The Adviser, a Delaware corporation, was formed in 2007. The Adviser is a
wholly-owned subsidiary of EQT Partners AB, which is wholly-owned by EQT AB.
The Adviser provides investment advice to general partners (the “General
Partners”) and managers (the “Managers”) of private funds (the “Funds”) pursuing
certain infrastructure, credit, venture, and private equity investment strategies, described
further in Item 8 below. The General Partners and, if applicable, the Managers in turn
provide investment advice to the relevant Funds.
The Adviser provides services that are tailored to meet the investment objectives
of the Funds as set forth in their respective private placement memorandums (if any) (as
supplemented or amended, each a “Private Placement Memorandum”) and that are
subject to the restrictions set forth in their respective limited partnership agreements (as
supplemented or amended, each a “Partnership Agreement”), pursuant to the terms of the
investment advisory agreements between the Adviser and the General Partners and/or
Managers (as supplemented or amended, each an “Advisory Agreement”).
Fund Structure
Each Fund is managed by its General Partner and, in certain circumstances, its
Manager, which investigates, analyzes, structures and negotiates potential investments.
The Adviser recommends investments to the applicable General Partner and, if
applicable, the applicable Manager of the Funds.
Each Fund’s General Partner or, in certain circumstances, its Manager makes all
investment decisions for such Fund and the management and the conduct of the activities
of such Fund remains the responsibility of the General Partner or, in certain
circumstances, the Manager.
Certain of the General Partners do not control, are not controlled by, and are not
under common control with the Adviser; however, certain of the General Partners are
under common control with the Adviser.
In addition, the Adviser provides advice to the general partners or managers of
certain co-investment vehicles of the Funds in exchange for advisory fees (the “Co-
Investment Vehicles”) (together with the Funds, the “Pooled Investment Vehicles”). Such
Co-Investment Vehicles invest in parallel with the Funds.
Investment Restrictions
The Adviser seeks at all time to provide investment advice in accordance with the
investment restrictions contained in the relevant Partnership Agreement and the terms of
the relevant Advisory Agreement. However, each Fund’s General Partner, or, in certain
circumstances, its Manager, is responsible for ensuring that such Fund complies with its
investment restrictions.
Management of Client Assets
The Adviser provided investment advice with respect to approximately
$5,911,124,354 of Pooled Investment Vehicle assets on a nondiscretionary basis as of
December 31, 2018, which is a subset of the total assets of the Pooled Investment
Vehicles.
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Adviser Compensation
The General Partner of each Fund pays the Adviser an investment advisory fee in
accordance with an investment advisory fee level agreement entered into between the
Adviser and the relevant General Partner (the “Advisory Fee Level Agreement”). The
investment advisory fee consists of the cost incurred by the Adviser for its investment
advisory services plus an agreed mark up (the “Investment Advisory Fee”). Each quarter
the Adviser invoices the relevant General Partner an amount equal to budgeted costs for
the upcoming quarter, plus the agreed mark up.
At the end of each calendar year, the Adviser determines the costs actually
incurred during the preceding year, plus agreed mark up. If the costs paid in advance
exceed the actual costs, then the Adviser will return the excess amount to the relevant
General Partner as soon as is reasonably practicable. Likewise, if the actual costs exceed
the costs paid in advance, then the relevant General Partner will pay the Adviser an
amount equal to the excess as soon as is reasonably practicable.
If an Advisory Fee Level Agreement is terminated, then the Adviser will adjust its
budgeted costs in respect to the quarter that the termination takes place on a time
apportioned basis.
