For purposes of this Brochure, the “Adviser” means Golden Gate Private Equity, Inc. (“Golden Gate”) together (where the context permits) with its affiliated general partners of the Funds (as defined below) and other affiliates (excluding certain other registered investment advisers that may be deemed to be affiliates of Golden Gate, including, but not limited to, AICM (as defined below)) that provide advisory services to and/or receive advisory fees and other compensation from the Funds. Such affiliates may or may not be under common control with Golden Gate, but possess a substantial identity of personnel and/or equity owners with Golden Gate. These affiliates may be formed for tax, regulatory or other purposes in connection with the organization of, or the advisory services provided to, the Funds, or may serve as general partners (or equivalent) of the Funds (the “General Partners”). The Adviser provides investment supervisory services to (i) funds that primarily make private equity investments (collectively, the “PE Funds”), (ii) funds that invest in public equity securities and may in certain instances employ leverage in connection with such investment activities (collectively, “Emerald Gate”), and (iii) other pooled vehicles (which include portfolio companies of the PE Funds among their investors) that are intended to be used primarily for cash management purposes and that invest a portion of their assets in debt securities and other indebtedness but do not, as of the date hereof, employ leverage (collectively, the “Treasury Products” or “Treasury Portfolio” and together with the PE Funds and Emerald Gate, the “Funds”). Additionally, the Adviser may organize and serve as general partner (or in an analogous capacity) of certain other entities which are AIVs (as defined below) organized to address, for example, specific tax, legal, business, accounting or regulatory-related matters that may arise in connection with a transaction or transactions. Unless otherwise noted, references contained in this Brochure to “portfolio companies” are references to portfolio companies of the PE Funds. The General Partners each serve as general partner to one or more Funds and have the authority to make the investment decisions for the Funds to which they provide advisory services. In general, the Adviser provides the day-to-day advisory services for the Funds. As described elsewhere herein, the Adviser may also in certain instances establish (and, in the case of AICM, has established) sub-advisory relationships with certain other investment advisers, including, but not limited to, AICM, pursuant to which such investment adviser(s) would provide investment advisory services to one or more of the Funds and/or certain portfolio company investment vehicles. Each General Partner is deemed registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to the Adviser’s registration in accordance with SEC guidance and is under common control with the Adviser. This Brochure describes the business practices of the Adviser and the General Partners which operate as a single advisory business. References contained in this Brochure to the strategy and operations of a General Partner should be read to include the activities of the Adviser and other Golden Gate affiliates that collectively engage in the investment process and ongoing management of the PE Funds’ portfolio companies and other Fund investments. The PE Funds make investments in private equity and, in certain instances, other equity and debt securities of public and private issuers (including securities convertible into equity and debt securities), derivative instruments and any other financial instruments or assets (including real estate) that the Adviser believes may help achieve the PE Funds’ respective investment objectives. In accordance with the PE Funds’ respective investment objectives, investments are made in companies doing business in a variety of industries, including, without limitation: retail, restaurants and consumer products; financial services (including insurance, asset management and broker-dealer services); technical hardware, telecom and semiconductors; industrials; information technology and business services; and software. Emerald Gate, in which certain of the Adviser’s employees, operating partners, operating executives, strategic partners, and other outside investors invest, consists of a fund which invests in publicly traded equity securities (including securities convertible into equity securities and/or derivative instruments) and which may in certain instances employ leverage in connection with its investment portfolio. The Treasury Products are intended to be used primarily for cash management purposes and generally utilize a comparatively low-risk investment strategy (relative to the PE Funds) intended to provide modest returns on certain pooled capital which would otherwise be idle in Fund, management company, portfolio company, or holding company accounts. The Adviser invests a majority of the Treasury Portfolio assets in indebtedness or debt securities of companies and industries of which the Adviser has significant knowledge and expertise. These industries include, without limitation, retail, restaurants and consumer products; financial services (including insurance, asset management and broker-dealer services); technical hardware, telecom and semiconductors; industrials; information technology and business services; and software. That portion of the Treasury Portfolio that is not invested in indebtedness or debt securities is generally maintained in cash, short-term U.S. Treasury securities, bank repurchase agreements and other similarly liquid securities. More detailed descriptions of the Funds’ investment strategies are included in Item 8 below. The Adviser’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments and disposing of such investments. The Adviser may serve as the investment adviser or general partner to the Funds in order to provide such services, and, with respect to certain Funds, the Adviser may in certain instances delegate (and, in the case of AICM, has delegated) such responsibilities to a sub-adviser (including, but not limited to, AICM and other portfolio company asset managers). The Adviser provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund, separate investment and advisory, investment management or portfolio management agreements and/or side letters entered into with certain Funds or their investors (each, a “Governing Document”). Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents. The terms of the investment advisory services to be provided to a Fund, including any restrictions on investments in certain types of securities, are generally established by the Adviser and modified by negotiations with investors in the applicable Fund, and are set forth in such Fund’s Governing Documents and other documentation received by each investor prior to investment in such Fund. Once invested in a Fund, investors cannot impose restrictions on the types of securities in which such Fund may invest. The principal owner of Golden Gate is David Dominik. The Adviser has been in business since 2000. As of May 2019, the Adviser had approximately $13 billion of regulatory assets under management, all of which was managed on a discretionary basis (though the Adviser may in certain instances delegate (and, in the case of AICM, has delegated) day-to-day investment advisory responsibility for all or a portion of certain Funds to a sub-adviser, including, but not limited to, AICM and other portfolio company asset managers). please register to get more info

The Adviser or its affiliates generally receive Advisory Fees and Incentive Allocations (each as defined below) or similar performance-based remuneration from a Fund. A Fund and/or its portfolio companies generally also make other payments to the Adviser, its affiliates or certain other parties (including Nob Hill (as defined elsewhere herein), operating partners and/or operating executives) for services provided to the portfolio companies which, in certain circumstances, serve to reduce the Advisory Fees payable to the Adviser. Additionally, consistent with the Governing Documents of a Fund, each Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to such Fund and/or the portfolio companies. Further details about certain common fees and expenses are set forth below.
