Lionstone Partners, formerly known as Lionstone Partners, Ltd., is an SEC-registered investment adviser and exempt commodity pool operator that commenced operations in October 2001. Lionstone Partners is wholly owned by Columbia Management Investment Advisers, LLC (“CMIA”), (formerly known as RiverSource Investment, LLC), which is a wholly-owned subsidiary of Ameriprise Financial, Inc. The executive team of Lionstone Partners includes Jane Page as the firm’s Chief Executive Officer, and the other executives of Lionstone Partners are Andrew Bruce, Dan Dubrowski, John Enerson, Sachin Grover, Andrew Lusk, Tom Paterson, Bryan Sanchez, and John Schaefer (collectively, with Jane Page, the “Lionstone Executives”).

This Brochure describes the investment advisory services offered by Lionstone Partners, LLC and the words “we,” “our,” “us,” “the firm”, “Lionstone” and similar words mean Lionstone Partners, LLC. We are providing this Brochure to persons who receive or who may receive investment advisory services from us in order to ensure compliance with the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Lionstone Partners and its affiliated investment advisers, Cash Flow Asset Management, L.P. (“CFAM”), Lionstone CFRE II Real Estate Advisory, LLC (“CFRE REA”), Lionstone LORE One Limited Partnership (“LORE One GP”), Lionstone CFRE II Real Estate Capital, L.P. (“CFRE Two GP”), Lionstone U.S. Land One GP, L.L.C. (“USL One GP”), Lionstone U.S. Land Two GP, L.L.C. (“USL Two GP”), Lionstone VA Four, L.P. (“LVA Four GP”), Lionstone VA Five, L.P. (“LVA Five GP”) and together with LORE One GP, CFO Two GP, CFRE One GP, CFRE Two GP, USL One GP and USL Two GP, the “General Partners”, and together with Lionstone Partners and CFAM and CFRE REA, collectively, the “Advisers”) provide investment advisory services to private investment funds and a managed account that focus on real estate and real estate-related transactions. In addition, Lionstone Partners provides investment management services pursuant to separate Management Agreements to (a) Houston BBP, L.P., a Delaware limited partnership, and its related feeder vehicles, alternative investment vehicles and special purposes entities (“Houston BBP”) and (b) Lionstone Commercial Real Estate Alpha Driver Partners, L.P. , and its related feeder vehicles, alternative investment vehicles and special purposes entities (“CREAD”). Each General Partner is registered under the Advisers Act pursuant to Lionstone Partners’ registration in accordance with SEC guidance and operates as a single LORE One GP, a Texas limited partnership, is the general partner of Lionstone Oregon Real Estate One, LP, a Texas limited partnership (formerly known as Lionstone Cash Flow Office One, L.P.) (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “LORE One”). CFRE Two GP, a Delaware limited partnership, is the general partner of Lionstone-Hermes Real Estate Venture, L.P., a Delaware limited partnership (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “LHREV”). USL One GP, a Delaware limited partnership, is the general partner of Lionstone U.S. Land One, L.P., a Delaware limited partnership (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “USL One”).

USL Two GP, a Delaware limited partnership, is the general partner of Lionstone U.S. Land Two, L.P., a Delaware limited partnership (together with any feeder vehicles, alternative investment vehicles and other special purpose entities, “USL Two”).

LVA Four GP, a Delaware limited partnership, is the general partner for Lionstone U.S. Value- Add Four, L.P., a Delaware limited partnership (together with any feeder vehicles, alternative investments vehicles and other special purpose entities, “LVA Four”).

LVA Five GP, a Delaware limited partnership, is the general partner for Lionstone U.S. Value- Add Five, L.P., a Delaware limited partnership (together with any feeder vehicles, alternative investments vehicles and other special purpose entities, “LVA Five”).

Each of the General Partners is managed by Jane Page, Andrew Bruce and John Enerson under the direction of Lionstone Partners. CMIA has the right to replace and remove the managers of each General Partner at any time.

Lionstone Partners (a) through its shared control of each General Partner, manages the business and affairs of LORE One, LHREV, USL One, USL Two, LVA Four, LVA Five, and (b) through Management Agreements, provides investment management services to Houston BBP and CREAD (formerly known as Lionstone Cash Flow Real Estate Partners, One, L.P.) (each, a “Fund,” collectively, the “Funds” and together with any future private investment fund managed by Lionstone Partners, the “Private Investment Funds”). The investors of the Funds (other than the General Partners), as applicable, are referred to herein as “Limited Partners” and together with the General Partners, the “Partners”. Lionstone also manages the business and affairs of CFAM and CFRE REA. The Funds invest through negotiated transactions in real estate assets, securities and operating entities (which, collectively, may be referred to herein as “portfolio companies”) in accordance with the investment criteria and limitations set forth in each Fund’s limited partnership agreement (“Limited Partnership Agreement”) or limited liability company agreement (“Limited Liability Company Agreement”). Lionstone Partners’ investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. From time to time, where such investments consist of portfolio companies or other entities, the senior principals or other personnel of Lionstone may serve on such entities’ respective boards of directors (or other governing body) or otherwise act to influence control over management of entities in which the Funds have invested. Lionstone’s advisory services are detailed in the applicable private placement memoranda and the supplements thereto (each, a “Private Placement Memorandum” and, collectively, the “Private Placement Memoranda”) and/or the Limited Partnership Agreement, Limited Liability Company Agreements or Investment Management Agreement of the Funds, as applicable, and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Private Investment Funds participate in the overall investment program for the applicable Private Investment Fund but may be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Limited Partnership Agreement. The Private Investment Funds or the Advisers may enter into side letters or other similar agreements with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant Limited Partnership Agreement or Limited Liability Company Agreement with respect to such investors.

Additionally, from time to time, the Advisers may provide (or agree to provide) certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Lionstone’s personnel and/or certain other persons associated with Lionstone (to the extent not prohibited by the applicable fund documentation), co- investment opportunities (including the opportunity to participate in co-invest vehicles) that will invest in certain investments alongside a Private Investment Fund. Such co-investments, if any, typically involve investment and disposal of interests in the applicable investment at the same time and on the same terms as the Private Investment Fund making the investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from a Private Investment Fund after such Private Investment Fund has consummated its investment (also known as a post-closing sell-down or transfer). Any such purchase from a Private Investment Fund by a co-investor or co-invest vehicle generally occurs shortly after the Private Investment Fund’s completion of the investment to avoid any changes in valuation of the investment, and the co-investor or co-invest vehicle may be charged interest on the purchase to compensate the relevant Private Investment Fund for the holding period, and generally will be required to reimburse the relevant Private Investment Fund for related costs.

As of December 31, 2019, the amount of client assets managed (reported as Regulatory Assets Under Management) on a discretionary basis was $4,876,843,794 and the amount of client assets managed on a non-discretionary basis was $141,143,459. please register to get more info

In general, Lionstone Partners receives a management fee (“Management Fee”) paid by the Funds in connection with advisory services it provides. These Management Fees are defined for each Fund and include fee structures based on a percentage of asset value, cash flow and/or invested or committed capital. In addition, Lionstone Partners or other Lionstone entities or affiliates receive additional compensation in connection with management and other services performed on behalf of the Funds, including fees in connection with the acquisition and disposition of certain investments. Although these fees are in addition to the Management Fees, such fees may offset in whole or in part the Management Fee otherwise payable to Lionstone Partners. In addition, Lionstone may receive compensation for management and other services performed in connection with co-investments made in portfolio companies of the Funds. Limited Partners in the Funds also bear certain fund expenses. Lionstone Partners does not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. In addition to the management fees and any carried interest allocation as described below, investors in the Funds will bear indirectly (to the extent not reimbursed by a portfolio company) the fees and expenses charged to the Funds. Those fees and expenses will vary by Fund, but typically will include, among other things: fees associated with the acquisition, holding and disposition of investments, broken deal expenses, financing, legal, auditing, consulting, and accounting fees and expenses, interest on fees and expenses arising out of all borrowings made by the Funds, and expenses of the Advisory Boards for the Funds and meetings of the Limited Partners.

The types of fees and expenses that will be charged to the Funds in relation to the acquisition, holding and disposition of investments, include, where contemplated by the applicable fund documentation, among other things: meals, entertainment, lodging and travel expenses (which may, on occasion, include the use of non-commercial planes, in which case the actual allocable cost of such chartered jet travel will be charged to the Funds in accordance with the applicable fund documentation). Furthermore, a portfolio company or other entity in which one or more Private Investment Funds may invest may reimburse Lionstone or service providers retained at Lionstone’s discretion for expenses (including without limitation travel expenses) incurred by Lionstone or such service providers in connection with its performance of services for such entity and these reimbursements may create conflicts of interest. However, as more fully described in Conflicts of Interest under METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS, Lionstone believes that the existence of certain factors help mitigate these conflicts.

In certain circumstances, Lionstone advances amounts related to the expenses of the Fund(s) and receives reimbursement from the Funds to which such expenses relate.

