser may execute trades for its own account in securities or other investments that it also recommends to Clients (“Principal Transactions”). Any such Principal Transactions would be done in accordance with Section 206(3) of the Advisers Act, the Adviser’s “Principal and Internal Cross Trade Policies and Procedures,” and as disclosed to investors in the applicable offering or other documents for such Clients. The Adviser may select unaffiliated persons and/or investors, at its discretion, to serve on a committee, the purpose of which would be to approve or disapprove of certain related party or other transactions on behalf of investors in a Client. The Adviser’s affiliates also expect to invest in the Funds from time-to-time. Further, the Adviser and its affiliates may from time to time invest their own assets in securities or other investments in which the Adviser may determine to invest a Client’s assets. The Adviser and its affiliates may buy, sell, or hold securities or other investments for their own accounts while making different investment decisions, where applicable, for a Client. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Certain investments made by the Adviser and its affiliates may be suitable or appropriate for a Client but may not necessarily be shown, made available or allocated to such Client. Affiliated Investors, as well as other partners and investors, may invest, directly and indirectly, in certain, but not all, of the Clients advised by the Adviser on terms and conditions that may be more advantageous to those offered to other investors. It is expected that, if such investments are made, the size and nature of these investments will vary over time. Such Affiliated Investors and/or other partners and investors and other accounts may not be required to keep any minimum investment in any of the Clients managed by the Adviser; or may increase the amount of their respective investments or withdraw all or any portion of their respective investments pursuant to the terms of the relevant partnership agreement without notice to the other investors or may not be subject to lock-up or notice periods. Affiliated Investors may not be required to pay or bear any management fees or performance-based compensation or may by virtue of their respective roles or relationships at or with the Adviser have access to more information. The investment of such affiliates and other accounts may constitute a significant portion of the aggregate interests of a Client, which may create a further conflict and may pose a risk to the Client in the event of a significant withdrawal or redemption. The Adviser believes it has adopted standards in its policies and procedures to address these potential conflicts. As described in response to Item 10, the Adviser and its general partner are controlled by Perella Weinberg Partners, a privately-owned financial services firm. Various potential or actual conflicts of interest arise from the overall activities of Perella Weinberg Partners and its affiliates. Perella Weinberg Partners and its affiliates engage in a broad spectrum of activities, including, without limitation, corporate advisory services (which are provided by certain affiliates of Perella Weinberg Partners) and asset management services (which are provided by the Adviser and its affiliates). The Adviser’s Clients may benefit from these activities and the relationships that arise incidental to such activities, which could generate investment and other opportunities and wider industry expertise. However, situations could arise in which the activities of Perella Weinberg Partners or its affiliates conflict with the interests of the Adviser’s Clients and investors. It is possible that any of these conflicts could materially and adversely affect the Adviser’s ability to manage a Client and thus a Client’s or an investor’s return. Item 10 enumerates certain conflicts of interest that could arise by virtue of the activities of Perella Weinberg Partners and its affiliates. DOC ID - 31499647.18 83
OTHER RELATED CONFLICTS AND PRACTICES
Side Letters. The Adviser and/or its affiliates are typically authorized to enter into agreements with investors that have the effect of establishing rights under, or altering or supplementing the terms of, the applicable terms offered to other investors, including, without limitation, arrangements with respect to management fees, incentive fees/allocation, applicable withdrawal charges, the right to make withdrawals on a more frequent basis and the circumstances under which withdrawals may be required, the right to receive reports from the Client or the Adviser on a more frequent basis or to receive reports that include information not provided to other investors and the right to make co-investments with Client or other investment vehicles managed by the Adviser or its affiliates. Disclosure of Portfolio and Other Information. The Adviser sometimes provides portfolio holdings information to entities that have been retained by investors to evaluate portfolio risk. In addition, by virtue of certain of the Affiliated Investors’ relationship with the Adviser and its affiliates, certain Affiliated Investors may have access to more and better information than other investors and Clients, such as, but not limited to, portfolio risk, personnel and/or investment related information. The Adviser provides such information in its sole discretion, and reserve the right to cease providing information at any time. The Adviser makes reasonable efforts to preserve