Principal Owners Columbus Hill Capital Management, L.P. was formed as a Delaware Limited Partnership in April of 2006 to operate as a private investment partnership and commenced investment management activities on October 1, 2006. CHC Partners, L.L.C. is the sole general partner of the Investment Manager. Kevin D. Eng is the sole managing member of CHC Partners, L.L.C.

Advisory Services

The Firm’s primary advisory business currently consists of providing investment management and advisory services to certain private investment funds. As of the date hereof, these private investment funds are:


• Columbus Hill Overseas Master Fund, Ltd. (Flagship Offshore Master Fund)
• Columbus Hill Overseas, Ltd. (Flagship Offshore Feeder Fund)
• Columbus Hill Partners, L.P. (Flagship Domestic Fund)
• Columbus Hill Opportunities Overseas Master Fund, L.P. (Drawdown Offshore Master Fund)
• Columbus Hill Opportunities Overseas, L.P. (Drawdown Offshore Feeder Fund)
• Columbus Hill Opportunities Fund, L.P. (Drawdown Domestic Fund)

Defined terms used herein relating to these private investment funds:


• “Offshore Fund” refers to Columbus Hill Overseas Master Fund, Ltd., together with its offshore feeder fund, Columbus Hill Overseas, Ltd.
• “Domestic Fund” refers to Columbus Hill Partners, L.P.
• “Flagship Funds” refers to the Domestic Fund together with the Offshore Fund
• “Offshore Opportunities Fund” refers to Columbus Hill Opportunities Overseas Master Fund, L.P. together with its offshore feeder fund, Columbus Hill Opportunities Overseas, L.P.
• “Domestic Opportunities Fund” refers to Columbus Hill Opportunities Fund, L.P.
• “Opportunities Funds” refers to the Domestic Opportunities Fund together with the Offshore Opportunities Fund
• “Accounts” or “Funds” refers to the Flagship Funds together with the Opportunities Funds Columbus Hill Capital Partners, L.L.C., a Delaware limited liability company that is an affiliate of the Firm (the “Flagship General Partner”), serves as the general partner of the Domestic Fund. Columbus Hill Opportunities Capital Partners, LLC, a Delaware limited liability company that is an affiliate of the Firm (the “Opportunities General Partner” and, together with the Flagship General Partner, the “General Partners”), serves as the general partner of the Domestic Opportunities Fund and Columbus Hill Opportunities Overseas Master Fund, L.P. Investment objectives and strategies are typically set forth in the relevant Fund’s Offering Documents. The Firm has discretionary trading authority over its Accounts. Reference to investing by the Firm, unless otherwise specified, refers to its doing so on behalf of its Accounts.

Interests in the Domestic Fund and Domestic Opportunities Fund (together the “Domestic Funds”) are offered on a private placement basis, and in reliance on Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who are “Accredited Investors” and “Qualified Purchasers” or “Knowledgeable Employees,” as defined under the Securities Act of 1933 (the “Securities Act”) and the Company Act, and, collectively referred to herein as “Qualified Investors,” and who are generally subject to certain other conditions, including a minimum investment.

Shares in the Offshore Fund and the Offshore Opportunities Fund (together the “Offshore Funds”) are generally offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of tax-exempt U.S. Persons) that are Qualified Investors on a private placement basis, and who are generally subject to certain other conditions, including a minimum investment.

The Firm does not participate as either a sponsor or manager of any wrap fee programs.

This Brochure generally includes information about the Investment Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only.

Investment Restrictions and Selection of Strategy

The Firm provides investment advice based on the investment objectives, guidelines, risk tolerance and financial circumstances of its Accounts. Assets Under Management (“AUM”) The Firm’s aggregate AUM was $1,328,100,0001 as of January 1, 2019, all of which is managed on a discretionary basis. 1 AUM represents the net asset value (“NAV”) of the Domestic Fund and the Offshore Fund as of 12/31/18 (based on the 2018 audited financial statements of the private funds), rounded to the nearest $100,000 and adjusted to give effect to next day subscriptions. AUM does not include any undrawn capital of the Opportunities Funds. As of the date of this document, no capital has been drawn with respect to the Opportunities Funds. please register to get more info

The Firm is compensated for providing services to Accounts as set forth in the relevant Offering Documents. Fees and other compensation are negotiated and vary. Management fees are typically based on a percentage of assets under the Firm’s management. Performance compensation is based on the net realized and unrealized capital appreciation for each year, after making up any losses carried forward from prior calculation periods.2

Management fees, generally up to 1.75% depending upon the investment class, are paid quarterly in advance. Performance compensation is generally re-allocated annually and upon redemption. Whether fees are billed or deducted from Account assets would generally be reflected in the relevant Offering Documents.

Performance compensation, generally up to 20% depending upon the investment class, is generally calculated annually as a percentage of the increase in the net asset value of a series/capital account (prior to giving effect to redemptions/withdrawals as of such date) and after the reduction for all fees (including the management fee, but other than the performance compensation itself) above a high-water mark. Please see Item 6 “Performance-Based Fees and Side-by Side Management” below for further discussion of such fees and the conflicts of interest they can create.

Other Expenses

In addition to the fees and compensation described above, an Account bears its own ordinary operating and other expenses including, but not limited to, investment-related expenses. For example, such expenses may include:


• Expenses that the General Partners/Firm reasonably determines to be related to the investment of Account assets, such as: o brokerage commissions (please see Item 12 “Brokerage Practices” below for further discussion of such fees and the conflicts of interest they can create); o expenses relating to short sales; o clearing and settlement charges; o bank service fees, custodial fees; o interest expenses; o expenses relating to consultants, attorneys, brokers or other professionals or advisers who provide research, advice or due diligence services with regard to investments; 2 Portfolio investments are valued in accordance with the firm’s valuation policy. Some investments in the portfolio may be illiquid, traded infrequently and difficult to value, and accordingly will be valued in good faith and in some circumstances differently than third-party price indications. The firm may therefore have a conflict of interest in determining the valuation of its Clients’ assets and liabilities, particularly since higher valuations will have the effect of increasing the amount of fees paid to the firm. o appraisal fees and expenses; and o investment banking expenses.
• legal expenses;
• taxes;
• accounting, audit, tax preparation and other tax-related expenses (including the cost of accounting software packages);
• research-related expenses (including, but not limited to, Bloomberg services);
• organizational and offering expenses (including, but not limited to, any expense related to anti-money laundering due diligence);
• fees of the Administrator and related costs;
• the costs of third-party pricing services and price quotation services;
• costs of printing and mailing reports and notices;
• costs of directors' and officers' insurance policies and other liability insurance covering the Funds, General Partners, the members of the Board of Directors, the Investment Manager, and their respective employees, agents and affiliates;
• corporate licensing;
• government fees;
• regulatory expenses (including filing fees);
• investment-related travel expenses;
• expenses related to the purchase and sale of illiquid investments; and
• extraordinary expenses and other similar expenses related to the Account as the General Partners/ Investment Manager determine.