As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in investments alongside one or more Funds, subject to Lionstone’s related policies and the relevant fund documentation and/or side letter(s) or similar arrangements. Where a co-invest vehicle is formed, such entity will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co- investment was believed necessary in order to consummate such transaction, ultimately is not consummated, all fees and expenses, or other liabilities or obligations, incurred for transactions not consummated (“Broken Deal Expenses”) relating to such unconsummated transaction will be borne by the Fund(s), and not by any prospective co-investors, that were to have participated in such transaction. However, to the extent that such co-investors have already invested in a co- investment or other vehicle in connection with such transaction, such vehicle is expected to bear its share of such Broken Deal Expenses. Fees and compensation related to the Funds are detailed in the Limited Partnership Agreement, Limited Liability Company Agreement, or Investment Management Agreement of the Funds, as the case may be, and/or the Private Placement Memorandum of the relevant Fund. Investors should review all fees charged by Lionstone, its affiliates, and others to fully understand the total amount of fees to be paid by the Funds and, indirectly, their limited partners. please register to get more info

Lionstone Partners does not directly receive a carried interest allocation (“Carried Interest”) for its advisory services to the Funds. Rather, each of LORE One GP, CFO Two GP, CREAD GP, CFRE Two GP, USL One GP, USL Two GP, LVA Four GP, and LVA Five GP receive a Carried Interest from each of LORE One, CFO Two, LHREV, USL One, USL Two LVA Four, LVA Five, and certain Lionstone affiliates with respect to Houston BBP and CREAD, respectively, as more fully described in the Fund’s Limited Partnership Agreement, Limited Liability Company Agreement, or Investment Management Agreement of the Funds, as applicable. The Lionstone Executives are also investors in each of the foregoing Funds, indirectly through the General Partner of such Funds, and the Lionstone Executives, certain Lionstone employees and Lionstone affiliates may also participate in the Carried Interest of a Fund. The receipt of Carried Interest by Lionstone Partners’ affiliates may create an incentive for Lionstone to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such compensation. However, Lionstone seeks to treat all its clients in a fair and equitable manner over time and will act in a manner that it believes to be in the best interests of its clients. please register to get more info

Lionstone Partners provides investment advice to Private Investment Funds. Private Investment Funds may include investment partnerships or other investment entities formed under domestic laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended. The investors participating in Private Investment Funds may include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing plans, trusts, estates, endowments, charitable organizations, corporations or other business and investment entities and may include, directly or indirectly, employees of Lionstone Partners and its affiliates and members of their families and other service providers retained by Lionstone.

Lionstone Partners, through affiliated entities, also provides discretionary or non- discretionary advice to one or more managed accounts (“Accounts”) through an investment management agreement or similar arrangement (“Investment Management Agreement”) with respect to ownership of certain real estate properties and assets, as well as provide management services with respect to certain of such properties. Interests in each existing Fund were offered and sold solely to “accredited investors” as defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and other sophisticated and institutional investors. The Funds have only investors who are “qualified purchasers” as that term is defined under the U.S. Investment Company Act of 1940, as amended. please register to get more info

General
Lionstone specializes in researching, conceptualizing and executing national investment strategies based upon proprietary data and ideas. The primary emphasis of the firm is to seek to carefully identify and manage the risks inherent in real estate investing while producing attractive risk-adjusted returns through the Funds. The Advisers provide investment advisory services to the applicable Funds. As described below and in the applicable Limited Partnership Agreement, Limited Liability Company Agreement and Investment Management Agreement, each Fund has a unique investment methodology and strategy. There can be no assurance that the Advisers will achieve the investment objectives of each of the Funds and a loss of investment may be possible. Investment and Operating Strategies

The Funds typically pursue their investment strategies by investing through one or more limited partnerships, limited liability companies or other entities that, in turn, invest in the properties described below. Moreover, certain Accounts may also follow one or more of the following investment strategies.

Cash Flow Strategy The Cash Flow Strategy invests in office buildings, multi-family complexes and retail centers in areas close to amenities with good demographics and strong infrastructure. Increasingly, this strategy looks for real estate investments in a mixed-use environment. This strategy applies to LORE One, LHREV and CREAD and includes a development component (with a view towards a long-term hold).

Opportunistic Strategy The Opportunistic Strategy invests in (a) larger land tracts and sells smaller, more liquid tracts with multiple uses and a much broader acceptance at premium prices. Such strategy is applicable to USL One and USL Two; USL Two has been expanded to include a development component (the “USL Funds”) and/or (b) development projects as in the strategy of Houston BBP. Houston BBP was created to invest in a single, multi-use development project in Houston, Texas.

Environmental, Social, and Corporate Governance Factors Lionstone’s Environmental, Social, and Governance (“ESG”) program, referred to as LionShare (the “ESG Program”), places high importance on transparency through financial reporting and the communication of ESG strategy and objectives when considering investments for the Funds. Lionstone’s sustainability objectives are fully-integrated with financial objectives commencing with underwriting at acquisition and are reviewed as part of each asset’s annual budget. The ESG Program is comprised of three pillars: 1) environmental initiatives (including energy and water efficiency and intensities, waste management, renewable energy, greenhouse gas emissions, and green building certifications); 2) social initiatives (including stakeholder engagement with investors, property managers, employees, tenants, and community members); and 3) governance issues (including transparency and disclosure of ESG performance, ESG reduction targets and objectives). Lionstone’s assessment of ESG issues are an integral and ongoing part of all aspects of the investment management process.
Risks of Investment
Each Fund and its investors bear the risk of loss that the applicable Advisers’ investment strategy entails. Investors should review each Fund’s Private Placement Memoranda and each Fund’s Limited Partnership Agreement, Limited Liability Company Agreement or Investment Management Agreement, as applicable, for additional information regarding risks specific to each Fund. An investment in the Funds involves a high degree of risk and, therefore, should be undertaken only by qualified investors whose financial resources are sufficient to enable them to assume these risks and to bear the loss of all or part of their investment.

In general, the risks involved with the Adviser’s investment strategy and an investment in the Funds include the risks discussed below. The following risk factors should be considered carefully but are not meant to be an exhaustive listing of all potential risks associated with an investment in the Funds. Investors should consult with their own financial, legal and tax advisors prior to investing in the Funds.

General Real Estate Risks An investment in the Funds is subject to risks inherent in real estate investments generally. These risks include adverse consequences resulting from the availability of capital, lease-up risks, changes in the value of land and/or the improvements thereon, tenant defaults, changes in tax laws and accounting principles, lending regulations and reserve requirements, national and international events, energy supplies, the federal government’s economic and fiscal policies, interest rates, environmental, health and safety laws, handicapped and accessibility codes and requirements, trends towards corporate downsizing, job-sharing and telecommuting, competition with other properties, competition with non-real estate alternative investment opportunities in the capital markets, casualty and condemnation risks, acts of terrorism and acts of God. Insurance against certain risks, such as acts of terrorism, earthquakes, hurricanes or floods, may be unavailable, available at significantly increased cost, available in amounts that are less than the full market value or replacement costs of investment properties or subject to a large deductible. In addition, there is no assurance that particular risks that are currently insurable will continue to be insurable on an economically feasible basis. There is no assurance that the operations of the Funds will be profitable or that cash from operations will be available for distribution to Limited Partners. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuation and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of the real estate investments of the Funds. The marketability and value of the investments depends on many factors beyond the control of the Funds, including, without limitation, those enumerated above. There is no assurance that there will be a ready market for the Funds’ investments because investments in real estate generally are not liquid. General economic conditions in the United States and abroad, as well as conditions of domestic and international financial markets, may adversely affect operations of the Funds. Unemployment, inflation, local recessions or other economic events resulting in a reduction in the value of land and/or improvements thereon, a reduction, of income or the number of tenants of properties or the financial failure of one or more tenants of properties constituting investments of the Funds could have a material adverse effect on the value of such investments and consequently, the financial position of the Funds. Fluctuation in interest rates or other financial market volatility may restrict the availability of financing for future prospective purchasers of investments held by the Funds and could significantly reduce the value of such investments. Future Investments Unspecified The business of identifying, structuring and completing real estate transactions is highly competitive and involves a high degree of uncertainty. Furthermore, the availability of investment opportunities generally is subject to market conditions. In particular, in light of changes in such conditions, certain types of investments may not be available to the Funds on terms as attractive as those available in the past. In addition, the Funds may face increasing competition for attractive investments from existing and new real estate investors with similar investment objectives. Accordingly, the Funds may be unable to find a sufficient number of attractive opportunities that meet their investment objectives to invest fully their committed capital.

Lack of Current Distributions It is uncertain as to when profits, if any, will be realized by the Funds. Losses on unsuccessful investments may be realized before gains on successful investments are realized. Even if any of the Funds’ investments prove successful, they are unlikely to produce a realized return to Limited Partners for a period of several years. The return of capital and the realization of gains, if any, generally occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time by the Funds, it is not generally expected that this will occur for a number of years after the initial investment. Prior to such time, there may be no current return on the Funds’ investments. Furthermore, the expenses of operating the Funds (including any acquisition fees payable to the General Partner) may exceed their income, thereby requiring that the difference be paid from the Funds’ capital.