the confidentiality of the information it provides, such as by entering into non-disclosure agreements, but it cannot ensure that the entities to which it provides information will fulfill their confidentiality obligations. In the course of conducting due diligence, investors periodically request information pertaining to their investments, and pertaining to the Adviser and its affiliates. The Adviser may respond to these requests, and may provide information that is not generally made available to other investors. When the Adviser provides this information, it does so without an obligation to update any such information provided. Gifts and Entertainment; Political Contributions. Brokers, counterparties, service providers and other third parties with whom the Adviser does business occasionally provide gifts and entertainment to the Adviser’s partners and employees. The Adviser and its affiliates may enter into business transactions and relationships on behalf of a Client with such entities. Such gifts and entertainment create a conflict of interest in our selection and retention of these donors. To address this conflict, the Adviser has adopted policies and procedures to monitor gifts and entertainment received by its partners and political contributions that its partners and employees make to public officials and candidates for elected office. Financial Interests in Client Transactions. Portfolio companies may be counterparties or participants in agreements, transactions or other arrangements with the Adviser, its affiliates and/or its employees which may involve fees and/or payments to the Adviser and/or its affiliates. For example, Portfolio companies of the Funds may, from time to time, make discounts and other benefits available to the Adviser, its affiliates and/or its employees in connection with products or services offered by such companies. The Adviser has policies and procedures designed to prevent and disclose potential conflicts of interest associated with such discounts and benefits. DOC ID - 31499647.18 84 please register to get more info
The Adviser generally has authority to determine the investments to be bought or sold, the amount of investments to be bought or sold, the broker or dealer to be used and the commission rates paid. Any particular aspect of such authority will be agreed to pursuant to the provisions of the organizational and offering documents of the Funds and/or the investment management agreements of Clients.
The Adviser will seek to obtain “best execution” for Client transactions, which generally means the Adviser executes investment transactions in a manner such that a Client’s total costs or proceeds in each transaction are most favorable under the circumstances. The concept of “best execution” should not, and is not, determined by “lowest possible commission costs,” but by best “qualitative execution.” Consequently, brokers are selected primarily on the basis of their execution capability and trading expertise consistent with the effective execution of the transaction. The Adviser, in determining the broker or dealer to be used and the commission rates to be paid, considers, among other things: Quality of execution Reputation Financial strength and stability Block trading and block positioning capabilities Willingness and ability to execute difficult transactions Willingness and ability to commit capital (i.e., loss ratios) Access to underwritten offerings and secondary markets Ongoing reliability Overall cost of trade (including commissions, mark-ups, mark-downs, spreads, and other costs) Nature of the security and available market makers Desired timing of the transaction Desired size of the trade Confidentiality of trading activity Market intelligence Idea generation Availability of stocks to borrow Sourcing of investment opportunities by the broker and its affiliates Quality and timeliness of market information provided Provision of research or brokerage services Other similar services DOC ID - 31499647.18 85 Accordingly, the commissions charged by any such broker or dealer may be greater than the amount another firm might charge if the Adviser determines in good faith that the amount of such commissions is reasonable in relation to the value of the brokerage services and research information provided by such brokers or dealers. Investors should expect that securities transactions will generate a substantial amount of brokerage commissions and other costs, all of which is borne by the Client, and not the Adviser. In addition to using brokers as “agents” and paying resulting commissions, the Adviser sometimes causes Client accounts to buy or sell securities directly from or to dealers acting as principals at prices that include mark-ups or mark- downs, and may also cause Client accounts to buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Although Adviser may have an incentive to select or recommend a broker or dealer based on its interest in receiving the research or other products and services, Adviser seeks to obtain best execution and, consistent with the requirements of best execution, brokerage commissions may be directed to brokers, dealers or other parties, either directly or indirectly, in recognition of, among other things, investment research and information furnished as well as for services rendered in the execution of orders by such brokers, or dealers. By allocating transactions in this manner, the Adviser is able to supplement its research and analysis with the views and information of brokerage and other firms.