Advisory Fees; Other Fees
As compensation for investment supervisory services rendered to the Funds, the Adviser receives an advisory fee (each, an “Advisory Fee”) from some, but not all, of the Funds, typically calculated based on committed capital or remaining invested capital. Advisory Fees may be reduced during the life of a Fund. Advisory Fees paid by a Fund may also be reduced by other fees or compensation received by the Adviser, its affiliates or certain other parties (as disclosed elsewhere herein) that relate to such Fund’s activities and investments, or by certain excess organizational or other expenses borne by such Fund, as described in more detail below. Advisory Fees and expenses paid by a Fund are indirectly borne by investors in such Fund, including any Funds that invest in such Fund. In addition, the Adviser, its affiliates and/or their personnel typically perform certain management, advisory, financial advisory or legal and other services for, and receive fees (“Corporate Service Fees”) from, actual or prospective portfolio companies or other investment vehicles of the PE Funds, and frequently perform certain transaction-related activities and receive fees in connection with structuring investments in portfolio companies, as well as mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales, divestments or other similar dispositions, recapitalizations and similar transactions with respect to such portfolio companies (“Transaction Fees”). The Adviser and its affiliates may also receive fees in connection with an unconsummated transaction (“Break-Up Fees”, together with Corporate Service Fees and Transaction Fees, “Other Fees”) of a PE Fund. The amount and timing of Break-Up Fees received by the Adviser are generally specified in the agreement or other documentation governing the transaction. Generally, under the terms of the applicable Governing Documents, these Other Fees are in addition to out-of-pocket costs and expenses incurred by the Adviser in connection with any consummated or unconsummated (including terminated) transaction or in connection with generating any such fees. These Other Fees may be substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto) or otherwise. Although these fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce or offset the amount of Advisory Fees paid by the applicable PE Fund in connection with the receipt of such fees. However, pursuant to the Governing Documents of certain PE Funds, the Adviser may retain certain Other Fees without any corresponding Advisory Fee offset. The amount and manner of such reduction is set forth in the Governing Documents of the applicable PE Fund and may vary in a particular PE Fund based on the type of services, which will be determined by the Adviser. As some PE Funds do not pay Advisory Fees, any such reduction will not benefit such PE Funds. There are also certain circumstances (such as the occurrence of an initial public offering or strategic exit) which may accelerate the payment of Corporate Service Fees. Since the agreements with the portfolio companies providing for such Corporate Service Fees may have prolonged terms (possibly exceeding ten years and/or subject to automatic extensions and renewal), the effect of such acceleration could be substantial, particularly in the event such circumstances occur early in the life of the PE Fund’s investment in such portfolio company. In the event that a portfolio company does not have sufficient capital to pay a Corporate Service Fee owed, the applicable PE Fund’s indirect pro rata portion of such payment may be funded by such PE Fund through a capital call for contribution of capital by the investors in such PE Fund. The payment of Other Fees by portfolio companies creates a conflict of interest between the Adviser and its affiliates and the PE Funds and their investors because the amounts of these Other Fees and reimbursements (see below) are often substantial and the PE Funds and their investors generally do not have a direct interest in these fees and reimbursements. The Adviser determines the amount of these fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third party co-investors in its transactions, and the amount of such fees and reimbursements may not (except in connection with the reductions described throughout this Brochure) be disclosed to investors in the PE Funds. From time to time, the Adviser will, in its discretion, disclose to an investor the amount of Other Fees allocated to the PE Fund in which such investor has invested in account statements or other similar periodic reports delivered to investors. Additionally, portfolio companies commonly reimburse the Adviser for certain expenses (including, without limitation, certain travel and travel-related expenses, which have historically, and may in the future, include expenses for chartered or first class travel incurred by the Adviser, meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with, inter alia, portfolio company personnel, customers, clients, borrowers, brokers, other financial sponsors and service providers), expenses relating to training programs, meetings or other events (to the extent such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting, relocation expenses and placement fees), indemnification expenses, certain legal and similar out-of-pocket expenses, consulting fees and other cash and non-cash compensation and expenses, or reimbursement of the payment by the Adviser for payments made to its employees, consultants, operating partners and/or operating executives in connection with their performance of services for such portfolio companies, as well as consulting fees and expenses incurred by the applicable Fund for the benefit of any portfolio company); such reimbursed expenses are generally not included in the definition of “Other Fees” under the terms of the applicable Governing Documents and such reimbursements are generally not subject to the offset arrangements described above; provided, however, that with respect to certain contracts entered into by the Adviser and/or PE Fund portfolio companies on or after a specified date, consistent with the applicable terms of the relevant Governing Documents, payments made by or on behalf of such PE Fund portfolio companies to certain Operations Support Advisers (as defined in Section 11 hereof) for work performed on behalf of such PE Fund portfolio companies may be subject, in whole or in part, to the offset arrangements described above. As used throughout this brochure, “travel” and “travel-related” expenses shall be deemed to include, without limitation, commercial and non-commercial transportation costs (including chartered, private plane, first class or business class travel and private car travel), lodging and accommodations. From time to time, the Adviser may (in its sole discretion), agree to pay a portion of a transaction or other fee received from