Speculative Nature of Investments The investments to be made by the Funds are speculative in nature and the possibility of partial or total loss of capital will exist. Limited Partners should not subscribe to or invest in a Fund unless they can readily bear the consequences of such loss. Limited Partners, as partners, will neither participate in decisions related to making investments nor personally evaluate economic, financial and other information used by management in the selection, monitoring and disposition of investments. Management has the authority and ability to identify and make investments consistent with the Partnership’s investment strategy.

Portfolio Concentration Although the General Partners intend to focus the investments on various real estate assets, there can be no assurance as to the degree of diversification that will actually be achieved in the investments. In addition, the Funds intend to focus on investments located in the U.S. The Funds’ portfolios may include a small number of investments, each with a significant portion of the Funds’ aggregate commitments invested. An adverse change in one or more of the investments or their tenant industries could have a material adverse effect on a Funds due to the concentrated nature of the Fund’s portfolio. Therefore, a material loss in any one investment will yield a return to the Limited Partners that may be lower than if the Fund had invested in a more diversified portfolio. Accordingly, general fluctuations in the demand for real estate assets could have a material adverse effect on the Fund’s financial results. Highly Competitive Market for Investment Opportunities The activity of identifying, completing and realizing attractive private equity real estate investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that the General Partners will be able to locate and complete investments which satisfy the Funds’ objectives, realize the value of these investments or fully invest the Limited Partners’ commitments. However, Limited Partners will be required to bear Management Fees through the Funds during the investment period based on commitments and other expenses as set forth in the applicable Limited Partnership Agreements. As a result of such competition, the Funds may have difficulty in making certain real estate investments or, alternatively, the Funds may be required to make investments on economic terms less favorable than anticipated. If a Fund fails to make new investments or makes investments on less favorable terms, the Fund’s financial condition and results of operations could be materially and adversely affected.

Risks Associated with Future Acquisitions Acquisitions involve a number of risks, including: the possibility that an affiliate or subsidiary of a Fund which makes an acquisition, as a successor owner, may be legally and financially responsible for liabilities of the prior owner’s assets; the possibility that a Fund may encounter unanticipated difficulties and expenditures relating to any acquired properties, including contingent liabilities; the possibility that a Fund pays more than the acquired investment or assets are worth and the additional expense associated with completing an acquisition and amortizing any acquired intangible assets. These risks and difficulties, if they materialize, could disrupt a Fund’s ongoing business, distract management, result in the loss of key personnel, increase expenses and otherwise have a material adverse effect on the Fund’s financial condition and results.

Investment in Land, New Development A Fund may acquire direct or indirect interests in undeveloped land or underdeveloped real property on such land or real property. To the extent that a Fund invests in such assets, it will be subject to the risks normally associated with such assets and development activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning, building, land use and other regulatory approvals, the cost and timely completion of construction (including risks beyond the control of the Fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Fund. Properties under development or properties acquired to be developed may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development which make such development less attractive than at the time it was commenced. Follow-On Investments Following the initial investment in a company or property, a Fund may be called upon to provide additional capital or have the opportunity to increase its investment in such company or property (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons). There is no assurance that the Fund will make follow-on investments or that the Fund will have sufficient capital to make all such investments. Any decision by the Fund not to make follow-on investments or its inability to make them may have a substantial negative impact on the company or property in need of such investment (including an event of default under applicable debt documents in the event an equity cure cannot be made).

Illiquidity A Partner investing in the Funds bears the risks of such investment for an extended and indefinite period of time. A Partner may be unable to liquidate its investment in the Funds prior to the termination of the Funds. The amount and timing of distributions, if any, a Partner receives from the Funds is uncertain. In addition, cash flow available for distribution during the terms of the Funds cannot be predicted. The Funds’ portfolio of assets are illiquid. Liquidity relates to the ability of the owner to dispose of assets readily and the price to be paid for them. Such illiquidity could prevent the sale by the Funds of assets at a time when it otherwise might be desirable to do so. These factors may have an adverse impact on the value of the Funds.

In addition, less marketable or illiquid assets may be more difficult to value due to the unavailability of reliable market quotations. The sale of less marketable assets may require more time and result in lower prices, due to higher brokerage charges and other selling expenses, than the sale of more marketable assets. Restrictions on Transferability The Limited Partnership Agreements impose numerous restrictions on a Limited Partner’s ability to transfer or otherwise dispose of its partnership interests. Limited Partners will be unable to sell, assign, or transfer all or a portion of their partnership interests without the prior written consent of the applicable General Partner, which may be granted under certain circumstances in accordance with the applicable Limited Partnership Agreement. The partnership interests have not been registered with the SEC under the Securities Act or under the securities laws of any states and were being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such state laws. The partnership interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and such applicable state securities laws, pursuant to registration or exemption therefrom. There is no public or other market for these securities. Therefore, investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Limited Partners will not have the right to require the registration of the partnership interests under the Securities Act. Valuations In most circumstances, a Fund’s investments will be presented in the financial statements on a “fair market value” basis as determined by its General Partner, or in other circumstances, by an independent appraiser. Given the nature of the investments, the valuation of the investments may be difficult. There may be a relative scarcity of market comparables on which to base the value of the Fund’s assets. As such, any such valuations could prove to be incorrect. Accordingly, Limited Partners will need to rely on the judgment of the General Partner (or such independent appraiser) for valuing and pricing the investments. In addition, less marketable or illiquid assets may be more difficult to value due to the unavailability of reliable market quotations. Unlike exchange-listed and other readily tradable securities, real estate assets generally cannot be marked to an established market. Instead, an appraisal or a valuation is only an estimate of value and is not a precise measure of realizable value. Real estate valuations are subject to numerous assumptions and limitations. Ultimate realization of the market value of a real estate asset depends to a great extent on economic and other conditions beyond the control of a Fund and its General Partner. Further, appraised or otherwise determined values do not necessarily represent the price at which a real estate investment would sell since market prices of real estate investments can only be determined by negotiation between a willing buyer and seller. Generally, appraisals will consider the financial aspects of a property, market transactions and the relative yield for an asset measured against alternative investments. Valuations of real properties should be considered only estimates of value and not measures of realizable value with respect to such properties. As a result, if a Fund were to liquidate a particular real estate investment, the realized value may be more or less than the appraised value or valuation of such asset. Broker charges and other selling expenses may also contribute to the realized value being less than the appraised value.

Yield Assessment Risk Before pursuing any investment, the General Partners consider the expected yield of the investment and the factors that may influence the yield actually obtained on such investment. These considerations affect the Funds’ decision whether to pursue acquisition of such an investment and the price offered for such an investment. Despite management's experience in evaluating potential investments, no assurances can be given that the Funds can make an accurate assessment of the yield to be produced by an investment. Many factors beyond the control of the Funds are likely to influence the yield on the Funds’ investments, including, but not limited to, competitive conditions in the local real estate market, and local and general economic conditions. Leverage The Funds leverage most of their investments and anticipate continuing to do so. There can be no assurance, however, as to the availability of leverage on acceptable terms. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast. During times when credit markets are limited or costly, it may be difficult to obtain or maintain the desired degree of leverage. Depending on interest rates and the Funds’ hedging strategies, such leverage could either favorably or negatively impact returns to Partners as well as increase the risk of the investment. The leveraged capital structure of the Funds’ investments will increase the exposure of the Funds’ investments to any deterioration in an investment’s condition, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of the Funds’ investments in a down market. In the event any investment cannot generate adequate cash flow to meet debt service, the Funds may suffer a partial or total loss of capital invested in the investment, which could adversely affect the returns of the Funds. The Funds also expect to liquidate their portfolios by the end of their respective terms. The availability of debt and the prevailing interest rate climate at the time of such liquidation could materially affect the Funds’ ability to liquidate their investments in a timely and profitable manner. In the event there are borrowings under a credit facility that is secured by, among other things, the Limited Partners’ interests in the Funds and obligations to make capital contributions, any inability of the Funds to repay such borrowings could enable a lender to take action against any Limited Partner or its interest in the Funds.

As outlined in the fund documentation, certain Funds may, from time to time, borrow at the Fund level. It is expected that this indebtedness, if incurred, will be secured primarily by the commitments of the Limited Partners. In addition, the General Partners intend to evaluate whether it is prudent and appropriate to incur this leverage and there can be no assurance that leverage will be incurred given that adverse economic factors, such as a significant rise in interest rates, may cause the General Partners, in their discretion, to elect not to incur such leverage. As a result, a Fund’s exposure to losses may be increased due to the illiquidity of its investments generally. Finally, Limited Partners whose commitments have been pledged may be called upon to fund their entire commitments to repay indebtedness, and the failure of other Limited Partners to honor their funding obligations pursuant to their commitments may result in a Limited Partner’s payments exceeding its pro rata share of the indebtedness that has been obtained by a Fund.