Expenses (except for the Management Fee and Investor-Related Taxes, defined below) generally will be shared by all of the Fund Investors in each Fund, pro rata, in accordance with their capital accounts (except with respect to an expense related to a single investor or group of investors, which may be allocated to such investor or group of investors); provided, however, that the General Partner will specially allocate expenses related to a Special Investment to the capital accounts of the investors participating therein, such allocation to be in proportion to such investors' participating percentages in such Special Investment.; and provided, further, that the Firm will allocate the costs of directors' and officers' insurance and other liability insurance premiums 20% to the Firm and 80% to the Funds/ Accounts. If any of the above expenses are incurred jointly for the Fund and Other Accounts, such expenses will be allocated pro rata based on net asset value, or in proportion to the size of the investment made by each in the activity or entity to which the expense relates, or in such other manner as the Investment Manager considers fair and reasonable. "Investor-Related Tax" means any tax withheld from the Fund or paid over by the Fund, in each case, directly or indirectly, with respect to or on behalf of an investor, and interest, penalties and/or any additional amounts with respect thereto, including without limitation, (i) a tax that is determined based on the status, action or inaction (including the failure of an investor to provide information to eliminate or reduce withholding or other taxes) of an investor, or (ii) an "imputed underpayment" within the meaning of Section 6225 of the Internal Revenue Code of 1986, as amended (the "Code") and any other similar tax, attributable to an investor, as determined by the General Partner in its discretion. Subscription fees are not charged. Commission or markup is not charged on top of advisory fees as the Firm does not charge commissions for the sale of investment products. please register to get more info

The Firm accepts performance-based compensation from every account. However, the variation of performance compensation structures among the Firm’s clients may create an incentive for the Firm to direct the best investment ideas to, or allocation or sequence trades in favor of, clients that pay or allocate higher performance compensation. The Firm is committed to allocating investment opportunities on a fair and equitable basis and has established policies and procedures with respect to allocation of investment opportunities as discussed in Item 12 below.
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The Firm serves as an investment adviser to pooled investment vehicles.
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Investment Strategies

No guarantee or representation is made that the Firm’s investment program will be successful. Investing in securities involves risk of loss that clients should be prepared to bear. The Firm seeks to achieve superior risk-adjusted returns over a multi-year period through all phases of the market cycle by applying an opportunistic, value-oriented approach to investing and maintaining a focus on capital preservation. To achieve its investment objectives, it seeks to utilize strategies including, but not limited to:
• investment in debt and equity securities, including but not limited to stressed and defaulted debt and equity securities, high-yield bonds, post-reorganization equity securities, bank loans (including first lien, second lien and debtor-in-possession bank loans), credit default swaps, sovereign debt securities, and other debt and equity securities;
• event-driven investments, such as investments made as a result of third party litigations, corporate reorganizations, bankruptcies, and mergers and acquisitions; and
• investment in private companies and special situations investments. The Firm will not be limited with respect to the types of investment strategies it may employ or the markets or instruments in which it may invest.

The Firm’s investment strategy:


• incorporates a research process intended to include a thorough understanding and analysis of each investment opportunity's fundamental and intrinsic value, coupled with an appreciation for the macro environment, economic cycles and other key factors such as public policy, industry and political developments;
• seeks to assess intrinsic value in relation to market valuations, and to position portfolio investments where such divergence offers what the Firm believes are the most attractive risk adjusted returns;
• seeks to identify and consider investing in fulcrum and near-fulcrum instruments,3 migrating through capital structures as the economic cycle evolves and offers opportunities to deploy capital to match the risk/reward balance it deems optimal; and
• involves (i) taking a directional view utilizing our knowledge of companies and industry sectors, and (ii) leveraging our analysis performed on one investment to make other investments in the same or similar industries.

The Firm believes that identifying and realizing upon such opportunities requires a distinct set of skills, including credit-based fundamental analysis and a broad, deep and highly experienced perspective and the ability to act in a nimble, decisive manner. The Firm believes that a fundamental based and credit-derived approach to investment analysis is best suited to evaluating investment opportunities in the markets. The Firm may utilize a unified investment approach that focuses on credit-based cash flow to evaluate both distressed debt investments and value equity investments. Also, to help unlock value, select investments may result in more active involvement by the Firm or its representatives, such as in leadership positions on creditor committees or boards of directors or other similar roles. The Firm may invest worldwide in U.S. and non-U.S. securities and other instruments, including, without limitation, the following:
• equities (listed, unlisted, traded or privately offered, domestic, foreign, American 3 The fulcrum or near-fulcrum instruments are typically the most senior debt or other securities in the capital structure where the implied enterprise value of the business might not fully cover the claim of the securities. depository receipts and preferred);
• secured and unsecured debt (both corporate and sovereign, bank loans, and other legal and/or contractual claims);
• convertible bonds and preferred stock; and
• derivative instruments, including listed and over-the-counter options, futures, forward contracts, swaps, caps, floors, and other equity and fixed income related instruments, and contracts for differences.

Methods of Analysis

The portfolio is discussed and/or reviewed on a regular basis by members of the Investment Team and at meetings of the Investment Committee and Risk Committee. Portfolio decisions are discussed by the Investment Committee and by members of the Investment Team.