Additional Fees and Expenses
The Funds also pay to the General Partner a management fee and carried interest
in accordance with the applicable Partnership Agreement. In addition to the management
fee and carried interest, if applicable, the Funds bear (to the extent not reimbursed by a
portfolio company or other third-party) certain costs and expenses incurred by the
Adviser and/or its affiliates in connection with the operation and activities of the Funds
including but not limited to: (i) certain fundraising costs (that are typically limited by a
cap amount defined in the applicable Partnership Agreement of each Fund); (ii) fees for
professional services, including fees for legal, tax and other consultancy services; (iii)
banking costs, including arrangement fees, commitment fees and transactions costs and
typically related to a bridge facility established for the Funds; (iv) investment relations
and public relations expenses directly related to the relevant Fund; (v) other
administrative costs, including, costs relating to fund valuation and related audit work,
costs for fund administration, depositary costs, tax expenses, costs for production of Fund
reports, and compliance costs; and (vi) aborted deal costs, including costs for legal,
commercial/strategy, financial and tax advisors, bank charges and deal-related costs of
industrial advisors. The Managers and General Partners of the Funds allocate expenses
among parties in the manner prescribed by the applicable Partnership Agreements for
such Funds, and in cases where costs and expenses are properly allocated between or
among multiple parties, the allocation would be done in a manner that the Managers and
General Partners consider to be fair and equitable, taking into consideration applicable
Partnership Agreement provisions.
The general partners or, if applicable, the managers of Co-Investment Vehicles
pay management fees to the Adviser. The Co-Investment Vehicles also pay carried
interest to an entity affiliated with their general partners. In addition, the Co-Investment
Vehicles are required to bear certain costs and expenses incurred by their general
partners, their managers and/or the Adviser in connection with the operation and
activities of such vehicles, as set forth in the relevant governing documents of such Co-
Investment Vehicles.
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The Adviser does not receive any performance-based compensation in connection
with providing investment advice to the General Partners and Managers. Certain
supervised persons of the Adviser, through their investment in the General Partners, are
entitled to receive “carried interest” with respect to each limited partner of the relevant
Fund (a “Limited Partner”). Such carried interest is generally paid out of profits realized
from the relevant Fund’s investments. This carried interest can create an incentive for
such supervised persons to recommend investments which may be riskier or more
speculative than those which would be recommended under a different fee arrangement.
The Adviser is not responsible for the allocation of investment opportunities among the
Funds and Co-Investment Vehicles.
EQT AB is responsible for the allocation of investment opportunities between the
Funds and other pooled investment funds and accounts managed by EQT AB, as
discussed further in Item 10.
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As described in Item 4 above, the Adviser provides investment advice to the
General Partners and, if applicable, the Managers of the Funds. The General Partners and,
if applicable, the Managers in turn provide investment advice to the relevant Funds.
The Funds are not subject to regulation under the Investment Company Act of
1940, as amended (the “Investment Company Act”).
Criteria for investment in the Funds are set out in the Funds’ Private Placement
Memorandums. Limited partner interests in the Funds may be purchased only by
investors that are (
a) “accredited investors,” as defined in Regulation D of the U.S.
Securities Act of 1933, as amended, and “qualified purchasers” for purposes of section
3(c)(7) of the Investment Company Act, as amended, or (
b) persons who are not “U.S.
persons” for purposes of Regulation S of the U.S. Securities Act of 1933, as amended or
“United States persons” for purposes of Rule 203(m)-1 under the Advisers Act. Persons
reviewing this Brochure should not construe this as an offer to sell or solicitation of an
offer to buy the securities of any of the Funds described herein. Any such offer or
solicitation will be made only by means of the applicable Fund’s Private Placement
Memorandum.
The Adviser also provides advice to the general partners or managers of the Co-
Investment Vehicles, which invest in parallel with the Funds.
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Methods of Analysis and Investment Strategies
The investment strategy of each Fund is specified in its Private Placement
Memorandum and Partnership Agreement. Generally, the Funds pursue different
investment strategies.
The Infrastructure investment strategy is to seek to make investments in
infrastructure and infrastructure related assets and businesses in order to build a
diversified portfolio of infrastructure assets/businesses. In particular but without
limitation, this strategy focuses on regulated/market-based basic infrastructure,
concession-based essential infrastructure, social infrastructure and infrastructure-related
services.
The Equity investment strategy is to seek to make investments in mid-sized to
large companies with strong market positions, significant potential for revenue and
earnings growth, strong cash flows and a solid platform that can retain and/or attract high
quality management and which are primarily located in the Nordic region and German-
speaking Europe.