Potential Restrictive Covenants As indicated above, a Fund may enter into a credit facility with one or more lenders in order to finance the acquisition of investments. It is anticipated that any such credit facility will contain a number of covenants that, among other things, might restrict the ability of the Fund and a subsidiary, if applicable, to: (i) acquire or dispose of assets or businesses; (ii) incur additional indebtedness; (iii) make capital expenditures; (iv) make cash distributions; (v) create liens on assets; (vi) enter into leases, investments or acquisitions; (vii) engage in mergers or consolidations; (viii) make capital calls to the Limited Partners; (ix) amend certain documents, such as the Fund Agreement, subscription agreements and a subsidiary’s organizational documents, if applicable; or (x) engage in certain transactions with affiliates, and otherwise restrict activities of the Fund (including its ability to acquire additional investments, businesses or assets, or effect certain changes of control or asset sale transactions) without the consent of the lenders. In addition, such a credit facility may require a Fund to maintain specified financial ratios and comply with tests, including minimum interest coverage ratios, maximum leverage ratios, minimum net worth and minimum equity capitalization requirements. A Fund may incur indebtedness under such credit facility that bears interest at a variable rate. Economic conditions could result in higher interest rates, which could increase debt service requirements on variable rate debt and could reduce the amount of cash available for various Fund purposes. Tax Considerations Complex federal, state and local tax laws and regulations, all of which are subject to change, govern a Limited Partner’s investment in the Funds. The Funds do not take into account any prospective investor’s particular financial or tax situation and assumes an investor is sophisticated in tax matters or is able to retain and consult with a knowledgeable tax advisor. Investors are urged to consult their own tax advisors regarding the possible federal, state and local tax consequences of an investment in the Funds. All statements contained in a Fund’s Private Placement Memoranda concerning the federal income tax consequences of an investment in such Fund are based upon existing law, at the time of such Private Placement Memoranda, as contained in the United States Code, the related regulations and administrative and judicial interpretations thereof. Therefore, no assurance can be given that the income tax treatment of an investment in the Funds will not be modified by legislative, judicial or administrative changes, possibly with retroactive effect, to the detriment of the Partners.

Environmental Considerations The Funds conduct customary due diligence to determine whether each prospective investment is impacted by environmental conditions and either do not purchase such property or take such conditions into account in their purchase price for such investment. It is possible, however, that undisclosed and unknown environmental conditions could arise that would materially impact the value of a given property and its suitability for financing, or that changes in environmental laws could give rise to additional liabilities for real estate owners that cannot be fully passed on to the tenants of a given investment.

Dilution Limited Partners admitted or that increase their respective commitments to a Fund at each subsequent closing will participate in then-existing investments of the Fund, thereby diluting the interest of existing Limited Partners in such investments. Each such Limited Partner subscribing for Fund interests at any subsequent closing will pay to the Fund an additional amount as provided in the relevant Limited Partnership Agreement from the date such amount would have been due if such Limited Partner had been admitted as such for its full commitment on the initial closing date. Such payment(s) will inure to the benefit of then existing Limited Partners but will then participate in existing investments as if it had become a Limited Partner on the date of the initial closing, thereby diluting the Interests of existing Limited Partners. Any Limited Partner admitted at a subsequent closing will also be required to bear its portion of the Management Fee from the initial closing, other Fund expenses from the date of the Fund’s formation and all organizational expenses whenever incurred. Although each such additional Limited Partner will contribute such payments, there can be no assurance that the amounts contributed by the additional Limited Partners and distributed to the existing Limited Partners will reflect the fair value of the Fund’s existing investments at the time of such contributions. Past Results Not Indicative of Future Results, Forward Looking Statements The Funds do not own any interest in any other Fund or the investments made by any prior Funds, and therefore, the results of each Fund will differ from the results of such prior Funds. There can be no assurance that the Funds will achieve similar results to those achieved by the prior Funds. Past, targeted or projected performance is not necessarily indicative of future results, and there can be no assurance that targeted or projected returns will be achieved, that the Funds will achieve comparable results or that the Funds will be able to implement their investment strategies or achieve their investment objectives. Certain fund documents, due diligence materials and other information prepared by or on behalf of the General Partners regarding the Funds’ existing or contemplated future investments contain forward looking statements. While the General Partners believe the expectations reflected in any forward-looking statements are reasonable, no assurance can be given that such expectations can be obtained. Factors that could cause actual results to differ materially from the General Partners’ expectations include each of the various risk factors identified herein. The Limited Partners have each been given the opportunity to review such statements in detail, to discuss the same with the General Partners and to satisfy themselves as to the information contained therein. The General Partners and the Funds make no commitment to disclose any revisions to such statements, or any facts, events or circumstances after the date of the documents that may bear upon any such statements.

Lack of Diversification The Funds may invest in a limited number of properties, and as a consequence, the aggregate returns realized by the Partners may be adversely affected by the unfavorable performance of a small number of investments. Most of the Funds have diversification criteria; however, some Funds may make investments that may not be diversified geographically, and poor conditions in a particular market where the Funds have multiple investments could significantly affect the total returns to the Partners.

Dependence upon Key Management The success of the Funds is dependent upon the continued personal efforts of certain key personnel of Lionstone Partners, including the Lionstone Executives. The Funds are managed exclusively by Lionstone Partners, and Limited Partners will not be able to make any investment or other decision on behalf of the Funds. It may not be possible to replace these individuals (or any of the other Lionstone Executives), should one or more of them become incapacitated or in some other way cease to be involved with the Funds, and in such an event the Funds’ performance could be materially adversely affected through a diminished capacity to obtain investment opportunities and to structure and execute the Funds’ investments.

Reliance on Lionstone Partners The Funds are managed exclusively by Lionstone Partners. The Funds’ Limited Partners will not make decisions with respect to the acquisition, management, disposition or other realization of any investment, or other decisions regarding the Funds’ business and affairs. General Partner’s Carried Interest The General Partners’ Carried Interest may create an incentive to make investments that are riskier or more speculative than would be the case if the General Partners were not receiving such performance-based compensation. Also, because there may be a fixed investment period after which capital from investors in a Fund may only be drawn down and because Management Fees are, at certain times during the life of the Fund, based upon capital invested by the Fund, this fee structure may create an incentive to deploy capital when Lionstone may not otherwise have done so. Since Lionstone is permitted to retain certain additional compensation in connection with Fund investments, it could have a conflict of interest in connection with approving transactions and setting such compensation. In addition, the method of calculating the General Partners Carried Interest may result in conflicts of interest between the General Partners and the Limited Partners with respect to the management and disposition of investments and the determination of the timing and amount of distributions by the Funds. Absence of Recourse to General Partner The Limited Partnership Agreement, Limited Liability Company Agreement or Investment Management Agreement, as applicable, limit the circumstances under which the General Partners can be held liable to the Funds. As a result, investors may have a more limited right of action in certain cases than they would in the absence of this provision.

Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire real estate assets, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its investments to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of investments. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon a Fund’s investments.

Market Conditions Governmental measures (whether regulatory or financial in nature) undertaken in response to the volatility of capital markets and financial turmoil may have a negative effect on market conditions. Economic conditions generally may reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates) may also increase the risks inherent in the Funds’ investments and could have a negative impact on the performance and/or valuation of the investments. The Funds’ performance can be affected by deterioration in the capital markets and by market events, such as the onset of the credit crisis in the summer of 2007 or the downgrading of the credit rating of the U.S. in 2011. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of the Fund to sell and/or partially dispose of its investments. Such adverse effects may include the requirement of a Fund to pay break-up, termination or other fees and expenses in the event the Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that its General Partner believes reflect the fair value of such investments. The impact of market and other economic Events may also affect a Fund’s ability to raise funding to support its investment objective. Deterioration of Credit Markets May Affect Ability to Finance and Consummate Investments A deterioration of the global credit markets may make it more difficult for real estate investment funds such as the Funds to obtain favorable financing for investments. A widening of credit spreads, potentially coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, may dramatically reduce investor demand for high yield debt and senior bank debt, which in turn may led some investment banks and other lenders to be unwilling to finance new private equity real estate investments or to only offer committed financing for investments on unattractive terms. A Fund’s ability to generate attractive investment returns may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for their investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of a Fund to realize its investments at favorable times or for favorable prices.

Additional Government or Market Regulation Market disruptions and the dramatic increase in the capital allocated to alternative asset management during recent years have led to increased governmental as well as self-regulatory organization scrutiny of the private partnership industry in general. In addition, certain legislation proposing greater regulation of the industry is in the process of being (and some which has already been) enacted by Congress, as well as the governing bodies of various jurisdictions. It is impossible to predict what, if any, changes in the regulations applicable to the Funds, the General Partners, the markets in which they invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Funds, as well as require increased transparency as to the identity of the Limited Partners.