an actual or prospective portfolio company to a third party (“Third Party Fee”), such as a consultant, adviser, professional finder, broker, co-investor, and/or investment bank. In such event, the Third Party Fee is not a fee that the Adviser is entitled to retain and therefore, the Adviser is not required under the terms of the applicable Governing Documents to share such Third Party Fee with the Funds (and their investors) and such Third Party Fee will not reduce the Advisory Fee. In addition, the Adviser or its personnel, on behalf of Adviser, may, on very limited occasions, receive equity of a portfolio company as an Other Fee due to the service of such personnel on the board of such portfolio company. Alternatively, an individual that was previously engaged as an Operations Support Adviser (see below) and who may have received equity (or equity-like) grants, issuances or allocations with respect to a portfolio company in such capacity may subsequently commence employment with the Adviser and continue to have rights to such equity (or equity- like) grants, issuances or allocations thereafter which may in certain instances not reduce the Advisory Fee. In either case, in the event of such a distribution or receipt of equity (or equity-like) grants, issuances or allocations, the recipients, or the Adviser, with respect to equity received as an Other Fee, may act in their own interest with respect to such securities and may determine to sell the distributed securities, or hold on to the distributed securities for such time as such recipient, or the Adviser, shall determine. The ability of such recipients, or the Adviser, with respect to equity received as an Other Fee, to act in their own interest with respect to such distributed shares may create a conflict of interest between the Adviser and its personnel, on the one hand, and the Funds, on the other hand. Certain personnel of the Adviser and/or its affiliates may be seconded or permanently transferred to one or more portfolio companies and provide finance, tax, operations, compliance, legal, or investment-advisory related and other services to or on behalf of such portfolio companies. The salaries, benefits, overhead and other similar expenses for such personnel during the secondment or after their transfer will be borne (in whole or in part) by such portfolio companies. To the extent the Adviser and/or its affiliates receive any fees or expense reimbursement from such portfolio companies with respect to such personnel, such fees or expense reimbursement may in certain instances not result in any offset to the Advisory Fees payable by the relevant PE Funds. In many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. The Adviser and its affiliates also engage and retain senior advisers, advisers, consultants, operating partners, operating executives and other similar professionals who are not employees or affiliates of the Adviser and who commonly receive payments from, and/or equity (or equity-like) grants, issuances or allocations with respect to, portfolio companies, the Funds, and/or other entities. In such circumstances, the amounts of such fees or other compensation received by such persons are generally retained by such persons and will not be deemed paid to or received by the Adviser and its affiliates, but such amounts may in certain instances be subject to the offset arrangements described above. For a discussion of material conflicts of interest created by the engagement of such persons, please see “Providers of Operations Support Services” in Item 11 below. The precise amount of, and the manner and calculation of, Advisory Fees (and Other Fees) applicable to each Fund (or its portfolio companies) are established by the Adviser, subject to the provisions of the Governing Documents applicable to such Funds or the investors in the applicable Fund, respectively. The Advisory Fees and other fees and distributions described above are generally subject to modification, waiver or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. For example, the Adviser and certain of its principals, strategic partners, service providers, operating partners, operating executives and employees or their family members and related vehicles typically invest in the Funds, and Advisory Fees assessed on such investments are generally substantially reduced or waived entirely. Notwithstanding that such parties will not typically pay Advisory Fees, they will pay for their pro rata share of certain Fund expenses (or the Adviser may bear those expenses on behalf of such parties). The fee structures described herein may be modified from time to time. Fees may (and generally do) differ from one Fund to another. Fees may also (but, in most cases, generally do not) differ as among investors in the same Fund. Investors in each Fund may pay differing amounts of Advisory Fees based upon factors established by the Adviser from time to time, and reduced fee levels may be available to certain Investors (which may include personnel of Golden Gate and its affiliates) based upon those factors (and such factors may include, for example, whether such Investors have subscribed prior to others or early in the term of a Fund). In addition, the Adviser may enter into economic and/or other fee sharing arrangements with respect to one or more Funds and/or certain limited partners thereof, the rights of which will not generally be made available to other limited partners. The timing of payment of Advisory Fees varies Fund by Fund. Advisory Fees for certain Funds are billed to and received from such Funds in advance, generally fifteen (15) days following the commencement of each semi-annual period. Advisory Fees for other Funds are deducted from the assets of such Funds quarterly in advance. Upon termination of the applicable Governing Documents, Advisory Fees that have been prepaid are generally returned on a prorated basis. The Adviser may waive or reduce all or a portion of the Advisory Fee paid by a Fund in full or partial satisfaction of any obligation of the Adviser and certain employees, affiliates, Operations Support Advisers of, and other persons associated with, the Adviser to invest alongside such Fund, which could result in acceleration of investor capital contributions. Waived or reduced Advisory Fees may not be subject to various offsets or the reductions described above. Due to waived or reduced Advisory Fees and/or the timing of receipt of compensation subject to offsets, investors in Funds may in certain instances not receive the full benefit of reductions or offsets (e.g., during periods when the Adviser no longer receives Advisory Fees and receives compensation that would otherwise be subject to offset, the Adviser, depending on certain elections that may be made by Fund investors, may be entitled to retain such compensation without remitting any such amounts to the applicable Fund or its investments).