The Mid Market investment strategy is to seek to make investments in middle
market companies typically with strong market positions, solid growth prospects and
ambitious owners and managers that can benefit from robust management processes,
global sector expertise and EQT AB’s enhanced corporate governance model. In
particular, this strategy intends to make equity investments in Northern Europe, North
America, Greater China (i.e., the People’s Republic of China, Hong Kong and Taiwan)
and Southeast Asia.
The Credit investment strategy is to seek to make investments primarily in
stressed and distressed situations in Europe, including the debt of operationally sound
companies that are facing challenges created by excess leverage or the need for additional
capital.
The Ventures investment strategy will seek to make equity and equity-related
minority investments in tech companies ranging from early stage to growth investments,
primarily in Europe. In addition, the strategy will seek early growth and growth
investments in United States companies, as well as other regions, that seek to expand
globally into Europe and other parts of the world.
When providing advice to the General Partners and, if applicable, the Managers,
the Adviser draws upon its knowledge of the relevant industry and, as appropriate, the
knowledge of certain employees of its related persons. The Adviser bases its
recommendations on inter alia, the potential investment’s market position and its ability
to attract management talent, to identify strategic objectives and to implement business
improvements.
During the investment process, the Adviser will review the investment
opportunity to comprehend a target’s market position, competition, service to the local
community, customer dynamics and management in addition to the financial due
diligence of analyzing cash flows and financial models under various scenarios.
The Adviser also utilizes the expertise of a group of former CEOs and senior
executives and, as needed, other third-party consultants, especially with regards to the
legal, insurance and environmental review.
The Adviser provides advice to the General Partners and, if applicable, the
Managers with respect to improvements to asset performance and the operations of the
Funds’ portfolio companies, including the preparation of the portfolio companies for sale
to larger funds, strategic buyers or via listing.
Certain Risks Relating to the Investment Strategy of the Funds
The Funds are closed to subscriptions from new investors, although new investors
may be admitted to a Fund by way of transfer, subject to certain restrictions in the
applicable Partnership Agreement.
An investment in the Funds or Co-Investment Vehicles involves risk of loss to
investors and other risks, which may include (depending, in part, on the strategy of the
applicable Fund), but are not limited to, risks relating to:
a highly competitive market for investments and the difficulty of locating suitable
investments;
reliance on certain key personnel of the Adviser and its related persons and the
management personnel of the portfolio companies of the Funds;
lack of diversification;
potential liabilities in connection with controlling positions in portfolio companies
of the Funds;
limitations due to regulatory and other restrictions;
minority investments;
political, security, civil disturbances, and other general economic conditions;
illiquidity of investments and restrictions on transfer;
exposure to portfolio company and related party claims;
availability of debt financing for transactions;
investments in portfolio companies with high levels of debt;
changes in currency exchange rates;
the failure of limited partners to meet drawdown notices;
indemnification of the General Partners, the Managers (if applicable) and the
Adviser and their related persons;
inaccuracies in the valuation of the Funds’ assets;
lack of operating history and other available information in relation to certain
portfolio companies or assets;
changes in regulatory conditions;
challenges to tax positions;
a narrow customer base;
counterparty defaults on contractual obligations to the Funds’ investments;
the effects of inflation on future cash flows;
the difficulties of completing construction on time, on budget and to the requested
specifications;
operational and technical risks (including cybersecurity and identity theft risks)
relating to the ongoing operations of the Funds, the Funds’ assets and their service
providers (including the Adviser, the General Partners, the Managers and their
affiliates);
demand, usage, patronage, and supply risks of the Funds’ assets;
environmental regulations;
changes in data protection laws and regulations;
the effects on the investments’ value of political, economic and social factors and
changes in the laws or regulations in certain countries in which the Funds may
invest;
the economic instability, currency fluctuations and adverse effects on
international markets, international trade agreements, and other existing cross-
border cooperation arrangements associated with the anticipated withdrawal of
the United Kingdom from the European Union;
the privatization of certain state-owned portfolio companies;
the control and restrictions of foreign investments in certain countries in which
the Funds may invest;
the difficulties in enforcing legal rights in certain countries in which the Funds
may invest;
the credit risk on underlying companies to the extent that obligators are unable or
unwilling to fulfill their debt obligations;
the risk of utilizing a subscription-based credit facility with respect to investments
and the impact of such facility on the IRR and leverage of the relevant Funds;
the interest rate risk associated with any borrowing;
investments in private, early-stage and private, later-stage companies;
investments in hybrid instruments with debt-like characteristics;
the effects of acquiring confidential or material non-public information and
restrictions from initiating transactions in certain securities;
co-investments and follow-on investments;
conflicting investor interests;
leverage risk in connection with the Funds or Co-Investment Vehicles utilizing
debt to fund its investments and securing such borrowings with Fund or Co-
Investment Vehicle assets; and
risks relating to investments in loans that are non-performing or in other troubled
assets that may involve financial risk.