Risks of Multi-Step Acquisitions In the event a General Partner elects for a Fund to effect a transaction by means of a multi-step acquisition, there can be no assurance that the remainder can be successfully acquired. This could result in the Fund having only partial control over the investment or partial access to its cash flow to service debt incurred in connection with the acquisition. Operational Risk The long-term profitability of the assets in which the Funds invest will be dependent upon the efficient operation and maintenance of such assets. Inefficient operations and maintenance may reduce returns to Limited Partners. Risk of Unsuccessful Exit Strategies A General Partner may cause a Fund to opportunistically sell or otherwise dispose of investments at any time. It is not possible to predict whether an exit strategy will be advantageous or available at the appropriate time. If a Fund fails to execute an exit strategy successfully prior to the liquidation of the Fund, the Fund may be forced to liquidate its assets on terms less favorable than anticipated and the proceeds from these investments and the remaining investments may be materially and adversely affected. Hedging and Interest Rate Risks Changes in interest rates may adversely affect the investments of the Funds. Changes in the general level of interest rates can affect the Funds’ income by affecting the spread between the income on their assets and the expense of their interest-bearing liabilities, as well as, among other things, the value of their interest-earning assets, the capitalization rate at which their real estate assets are valued in the market and their ability to realize gains from the sale of assets. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the control of the Funds. Certain funds may finance their activities with both fixed and floating rate debt. With respect to their floating rate debt, the Funds’ performance may be affected adversely if the Funds fail to limit the effects of changes in interest rates on their operations by employing an effective hedging strategy, including engaging in interest rate swaps, caps, floors or other interest rate contracts, or buying and selling interest rate futures or options on such futures. Should the Funds so elect (and they may be under no obligation to do so), the use of these instruments to hedge a portfolio carries certain risks, including the risk that losses on a hedge position will reduce the Funds’ earnings and funds available for distribution to investors and that such losses may exceed the amount invested in such instruments.

Contingent Liabilities on Disposition of Investments In connection with the disposition of an investment, a Fund and its General Partner may be required to make (and/or be responsible for another person’s or entity’s breach of) representations and warranties about such investment, including, without limitation, such investment’s business and financial affairs, the condition of its assets and the extent of its liabilities, in each case generally in the nature of representations and warranties typically made in connection with the sale of similar investments. They also may be required to indemnify the purchaser(s) of such investment to the extent that any such representations, warranties or disclosure documents are determined to be inaccurate. These arrangements may result in the incurrence of contingent liabilities, which would be borne by a Fund and, ultimately, its investors, for which its General Partner may establish reserves or escrow accounts. Litigation In the ordinary course of its business, any Fund or its investments may be subject to litigation from time to time. The outcome of any such proceedings may materially adversely affect the value of a Fund and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the Lionstone’s and its officers’ time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Third Party Involvement A Fund may co-invest through or invest in limited liability companies, partnerships, joint ventures or other entities with third parties that may have economic or business interests or objectives, including exit strategies, that are different than or conflict with those of the Fund or that may be in a position to take action contrary to the Fund’s objectives. In certain circumstances a Fund may be liable for actions of its co-venturers or partners. In addition, a Fund may rely upon the abilities and management expertise of a co-venturer or partner. It may also be more difficult for a Fund to sell its interest in any joint venture, partnership or entity with other owners than to sell its interest in other types of investments. A Fund may grant co-venturers or partners joint approval rights with respect to major decisions concerning the management and disposition of the investment, which would increase the risk of deadlocks. A deadlock could delay the execution of the business plan for the investment or require a Fund to engage in a buy-sell of the venture with the co- venturer or partner or conduct the forced sale of such investment. As a result of these risks, a Fund may be unable to fully realize its expected return on any such investment.

Effect of Fees and Expenses on Returns The Funds will bear all expenses related to its operations. Such expenses, and certain Limited Partners’ payments of Management Fees to the General Partner are expected to reduce the actual returns to Limited Partners. Most of the fees and expenses will be paid regardless of whether a Fund produces positive investment returns. If a Fund does not produce significant positive investment returns, these fees and expenses could reduce the amount of the investment recovered by a Limited Partner to an amount less than the amount of capital invested by such Limited Partner in the Fund.

Reinvestment During the Investment Period and to the extent provided in a Fund’s Limited Partnership Agreement, proceeds distributable (or previously distributed) to the Fund’s Limited Partners that constitute a return of capital contributions may be permitted to be reinvested (or recalled for reinvestment) by the Fund’s General Partner. Accordingly, in such circumstances, a Limited Partner may, in effect, be required to contribute to the Fund an aggregate amount in excess of its commitment, but at no time will a Limited Partner have aggregate capital at risk in excess of the sum of its commitment and any proceeds distributed to such Limited Partner in respect of its commitment. Loss of Limited Liability Although a Fund’s Limited Partnership Agreement may provide that Limited Partners will have no right to participate in the management or day-to-day operations of the Fund or to make any decisions with respect to the Fund (other than with respect to specific votes of the Limited Partners as called for in such Limited Partnership Agreement), such Limited Partners are likely to lose their limited liability in certain circumstances if they are deemed to have taken part in the control or management of the business of the Fund. Limited liability may also be lost as a result of false statements in documents filed under, or other non-compliance with, legislation governing limited partnerships and in jurisdictions where there is a risk of non-recognition of the protection of limited liabilities with respect to creditors of a Fund whose claims derive from liabilities incurred in such jurisdictions. Liability for Return of Distributions Under applicable law, if a Fund is otherwise unable to meet its obligations, the Limited Partners may be obligated to return cash distributions with interest previously received by them if such distributions are deemed to be wrongfully paid to them and such Limited Partners knew at the time of such distributions that they were wrongfully paid. In addition, a Limited Partner may be liable under applicable federal or state bankruptcy laws to return a distribution made during the Fund’s insolvency.

Recourse to Assets Each Fund’s assets, including any investments made by the Fund, are available to satisfy all liabilities and other obligations of the Fund. If a Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and may not be limited to any particular asset, such as the asset representing the investment giving rise to the liability.

Exculpation and Indemnification Certain exculpation and indemnification provisions contained in the Limited Partnership Agreements may limit the rights of action otherwise available to Limited Partners and other parties against the General Partner, the Management Company, their affiliates, and their respective partners, members, shareholders, directors, officers, employees, agents and affiliates and the Funds’ respective advisory boards, absent such a limitation in the applicable Limited Partnership Agreement. In addition, each Fund will be obligated to indemnify its General Partner, its affiliates, and their respective partners, members, shareholders, directors, officers, employees, agents and affiliates and the Fund’s advisory board, in respect of the operations of the Fund, subject to certain limited exceptions. Failure to Make Capital Contributions If any Limited Partner fails to contribute to a Fund its subscription obligation or make required capital contributions when due, the Fund’s ability to complete its investment strategy or otherwise continue operations may be substantially impaired. A default by a substantial number of Limited Partners could leave a Fund with less than sufficient capital to meet its Fund obligations, and, as described above, would limit opportunities for investment diversification and likely reduce returns to the Fund. Any Limited Partner that defaults in making a required capital contribution may be subject to certain material adverse consequences pursuant to the provisions of the applicable Limited Partnership Agreement. In addition, in the event of such a default, a Fund’s General Partner may, in addition to pursuing all other available legal or equitable remedies, elect to cause each of the other Limited Partners to contribute additional capital to the Fund (provided that no Limited Partner generally will be required to contribute to the Fund an amount greater than its commitment). Furthermore, a Fund may be subjected to significant penalties that could materially adversely affect the returns to all Limited Partners (including non-defaulting Limited Partners). Common Legal Counsel for Funds and General Partners Certain law firms acted as legal counsel to the Funds and the General Partners in connection with the private placement offerings of the Funds. In each such case, the applicable law firm did not act as legal counsel for any Limited Partner or potential investor and such persons are strongly advised to retain and consult with their own legal counsel. It is possible that in the future, the interests of the Funds and the General Partners may preclude such firms from representing both parties. In such a circumstance, additional legal counsel may need to be retained in order to assure all parties that their respective legal interests are adequately represented.

Environmental, Social and Governance Investing Risk.

The environmental, social and corporate governance screening may cause a Fund to forgo certain investment opportunities, and/or forgo opportunities to gain exposure in certain industries, sectors, regions, countries and companies that could have benefited a Fund.

Regulatory Risk — Banking.