Material Risks for Strategies and Security Types

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in any Account. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Firm. Because it may be useful in understanding our investment program, we have also included below a non-exclusive list of certain risks related to securities and other instruments in which the Firm invests. Risks of Investments in Securities Generally. All securities investments involve a risk of the loss of capital. No guarantee or representation is made that the Firm's investment program will be successful. Certain investment techniques can, in certain circumstances, substantially increase the impact of adverse market movements to which the Account may be subject. In addition, the investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Account invests its assets. The Firm's methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. No Limitation on Strategies. The Firm will opportunistically implement whatever strategies or discretionary approaches it believes from time to time may be best suited to prevailing market conditions. There can be no assurance that it will be successful in applying any strategy or discretionary approach to Account trading. The Firm may elect, in its sole discretion, to have an Account pursue investment strategies that are different from the then current investment strategies if it determines that such different strategies are in the best interests of the Account. Diversification Policies and Concentration. The Firm has no diversification policies and an Account may at any time or from time to time concentrate investments in particular types of investments. If the Account at any time holds a limited number of investments, the aggregate return of the Account may be substantially adversely affected by an unfavorable performance of any single investment. Moreover, in such circumstances, since all of the Account's investments cannot reasonably be expected to perform well or even return capital, for the Account to achieve above-average returns, one or a few of its investments must perform very well. There can be no assurance that this will be the case. To the extent the Account concentrates investments in a particular issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. The Firm Is an Active Trader. Trading activities may involve certain short-term market considerations. Accordingly, the turnover rates of a significant portion of certain portions of a portfolio may be substantial and involve correspondingly high transactional costs. Limitations Due to Regulatory Restrictions. The Firm may seek to acquire a significant stake in certain securities. In the event such stake exceeds certain percentage or value limits, the Firm may be required to file a notification with a governmental agency or comply with other regulatory requirements. Certain notice filings are subject to review that may require a delay in the acquisition of the security. Compliance with such filing and other requirements may result in additional costs to the Accounts, and may delay the Firm's ability to respond in a timely manner to changes in the markets with respect to such securities. Speculative Position Limits. All commodity accounts owned, held, managed and controlled by the Firm are aggregated for position limit purposes. The Firm may manage additional client accounts in the future. The Firm believes that established position limits will not adversely affect contemplated trading. It is possible, however, that from time to time the trading decisions of the Firm may have to be modified and positions held or controlled may have to be liquidated to avoid exceeding position limits. Such modifications and liquidations could have an adverse effect on an Account. Short Selling. The Firm portfolios will include short positions. Short selling involves selling securities which are not owned by the short seller and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to an Account of buying those securities to cover the short position. There can be no assurance that the Firm will be able to maintain the ability to borrow securities sold short. In such cases, an Account can be "bought in" (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Leverage; Interest Rates; Margin. The Firm may leverage Account capital because it believes that the use of leverage may enable an Account to achieve a higher rate of return. Accordingly, the Firm may pledge Account securities in order to borrow additional funds for investment purposes. The Firm may also leverage Account investment return with options, short sales, swaps, forwards and other derivative instruments. There is no restriction on the amount of leverage the Firm may use and the amount of borrowings which an Account may have outstanding at any time may be substantial in relation to its capital.

While leverage presents opportunities for increasing total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent an Account is leveraged. The cumulative effect of the use of leverage in a market that moves adversely to the investments could result in a substantial loss which would be greater than if an Account was not leveraged.

In general, the anticipated use of short-term margin borrowings results in certain additional risks to an Account. For example, should the securities pledged to brokers to secure margin accounts decline in value, the Account could be subject to a "margin call," pursuant to which the Account must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the assets, an Account might not be able to liquidate assets quickly enough to satisfy its margin requirements. If the Fund utilizes margin, then its prime broker will have the right to rehypothecate, lend or otherwise use such assets, subject to the limits set forth under applicable law.

The Firm may enter into repurchase and reverse repurchase agreements on behalf of an Account. When the Firm enters into a repurchase agreement, it "sells" securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Firm "buys" securities issued by the U.S. or a non-U.S. government, or agencies thereof, from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements involves certain risks, including the risk that the seller under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities. Disposing of the security in such a case may involve costs to the Account. Illiquid Investments. The Firm may invest in securities, bank debt and other claims, and other assets, which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable and the Firm may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Further, if there are other market participants seeking to dispose of similar investments at the same time, the Firm may be unable to sell such investments or prevent losses relating to such investments. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Firm may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Under certain market conditions, such as during volatile markets or when trading in a security or market is otherwise impaired, the liquidity of an Account portfolio positions may be reduced. During such times, the Firm may not be able to dispose of certain assets, which would adversely affect the ability to rebalance the Account’s portfolio or to meet redemption/withdrawal requests. Furthermore, if an Account incurs substantial trading losses, the need for liquidity could rise sharply while its access to liquidity could be impaired.

In addition, the Firm may invest a portion of Account assets in investments that it believes either lack a readily assessable market value or should be held until the resolution of a special event or circumstances (i.e., Special Investments). The Firm may not be able to readily dispose of Special Investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. For accounting purposes, Special Investments and other assets and liabilities for which no such market prices are available will generally be carried on the books of the Account at fair value as reasonably determined by the Firm. There is no guarantee that fair value will represent the value that will be realized by the Account on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. A redeeming/withdrawing investor (hereinafter, a “redeeming investor”) with an interest in an investment that has been designated a Special Investment will not receive any amount in respect of such interest until the related Special Investment is realized or deemed realized. Micro, Small and Medium Capitalization Companies. The Firm may invest in the securities of companies with micro- or small- to medium-sized market capitalizations. The Firm believes such securities often provide significant potential for appreciation, but those securities involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of micro- and small-capitalization and even medium-capitalization stocks are often more volatile than prices of large-capitalization stocks and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is higher than for larger, "blue chip" companies. In addition, because of thin trading, an investment in those securities may be illiquid. Currency Risks. Investments that are denominated in a non-U.S. currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Firm may try to hedge these risks by investing directly in non-U.S. currencies, buying and selling forward non-U.S. currency-exchange contracts and buying and selling options on non- U.S. currencies, but there can be no assurance such strategies will be effective.

To the extent unhedged, the value of positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as the price changes of the investments in the various and local markets and currencies. In such cases, an increase in the value of the U.S. dollar compared to the other currencies in which the Firm makes its investments will reduce the effect of any increases and magnify the effect of any decreases in the prices of the securities in their local markets and may result in a loss to an Account. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on non-U.S. dollar investments. Furthermore, the Account may incur costs in connection with conversions between various currencies. Hedging Transactions. The Firm may utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Account’s portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect an Account's unrealized gains; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in an Account's portfolio; (v) hedge the interest rate or currency exchange rate on any of an Account's liabilities or assets; (vi) protect against any increase in the price of any investment the Account anticipates purchasing at a later date or (vii) act for any other reason that the Firm deems appropriate. The Firm will not be required to hedge any particular risk in connection with a particular transaction or an Account’s portfolio generally.

The success of the Firm's hedging strategy will depend, in part, upon its ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many investments change as markets change or time passes, the success of the hedging strategy will also be subject to the Firm's ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Firm may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance than if it had not engaged in such hedging transactions. For a variety of reasons, the Firm may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent an Account from achieving the intended hedge or expose an Account to risk of loss. The Firm may not hedge against a particular risk because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because it does not foresee the occurrence of the risk. Factors affecting Commodities Prices. The values of commodities which underlie the commodity futures contracts and other types of financial instruments are generally affected by, among other factors, the cost of producing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, weather and climate conditions, changes in interest rates, rates of inflation, currency devaluations and revaluations, embargoes, tariffs, regulatory developments, governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies, political and other global events and global economic factors. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in certain markets and this intervention may cause these markets to move rapidly. The Accounts and the Firm have no control over the factors that affect the price of commodities. Accordingly, the value of the Account's investments could change substantially and in a rapid and unpredictable manner.