An investor in the Funds or Co-Investment Vehicles should review the applicable
private placement memoranda and other offering materials for additional information on
the risks associated with investing in the Funds or Co-Investment Vehicles.
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There are not any legal or disciplinary events that would be material to clients’
evaluation of the Adviser or the integrity of the Adviser’s management.
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Related persons of the Adviser include EQT Partners AB and its non-U.S.
subsidiaries that provide investment advice to general partners of private investment
funds and co-investment vehicles, including, but not limited to, the Funds and Co-
Investment Vehicles (“EQT Funds”). The Adviser is also a related person of certain of
the General Partners and, if applicable, the Managers of the EQT Funds1. The Partnership
Agreements contain provisions addressing potential conflicts of interest involving the
Adviser and its related persons, including the allocation of investment opportunities. The
compliance manual of the Adviser (the “Compliance Manual”) includes policies designed
to help ensure compliance with such provisions.
Our affiliate, EQT Partners BD LLC, serves as a placement agent or distributor
for certain EQT Funds. EQT Partners BD LLC, a Delaware limited liability company of
which the Adviser is the sole member, is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry
Regulatory Authority, Inc. The sole function of EQT Partners BD LLC with respect to
1 As noted above in Item 4 – Fund Structure, the Adviser is a related person of certain (but not all) of
the General Partners of the Funds.
the Adviser is to act as a private placement agent for certain securities, including interests
in certain EQT Funds. EQT Partners BD LLC has no employees. However, certain
employees of the Adviser are registered as representatives of EQT Partners BD LLC so
that they may engage in private placement activities on behalf of certain EQT Funds. The
Adviser is responsible for compensating such employees, and neither the Adviser nor
EQT Partners BD LLC pays any sales commissions to any such employees in connection
with the private placement activities they perform on behalf of the EQT Funds.
When acting as a placement agent for an EQT Fund, EQT Partners BD LLC
generally enters into a placement agent agreement with either the EQT Fund or the
General Partner of that EQT Fund. However, EQT Partners BD LLC does not currently
receive any compensation in exchange for the placement agent and distribution services it
provides. Moreover, as neither the Adviser nor its affiliates trade in specific securities
through EQT Partners BD LLC for Pooled Investment Vehicle accounts, there is not
anticipated to be any conflict of interest.
EQT AB is responsible for the allocation of investment opportunities between the
EQT Funds and other pooled investment funds and accounts managed by EQT AB, some
of which may have investment strategies that partially overlap with the investment
strategies of an EQT Fund or may target investments that would exceed any investment
restriction of an EQT Fund or which it would otherwise not be prudent for an EQT Fund
to make on its own. As a general matter and as discussed further in the Private Placement
Memorandums and Partnership Agreements of the relevant EQT Funds, EQT AB will
allocate investment opportunities in good faith, based on the applicable investment
guidelines of such EQT Fund and such other funds and accounts, taking into account the
sourcing of the transaction, the relative amounts of capital available for investment,
principles of diversification, the nature of the prospective investment and the target return
profile of such funds and accounts (bearing in mind that actual returns from an
investment may not be in line with target returns) and other considerations believed to be
relevant by EQT AB.