RESEARCH AND OTHER SOFT DOLLAR BENEFITS
The Adviser may enter into arrangements with broker-dealers that provide for the use of brokerage commission dollars to be used to generate soft dollar credits, which, in turn, can be used to pay or provide discounts for “soft dollar” items. Although the Adviser generally seeks to use such soft dollar credits to pay, or receive discounts, for items such as “brokerage and research services” that benefit the Adviser’s Client or Clients, as a whole, the Adviser also may use all or any portion of such credits to pay, or receive discounts, for items that benefit other Clients and itself. In such cases, additional brokerage costs incurred by the Adviser’s Client in connection with these arrangements may not, or not exclusively, benefit such Client. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) provides a safe harbor that allows investment managers with discretionary authority over client accounts to pay more than the lowest possible commission in order to obtain “brokerage and research services” without breaching their fiduciary duties to clients. The Adviser seeks to comply with the Section 28(e) safe harbor in connection with its soft dollar arrangements. Research services within the Section 28(e) safe harbor generally include, among other things, advice, analyses, reports, publications and writings that furnish advice as to the value of investments, the advisability of investing in, purchasing or selling investments, and the availability of investments, as well as analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts which the Adviser determines constitute advice, analysis or reports. Research services also may include, among other things, market data such as stock quotes, last sale prices, trading volumes and financial and economic data, pre-trade and post-trade analytics, software and other products that depend on market information to generate market research (including research on optimal execution venues and trading strategies), raw data which the Adviser can use to prepare its own research analytics, conferences and seminars related to research discussions, meetings with DOC ID - 31499647.18 86 corporate executives to obtain reports on, among other things, the performance of a company, publications targeted at a narrow audience, including, without limitation, publications which are directed to readers with specialized interests in particular products, industries or issuers, and software that provides analyses of investment portfolios. Research services and information may be in written, oral or electronic formats. Research services may be provided by third parties or may be proprietary to a broker or dealer. Brokerage services that meet a “temporal standard” are eligible under the Section 28(e) safe harbor. Under the “temporal standard,” brokerage begins when an investment manager communicates with a broker or dealer for the purpose of transmitting an order for execution and ends when funds or investments are delivered or credited to the advised client. Using this standard, the following items are, without limitation, examples of eligible brokerage services: clearance, settlement and custody services in connection with trades effected by the broker or dealer, post-trade services incidental to executing a transaction, comparison services that are required by SEC or self-regulatory organization rules, such as the use of electronic confirmation and affirmation of institutional trades, communications services related to execution, clearing and settlement of investment transactions, trading software to route orders to market centers, software that provides algorithmic trading strategies and software used to transmit orders to direct market access systems. If an expense relates to “mixed-use” services or products that include functions that would generally qualify for soft dollar payment or discount under the Adviser’s policy stated above as well as has functions that the Adviser intends to use that do not so qualify, the Adviser will seek to make a good faith allocation of the cost or discount between qualifying and non-qualifying functions to determine the portion that may be paid or discounted with soft dollars credits. The allocation process will attempt to take into account the principal functions or benefits of the services and products involved, but will not attempt to measure de minimis or occasional non- qualified usage. Consequently, it is possible that payments by, or discounts as a result of, a Client relating to mixed-use services or products could inure to the benefit of the Adviser, but it is not expected that the amount of such payments would be material. In certain circumstances and for certain strategies, the Adviser may retain managers unaffiliated with Perella Weinberg Partners (the “Unaffiliated External Managers”) to provide investment management services to its Clients through separate or other accounts and issuers in which a Client invests. The Adviser may request, in instances in which it retains Unaffiliated External Managers to provide investment management services to separate accounts, that such Unaffiliated External Managers seek to direct up to a certain percentage of their brokerage transactions for such separate accounts to brokers and dealers with which Perella Weinberg Partners has, or is seeking to establish, soft dollar arrangements, when consistent with such Unaffiliated External Manager’s fiduciary and best execution obligations under applicable law. In such instances, the separate accounts may pay more than the lowest possible commissions to participate in these soft dollar arrangements. Unaffiliated External Managers may have their own soft dollar arrangements with broker-dealers that result in their clients, which for these purposes include the separate or other accounts with Client assets, paying more than the lowest possible commissions. In such instances, these DOC ID - 31499647.18 87 Unaffiliated External Managers and their other clients may receive benefits that stem from brokerage transactions conducted for the separate or other accounts. The Adviser intends to review offering memoranda of issuers in which a Client invests and, as appropriate, other documents relating to the soft dollar arrangements of Unaffiliated External Managers in connection with its determination of whether to invest in such issuers or with such Unaffiliated External Managers. We note, however, that such offering memoranda and other documents may not fully disclose the soft dollar arrangements of Unaffiliated External Managers. Unaffiliated External Managers may be using the soft dollar credits to pay for items that fall outside the scope of Section 28(e) of the Exchange Act. These other items may include, without limitation, office space, facilities and equipment; administrative and accounting support; supplies and stationery; telephone lines, equipment and other items that might otherwise be treated as expenses of such Unaffiliated External Managers. To the extent an Unaffiliated External Manager utilizes commissions to obtain soft dollar credits that would otherwise be an expense of the Unaffiliated External Manager, such use of these credits in effect constitutes additional compensation to the Unaffiliated External Manager. Finally, since commission rates are generally negotiable, selecting brokers and dealers on the basis of considerations that are not limited to applicable commission rates may result in higher transaction costs than would otherwise be obtainable.