Call Options. The seller (writer) of a call option which is covered (i.e., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of the securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. Put Options. The seller (writer) of a put option which is covered (i.e., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security if the market price falls below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire premium investment in the put option. Futures Contracts. The value of futures contracts depends upon the price of the securities, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which the Account's positions trade or of its clearing houses or counterparties. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits." Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Firm from promptly liquidating unfavorable positions and subject it to substantial losses or prevent it from entering into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price limit of a security or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract.

Non-U.S. Futures Transactions. Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally "linked" to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the Accounts may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the time the foreign futures contract is liquidated or the time the foreign option contract is liquidated or exercised. Stock Index Options. The Firm may also purchase and sell call and put options on stock indices listed on securities exchanges or traded in the over-the-counter market for the purpose of realizing its investment objectives or for the purpose of hedging its portfolio. A stock index fluctuates with changes in the market values of the stocks included in the index. The effectiveness of purchasing or writing stock index options for hedging purposes will depend upon the extent to which price movements in the portfolio correlate with price movements of the stock indices selected. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether gains or losses are realized from the purchase or writing of options on indices depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular stocks. Accordingly, successful use of options on stock indices will be subject to the Firm's ability to correctly predict movements in the direction of the stock market generally or of particular industries or market segments. Other Derivative Instruments. The Firm may take advantage of opportunities with respect to derivative instruments that are not presently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with investment objectives and legally permissible. Special risks may apply to instruments that are invested in by the Firm in the future that cannot be determined until such instruments are developed or the Firm determines to make such an investment. Forward Trading. The Accounts may enter into forward contracts and options thereon, including non-deliverable forwards, which are currently not traded through clearinghouses, although this may change. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Firm would otherwise recommend, to the possible detriment of the Accounts. In its forward trading, the Accounts will be subject to the risk of the failure of, or the inability or refusal to perform with respect its forward contracts by, the principals with which the Account trades. Account assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Firm may order trades for the Account in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the Account to the risk of loss. Credit Default Swaps. The Firm may invest in credit default swaps. A credit default swap is a contract between two parties which transfers the risk of loss upon the occurrence of one or more credit events specified in the contract relating to specified categories of debt of a referenced company. Typical credit events include, among other things, a company failing to pay principal or interest on time with respect to any debt in the specified categories or a company filing for bankruptcy or the debt of a company being restructured or being accelerated. In essence, an institution which owns corporate debt instruments can purchase a limited form of default protection by entering into a credit default swap with another bank, broker-dealer or financial intermediary. In general, upon the declaration of a credit event by an ISDA determinations committee, the swap is terminated and an auction is held to determine the price (as a percentage of par value) of specified debt obligations that meet certain criteria. Upon determination of the price in the auction, the seller of protection will then pay the buyer of protection the difference between such price and the par value. In the manner described above, credit default swaps can be used to hedge a portion of the default risk on a category of loans or bonds issued by one company or on a portfolio of loans or bonds issued by multiple companies. An Account may also "purchase" credit default protection even in the case in which it does not own the referenced instrument if, in the judgment of the Firm, there is a likelihood of credit deterioration.

Credit default swaps can also be used to implement the Firm's view that a particular credit, or group of credits, will experience credit improvement. In the case of expected credit improvement, the Firm may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of the Account to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity.

Swap transactions dependent upon credit events are priced incorporating many variables including the pricing and volatility of the underlying referenced obligation, potential loss upon default and U.S. Treasury Yields, among other factors. As such, there are many factors upon which market participants may have divergent views. The Firm may also enter into credit- default swap transactions, even if the credit outlook is positive, if it believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap. Contracts for Differences. The Firm may enter into contracts for differences. In these transactions, an Account and another party assume price positions in reference to an underlying security or other financial instrument. The "difference" is determined by comparing each party's original position with the market price of such securities or financial instruments at a pre-determined closing date or on such earlier date on which the contract is terminated. Each party will then either receive or pay the difference, depending on the success of its investment. Financial markets for the securities or instruments which form the subject of a contract for differences can fluctuate significantly. Parties to a contract for differences assume the risk that the markets for the underlying securities will move in a direction unfavorable to their original positions. In addition, these contracts often involve considerable economic leverage. As a result, such contracts can lead to disproportionately large losses as well as gains and relatively small market movements can have large impacts on the value of the investment. Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its "conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity.

A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security's governing instrument. If a convertible security held by an Account is called for redemption, the Account will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Account's ability to achieve its investment objective. Fixed-Income Securities. The Firm may invest in bonds or other fixed-income securities of U.S. and non-U.S. issuers, including, without limitation, bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by a government or one of its agencies or instrumentalities; and commercial paper. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed income securities in which the Account may invest will change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of creditworthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer's inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). Investments in Distressed Securities. The Firm may invest in "below investment grade" securities and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court's power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies' securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to an Account's investment in any instrument, and a significant portion of the obligations and securities in which the Account invests may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Firm will correctly evaluate the value of the assets collateralizing the loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Firm invests, an Account may lose its entire investment, may be required to accept cash or securities with a value less than the original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Account's investments may not compensate the investors adequately for the risks assumed. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Account of the security in respect to which such distribution was made. In certain transactions, an Account may not be "hedged" against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. Loans and Participations Bank Loans. The Firm's investment program may include investments in significant amounts of bank loans (directly through an assignment or indirectly through a participation). These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors' rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the Account to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, the Firm compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by an Account.

As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to the high- yield debt market.

The Firm's success in investing in loans will depend, in part, on its ability to obtain loans on advantageous terms. In purchasing loans, the Firm will compete with a broad spectrum of investors, many of which have substantially greater financial resources and are better known than the Firm. Increased competition for, or a diminution in the available supply of, qualifying loans could result in lower yields on such loans, which could reduce returns to investors. Second Lien Loans. The Firm may invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy that can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. For example, beginning in August 2007, the market for many loan products, including second lien loans, contracted significantly which made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants ceased underwriting and purchasing certain second lien loan products. There can be no assurance that such market conditions will not recur.

Bridge Loans. It is a common practice for financial institutions to commit to providing bridge loans to facilitate acquisitions, including leveraged buyouts (or LBOs), where they serve as advisers to the purchaser. Bridge loans are frequently made because, for timing or market reasons, longer-term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing; however, due to market conditions affecting the availability of these other sources of financing (principally high-yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities. Borrower and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer term loan. If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by the Firm, there may be an adverse effect upon an Account’s performance and ability to make distributions.