The Adviser is an investment adviser to general partners and managers of Pooled
Investment Vehicles with Equity and Credit strategies, respectively. Because of the
different legal rights associated with debt and equity of the same portfolio company, the
Adviser may face a conflict of interest in respect of the advice it gives to, and the actions
it takes on behalf of, one Pooled Investment Vehicle’s general partner or manager versus
another Pooled Investment Vehicle’s general partner or manager (e.g., the terms of debt
instruments, the enforcement of covenants, the terms of recapitalizations, participation in
market re-pricing transactions, and the resolution of workouts or bankruptcies or other
consents of debt-holders). Given the nature of such conflicts, there can be no assurance
that any such conflict can be resolved in a manner that is beneficial to both Pooled
Investment Vehicles and the action taken for one Pooled Investment Vehicle may be
adverse to another Pooled Investment Vehicle. Investments by more than one Pooled
Investment Vehicle in a particular portfolio company may also raise the risk of using
assets of one Pooled Investment Vehicle to support positions taken by other Pooled
Investment Vehicles. There can be no assurance that any such conflict can be resolved in
a manner that is beneficial to either Pooled Investment Vehicle. In that regard, actions
may be taken for one or more Pooled Investment Vehicles that adversely affect other
Pooled Investment Vehicles. The general partner or, if applicable, the manager of the
relevant Pooled Investment Vehicle will seek to resolve all such conflicts using its best
judgment, but in its sole discretion, subject to the terms of the relevant Pooled Investment
Vehicle’s governing documents, as applicable.
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Personal Trading Code of Ethics
The Adviser has adopted a Code of Ethics (the “Code of Ethics”) pursuant to SEC
Rule 204A-1 under the Advisers Act to establish the standard of conduct expected of all
of the Adviser’s supervised persons, in light of the Adviser’s duties to its clients under
the Advisers Act. Among other things, the Code of Ethics requires that each supervised
person should at all times place the interests of its clients before the supervised person’s
own interests.
The Code of Ethics includes provisions relating to the fiduciary duties of
supervised persons, a prohibition on insider trading, the confidentiality of information
concerning the Pooled Investment Vehicles, its portfolio companies, Limited Partners and
the Adviser, and reporting obligations relating to securities holdings and transactions,
among other matters. Each supervised person is required to provide the Chief
Compliance Officer with a written acknowledgement of his or her receipt of the Code of
Ethics and any material amendments, and thereafter must certify on an annual basis to
having read, understood and complied with the Code of Ethics.
The Code of Ethics forbids any supervised person from engaging in any insider
trading and from disclosing or using material non-public information in violation of
applicable law. Securities transactions of supervised persons are monitored by the Chief
Compliance Officer pursuant to the Code of Ethics in order to reasonably prevent or
address conflicts of interest among the Adviser, “access persons” and clients. Subject to
certain limited exceptions, certain of the Adviser’s employees (those considered to be
“access persons” under the SEC rules) are required by the Code of Ethics policy to:
pre-clear certain personal securities transactions;
report personal securities holdings to the Chief Compliance Officer after
becoming an employee;
quarterly report personal securities transactions to the Chief Compliance Officer;
and
annually report personal securities holdings to the Chief Compliance Officer.
Certain classes of securities have been designated as exempt transactions under
the Code of Ethics, based upon a determination that these exemptions would not
materially interfere with the best interests of clients.
Investors may request a copy of the Code of Ethics, free of charge, by contacting
the Adviser’s Chief Compliance Officer.
Participation or Interest in Client Transactions
Investment professionals of the Adviser and certain employees of its related
persons will have a material financial interest in the investments of the Funds through
their commitment to the General Partners and the Co-Investment Vehicles. The
Partnership Agreements contain provisions addressing potential conflicts of interest
involving the Adviser and its related persons, including the allocation of investment
opportunities. The Compliance Manual includes policies designed to ensure compliance
with such provisions.
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The Adviser does not have the authority to execute any transactions (or select any
broker to execute such transactions) on behalf of the Pooled Investment Vehicles.
Under limited circumstances, the Adviser may recommend a broker-dealer with
respect to a Pooled Investment Vehicle transaction. The Adviser does not have any fixed
criteria for recommending a broker-dealer. In these circumstances, the Adviser will seek
to recommend the broker-dealer that it believes will provide the “best execution,” which
the Adviser will determine not only by most favorable total costs or proceeds reasonably
attainable in the circumstances but also by qualitative execution. The Adviser does not
receive research or other non-execution products or services from any broker-dealer with
respect to any such transaction. The Adviser does not receive client referrals from any
broker-dealer.