Ameriprise Financial, the ultimate parent company of Lionstone Partners, may in the future be a financial holding company (“FHC”) and therefore, along with its direct and indirect subsidiaries, subject to regulation and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and to the provisions of, and regulations under, certain U.S. banking laws, such as the Homeowner’s Loan Act, the Bank Holding Company Act (including the rules and regulations created thereunder, the “BHCA”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The BHCA and the Dodd-Frank Act (and other applicable banking laws, and their interpretation and administration by the appropriate regulatory agencies, including but not limited to the Federal Reserve) may restrict the transactions and relationships among Ameriprise Financial, its affiliates (including us) and our clients, and may restrict our investments, transactions and operations. For example, under the BHCA (including rules and regulations promulgated thereunder), positions held by Ameriprise Financial and its affiliates for client and proprietary accounts may need to be aggregated with positions held by clients of Lionstone Partners and its affiliates. In this case, where the BHCA imposes a cap on the amount of a position that may be held, we may be required to limit and/or liquidate certain client positions. Under the BHCA, if we or an affiliate were deemed to “control” a fund managed by Lionstone Partners, investments by such fund would be subject to limitations under the BHCA that are substantially similar to those applicable to Ameriprise Financial and its affiliates unless other regulatory relief is available. This relief could include limits on the ability of the fund to be involved in the day-today management of the underlying real estate investment and limits on the period of time that the fund could hold such investment. These limitations may have a material adverse effect on the activities of the relevant fund. The Dodd-Frank Act added Section 13 to the BHCA and its implementing regulations (together the "Volcker Rule") under which a “banking entity” (including Lionstone Partners and its affiliates) is restricted from acquiring or retaining an equity, partnership or other ownership interest in, or sponsoring, a “covered fund” (which is defined to include certain pooled investment vehicles) unless the investment or activity is conducted in accordance with an exclusion or exemption. The Volcker Rule’s asset management exemption permits a banking entity, such as Lionstone Partners, to invest in or sponsor a covered fund, subject to satisfaction of certain requirements, which include, among other things, that a banking entity only hold a de minimis interest (no more than 3%) in the covered fund and that only directors and employees directly engaged in providing investment advisory or other qualifying services to the covered fund are permitted to invest. In addition, the Volcker Rule generally prohibits a banking entity from engaging in transactions that would cause it or its affiliates to have credit exposure to a covered fund managed or advised by its affiliates that would involve or result in a material conflict of interest between the banking entity and its clients, customers or counterparties or that would result, directly or indirectly, in a material exposure by the banking entity to high-risk assets or high-risk trading strategies. As a result, the Volcker Rule impacts the processes by which Lionstone Partners and its affiliates seed, invest in and operate certain of its funds.

There can be no assurance that the bank regulatory requirements applicable to Ameriprise Financial and/or its affiliates will not change, or that any change will not have a material adverse effect on the investments and/or investment performance of our clients.

Cybersecurity Breaches and Technology and Related Systems Failure Risk We, our affiliates, and the service providers we utilize to help us provide the services we offer (referred to in this discussion of risk as “we”, “us” and “our”) are heavily dependent on proprietary and third-party technology and infrastructure and related operational and information systems, networks, computers, devices, programs, applications, data and functions (“Systems”) to perform necessary business activities. These Systems may be vulnerable to many issues, some of which may be outside our control, including significant damage and disruption arising from Systems failures or cybersecurity breaches. Systems failures include malfunctions, user error, conduct (or misconduct) of or arising from employees and agents, and failures arising from cybersecurity breaches, natural disasters, or other actions or events (whether foreseeable or unforeseeable). Cybersecurity breaches include intentional (e.g., cyber-attacks, hacking, phish scams, unauthorized payment requests) and unintentional events or activity (e.g., user errors). Systems failures and cybersecurity breaches may result in (i) proprietary or confidential information or data being lost, misused, destroyed, stolen, released, corrupted or rendered unavailable, including personal client information (and that of beneficial owners), (ii) unauthorized access to Systems and loss of operational capacity, including from, for example, denial-of-service attacks (i.e., efforts to make network services unavailable to intended users), and (iii) the misappropriation of client assets or sensitive information. Any such events could negatively impact our Systems and may have significant adverse impacts on our clients. Systems failures and cybersecurity breaches may cause delays or mistakes in materials provided to clients and may also interfere with or negatively impact the processing of securities transactions, pricing of investments, and trading within our clients’ portfolios, while causing or subjecting us to reputational damage, violations of law, legal claims, regulatory fines, penalties, financial losses and reimbursement expenses or other compensation and remediation costs, as well as additional compliance, legal, and operational costs. Such events could negatively impact our clients and affect our business, financial condition and performance or results of operations. To date, we have not experienced any material Systems failures or cybersecurity breaches, however, we routinely encounter and address such threats. Although we evaluate the materiality of Systems failures and cybersecurity breaches that are detected, we may conclude that some such events are not material and may choose not to address them. Such judgments may not prove to be correct. Although we have established business continuity/disaster recovery plans and systems (Continuity and Recovery Plans) designed to prevent or mitigate the effects of Systems failures and cybersecurity breaches, there are inherent limitations in Continuity and Recovery Plans. These limitations include the possibility that certain risks have not been identified or that Continuity and Recovery Plans might not – despite testing and monitoring – operate as designed, be sufficient to stop or mitigate losses or otherwise be unable to achieve their objectives. We and our clients could be negatively impacted as a result. In addition, Lionstone Partners cannot control the Continuity and Recovery Plans of third-party service providers. As a result, there can be no assurance that we or our clients will not suffer losses relating to Systems failures or cybersecurity breaches affecting us in the future, particularly third-party service providers, as we cannot control any Continuity and Recovery Plans or cybersecurity defenses implemented by such parties.

Systems failures and cybersecurity breaches may necessitate significant investment to repair or replace impacted Systems. In addition, we may incur substantial costs for Systems failure risk management and cybersecurity risk management in order to attempt to prevent any such events or incidents in the future.

Insurance and other traditional risk-shifting tools may be held by or available to us in order to manage or mitigate the risks associated with Systems failures and cybersecurity breaches, but they are subject to terms and limitations such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency. While Ameriprise Financial and its affiliates maintain cyber liability insurance that provides both third- party liability and first-party liability coverages, this insurance does not cover our clients and, with regard to covered entities, may not be sufficient to protect us against all losses. In addition, contractual remedies may not be available with respect to third party service providers or may prove inadequate if available (e.g., because of limits on the liability of such service providers) to protect against all losses. Terrorism, War, Natural Disaster and Epidemic Risk. Terrorism, war, military confrontations and related geopolitical events (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long- term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as, for example, earthquakes, fires, floods, hurricanes, tsunamis and weather-related phenomena generally, as well as widespread disease and virus epidemics, can be highly disruptive to economies and markets, adversely affecting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments.
OUR APPROACH TO CONFLICTS OF INTEREST
Ameriprise Financial and its subsidiaries, which includes us, constitute a large diversified financial services organization. As a result of this and other aspects of our business, conflicts of interest arise among our different clients and among us, our affiliates and our clients. Conflicts of interest that arise in the course of providing investment advisory services are described throughout this brochure, as are some of our policies and procedures designed to address specific conflicts of interest, such as our Code of Ethics and trading procedures.

We have a compliance program in place that is intended to identify, mitigate and, in some instances, prevent actual and potential conflicts of interest, as well as to ensure compliance with legal and regulatory requirements and ensure compliance with client investment guidelines and restrictions. Our compliance program includes written policies and procedures that we believe are reasonably designed to prevent violations of applicable law and regulations.

Lionstone and its related entities engage in a broad range of advisory and non-advisory activities, including investment activities for the account of other Private Investment Funds and Accounts (and may include investment activities for their own account), and providing transaction- related, legal, management and other services to Private Investment Funds and Accounts and to or with respect to portfolio companies and investments. Lionstone will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Private Investment Funds and Accounts in an appropriate manner, as required by the relevant Limited Partnership Agreement, Limited Liability Company Agreement or other governing documents, although the Private Investment Funds, Accounts and their respective investments will place varying levels of demand on these over time. In the ordinary course of Lionstone conducting its activities, the interests of a Private Investment Fund or Account may conflict with the interests of Lionstone, one or more other Private Investment Funds, Accounts, portfolio companies or their respective affiliates or other investments. Certain of these conflicts of interest are discussed herein.

As a general matter, Lionstone will determine all matters relating to structuring transactions and operations using its best judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the advisory committees of the participating Private Investment Funds or by Account clients.

Lionstone and its principals currently, and will continue to, manage and monitor other Private Investment Funds or Accounts advised by Lionstone. Thus, conflicts of interest may arise in allocating management time, services or functions with respect to certain Private Investment Funds and Accounts and other Private Investment Funds and Accounts advised by Lionstone. Lionstone and its principals may direct certain relevant investment opportunities to certain of such Private Investment Funds and Accounts based upon Lionstone’s current investment rotation policy. In addition, Lionstone and its principals may spend a portion of their business time and attention pursuing investment opportunities for certain Private Investment Funds and Accounts that do not fall within the investment objectives of other Private Investment Funds and Accounts. Lionstone will determine the amount of any suitable investment opportunity for the Private Investment Funds and Accounts and their respective allocations of such investment opportunity. The investme please register to get more info

Lionstone Partners and its management persons have not been subject to any material legal or disciplinary events required to be discussed in this Brochure. Where required, we also provide disclosure regarding such matters in Part 1A of our ADV.