Debtor-in-Possession Loans. Loans to companies that have filed for protection under Chapter 11 of the U.S. Bankruptcy Code, as amended, are most often asset-based, revolving working- capital facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in the debtor's capital structure and because their terms have been approved by a U.S. federal bankruptcy court order, it is possible that the debtor's reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender's collateral might be insufficient to repay in full the DIP loan. Participations in Loans. The Firm may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest and not with the borrower. In purchasing participations, an Account typically will not have the right to vote on matters requiring a vote of holders of the underlying debt and may have no right to enforce compliance by the borrower with the terms of the loan agreement, or any rights of set-off against the borrower, and the Account may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, if an Account were to hold a participation, it would assume the credit risk of both the borrower and the institution selling the participation to the Account. In certain circumstances investing in the form of participation may be the most advantageous or only route for the Account to make or hold any such investment, including in light of limitations relating to local laws or the willingness of administrative agents or borrowers to allow the Account to become a direct lender.

Fraud Associated with Loans. Of paramount concern in loan investments is the possibility of material misrepresentation or omission on the part of the borrower or loan seller. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Firm to perfect or effectuate a lien on the collateral securing the loan. The Firm will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to an Account may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment.

Use of Information. The Firm may be entitled to receive non-public information from certain issuers in connection with its investments or proposed investments in the loans or other securities of such issuers. However, the Firm may choose to remain on the “public side” and not to access such non-public information in order to preserve its ability to invest in other securities issued by the same issuer in compliance with applicable securities laws and regulations. The information that the Firm chooses not to obtain may include information that a reasonable investor would consider important or helpful in making an investment decision concerning the loan or security in connection with which it is being furnished by the issuer. Investing in High-Yield Securities. The Firm may invest in high-yield securities. Such securities are generally not exchange traded and, as a result, these instruments trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace. In addition, the Firm will invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer's inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities.

The Fund may invest in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer's obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative.

Loans of Portfolio Securities. The Firm may lend Account portfolio securities. By doing so, the Firm attempts to increase income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, an Account could experience delays in recovering such securities. To the extent that the value of the securities lent has increased, an Account could experience a loss if such securities are not recovered.

Bankruptcy Claims. The Firm may invest in debt and equity of financially distressed companies. In the event that the issuer files for bankruptcy protection, an Account may be unable to sell its claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are not generally regulated by U.S. Federal securities laws or the SEC. To the extent debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have a first recourse to the collateral securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer’s business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that an Account will be able to recover the entire amount of its bankruptcy claim. Risks Associated with Bankruptcy Cases. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions which may be contrary to the interests of an Account (in its role as a creditor). Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and an Account; it is subject to unpredictable and lengthy delays; and during the process the company's competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where the Account may recover the entire amount of its bankruptcy claim, the Account may be adversely impacted by any costs incurred by the Account in representing its interests in a debtor’s bankruptcy case. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer's fundamental values. Such investments can result in a total loss of principal.

U.S. bankruptcy law permits the classification of "substantially similar" claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Firm's influence with respect to a class of securities can be lost by virtue of the size of its claim relative to the claims of the entire class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for certain taxes) may impair the recovery of an investment in a bankruptcy claim.

Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (the “Bankruptcy Code”) (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where an Account is found to have engaged in such misconduct, an Account may lose its priority.

The Firm may invest some of its Accounts assets in securities of issuers domiciled, or assets located, in non-U.S. countries. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. The Firm, on behalf of an Account, may elect to serve on creditors' committees, equity holders' committees or other groups to ensure preservation or enhancement of the Account's position as a creditor or equity holder. A member of any such committee or group may owe a fiduciary duty and be subject to certain obligations to all members the committee represents and/or to the other similarly situated parties. The Firm may resign from the committee or group for any reason, including, for example, if the Firm concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Account. In such case, the Account may not realize the benefits, if any, of participation on the committee or group. In addition and also as discussed above, if the Account is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group.

The Firm may purchase creditors' claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called "equitable subordination"). The Firm does not intend to engage in conduct that would form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the nature of the debt obligations, the Firm may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by the issuer should be equitably subordinated. Contingent Liabilities. From time to time an Account may incur contingent liabilities in connection with an investment. For example, the Firm may purchase from a lender a revolving credit facility that has not yet been fully drawn. If the borrower subsequently draws down on the facility, the Account would be obligated to fund the amounts due. The Firm may also enter into agreements pursuant to which it agrees to assume responsibility for default risk presented by a third party, and may, on the other hand, enter into agreements through which third parties offer default protection to the Account. Litigation. Reorganizations and other investment scenarios can be contentious and adversarial. It is by no means unusual for participants to use the threat of, as well as actual, litigation as a negotiating technique. Moreover, the Account may participate as plaintiffs in litigation against third parties to enforce contractual or legal rights. During the term of an Account, the Firm, the Account and perhaps certain of the Account's larger investors may be named as defendants in civil proceedings. Any such litigation may involve significant ex please register to get more info

There are no legal or disciplinary events that are material to a Client’s or prospective client’s evaluation of the Firm’s advisory business or the integrity of the Firm’s management. As an active participant in the U.S. and global markets, we expect - from time to time - to receive inquiries from regulators, self-regulatory organizations, and exchanges regarding our trading and investment activities, as well as communications relating to legal and regulatory matters from regulators or private parties. Our policy is not to comment on or disclose any threatened or pending regulatory or legal matters unless and until we determine that such matters are material to our clients or to our business, at which point we will make disclosures that we deem appropriate. please register to get more info

While the General Partners are not separately registered as an investment adviser with the SEC, it is considered subject to the Advisers Act and the rules thereunder pursuant to the SEC Staff’s no-action letter to the American Bar Association, dated January 18, 2012. In addition, employees and persons acting on behalf of the General Partners are subject to the supervision and control of the Firm. Thus, the General Partners, all of its employees and the persons acting on behalf of the General Partners would be “persons associated with” the registered investment adviser so that the SEC could enforce the requirements of the Advisers Act on the General Partners.