From time to time, the Adviser or the relevant Pooled Investment Vehicle’s
general partner or manager may, but is not obligated to, purchase or sell securities for
several Pooled Investment Vehicle accounts at approximately the same time. Such orders
may be aggregated or “batched” to facilitate obtaining best execution and/or to reduce
brokerage commissions or other costs. Batched transactions are executed in a manner
intended to ensure that no participating Pooled Investment Vehicle is favored over any
other Pooled Investment Vehicle. When an aggregate order is partially filled, the
securities purchased or sold will normally be allocated on a pro rata basis to each Pooled
Investment Vehicle participating in such buy or sell order in accordance with the amount
of securities originally requested for such Pooled Investment Vehicles. Exceptions to pro
rata allocations are permissible provided they are fair and equitable to Pooled Investment
Vehicles over time.
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The Adviser is not responsible for the review of the investment activities of the
Pooled Investment Vehicles. The general partners and, in certain circumstances, the
managers of Pooled Investment Vehicles perform all such reviews and provide all related
reports in accordance with the Private Placement Memorandums and the Partnership
Agreements.
The General Partners, with the assistance of the Adviser, among others, provide
audited annual reports, including details of the sources of distributions made during the
year, and unaudited quarterly reports to Limited Partners, including semi-annual
valuation of unrealized investments together with details of all borrowings and other
obligations of the Funds.
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Neither the Adviser nor the Funds currently compensates a placement agent in
connection with the marketing and sale of interests in the Funds.
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The Adviser is deemed to have “custody” for purposes of the Advisers Act of the
cash and securities of certain of the Funds and Co-Investment Vehicles by virtue of its
relationship with their respective general partners.2 Except as permitted by the Advisers
Act, such cash and securities are maintained in accounts established with qualified
custodians, as defined in Rule 206(4)-2 of the Advisers Act (each, a “Qualified
Custodian”). Such accounts are in the name of the particular Fund, Co-Investment
Vehicle, or the relevant special purpose vehicle formed by the Fund or Co-Investment
Vehicle for the purpose of making investments, as applicable.
The Adviser does not have custody of the cash and securities of any Fund or Co-
Investment Vehicle for which the Adviser does not control, is not controlled by and is not
under common control with the general partner or manager of such Fund or Co-
Investment Vehicle.
2 As noted above in Item 4 – Fund Structure, the Adviser is a related person of certain (but not all) of
the General Partners of the Funds.
Each of the above Funds and Co-Investment Vehicles is subject to an annual audit
by an independent public accountant that is registered with, and subject to regular
inspection by, the Public Company Accounting Oversight Board. The respective general
partner or, if applicable, the respective manager will ensure that the Fund’s or Co-
Investment Vehicle’s audited financial statements are distributed to each investor within
120 days of the Fund’s or Co-Investment Vehicle’s fiscal year end.
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The Adviser does not have discretionary authority with respect to the investments
of the Pooled Investment Vehicles. The management and the conduct of the activities of
the Funds and Co-Investment Vehicles are the ultimate responsibility of their respective
general partners or, in certain circumstances, their respective managers and all decisions
relating to the selection and disposition of the Funds’ and Co-Investment Vehicles’
investments are made exclusively by such general partners or, in certain circumstances,
such managers in accordance with the relevant partnership agreements.
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The Adviser does not have the authority to vote any proxy on behalf of the Pooled
Investment Vehicles. The Pooled Investment Vehicles invest primarily in private
companies, which typically do not issue proxies. Any proxy proposal in connection with
a publicly traded portfolio company of a Pooled Investment Vehicle would be addressed
by its general partner or, in certain circumstances, its manager.
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The Adviser is not aware of any financial commitment that impairs its ability to
meet its contractual or fiduciary commitments to the clients and has not been the subject
of a bankruptcy proceeding.
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Open Brochure from SEC website