Expenses
Adviser Expenses To the extent provided in Governing Documents, the Adviser will pay out of Advisory Fees certain expenses and costs associated with the performance of its services, including ordinary office overhead expenses such as certain rent, supplies, charges for furniture and fixtures, travel and entertainment (in the case of travel and entertainment, to the extent not ultimately borne by one or more portfolio companies), compensation of its partners (but generally not operating partners and/or operating executives or their operating expenses, the expense for which is generally ultimately borne by portfolio companies, and except and in the case of Nob Hill) and employees (other than Incentive Allocation described in Item 6 below and except in the case of Nob Hill) and other routine administrative expenses relating to the advisory services and facilities provided by the Adviser to the Funds. In addition, expenses and fees generated in the course of evaluating and making investments which are not consummated or terminated are generally borne by the Adviser as described in each Fund’s Governing Documents (but such amounts may in certain instances be subject to the offset arrangements described above). Any such expenses or fees not borne by the Adviser will be borne by the applicable Fund(s) in accordance with their respective Governing Documents or, to the extent not addressed in such Governing Documents, in accordance with the Adviser’s fee and expense policy, which generally contemplate such expenses or fees being borne on a pro rata basis based upon, in the Adviser’s sole discretion, the predicted capital commitment amounts with respect to such unconsummated investment, and typically include the portion that would have been borne by co-investment vehicles had the investment been consummated. Fund Expenses Consistent with the applicable Governing Documents, each Fund will bear all other expenses relating to it to the extent not borne by its portfolio companies (or borne by the Adviser, in its sole discretion, on behalf of a Fund or a portfolio company), including, as applicable, legal, accounting, audit, actuarial, financial statements, tax returns and preparation, investment banking, consulting (including, but not limited to, consulting fees incurred by the Adviser or the applicable Fund for the benefit of a portfolio company), brokerage, sale, depository (including a depository appointed pursuant to the Alternative Investment Fund Managers Directive), marketing, advertising, printing, wholesaling and other fundraising expenses associated with the admission of an investor and investor-related services and other similar costs, travel and travel-related and entertainment expenses incurred in connection with the Fund’s fundraising and investment activities, premium meals, social and entertainment events (with portfolio company management, customers, clients, borrowers, brokers and service providers), organizational expenses of the Fund’s general partner, administration, research and other information (including research costs allocated by the Adviser’s internal research team and third-party groups, and including data and information service subscriptions, related systems and services from data providers and data management software), third party diligence software and service providers, subject and industry-matter experts, brokerage, finders’, custody, transfer, registration, meetings of the advisory committee and limited partners or other investors, information technology system expenses (including the costs of developing, implementing and maintaining computer software and hardware and other technological systems for the benefit of a Fund, its investors, or a portfolio investment or potential investment), bridge financing expenses (which may be payable to another Fund co-investing in the bridge transaction or to the Adviser or an affiliate, in each case being the entity providing the bridge financing to the applicable Fund, financing, commitment, origination and similar fees and expenses, insurance premiums of any general partner liability, errors and omissions, or other insurance (including insurance of which the Adviser and its affiliates are beneficiaries), cyber- security insurance premiums, extraordinary administrative or operating expenses (including, without limitation, all litigation and indemnification expenses), interest, taxes, expenses of loan services and other service providers, expenses related to attending trade association meetings, conferences or similar meetings in connection with the evaluation of investment opportunities or business sector opportunities (including the evaluation of potential investments, regardless of whether such investment is ultimately consummated), Operations Support Expenses (as defined in please register to get more info

particular portfolio company, risk management assessment expenses, fees, costs and expenses related to the organization or maintenance of any intermediary entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities, expenses associated with a Fund’s compliance with applicable laws and regulations, including regulatory filings as they relate to the Fund’s activities, out-of-pocket costs and expenses, if any, associated with any third-party examination or audits (including similar services) of a Fund or the Adviser that are attributable to the operation of such Fund or requested by one or more investors in a Fund, expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nation” provisions, the costs associated with any amendments, modification, revisions or restatements to the Governing Documents of a Fund, expenses of liquidating a Fund, fees or other governmental charges levied against such Fund, expenses related to short sales (including dividend and stock borrowing expenses), clearing and settlement charges, margin and other interests, other expenses associated with the acquisition, holding and disposition of investments and extraordinary expenses (including, without limitation, litigation), fees paid to third-party valuation agents for valuations, appraisals or pricing services, expenses of Funds in which such Fund invests, expense associated with a Fund, and other similar fees and expenses, as well as any other fees or expenses incurred by the Adviser or such Fund in connection with such Fund’s operations that are not specifically set forth above as being paid by the Adviser. In addition, it is contemplated that each of Emerald Gate and the Treasury Products shall bear (i) travel expenses (including travel expenses incurred by their respective general partners, the Adviser, or the applicable sub-adviser in connection with their due diligence review of potential investments) and (ii) fees and expenses for the performance of administrative services (including, without limitation, fees and expenses of a third-party administrator). From time to time, the General Partner of a Fund may create certain “alternative investment vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“AIVs”). In the event the General Partner creates an AIV, consistent with the Governing Documents of such Fund and to the extent not borne by a portfolio company, the AIV, and indirectly, the investors thereof, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the AIV. Expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in such Fund (including, without limitation, expenses of accounting and tax services) may be borne by such Fund. Co-Investment Vehicle Expenses In certain cases, a co-investment vehicle, or