The Firm and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. In addition, the Firm and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. please register to get more info

Code of Ethics

The Firm has adopted an Investment Adviser Code of Ethics (the “Code”) covering its personnel who are involved in the operation and offering of investment advisory services. The Code is based on the principle that Clients’ interests come first, and requires employees to meet the high standards that the Firm follows in conducting business, with integrity and professionalism. The Code requires that all employees comply with all applicable securities and related laws and regulations and it has certain reporting and pre-clearance requirements for employee personal trading, outside business activities, private investments, gifts and entertainment given and received, and political contributions. The Code also covers such topics as the prevention of misuse of material non-public information, proper use of outside consultants and the obligation to report possible violations of the Code to management or other appropriate personnel. All covered personnel are trained on and must certify to receipt of the Code. The Firm will make available a copy of the Code of Ethics to Clients and prospective clients upon request to review in our office. Other Activities of the Firm Personnel The Firm, its members, officers and employees will devote as much of their time to activities for its clients as the Firm deems appropriate. The Firm is not restricted from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with an Account and/or may involve substantial time and resources. In the event the Firm decides to engage in such activities in the future, it will undertake to do so in a manner that is consistent with its duties to its Accounts. Nevertheless, these activities could be viewed as creating a conflict of interest in that the time and effort of the Firm and its employees will not be devoted exclusively to the business of an Account, but will be allocated between the business of the Accounts and the management of such other activities.

In addition, as noted above, and subject to internal compliance policies and approval procedures, and applicable law, the members, officers and employees of the Firm may engage, from time to time, in limited personal trading of securities and other instruments, including securities and instruments in which the Account may invest, which could constitute a conflict of interest with an Account.

The Code and other policies and procedures, as indicated above, seek to address and manage such potential conflicts of interest. The Firm’s policies place strict limitations on employee personal trading and, as noted, includes reporting and pre-clearance of personal trading and other activities with Compliance. Personal trading in “Covered Securities” is prohibited subject to limited exceptions. The Firm’s policies also prohibit employees from trading on the basis of material non-public information or disclosing such information to others, self-dealing for personal benefit or frontrunning the Firm transactions, among other conduct. Employees who fail to comply with the Firm’s policies and procedures are subject to disciplinary action up to and including termination. Additional Conflicts of Interest The Firm has entered into a limited number of side letters with certain preferential or other terms relating to fees, capacity or legal, regulatory, tax and other matters. The conflicts of interest detailed herein will not describe every conflict that may currently exist among the Firm and its Accounts, or that may arise in the future. Other present and future activities of the Firm, its Accounts and/or any future affiliated parties may give rise to additional conflicts of interest. To mitigate these and other conflicts, the Firm’s policies and procedures provide that investment decisions are made in accordance with fiduciary duties owed to its Accounts. See Item 12 for additional conflicts of interest and for discussion of allocations, cross trades and principal transactions. please register to get more info

Broker-Dealer Selection, the use of Soft Dollars and Brokerage for Client Referrals

Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold positions, cash and short balances and provide other services, the Investment Manager may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers' or dealers' facilities, reliability and financial responsibility; provision or payment of the costs of research or brokerage products or services; and the provision by the brokers of capital introduction, talent introduction, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. The Investment Manager need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to the Account by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products or services.

In evaluating whether a broker or dealer will provide best execution, the Firm considers a range of factors, including, but not limited to, the following:


• historical net prices (after markups, markdowns or other transaction-related compensation) on other transactions;
• the broker's or dealer's: o capabilities generally with respect to the execution, clearance and settlement and error correction and in connection with securities of the type and in the amounts to be bought or sold; o willingness to commit capital; o reliability and financial stability; and o willingness to keep information confidential.
• the size of the transaction;
• the availability of the product;
• the availability of securities to borrow for short sales;
• the nature, quantity and quality of research provided by the broker or dealer; and
• the market for the security. Securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, all of which the Account, not the Firm, is obligated to pay. The Firm has complete discretion in deciding which brokers and dealers an Account will use and in negotiating the rates of compensation paid. In addition to using brokers as "agents" and paying commissions, the Firm may buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers.

From time to time, and as noted in further detail below in response to Item 14, the Firm’s brokers may assist the Firm in raising funds from investors. Subject to its obligation to seek best execution, the Firm may consider referrals of investors in determining its selection of brokers. However, the Firm will not commit to an investor or broker to allocate a particular amount of brokerage in any such situation.

The Firm may have an incentive to select or recommend a broker-dealer based on its interest in receiving investor referrals, rather than on its client’s interest in receiving most favorable execution.

In view of the fact that the Firm's investment program includes trading as well as investment, short-term market considerations will frequently be involved. Consequently, portfolio turnover and brokerage commission expenses may be substantially greater than those of some other investment vehicles.

Additional costs could be incurred in connection with non-U.S. investment activities. Non- U.S. brokerage commissions generally are higher than those in the United States. Increased custodian costs as well as administrative difficulties (such as the applicability of foreign laws to foreign custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalization and record access) may be associated with the maintenance of assets in non-U.S. jurisdictions.

The Firm may utilize several prime brokers who will clear (generally on the basis of payment against delivery) the securities transactions that are effected through other brokerage firms. The Firm is not committed to continue its prime brokerage relationship with any of the prime brokers for any minimum period, and the Firm may select other or additional brokers to act as a prime broker. Research and Soft Dollars A portion of research- or brokerage-related expenses may be paid for using "soft dollars." Although the Firm does not currently maintain any formal soft dollar or commission sharing arrangement, the Firm does execute securities transactions with various counterparties many of whom provide the Firm with access to proprietary research reports and other brokerage products and services (such as standard investment research, trading desk access, capital introduction events, etc.) which are used to assist with the management of all accounts at the Firm. It is our general understanding that the investment research and other products and services that are made available to all institutional investors doing business with such trading counterparties is done so on an unsolicited basis and without regard to the rates of commissions or compensation charged or paid by the Firm or the volume of business the Firm directs to such counterparties.

Since these products and services are generally made available by trading counterparties as part of a bundled business package to the Firm, which may or may not use them, it is the Firm’s understanding that such trading counterparties generally do not set discrete prices for such products and services. However, the Firm also purchases research services from firms that may also provide brokerage services and, while the Firm may use the brokerage services, it may be primarily interested in the research services. In such cases, the Firm may elect to purchase the research component, but generally does so with hard dollars. In cases where brokers do not break out costs for such services, the Firm does not separately compensate such broker-dealers for the provision of such services.

In any case, the Firm seeks to fall within the "safe harbor" for the use of soft dollars provided under Section 28(e) of the Securities and Exchange Act of 1934, as amended with respect to any use of soft dollars.

Directed Brokerage

The Firm has complete discretion in deciding which brokers and dealers its Accounts will use and in negotiating the rates of compensation. The Firm does not recommend, request or require Client’s to direct it to execute through specified brokers or dealers.