BROKERAGE FOR CLIENT REFERRALS
Please refer to Item 14 below regarding the Adviser’s brokerage practices with respect to capital introduction events sponsored by broker-dealers.
The Adviser permits Clients that invest through Managed Accounts to select their own counterparties and direct the Adviser to execute transactions through a specified broker-dealer or broker-dealers. However, when acting pursuant to these instructions the Adviser may be unable to achieve most favorable execution, which can result in additional costs and expenses for the Client. For example, Clients may pay higher brokerage commissions and may receive a less favorable price when buying or selling if they cannot participate in an aggregated trade along with other Client orders executed through broker-dealers that we selected. The Adviser does not currently have any directed brokerage arrangements with Clients, although the Adviser may enter into such arrangements in the future.
TRADE AGGREGATION AND ALLOCATION PRACTICES
The Adviser may seek to combine orders for Clients. While the Adviser generally believes combining orders will be advantageous to participants, in some cases the price could be less advantageous to one Client account than if orders had not been combined. When the Adviser combines orders for Clients, the Adviser generally will seek to allocate the investments on a fair and equitable basis over time among the Clients based on, among other things, the following factors with respect to the Clients: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and DOC ID - 31499647.18 88 cash flow considerations; portfolio liquidity; duration and/or time horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; the amount of assets then available under management for investment; whether the investment is an initial public offering or follow-on offering; and other criteria believed to be relevant by the Adviser. The Adviser will seek to prevent any Client from being systematically disadvantaged by aggregation and allocation of orders. The Adviser determines whether and to what extent investment opportunities should be allocated among Clients on a basis it believes is fair and equitable over time. The Adviser’s general policy is to allocate investment opportunities promptly and on a fair and equitable basis after consideration of the relevant circumstances. The Adviser follows a number of broad allocation models which are subject to change from time to time. Generally speaking, the allocation models follow formulas that are aimed at balancing Client portfolios or complying with specific portfolio management instructions. Although the Adviser generally seeks to allocate investment opportunities on a pro rata basis based on the size of each Client account, the selection of an allocation model may alter such an allocation based upon relevant circumstances including, without limitation: the investment objectives, strategies and restrictions; portfolio and risk management strategies; tax, legal, regulatory and other considerations; asset levels and cash flow considerations; portfolio liquidity; duration and/or time horizon profile; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; and other criteria believed to be relevant by the Adviser. Additionally, the Adviser may consider if a Client is in its investment period or ramp- up phase or it has received a capital infusion or withdrawal request (including Funds with substantial investments by affiliates of the Adviser), preference may be given to that Client so that it reaches its desired position quickly. In addition, the Adviser has adopted specific allocation policies and procedures for certain types of investment opportunities, including co-investment opportunities, initial public offerings, follow-on offerings and certain investment opportunities that have been sourced by, or offered to, the Adviser’s investment team responsible for its asset-based value products, each of which is aimed at ensuring the allocation of such investment opportunities is made on a fair and equitable basis over time among the applicable Clients. Notwithstanding the foregoing, there can be no assurance that certain allocation decisions will not directly or indirectly adversely affect the Adviser’s Clients, even if such decisions are made in good faith. Allocations are subject to a significant degree of discretion exercised by the Affiliated Investors, including the Adviser, including, but not limited to, in connection with rebalancings, investing in new, different or additional investment strategies and in connection with admissions and withdrawals of investors to and from various Funds. Even allocations designed to mitigate conflicts do not eliminate the possibility that an allocation of assets will not adversely affect the Adviser’s Clients. The Adviser and its affiliates may face conflicts of interest in determining whether to allocate assets of affiliates and/or Clients or investors among various Clients, including, by way of example and not limitation, circumstances that could be construed in hindsight or otherwise, regardless of intent or innocent purpose, as: DOC ID - 31499647.18 89 benefits being conferred upon one Client to the detriment of another Client (e.g., a decision to allocate a Fund investment opportunity to co-investors being construed to benefit such co-investors to the detriment of the Fund or increasing the allocation of assets of a multi- strategy fund to one Client, and correspondingly, decreasing the assets allocated to other Clients, in anticipation of a potential liquidity shortfall, to otherwise manage the liquidity of a Client or to make reserves for liabilities that may be incurred by such Client); benefits being conferred upon other Funds to the