Other Matters. Ameriprise Financial, Inc. and certain of its affiliates, have been involved in other legal, arbitration and/or regulatory matters concerning their respective business activities. These matters include routine litigation, class actions, and regulatory or governmental agency examinations and investigations. As a matter of policy, we do not typically provide copies of letters or responses stemming from regulatory or governmental examinations or investigations, or publish information relating to ongoing exams, investigations or litigation. However, upon request of a prospective or current client, we may communicate the results of completed exams, investigations or litigation or the status of ongoing matters.

To the best of our knowledge, neither we nor Ameriprise Financial, nor any of our affiliates, are currently the subject of any pending legal, arbitration, regulatory or other governmental matters that are likely to have a material adverse effect on Ameriprise Financial's financial condition or our ability to meet our contractual commitments to clients. Ameriprise Financial is required to make 10Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov. please register to get more info

Lionstone Partners is affiliated with other Lionstone investment advisers registered with the SEC under the Advisers Act pursuant to Lionstone Partners’ registration in accordance with SEC guidance. These advisers include the entities listed in Section 7.A of Schedule D of the Adviser’s Form ADV Part 1A. These affiliated investment advisers operate as a single advisory business together with Lionstone Partners and serve as managers or general partners of Private Investments Funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions. Lionstone Partners is not a registered broker-dealer nor do any of Lionstone’s principal officers (“Lionstone Executives”) hold a securities license. However, some affiliates hold one or more securities licenses with the Financial Industry Regulatory Authority (FINRA) though an affiliated broker-dealer, Columbia Management Investment Distributors. Neither Lionstone Partners nor any of its Executive Officers are registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading adviser or an associated person of the foregoing entities. Lionstone Partners has determined that the Lionstone investment advisers registered with the SEC under the Advisers Act are not required to register as a Commodity Pool Operator under Regulation 4.5 adopted by the Commodity Futures Trading Commission and we do not anticipate any changes to this exemption. Lionstone Executives The following are the educational and business backgrounds of the Executive Officers of Lionstone Partners:

Andrew Bruce is Lionstone’s Chief Financial Officer & Co-Chief Operating Officer and is a member of its Investment Committee. Prior to joining Lionstone in 2014, Mr. Bruce was Chief Financial Officer for Behringer Harvard Opportunity REIT I and III. Prior to his time at Behringer, Mr. Bruce was Chief Financial Officer of AMLI Residential Properties Trust. Mr. Bruce is a graduate of Western Michigan University and received his MBA from the University of Chicago. As an executive officer of Lionstone, Mr. Bruce is responsible for implementing and overseeing the investment strategy of its clients. Mr. Bruce is subject to the supervision of Lionstone’s President and CMIA’s Vice President and Chief Financial Officer and, with respect to compliance matters, Lionstone’s Chief Compliance Officer.

Daniel R. Dubrowski is Lionstone’s Head of Capital Formation and is a member of Lionstone’s Investment Committee. Prior to forming Lionstone in 2001, Mr. Dubrowski was a senior officer with Hines. Mr. Dubrowski is a graduate of Georgetown University and received his MBA from Harvard Business School. As an executive officer of Lionstone, Mr. Dubrowski is responsible for implementing and overseeing the investment strategy of its clients. Mr. Dubrowski is subject to the supervision of Lionstone’s President and, with respect to compliance matters, Lionstone’s Chief Compliance Officer.

John W. Enerson is Lionstone’s Chief Legal Counsel and Chief Compliance Officer and is a member of its Investment Committee. Prior to joining Lionstone in 2006, Mr. Enerson spent eight years at Enron Corp co-managing a debt and equity portfolio and he practiced law at Baker Botts and other national law firms. Mr. Enerson is a graduate of Fairfield University and received his law degree from Villanova University. As an executive officer of Lionstone, Mr. Enerson is responsible for implementing and overseeing the investment strategy of its clients. Mr. Enerson is subject to the supervision of Lionstone’s Head of Finance and Co-Head of Operations and CMIA’s Global Head of Asset Management Legal.
Sachin Grover is a Managing Director, Head of Investment Risk. As head of investment risk,
Sachin Grover is responsible for evaluating risks in all prospective and existing investments with a focus on risk and return and consistent valuation practices. He is a voting member of the Investment committee and chair of the Underwriting committee. Mr. Grover joined Lionstone in 2006, serving as an assistant portfolio manager and an investments associate. Prior to this he was an investment banking analyst at Simmons & Company International, focusing on mergers and acquisitions in the energy industry. He received a B.B.A. with honors in Finance from The University of Texas. Andrew Lusk is Lionstone’s Head of Acquisitions and is a member of its Investment Committee. Prior to joining Lionstone in 2011, Mr. Lusk worked in the Real Estate Investment Banking Group of Goldman, Sachs & Co. and in the acquisitions group of LaSalle Investment Management. Mr. Lusk is a graduate of Dartmouth College and received his MBA from the University of Texas. As an executive officer of Lionstone, Mr. Lusk is responsible for implementing and overseeing the investment strategy of its clients. Mr. Lusk is subject to the supervision of Lionstone’s President and, with respect to compliance matters, Lionstone’s Chief Compliance Officer.

Jane B. Page is Lionstone’s Chief Executive Officer and is a member of Lionstone’s Investment Committee and is responsible for the overall management of Lionstone. Prior to joining Lionstone in 2012, Ms. Page spent 10 years as a Managing Director for Crescent Real Estate Equities. Prior to Crescent, Ms. Page spent 15 years with Metropolitan Life where she served as Regional Manager of Real Estate Investments. Ms. Page is a graduate of the Point Loma College and received her MBA from the University of San Francisco. Ms. Page is responsible for the overall management of Lionstone as well as implementing and overseeing the investment strategy of its clients. Ms. Page is subject to the supervision of the Global Chief Executive Officer of CMIA and, with respect to compliance matters, Lionstone’s Chief Compliance Officer.

Tom Paterson is Lionstone’s Co-Chief Operating Officer & Head of Portfolio Management and is member of Lionstone’s Investment Committee. Prior to joining Lionstone in 2007, Mr. Paterson spent four years at PriceWaterhouseCoopers. Mr. Paterson is a graduate of the University of Texas and received his MBA from the University of Texas. As an executive officer of Lionstone, Mr. Paterson is responsible for implementing and overseeing the investment strategy of its clients. Mr. Paterson is subject to the supervision of Lionstone’s President and, with respect to compliance matters, Lionstone’s Chief Compliance Officer.

Bryan Sanchez is Lionstone’s Chief Investment Officer and is a member of Lionstone’s Investment Committee. Prior to joining Lionstone in 2005, Mr. Sanchez was a development associate with Verde Realty and worked in the international energy industry. Mr. Sanchez is a graduate of Georgetown University and received his MBA from Harvard University. As an executive officer of Lionstone, Mr. Sanchez is responsible for implementing and overseeing the investment strategy of its clients. Mr. Sanchez is subject to the supervision of Lionstone’s President and CMIA’s Global Chief Investment Officer, with respect to compliance matters, Lionstone’s Chief Compliance Officer.

John Schaefer is a Managing Director, Head of Land and Development. He is responsible for managing the Firm’s development services platform, providing leadership and oversight of operating partners engaged in development or major renovations on behalf of Lionstone. He serves as the primary contact leading each phase of the process from pre-development, construction to full stabilization, providing progress reporting to the portfolio and asset management teams. Prior to joining Lionstone in 2014, Mr. Schaefer was a vice president for Hillwood Investment Properties in Southern California. He holds a B.S. in Civil Engineering from Texas A&M University and is a licensed Civil Engineer. Multiple Roles Played by Certain Officers While none of the Lionstone Executives and employees are directors, officers or employees of our ultimate parent company or one or more affiliates, Lionstone Partners may directly or indirectly benefit from their client relationships or advisory activities. In these circumstances, the potential for a conflict of interest exists between the obligations to our clients and the incentive to make recommendations, or take actions, that benefit one or more of our other affiliates as well as conflicts among the affiliated entities. We believe these potential conflicts are mitigated because our employees and those of our affiliates are subject to a Code of Ethics and various policies that require these employees to act in the best interests of our clients and to put the needs of our clients first at all times. Business Activities and Affiliations As part of the Ameriprise Financial organization, we receive general corporate services, including administrative support and client account support, equipment and facilities from Ameriprise Financial and certain of its wholly owned subsidiaries, some of which are domiciled in foreign jurisdictions. For example, certain back-office, administrative and client support services are provided by a wholly-owned subsidiary of Ameriprise Financial based in India. Our eligible employees also receive certain employee benefits from Ameriprise Financial. To the extent employees of Ameriprise Financial are provided access to proprietary investment information conflicts exist. To mitigate such conflicts these employees are subject to a Code of Ethics and various policies that limit the use of such information. Please see “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.”