Allocation of Investment Opportunities and Dispositions/ Aggregation of Orders

It is the policy of the firm to allocate investment opportunities among the Accounts on a fair and equitable basis, to the extent practical and in accordance with the Accounts’ applicable investment strategies, over a period of time. Generally, the Firm will allocate investment transactions between the Domestic Fund and the Offshore Fund, or between the Domestic Opportunities Fund and the Offshore Opportunities Fund, on a pro rata basis based on AUM except where the Firm deems such allocation inappropriate for tax, regulatory, operational or other reasons. With respect to investment allocation decisions between separate fund families (e.g., between the Flagship Funds and the Opportunities Funds), considerations may include, but are not limited to:
• the respective amounts of capital available to each Account for new investments;
• the respective amounts of cash available for the needs of each Account;
• the respective liquidity and investment sizing profiles of each Account;
• the market liquidity of the investment (that is, the amount of the investment that is available in the market to be purchased or the amount of the investment that can be sold at the time); and
• the investment programs and portfolio positions for which participation by each Account is appropriate (such factors and such other considerations as the Firm determines appropriate, collectively, the “Allocation Factors”).

In determining how to allocate an investment opportunity as between Accounts, the Firm is permitted to, and expects to, first allocate any available investment opportunities to the Flagship Funds and any Other Accounts that have an investment program substantially similar to the Flagship Funds’ investment program and that invest substantially in parallel with the Flagship Funds until the Firm has determined, in its discretion, that the they have acquired, in the aggregate, an allocation of investment opportunities that the Firm believes is appropriate taking into account the Allocation Factors. The Firm is permitted to grant Other Accounts such priority. In such circumstances, the Accounts that do not have such priority, such as the Opportunity Funds, will typically only participate if there is an excess capacity in such an investment opportunity and after the Accounts with priority have obtained their share of such investment opportunity. The Firm may also determine to cause Other Accounts, such as the Opportunity Funds, that generally only receive excess capacity remaining in an investment opportunity after the Accounts with priority have obtained their share of an investment, to acquire an investment at the same time that the Flagship Funds begins to acquire such investment if the Firm determines that it would be fair and equitable to do so, e.g., in situations where the relative amounts of capital available, the amount of the investment available in the market to be purchased, and sizing considerations make a parallel allocation appropriate.

The Firm will be subject to a number of actual and potential conflicts of interest involving the provision of discretionary investment management services. The portfolio strategies used for an Account could conflict with the transactions and strategies employed in managing another Account and affect the prices and availability of the securities and other financial instruments in which the Account invests. Situations could occur in which an Account could be disadvantaged because of the investment activities conducted for the other Account. In particular, the Accounts could follow an investment program that may overlap that of other Accounts. For example, an Account may wish to sell an investment at a time when another Account is holding the same investment. Any such activities may affect the prices, availability or liquidity of the Account’s investments. In addition, the Firm may have a conflict of interest in rendering advice to a client because the financial benefit from managing some other client's account may be greater (e.g., such account generates higher fees or allocations due to either higher percentages earned or larger amounts of capital invested by the Firm), which may provide an incentive to favor the other account. The Firm may combine orders on behalf of an Account with orders for other Accounts. In such cases, the Firm may allocate the securities or proceeds arising out of those transactions (and the related transactional expenses) on an "average-price" basis among the various participants. The average price could be less advantageous to an Account than if it had been the only Account effecting the transaction or had completed its transaction before the other participants. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis which the Investment Manager or its affiliates consider equitable. Because of the Firm's interest in an Account, there may be circumstances in which the Account's transactions may not, under certain laws and regulations, be combined with those of some of the Firm's other clients, and the Account may obtain less advantageous execution than such other clients.

The Firm may purchase or sell securities on their own behalf or on behalf of the Account which may differ from those purchased or sold for another Account, even though the investment objectives of the Accounts may be the same or similar. The Firm, for example, may cause the Account to make an investment at the same time that one or more other Account is disposing of the same or a similar investment. Likewise, the Account may make an investment in a position which is already held by one or more other Accounts or a position that is subordinated or senior to or otherwise adverse to a position held by one of more other Accounts. It is possible that the activities or strategies used for the other Accounts could conflict with the activities and strategies employed in managing the assets of the Account and affect the prices and availability of the securities and instruments in which the Account invests. For example, in a situation where the Firm causes an Account to invest in debt securities of a company in which other Accounts hold or are contemporaneously acquiring equity securities, questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. If additional capital is necessary as a result of financial or other difficulties, other Accounts may or may not provide such additional capital as the Firm determines in its sole discretion. The Account may have an interest in structuring debt securities and instruments that have financial terms (such as interest rates, repayment terms, seniority, covenants and events of default) that are more restrictive than the terms that such other Accounts would seek to negotiate. The Firm will seek to resolve such conflicts of interest in a fair and equitable manner. Conflict resolution may result in the Account receiving more or less consideration than it may have otherwise received in the absence of such a conflict of interest. Co-Investments The Firm may, from time to time, offer one or more investors in other Accounts and/or other third-party investors the opportunity to co-invest with a Fund or Account in particular investments. The Firm is not obligated to arrange co-investment opportunities, and no investor will be obligated to participate in such an opportunity. The Firm has sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular investor and may allocate co-investment opportunities instead to investors in other Accounts or to third parties. If the Firm determines that an investment opportunity is too large for the Accounts, the Firm may, but will not be obligated to, make proprietary investments therein.

The Firm anticipates that, to the extent that it has the right to allocate available opportunities to co-invest with the Accounts, such co-investment opportunities will generally be made available to investors in the Opportunities Funds in priority to investors in the Flagship Funds who are not also investors in the Opportunities Funds; provided that an investor that the Investment Manager deems to be a strategic investor with respect to such a co-investment opportunity will generally be allocated such co-investments in priority to investors in the Opportunities Funds and the Flagship Funds. The Firm believes that an investment in the Opportunities Funds (as opposed to an investment in the Flagship Funds only) generally correlates with a greater interest in large concentrated positions and a greater inclination and ability to timely diligence, approve and fund co-investments. The Firm may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Account.

The Firm seeks to fairly allocate expenses among the Accounts and any co-investors. Generally, Accounts and co-investors that own an investment will share in expenses related to such investment, including expenses originally charged solely to any Account. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the Accounts with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, where a potential investment is contemplated but ultimately not consummated, potential co- investors generally will not share in any expenses related to such potential investment, including expenses borne by any Account with respect to such potential investment. Additionally, where a potential investment is contemplated but not consummated, the expenses related to such co-investments will be allocated among the Accounts in accordance with each such Account's anticipated participation in such potential investment, as determined by the Investment Manager. Cross and Rebalancing Transactions It is the Firm’s practice not to engage in cross trading. Typically, for certain derivative and other investments, the Firm will not rebalance, but rather may use a leveling approach whereby the Firm may buy and/or sell securities for the Accounts on an other than pro-rata basis in order to level out the securities or investments in each of the Accounts so that they continue to be managed, to the extent possible, on a pari-passu basis. However, from time to time, based upon subscription and/or redemption activity in the Accounts, the Firm may choose to execute cross transactions for the sole purpose of rebalancing certain securities in each of the Accounts with pre-approval. The Firm may pay an unaffiliated broker to cross transactions. In such event, neither the Firm, nor any of its affiliates, receives compensation (other than its advisory fee), directly or indirectly, for effecting a particular rebalancing transaction.