detriment of the Adviser’s Client (e.g., reducing a multi-strategy fund’s allocation to the Adviser’s Client prior to the announcement of a departure of an important member of the Adviser or prior to the realization of a substantial loss from any given investment); or benefits being directly or indirectly conferred upon certain Adviser affiliated investors to the detriment of a Client (e.g., partners or Perella Weinberg Partners indirectly receive fee income and performance-based compensation from Clients, and thus, depending on the fee structure charged by Clients, might be construed as being motivated to make any and all investment decisions to maximize their own pecuniary interests, as opposed to maximize returns of each Client). Certain of the investment professionals may be responsible for managing only certain Client accounts. From time to time an investment professional may generate or receive an investment idea or opportunity through his or her own efforts or sources (e.g., a private investment or an investment idea or opportunity not received by the Adviser generally or generated by or with other personnel of the Adviser or its affiliates). In such cases, the investment professional may, but will not necessarily, share the investment idea or opportunity with other investment professionals of the Adviser or with professionals responsible for other Client accounts. There can be no assurance that investment professionals will communicate all investment ideas or strategies to all of the Adviser’s investment professionals or that such ideas or strategies will be implemented, in whole or in part, by all investment professionals on any basis. The Adviser will only allocate appreciation and depreciation from “new issues,” as defined under Rule 5130 of the Financial Industry Regulatory Authority, as amended, supplemented and interpreted from time to time, and other restricted investments, to investors in a Fund and to Managed Accounts in which beneficial owners are eligible to participate therein.
It is the Adviser’s policy that due care be taken with respect to the purchase and sale of investments on behalf of its Clients. This includes seeking to avoid trade errors. Nevertheless, the Adviser may, from time-to-time, make trade errors in managing Client accounts. Trade errors are not errors in judgment, strategy, market analysis, economic outlook, etc., but rather errors in connection with the purchase and sale of securities that the Adviser has determined (rightly or wrongly) to purchase or sell for a Client. Examples of trade errors include buying 10,000 shares of an issue rather than the 1,000 that was intended; or taking a long rather than the intended short position in a particular issue. Trade errors can result from clerical mistakes, miscommunications between the Adviser’s personnel and other reasons. Trade errors are not the function of poor strategies, inaccurate valuation models, economic expectations, missed opportunities, undue DOC ID - 31499647.18 90 speculation, unauthorized trades or the like, but rather of the incorrect implementation of specific purchases or sales which the Adviser had decided to make. The Adviser determines whether to have the costs arising from trade errors borne by a Client or the Adviser by applying the same standard of liability that would apply to any other action or omission by the Adviser in the course of such management under the applicable Client agreement. Trade errors are evaluated on a case- by-case basis. For certain clients (such as Private Funds), the applicable standard of liability is generally gross negligence, willful misconduct or fraud. For other Clients (such as, for e.g., Registered Funds and Managed Accounts that are subject to ERISA), the applicable standard of liability is ordinary negligence. The Adviser will seek to reverse trade errors that result in losses for any Clients; to the extent that the trade error is the result of a breach of the applicable standard of liability, the Adviser will bear such losses in the event of such breach. Notwithstanding the foregoing, if the Adviser manages more than one Client side-by-side as part of the same strategy and the applicable standard of liability for any Client in such strategy is ordinary negligence, then the Adviser will seek to reverse the errors that result in losses for any Client in such strategy (regardless of the standard of liability under the applicable Client agreement) and will be responsible to make any affected Client in such strategy whole. A Client’s account is considered by the Adviser to be side-by-side as part of the same strategy with another Client if all of the following characteristics of each Client’s portfolio are applicable:
• Same portfolio manager, investment strategy, investment guidelines and restrictions, securities traded, and regulatory restrictions.
• Stated pari passu treatment with other Client(s) in the applicable agreement. The Adviser itself determines in good faith whether or not a given trade error is required to be reimbursed under the general liability and exculpation standards applicable to a particular Client. The Adviser has a conflict of interest in determining whether a trade error has occurred, as well as whether the costs of such trade error should be for the account of the Client or the Adviser. Trade error costs can be significant — including market losses resulting from the position incorrectly acquired as well as the additional brokerage costs of closing out or reversing the error. The opportunity cost (lost profits) of not having made the trade intended to be made is not considered a trade error cost. Any gains recognized on trade errors will be for the benefit of the Client; none will be retained by the Adviser.