similar vehicle established to facilitate the investment by investors to invest alongside a PE Fund may be formed in connection with the consummation of a transaction. In the event a co-investment vehicle is created, the investors in such co- investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in making an investment. If a proposed transaction is not consummated, no such co-investment vehicle may have been formed, and the full amount of any expenses related to such proposed but not consummated transaction (“Dead Deal Costs”) would therefore be borne by the PE Fund or PE Funds selected by the Adviser as proposed investors for such proposed transaction (including reverse termination fees, extraordinary expenses such as litigation costs and judgements and other expenses). Furthermore, even if a co-investment vehicle has been formed for the purpose of making an investment in such proposed transaction (or co-investors have otherwise committed to invest in the proposed transactions), if a proposed transaction is not consummated some or all of the Dead Deal Costs may be borne solely by the PE Fund or PE Funds selected by the Adviser as proposed investors for such proposed transaction, but not to the co-investment vehicle or other co-investor to which the co-investment opportunity was offered. Similarly, co-investment vehicles are not typically allocated any share of Break-Up Fees paid or received in connection with such an unconsummated transaction. Furthermore, to the extent a co-investment vehicle is formed in connection with a proposed transaction, expenses relating to such co-investment vehicle may, in certain situations, be borne by another Fund or Funds, regardless of whether such proposed transaction is consummated. Allocation of Expenses From time to time the Adviser will be required to decide whether certain fees, costs and expenses should be borne by a Fund, on the one hand, or the Adviser, on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties. Certain expenses may be the obligation of one particular Fund and may be borne by such Fund, or expenses may be allocated among multiple Funds and entities. In exercising its discretion to allocate investment opportunities and fees and expenses, the Adviser may be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, the Adviser may have an incentive to allocate investment opportunities to the Funds from which the Adviser or its related persons may derive, directly or indirectly, a higher fee, compensation or other benefit. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. To the extent not allocated to a portfolio company, the Adviser will allocate fees and expenses incurred in the course of evaluating and making investments that are consummated between Funds in accordance with each Fund’s Governing Documents or, to the extent not addressed in such Governing Documents, in accordance with the Adviser’s fee and expense policy. The appropriate allocation between Funds (to the extent not borne by the Adviser as described above), Adviser Investors (as defined elsewhere herein) and Third Parties (as defined elsewhere herein) of Dead Deal Costs, will be determined by the Adviser and its affiliates in their good faith discretion, consistent with the Governing Documents of the Funds, as applicable, and, to the extent not addressed in such Governing Documents, in accordance with the Adviser’s fee and expense policy. If multiple Funds evaluate a potential investment that is not consummated, the Adviser generally allocates such fees and expenses generated in the course of evaluating such investment among such Funds based on the anticipated investment of each Fund. Such expenses typically are not allocated to co-investment vehicles. There are occasions when the Adviser or one Fund (the “Payor Client”) pays an expense common to multiple clients (the “Allocated Client”) (e.g., legal expenses for a transaction in which all such Funds participate). On such occasions, each Allocated Client will reimburse the Payor Client for its share of such expense, without interest, promptly after the payment is made by the Payor Client. While highly unlikely, it is possible that one of the Allocated Clients could default on its obligation to reimburse the Payor Client. With respect to allocating other expenses among Fund(s), Adviser Investors and/or co-investors (including Third Parties), as appropriate, the Adviser will make any such allocation in accordance with the Adviser’s fee and expense policy, which generally requires the Adviser to make such determination on a fair and reasonable basis using its good faith judgment, notwithstanding its interest (if any) in the allocation. The Adviser will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service may not reflect the relative benefit derived by such Fund from that service in any particular instance. The Adviser, from time to time, enters into arrangements with third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities, for which such advisers and consultants are paid compensation or other fees. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Fund(s)’ portfolio companies, consistent with the allocation process described above. Additionally, please see Item 6 below regarding “Incentive Allocation” that most Funds pay. When a broker is used in connection with an investment by a Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see please register to get more info

Item 6. Performance-Based Fees and Side-By-Side Management With respect to certain Funds, a portion of the profits of each such Fund’s portfolio is allocated to the capital account of the Adviser as an “incentive allocation” (the “Incentive Allocation”). Certain Funds allocate and generally distribute Incentive Allocation to the Adviser upon the disposition of an investment within the Fund’s portfolio. Other Funds allocate Incentive Allocation to the Adviser on a periodic basis or at other specified times (irrespective of any investment dispositions) from both the realized and unrealized profits of such Fund’s portfolio over the applicable period. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Fund is disclosed in the Governing Documents of each Fund. The Incentive Allocation provisions are negotiated collectively with the Funds or their investors, and are also subject to waiver or reduction by the Adviser or the applicable General Partner. For example, the Adviser and certain of its principals, operating partners, operating executives, strategic partners and employees and their family members and related vehicles typically invest in Funds, and the Incentive Allocation assessed on such investments are generally substantially reduced or waived entirely. As mentioned above, certain Funds, including, without limitation, Emerald Gate and the Treasury Products, do not pay an Incentive Allocation. The payment by some, but not all, Funds of an Incentive Allocation or the payment of an Incentive Allocation at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying an Incentive Allocation or Funds paying an Incentive Allocation at a higher effective rate, or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated by (i) certain limitations on the ability of the Adviser to establish new investment funds; (ii) contractual provisions requiring certain Funds to purchase and/or sell investments contemporaneously; (iii) contractual provisions setting forth investment allocation requirements; (iv) certain allocation procedures and/or (iv) Funds having distinct investment goals and criteria. Please see Item 11 below for additional information relating to how conflicts of interest are generally addressed by the Adviser. Item 7. Types of Clients The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds and not individually to investors in the Funds. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “accredited investors” as defined in the 1933 Act and, in many instances, “qualified purchasers” or “knowledgeable employees” as defined in the 1940 Act, and generally include, among others, high net worth individuals, banks, thrift institutions, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, corporations, sovereign wealth funds, limited partnerships and limited liability companies or other entities. The Adviser has in the past conditioned (and may in the future condition) the ability to invest in certain of the Funds it manages upon an investor agreeing to invest in other funds managed by the Adviser, its affiliates, or portfolio companies of the Funds (including, for the avoidance of doubt, AICM). The Adviser does not have a minimum size for a Fund, but minimum investment commitments may be established for investors in the Funds. The Adviser may in its sole discretion permit investments below the minimum amounts set forth in the Governing Documents of such Fund. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies
PE Funds The Adviser seeks analytically challenging, change-intensive investments where it believes there is an opportunity to improve both earnings and strategic value. The companies that meet the Adviser’s investment criteria are usually those in change-intensive environments. This includes companies at all stages of their life-cycle facing changing market dynamics and/or strategic, operational, financial or organizational challenges. The Adviser’s investment strategy involves in-depth strategic and financial analysis, placing particular emphasis on industry dynamics, competitive positioning and management capability. The Adviser seeks investment opportunities in private equity and other indebtedness or equity and debt securities of public and private issuers (including securities convertible into equity or debt securities), derivative instruments and any other financial instruments or assets and targets investment opportunities spanning a wide variety of industries, including, without limitation, retail, restaurants and consumer products; financial services (including insurance); technical hardware, telecom and semiconductors; industrials and energy; information technology and business services; and software. The Adviser will invest using a variety of transaction types (including, without limitation, public- to-privates, corporate extractions, bankruptcy acquisitions and recapitalizations) and investment strategies (including, without limitation, leveraged buyouts, growth equity and build- ups/consolidations). The PE Funds, directly or indirectly, may invest in equity securities, such as common stock, preferred stock, and warrants to purchase common or preferred stock and securities convertible into common or preferred stock, or debt. The PE Funds, directly or indirectly, also may invest in indebtedness or debt securities (including debt securities that are rated below investment grade), and such investments may include those issued by corporations denominated in currencies other than the U.S. dollar. The PE Funds may enter into notional or “derivative” transactions (such as collateralized loan obligations, futures contracts, forward contracts, options and swaps) for hedging purposes or generally in an attempt to increase the PE Funds’ return. With respect to the PE Funds, the Adviser’s philosophy is to approach each investment as co- owners and principals with the management team in order to execute operational and strategic change. The Adviser does so through a collaborative approach with senior management with a focus on corporate strategy, merger and acquisition activity, operational discipline, and financial structuring. The Adviser does not typically seek to run day-to-day operations. In all cases, the Adviser attempts to closely align the interests of management with its own interests. Emerald Gate The investment objective of Emerald Gate is to seek attractive, risk-adjusted returns while maintaining a focus on capital preservation and reduced volatility. Emerald Gate seeks to achieve its objective by investing proceeds from capital contributions primarily in an opportunistically selected pool of publicly-traded equities securities (including securities convertible into equity securities and/or derivative instruments). Emerald Gate also uses hedging techniques and other strategies intended for risk- and volatility-dampening. Emerald Gate is funded with equity capital and may in certain instances use leverage in making such investments. The Adviser focuses Emerald Gate’s investments in companies and industries that the Adviser has significant knowledge and expertise of through its private equity and other public equity activities. The industries in which Emerald Gate primarily invests include, without limitation: retail, restaurants and consumer products; financial services (including insurance, asset management and broker-dealer services); technical hardware, telecom and semiconductors; industrials; information technology and business services; and software. However, the investments in which Emerald Gate invests have a fundamentally different risk/return profile than that of the investments of the PE Funds. The risk/return profile of a particular investment is considered in determining whether such investment is suitable for Emerald Gate. The Adviser focuses Emerald Gate’s investing in investments it believes are lower-risk, lower-returning and more stable than those that are the focus of the PE Funds. In addition, Emerald Gate does not invest in private equity transactions. Emerald Gate’s investments primarily consist of long equities and equity-like securities (e.g., convertible preferred securities) that the Adviser believes offer an attractive yield and potential equity upside. The Adviser focuses Emerald Gate’s investments in companies the Adviser believes are well-managed, have significant barriers to entry, high and consistent free cash flow, and have shown a propensity to return capital to shareholders via dividends and stock buybacks. Emerald Gate may also invest in master limited partnerships and real estate investment trusts and, from time to time, may engage in short-selling. Emerald Gate has generated returns to its equity and equity-like investments through cash generation with upside through growth or margin improvement. Treasury Products The Treasury Portfolio consists of a diversified portfolio of liquid assets managed from time to time on behalf of one or more of the PE Funds, various majority-owned portfolio holding companies of the PE Funds and the Adviser (and/or one of or more of its affiliated management entities). The Treasury Portfolio’s investment objective is to seek conservative returns while maintaining a focus on capital preservation, liquidity and low volatility. The Treasury Portfolio intends to maintain sufficient cash and “cash like” securities to meet the near-term needs of the participants while investing excess uncommitted cash balances of its participants in a portfolio of debt instruments. The debt instruments held in the Treasury Portfolio are generally intended to be held to maturity; however, the specific instruments included in the Treasury Portfolio are relatively liquid and it is expected