Trade and Clerical Errors

Trade and other clerical errors resulting in gains will be for the benefit of the Firm’s Accounts and will not be retained by the Firm. The Firm is under no obligation, however, to reimburse its Accounts for losses associated with trade and other clerical errors made by the Firm, its agents and affiliates, as such errors are considered by the Firm to be a cost of doing business. Notwithstanding the foregoing, the Firm will be obligated to reimburse the Accounts for any trade or other clerical error resulting from any Firm action or inaction made in bad faith or which constitutes fraud, willful misconduct or gross negligence.

The Firm, subject to its fiduciary obligations, will determine whether or not any trade or other clerical error is required to be reimbursed in accordance with such liability and exculpation provisions. The Firm, in its sole discretion, reserves the right to reimburse its Accounts for any trade or other clerical error. The Firm’s reimbursement to its Accounts for any particular error will not constitute a waiver of any policy to cause an Account to bear the losses from other trade or other clerical errors. The Firm will endeavor to maintain a record of each trade error, including information about the trade and how such error was corrected. please register to get more info

The Firm monitors the performance and trading leverage of each of its Accounts on an overall basis. Positions and performance are reviewed by the Investment Team (which includes the Investment Committee), the Risk Committee and the Investment Committee. In addition, a review of a client account may be triggered by any unusual activity or special circumstances. Investors in the Accounts receive capital account statements on a monthly basis that include account balance and return information. The Firm also provides investors with monthly written performance and exposure reports and distributes a commentary letter to all investors periodically. On an annual basis, investors are also sent the annual financial statements that are audited by PricewaterhouseCoopers, the Accounts’ independent auditors, and Schedule K- 1 in the case of the Domestic Funds. In addition, the Firm may provide certain of its investors with more frequent disclosure or enhanced reporting not contained in the above-mentioned reports and statements including, but not limited to, periodic conference calls and enhanced portfolio transparency.
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The Firm does not receive economic benefit from non-client third parties for providing investment advice or other advisory services to Clients, including sales awards or other prizes. The Firm does not directly or indirectly compensate any person who is not a supervised person, including placement agents, for client referrals.

The Firm has not engaged any other third-parties (e.g., placement agents, finders) for the solicitation of investors. However, from time to time, the Firm’s personnel may speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by the Firm’s prime brokers. These conferences and programs may be a means by which the Firm can be introduced to potential investors.

Neither the Firm nor its Accounts compensate prime brokers for organizing such “capital introduction” events or for any investments ultimately made by prospective investors attending such events. While such events and other services provided by a prime broker may influence the Firm in deciding whether to use such prime broker in connection with brokerage, financing and other activities of the Accounts, the Firm will not commit to allocate a particular amount of brokerage to a broker-dealer in any such situation.
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The Accounts’ assets are held in custody by unaffiliated banks or broker-dealers (a portion of investments held by Accounts, including but not limited to, bank loans, will not be held by a broker (including a Prime Broker) in its capacity as such, but will be held pursuant to customary arrangements); however the Firm has access to the funds and securities of the Account as a result of authority granted to it under the investment management agreement between it and each fund as well as through its affiliation with the General Partners and by way of delegation of authority from the Board of Directors with respect to the Offshore Fund. Limited partners and shareholders of the Accounts will not receive statements from any custodians. Instead, the Accounts are 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 audited financial statements are prepared in accordance with generally accepted accounting principles and distributed to each limited partner within 120 days of each Account’s fiscal year end. please register to get more info

The Firm exercises investment discretion for the Account to which it provides advisory services. The Firm has the discretion to purchase and sell interests in securities or other investments on behalf of the Accounts. Any limitations would be detailed in each Account’s Offering Documents. please register to get more info

The Firm provides investment advisory services to its Clients and invests the assets of the Accounts in securities issued by public and private issuers. The Firm has authority to vote proxies relating to such securities on behalf of the Accounts.

SEC Rule 206(4)-6 under the Investment Advisers Act requires registered investment advisers that exercise voting authority over securities held in Client portfolios to implement proxy voting policies and describe those policies to their Clients. The Firm is responsible for making all proxy voting decisions in accordance with such policy and procedures. In voting proxies, the Firm is guided by general fiduciary principles. The Firm’s goal is to act prudently and in the best interest of the beneficial owners of the accounts it manages. The Head of Operations is responsible for reviewing proxy materials and for the voting of all proxies in accordance with the Firm’s voting proxies policy and procedures and the Chief Compliance Officer is responsible for monitoring the effectiveness of the policy. The Firm may however, from time to time, determine that it is in the best interests of its Clients to depart from specific policies. The rationale for any such departure will be memorialized in writing. The Firm attempts to consider all aspects of its vote that could affect the value of the investment and, where it votes proxies, will do so in the manner that it believes will be consistent with efforts to maximize the value of Client assets. Generally, regularly recurring matters are usually voted as recommended by the issuer’s board of directors or “management,” but there are circumstances that might cause the Firm to consider voting against such proposals. These may include, among others, proposals that the Firm believes involve excessive compensation, unusual management stock options, preferential voting and poison pills. The Firm decides these issues on a case-by-case basis. The Firm may also, on occasion, determine to abstain from voting a proxy or a specific proxy item when it concludes that the potential benefit of voting is outweighed by the cost or when it is not in the Account’s best interest to vote. At times, conflicts may arise between the interests of the investing Account, on the one hand, and the interests of the Firm or its affiliates, on the other hand. If the Firm determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, it will address matters involving such conflicts of interest by following the policies above, or, if the proxy proposal is:


• not addressed by the specific policies; and
• requires a case-by-case determination by the Firm, and the Firm believes it should vote in a way that may also benefit, or be perceived to benefit, its own interest,

then the Firm will take one of the following actions in voting such proxy:

o delegate the voting decision for such proxy proposal to an independent third party; o delegate the voting decision to an independent committee of partners, members, directors or other representatives of the Account, as applicable; o inform the investors in the investing Account of the conflict of interest and obtain consent (majority consent in the case of a Fund) to vote the proxy as recommended by the Firm; or o obtain approval of the decision from the Firm's Chief Compliance Officer and third party Legal Advisors. please register to get more info

The Firm does not require prepayment of Client fees six months or more in advance and is, therefore, not required to include a balance sheet. Further, the Firm does not have any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, nor has it been the subject of a bankruptcy proceeding during the past ten years. please register to get more info