As described in Item 11, the Adviser may effect cross transactions between Client accounts, if permitted by applicable law. In a cross transaction, one Client account will purchase securities held by another Client account. “Inadvertent” cross transactions may also occur when trades cross in the market. For example, when the Adviser periodically rebalances Client accounts, certain accounts may sell securities into the market at the same time that other accounts are purchasing the same securities in the market, resulting in an inadvertent or “deemed” market cross. DOC ID - 31499647.18 91
INVESTMENT BY AND IN BROKER-DEALERS
The Adviser permits affiliates of broker-dealers that are selected to effect portfolio transactions for Clients, including the Private Funds, to invest in the Private Funds. The Adviser may also establish separately managed accounts for affiliates of broker-dealers. These relationships may create a conflict of interest because there is a risk that we may select a broker-dealer to perform commission-earning services for the Clients as a result of the broker-dealer’s (or its affiliate’s) Client accounts and investments in the Private Funds. As described above, our selection of broker-dealers is based on a variety of factors and we do not consider the investment of assets with us in selecting brokers for Client execution purposes. Nonetheless, a potential conflict of interest exists. In addition, the Adviser may invest Client accounts in common stock of broker-dealers (or their affiliates) through which Client brokerage is executed. The Adviser makes these investments in the exercise of its investment discretion, when it believes the investment is beneficial to its Clients. The Adviser does not have any pre-arrangement or understanding with any broker- dealer that an investment in the broker-dealer’s (or its affiliate’s) publicly-traded stock is in recompense for business or other services such broker-dealer provides to the Adviser and its Clients.
COMPLEX INSTITUTIONAL RELATIONSHIPS
The Adviser has a number of relationships, as disclosed above and elsewhere in this Brochure, with prime brokers and other counterparties. For example, some counterparties have established platforms to allow some of their own clients and customers to invest in the Private Funds through feeder funds. A potential conflict of interest exists to the extent that Perella Weinberg Partners and its affiliates have multiple relationships, involving a variety of transactional work with the same or related entities. The Adviser’s relationships with counterparties and other service providers are dynamic and evolve over time. In addition, the Adviser or its affiliates may use the services of a bank for Client or corporate banking purposes and also assist individual partners and/or employees in securing loans from such bank for purposes of investing in the Private Funds. While such arrangements may be common, and simplifies the number of banking relationships the Adviser or its affiliates need to manage, such arrangements present a potential conflict whereby the Client or corporate banking relationship could be used to secure a benefit for the Adviser’s or its affiliate’s partners and/or employees in the form of preferential loan terms or services. The Adviser has policies and procedures in place designed to prevent and disclose these potential conflicts of interests. DOC ID - 31499647.18 92 please register to get more info
The Adviser monitors Clients’ portfolios and certain risks associated with such portfolios. Each Client portfolio is maintained, supervised and reviewed on a regular basis by the Client’s respective portfolio manager and investment team (including partners and analysts) (the “Investment Professionals”) and also benefits from the resources of the Adviser, including risk, compliance, finance, operations, technology, legal and marketing resources. Investment Professionals and other professionals (e.g., risk management professionals) participate in reviews. In addition to regular monitoring, factors that may trigger a special review include, but are not limited to: changes in market, economic, or legal or regulatory conditions, changes in information or other factors regarding a particular investment, purchase and sales of investments, and other similar developments and events. General reviews usually involve consideration of investments held, the percentage of assets in various types of asset classes, industry or sector concentrations and the relative and absolute performance of each Client. With respect to the Private Funds, each investor generally should expect to receive annual audited financial statements of the applicable Private Fund. In addition, investors in these Private Funds generally will receive their transaction confirmations, monthly or quarterly account summaries (as applicable), and other fund-related information that is shared with all investors. With respect to each Registered Fund, the Adviser provides the primary adviser to such Registered Fund and the members of its Board of Trustees the reports agreed between such parties and the Adviser. With respect to other Clients, the Adviser generally will provide such Clients with reports and statements, the content and frequency of which generally will be as agreed to by the Adviser and such Clients. DOC ID - 31499647.18 93 please register to get more info