As described below, many of our affiliates engage in activities that are material to our advisory business or to our clients. We may utilize, suggest or recommend the services of these affiliated entities. Our policies and procedures require these Management Persons and employees put our clients’ interests first, but they may have an incentive to make recommendations, or take actions, that benefit the affiliated entity or put the affiliated entity’s interests ahead of our own.

Broker-Dealers and Municipal Securities Dealer Lionstone Partners is affiliated with Columbia Management Investment Distributors, an SEC- registered broker-dealer. Columbia Management Investment Distributors serves as a principal underwriter, distributor and a placement agent or distributor of Private Funds of our affiliates. Sales personnel are registered representatives of Columbia Management Investment Distributors and may present investment opportunities in the Funds and Private Funds managed by us to our current and prospective clients and receive compensation to do so.

We are also affiliated with Ameriprise Financial Services, an SEC-registered broker- dealer and investment adviser that is a wholly-owned subsidiary of Ameriprise Financial. Ameriprise Financial Services and other third-party broker dealers distribute the shares of the Mutual Funds that an affiliate manages. Investment Companies and Other Pooled Investment Vehicles We are affiliated with investment companies managed by us or our affiliates, including the Funds, certain Private Funds and sub-advised funds. Ameriprise Financial provides administrative services for the Funds. To the extent employees of Ameriprise Financial gain access to proprietary investment information conflicts exist. To mitigate such conflicts these employees are subject to a Code of Ethics and various policies that limit the use of such information. Please see “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.” Investment Advisers Lionstone Partners, a Delaware limited liability company based in Houston, TX, is wholly- owned by CMIA (formerly known as RiverSource Investment, LLC), a Minnesota limited liability company. CMIA is a wholly-owned subsidiary of Ameriprise Financial, Inc.

Our ultimate parent company, Ameriprise Financial, indirectly owns certain of our advisory affiliates, including Threadneedle International Limited (“TINTL”), a Financial Conduct Authority (“FCA”) and a SEC-registered adviser; Threadneedle Asset Management Limited (“TAML”), an FCA-registered adviser; Threadneedle Investments Singapore (Pte) Ltd. (“TIS”), an adviser regulated by the Monetary Authority of Singapore; and Threadneedle Asset Management Malaysia SDN.BHD, a Malaysian-based investment adviser. We are also affiliated with Columbia Threadneedle Investments (ME) Limited which is registered to advise on financial products and arrange deals in investments in the Dubai International Financial Centre, and Columbia Wanger Asset Management, LLC, a SEC-registered investment adviser that manages certain registered Mutual Funds.

We are also affiliated with Ameriprise Financial Services, an SEC-registered investment adviser and broker-dealer that provides retail investment advisory services and engages in the broker- dealer activities described above. please register to get more info

The Advisers focus on real estate and real estate related transactions. To date, none of these transactions have involved publicly traded securities or other securities in which the services of a broker-dealer has been retained, and the Advisers do not anticipate such an event. However, in the future, if the Advisers distribute securities to investors in a Fund or sell securities, including through using a broker-dealer, and for which a public trading market exists, the Advisers will seek to obtain best execution for the respective Fund. To achieve this, and as more fully described in the Private Placement Memorandum of the relevant Fund, the Advisers may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; and (iii) the reputation of the firm being considered. please register to get more info

The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of investments. However, Lionstone Partners closely monitors its investments, and the Lionstone Chief Compliance Officer periodically checks to confirm that each Private Investment Fund is maintained in accordance with its stated objectives. Each Fund will provide to each of its Limited Partners (i) annual GAAP audited and quarterly unaudited financial statements, (ii) annual tax information necessary for each Limited Partner’s tax return and (iii) at the time of delivery of the financial statements, reports providing a description of all investments held by the Funds and a narrative summary of the status of each such investment. An Adviser may agree to different reporting for any investor in any Account. please register to get more info

Lionstone Partners and/or its affiliates may provide certain business or consulting services to companies in each Fund’s portfolio and may receive compensation from these companies in connection with such services. The persons compensated, either directly or indirectly, may include employees of Ameriprise Financial or its affiliates, for referring or soliciting clients for Lionstone Partners or for investment in an investment company or other entity to which Lionstone Partners provides management or investment services. As described in the Funds’ Limited Partnership Agreements, Limited Liability Company Agreements or Investment Management Agreement, as applicable, this compensation may, in many cases, offset a portion of the management fees paid by Funds. However, in other cases (e.g., reimbursements for out of pocket expenses directly related to a portfolio company), these fees may be in addition to management fees.

Furthermore, the Advisers may enter into solicitation arrangements pursuant to which they compensate third parties for referrals that result in a potential Limited Partner becoming a Limited Partner in a Fund or other Private Investment Fund. Any such fees and expenses payable to any such placement agents will be borne by Lionstone Partners, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are borne by the relevant Private Investment Fund. please register to get more info

In connection with the management of investments for the Funds, Lionstone is deemed to have, custody of a Fund’s assets. Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), defines custody as holding client securities or assets or having any authority to obtain possession of them, including the authority to withdraw funds or securities from a client’s accounts or ownership of or access to client funds or securities (such as through fee deductions).

Lionstone expects that each Private Investment Fund for which it is deemed to have custody will: (i) be audited at least annually by an independent public accountant; and (ii) its audited financial statements prepared in accordance with generally accepted accounting principles will be distributed to investors within 120 days of its fiscal year-end.

Each Fund (other than any Account) will provide to each of its Limited Partners (i) annual GAAP audited and quarterly unaudited financial statements, (ii) annual tax information necessary for each Limited Partner’s tax return and (iii) at the time of delivery of the financial statements, reports providing a description of all investments held by the Funds and a narrative summary of the status of each such investment. An Adviser may agree to different reporting for any investor in any Account. please register to get more info

Lionstone Partners has discretionary authority to manage the investments on behalf of each Fund pursuant to the Limited Partnership Agreement, Limited Liability Company Agreement or Investment Management Agreement, as applicable, described under “Advisory Business.” As a general policy, the Advisers do not allow clients to place limitations on this authority. Pursuant to the terms of the Limited Partnership Agreements, Limited Liability Company Agreements or Investment Management Agreement, as applicable, the Advisers may enter into “side letter” arrangements with certain Limited Partners whereby the terms applicable to such Limited Partners’ investment in a Fund may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. please register to get more info

As a fiduciary, we owe our clients the duties of care and loyalty with respect to the services undertaken on the behalf of clients. The Advisers do not invest in public securities for which proxies are solicited. However, in the unlikely event that this occurs, the Advisers have adopted Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how they will vote proxies, as applicable, for each Fund’s (and any Private Investment Fund’s) portfolio investments. In administering this policy, the Advisers will seek to ensure that proxies are voted in the best interest of the Funds.

Any client, Fund investor, or prospective client or Fund investor may request a copy of the Advisers’ Proxy Policy by contacting John Enerson, the Lionstone Chief Compliance Officer, at 713-533-5860 and it will be provided at no charge. please register to get more info

Lionstone Partners does not require or solicit prepayment of management fees from clients more than six months in advance or have any other events requiring disclosure under this item of the Brochure.

NOTICE OF PRIVACY POLICIES AND PRACTICES

At Lionstone Partners, maintaining our clients’ trust and confidence is a high priority. That is why we want you to understand how we protect your privacy when we collect and use personal information, and the measures that we take to safeguard that information.

Our Commitment to Your Privacy: Lionstone Partners, LLC. (“Lionstone”) is sensitive to the privacy concerns of all our individual limited partners. To affirm our continuing commitment to the proper use of limited partner information, we have set forth a Privacy Policy to protect the confidentiality and security of information we collect about you. We are providing you with this notice to help you better understand why and how we collect certain personal information, the care with which we treat that information, and how we use that information. Sources of Non-Public Information: In connection with forming and operating our private investment funds for our limited partners, we collect and maintain non-public personal information from the following sources:  Information we receive from you in conversations over the telephone, in voicemails, through written correspondence, via e-mail or in subscription agreements, investor questionnaires, applications or other forms;  Information about your transactions with us or others; and  Information captured on our website, including registration information and any information captured via “cookies.” Disclosure of Information: We do not disclose any non-public personal information about you to anyone, except as permitted or required by law or regulation and to nonaffiliated service providers for business purposes in managing the private investment funds. Former Limited Partners: We maintain non-public personal information of our former limited partners and apply the same policies that apply to current limited partners.

Information Security: We consider the protection of sensitive information to be a sound business practice, and to that end we employ strict physical, electronic and procedural safeguards to protect your non-public personal information in our possession or under our control. Further Information: We reserve the right to change our privacy policies and this Privacy Notice at any time without prior notice. The examples contained within this notice are not intended to be exclusive. This notice complies with the privacy provisions of Regulation S-P under the Gramm- Leach-Bliley Act. Federal law allows you to limit any sharing of your information only in the following circumstances: information about your creditworthiness; in order to market to you; or for others to market to you. State law may give you additional rights to limit sharing. please register to get more info