The Adviser does not have any arrangements, oral or in writing, through which it is paid cash by or receives some economic benefit (including commissions, equipment or non-research services) from a non-Client in connection with giving advice to Clients. The Adviser and its affiliates may, however, compensate third parties, including brokers, dealers, placement agents and others, in connection with the solicitation of prospective Clients and investors. Such fees may be a percentage of such Client’s assets under management or a portion of the management fees and/or performance-based compensation earned by the Adviser (or its affiliates), or any other fee arrangement agreed to by the Adviser (or its affiliates) and such third party. To the extent applicable, such solicitation arrangements will seek to conform to Rule 206(4)-3 under the Advisers Act and, as applicable, appropriate provisions/guidance under The Employee Retirement Income Security Act of 1974, as amended. The Adviser may execute Client transactions with prime brokers that sponsor events, meetings or other communications between potential investors and the Adviser and its affiliates. These capital introduction services are provided incidental to other brokerage services. The Adviser and its affiliates are not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by prime brokers that provide necessary services to certain Clients and they may create the appearance of using the execution services of these broker-dealers in order to be invited to their capital introduction programs. The Adviser does not pay to participate in these programs and does not cause Clients to execute transactions or pay higher commissions or other transaction costs in connection with these programs or services (although Clients will not necessarily pay the lowest possible commission when executing transactions through these broker-dealers—please see Item 12 above for additional information). However, the Adviser does pay to attend certain conferences, seminars and other events that are attended by prospective investors, but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates may introduce the Adviser to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients. In addition, certain counterparties, including affiliates of broker-dealers, have established platforms to allow their clients and customers to invest in Clients through their own feeder funds. The Adviser pays a portion of the management fee to platform sponsors out of the fees the Adviser receives from the Client with respect to the assets invested through each respective platform. DOC ID - 31499647.18 94 please register to get more info
Securities and investment transactions for a Client generally are executed by brokers or dealers or other parties selected by the Adviser, in its sole discretion. Clients typically provide consent to the Adviser’s selection of such brokers, dealers and other parties under the terms of the investment management or other agreements with the Clients. Such brokers, dealers and other parties may, if qualified, serve as custodian for the assets of Clients (a “Custodian”). In the case of Private Funds, the Custodians are appointed by the Adviser. In the case of Managed Accounts, the applicable Investor typically appoints the Custodian. In the case of a Registered Fund, the Registered Fund appoints the Custodian. With respect to Private Funds, the Adviser may be deemed to have custody of Client assets pursuant to Rule 206(4)-2 promulgated under the Advisers Act. The Adviser seeks to satisfy the requirements of Rule 206(4)-2 with respect to Private Funds by engaging an independent public accountant registered with, and regularly examined by, the Public Company Accounting Oversight Board to conduct annual financial audits of such Private Funds prepared in accordance with U.S. Generally Accepted Accounting Principles and delivering the audited financial statements directly to investors in such Private Funds. The Adviser also may satisfy the requirements of Rule 206(4)-2 with respect to certain of its Private Funds by undergoing an annual surprise examination performed by an independent public accountant or some other appropriate method for confirming assets. With respect to Managed Accounts, the Adviser generally does not have possession of client funds or securities in the Managed Accounts or the ability to directly deduct fees. In such instances, the Adviser is not deemed to have custody with respect to such accounts for the purposes of Rule 206(4)-2. Investors in a Managed Account may receive account statements from the Custodian for the assets of the Managed Account. The Adviser urges you to carefully review such statements and compare such official custodial records to the account statements that we may provide to you. If the Adviser is deemed to have custody of client assets by means of having the authority to subscribe, redeem or transfer interests on behalf of its clients, pursuant to the underlying agreement of a Managed Account, then the Adviser will arrange for an independent public accountant to conduct a surprise verification of the assets over which the Adviser is deemed to have custody. The verification will be conducted at least once during each calendar year at a time that is irregular from year to year, and that is chosen by the accountant without prior notice to the Adviser. The surprise asset verification must also be conducted pursuant to a written agreement between the Adviser and the accountant that includes specific provisions regarding filings that the accountant will make with the SEC. The Chief Operating Officer of the Adviser will be responsible for overseeing the surprise asset verification process with respect to these assets. Our statements may vary from custodial statements based on accounting procedures, reporting dates, valuation methodologies of certain securities or other factors. DOC ID - 31499647.18 95 please register to get more info
The Adviser receives discretionary authority from Clients at the outset of an advisory relationship to select the identity and amount of investments to be bought or sold. Such authority is provided in Adviser’s advisory contract with each Client. Such discretion generally is exercised in a manner consistent with the stated investment objectives for the particular Client account. When selecting investments and determining amounts, Adviser seeks to observe the investment policies, limitations and restrictions of the Clients for which it provides advice. Sub-advisory services may be provided by the Adviser on a discretionary or non-discretionary basis. The Adviser may have discretionary authority to invest, reinvest or manage Client assets, including the authority to (i) direct transactions, (ii) provide instructions to exercise or abstain a right or privilege and (iii) negotiate contracts and agreements on behalf of the Client. A Client may provide the Adviser with certain allocation ranges for specific asset classes as well as place limitations in the form of investment restrictions and guidelines, such as in connection with risk tolerances, leverage limitations, liquidity considerations and diversification requirements. A Client also may restrict investments of certain types. A Client may require its designated agents to execute contracts, agreements or instruments of certain dollar amounts or ranges of amounts. For example, with respect to a Registered Fund for which the Adviser currently acts as sub- advisor, the Adviser generally is responsible for, among other things, (i) formulating and implementing a continuous investment program for the portfolio assets of the investment company and (ii) monitoring and day-to-day management of the Registered Fund’s investment activities. However, in its role as sub-advisor, the Adviser also consults with the adviser to such Registered Fund with respect to each investment recommendation, and the adviser to such Registered Fund, rather than the Adviser in its role as sub-advisor, is responsible for ensuring that investments comply with legal and regulatory requirements applicable to the Registered Fund under the 1940 Act and Subchapter M of the Internal Revenue Code. The Adviser may, in its sole discretion, enter into arrangements under which the investments held by its Clients are loaned to other parties in connection with investment lending and similar programs. The Adviser will enter into such arrangements when it believes that the terms and conditions are reasonable for such Client and expects the arrangement to provide a benefit for such Client. Relevant facts and circumstances, including the creditworthiness of the other party, will be considered in making decisions with respect to the lending of investments. DOC ID - 31499647.18 96 please register to get more info
The Adviser has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. The policies are believed to be consistent with Adviser’s fiduciary obligations in seeking to maximize long-term investment returns for Clients. The Adviser may enter into arrangements with Clients or other advisers pursuant to which such Clients or advisers have responsibility to vote proxies according to their own policies and procedures or wishes. For example, with respect to a Registered Fund for which the Adviser acts as sub-advisor, the adviser to such Registered Fund may be responsible for voting proxies. The Adviser also may enter into arrangements in which a Client directs the Adviser to vote proxies in a specific manner. The Adviser may engage a third party proxy voting service to vote proxies on behalf of Clients and in such case, the Adviser may, when it is believed to be in the best interest of Clients, adopt such third party’s proxy voting policies and guidelines; any cost of such third party proxy voting service may be borne by such Clients, as applicable. If engaged, unless the relevant portfolio manager’s standing instructions are to vote with the relevant issuer’s management, directors, general partners, managing members or trustees, the Adviser will generally vote with the advice of third party proxy voting service whose recommendations are intended to be in the best economic interest of investors. If a third party proxy voting service is not engaged or the relevant portfolio manager’s standing instructions are to vote with the relevant issuer’s management, directors, general partners, managing members or trustees, the Adviser will generally vote with the recommendation of the relevant issuer’s management, directors, general partners, managing members or trustees. Under certain circumstances, when it is believed to be in the best interest of Clients, the Adviser may vote in a manner that is contrary to the above general proxy voting principles and guidelines or may abstain from voting, subject to the conflicts procedures described below. Unless the Adviser has voted a proxy in accordance with the general proxy voting principles and guidelines above, the Chief Compliance Officer will review the proxy for any material conflicts of interest the proxy vote may present. This process includes a review of the relationship of the Firm and its affiliates with the issuer of the relevant security to determine if the issuer is a client of the Firm or one of its affiliates or if the Firm (including its officers and/or directors) has some other relationship with the issuer. In the event the Chief Compliance Officer cannot be certain the vote was taken in the investor’s best interests, he shall direct that the specific ballot item(s) not be cast. A Client may obtain a copy of the Adviser’s proxy policies and procedures, as well as the manner in which proxy votes have been cast on behalf of such Client during the prior annual period with respect to portfolio securities held by such Client, by making a request in writing to the Chief Compliance Officer at Perella Weinberg Partners, 767 Fifth Avenue, New York, NY 10153. DOC ID - 31499647.18 97 please register to get more info
The Adviser does not believe that it has any financial commitments that impair its ability to meet contractual commitments to Clients. please register to get more info
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