that they could be sold to meet any unexpected needs of the participants. The Treasury Portfolio does not currently intend to use leverage in making investments. The Adviser invests a majority of the Treasury Portfolio assets in indebtedness or debt securities of companies and industries of which the Adviser has significant knowledge and expertise. These industries include, without limitation, retail, restaurants and consumer products; financial services (including insurance); technical hardware, telecom and semiconductors; industrials and energy; information technology and business services; and software. That portion of the Treasury Portfolio that is not invested in indebtedness or debt securities is generally maintained in cash, short-term U.S. Treasury securities, bank repurchase agreements and other similarly liquid securities. From time to time, the portion of the Treasury Portfolio held in “cash like” securities will be adjusted to appropriately reflect the ongoing needs of participants. The indebtedness and/or debt securities in which the Treasury Portfolio will be invested have a fundamentally different risk/return profile than those acquired, directly or indirectly, by the PE Funds. The Adviser expects to focus the Treasury Portfolio’s investments in indebtedness and/or debt securities that are believed to be lower risk, lower returning and more stable than those that are the focus of the PE Funds. The Treasury Portfolio is not expected to invest in private equity transactions or equity securities. Notwithstanding anything to the contrary herein, it should be noted that the Treasury Portfolio has in the past, and is expected to do so again in the future, invested in issuers and/or offerings that are then currently held by, or were formerly held by, clients of AICM (though no leverage is expected to be used for the Treasury Portfolio in an effort to mitigate risk). The Adviser seeks to focus the Treasury Portfolio’s investments in indebtedness and debt securities on issuances by companies that have a low debt-to-enterprise value ratio with credit ratings generally ranging from BBB to BB. The Adviser expects that the Treasury Portfolio’s investments will be predominantly comprised of senior secured first lien bank debt with floating interest rates, thus minimizing the interest rate risk while maintaining a secured position.
Risks
Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. The following list is not a complete list of all risks involved in connection with an investment in the Funds. In general, the risks applicable to each Fund and the activities of its related General Partner and the Adviser include, but are not limited to: No Assurance of Investment Return The Adviser cannot provide assurance that it will be able to choose, make and realize investments in any particular company or portfolio of companies. There is no assurance that the Adviser will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. There can be no assurance that expected returns for the Funds will be achieved, or that a Fund will receive a return of its capital. The performance of the Adviser’s prior investments is not necessarily indicative of any Fund’s future results. An investment in one or more Funds should only be considered by persons who can afford a loss of their entire investment. Leveraged Investments While investments in highly leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Some of the Funds’ investments may involve high degrees of leverage, as a result of which recessions, operating problems and other general business and economic risks may have a more pronounced effect on the profitability or survival of the Funds’ portfolio companies. A Fund’s ability to achieve attractive rates of return on investments will depend on the ability of its portfolio companies to access sufficient sources of debt at attractive rates, including high yield debt. However, availability of capital from the debt markets is subject to volatility from time to time, and there may be times when a Fund might not be able to access those markets at attractive rates, or at all, when completing an investment. Also, increased interest rates generally increase portfolio company interest expenses. In the event any such portfolio company cannot generate adequate cash flow to meet debt service, the applicable Fund may suffer a partial or total loss of capital invested in the portfolio company. In addition, certain Funds may utilize leverage directly or indirectly including engaging in trading on margin by borrowing funds and pledging securities as collateral. While such use of borrowed funds increases returns if a Fund earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns if a Fund fails to earn as much on such incremental investments as it pays for such funds. The effect of leverage may therefore result in a greater decrease in the net asset value of a Fund than if such Fund were not so leveraged. Any use by a Fund of short-term margin borrowings will result in certain additional risks to such Fund. For example, the securities pledged to brokers to secure a Fund’s margin accounts could be subject to a “margin call,” pursuant to which the Fund would be required either to deposit additional funds with the broker or to suffer mandatory liquidation of the pledged securities to compensate for the decline in value. A sudden, precipitous drop in value of a Fund’s assets accompanied by corresponding margin calls could force such Fund to liquidate assets quickly, and not for fair value, in order to pay off margin debt. In some circumstances, the broker-dealer from which a Fund has borrowed the money may have the right to liquidate collateral and/or terminate the Fund’s brokerage and related legal agreements with little or no notice. At certain times, it may be difficult for a Fund to secure financing in order to employ leverage, which could negatively impact the return of such Fund. Investment in Junior Securities The securities in which the Funds will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Financial Market Fluctuations In recent years, U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of the investments held by the Funds. Instability in the securities markets may also increase the risks inherent in the Funds’ investments. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise. Additionally, market events, like the financial crisis of 2007-2008, may lead to a tightening of the global credit markets which could make it more difficult for financial sponsors like the Adviser to obtain favorable financing for investments. During the financial crisis of 2007- 2008, a widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, reduced investor demand for high yield debt and senior bank debt, which in turn led some investment banks and other lenders to be unwilling or less willing to finance new private equity investments or to only offer committed financing for these investments on less favorable terms than had been prevailing in the recent past. To the extent that such marketplace events re-occur, they may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Such an economic downturn could adversely affect the financial resources of corporate borrowers in which the Funds have invested and result in the inability of such borrowers to make principal and interest payments on outstanding debt when due. In the event of such defaults, the Funds may suffer a partial or total loss of capital invested in such companies, which could, in turn, have an adverse effect on the Funds’ returns. Additionally, the Funds may be required to pay break-up, termination or other fees or expenses even if the Adviser is willing to close on an investment if it is ultimately unable to close on such investment due to a lender’s unwillingness to provide previously committed financing. General Economic and Market Conditions The success of the Funds’ investment activities will be affected by general economic and market conditions, as well as by changes in laws, trade agreements, currency exchange controls, and national and international political and socioeconomic circumstances. The current global economic and political climate is one of uncertainty. A climate of uncertainty may reduce the availability of potential investment opportunities and may increase the difficulty of modeling market conditions, reducing the accuracy of the financial projections. Furthermore, such uncertainty may have an adverse effect upon the portfolio companies in which certain Funds make investments. A sustained downturn in the U.S. or global economy (or any particular segment thereof) could adversely affect the Funds’ profitability, impede the ability of certain Funds’ portfolio companies to perform under or refinance their existing obligations, and impair the Funds’ ability to effectively exit their investment on favorable terms. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure. There can be no assurances that conditions in the financial markets will not worsen or adversely affect one or more a Fund’s portfolio companies. Illiquidity of Investments The Funds’ investments are likely to consist of securities that are subject to restrictions on sale under U.S. securities laws. Generally, a Fund will not be able to sell these securities publicly in the U.S. without the expense and time required to register the securities under the Securities Act or will be able to sell the securities only under Rule 144 or other rules under the Securities Act that permit only limited sales under specified conditions. When restricted securities are sold to the public, the applicable Fund may be deemed an “underwriter,” or possibly a controlling person, with respect thereto for the purpose of the Securities Act and be subject to liability as such under the Securities Act. The sale of investments may be subject to restrictions imposed by the applicable securities laws of the countries in which a Fund invests or in which it wishes to publicly list securities, if applicable. In addition, practical limitations may inhibit a Fund’s ability to liquidate certain of its investments in the portfolio companies since the issuer will be privately held and the Fund may own a relatively large percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. The limitations on liquidity of a Fund’s investments could prevent a successful sale thereof, result in delay of any sale, or reduce the amount of proceeds that might otherwise be realized. Lack of Liquidity in Public Markets Despite the heavy volume of trading in securities, the markets for some securities may be thinly traded from time to time. This lack of liquidity and market depth could disadvantage the Funds, both in the realization of the prices which are quoted and in the execution of orders at desired prices or in desired quantities. Also, securities exchanges and the U.S. Securities and Exchange Commission have authority to suspend trading in a particular security without notice. Reliance on Management Decisions with respect to the management of each Fund will be made by the Adviser or the applicable sub-adviser. The success of a Fund will depend on the ability of the Adviser or the applicable sub-adviser to identify and consummate investments, to improve the operating performance of portfolio companies and to dispose of investments of such Fund at a profit. The loss of the services of one or more members of the professional staff of the Adviser or applicable sub-adviser could have an adverse impact on such Fund’s ability to realize its investment objective. In addition, it is expected that all of the officers and employees responsible for managing a particular Fund will continue to have responsibilities with respect to other funds and accounts managed by the Adviser, including Funds managed on behalf of the Adviser’s personnel, their friends and family, and, in the case of the Treasury Products, certain portfolio companies. Thus such persons will have demands made on their time for the investment, monitoring, exit strategy and other functions of other funds and accounts. The risks associated with an investment in any particular Fund may be substantially impacted by the nature and timing of the market. Lack of Sufficient Investment Opportunities The business of identifying and structuring private equity, public securities’ and other financial transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, investors generally will be required to pay Advisory Fees during the investment period of the applicable Fund based on the entire amount of their capital commitments. Concentration of Investments The Funds will participate in a limited number of investments and may seek to make several investments in one industry or one industry segment. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer portfolio companies and thus be less diversified. Competition for Investments The Funds expect to encounter competition from entities having similar investment objectives. Potential competitors include other investment funds, business development companies and other financial investors investing directly or through affiliates. Certain of these entities may possess competitive advantages over a Fund in pursuing investment opportunities, including greater financial, technical, marketing and other resources, higher risk tolerances, different risk assessments, lower return thresholds, lower cost of capital and access to funding sources unavailable to a Fund. In addition, a substantial number of private investment funds have been formed over the past several years, and many funds have grown substantially in size, resulting in an unprecedented amount of capital available for investment in such opportunities. Lack of Diversification Risk A Fund may not be highly diversified. Lack of diversification would expose a Fund to losses disproportionate to market declines in general if there were disproportionately greater adverse price movements in the particular investments held by a Fund. To the extent a Fund invests a relatively high percentage of its assets in a limited number of portfolio companies, industries or sectors, a Fund will be more susceptible than a more widely diversified investment partnership to the negative consequences of a single corporate, economic, political or regulatory event. Season and Sell Transactions From time to time Golden Gate Capital Opportunity Fund, L.P. (“GGCOF”) and Golden Gate Capital Opportunity Fund-A, L.P. (“GGCOF-A” and together with GGCOF and any other investment funds formed to invest alongside GGCOF and GGCOF-A, the “Opportunity Fund”) may enter into loan origination transactions that would be conducted through a so-called “season and sell” structure. Under such arrangements, GGCOF would (either directly or indirectly through an entity formed for such purpose) originate loans and, after those loans have been held for a seasoning period (e.g., 90 days), would often sell a pro rata portion of such loans to GGCOF-A (or an entity owned by both GGCOF and GGCOF-A) at the then-current fair market values of such loans. However, since (1) the decision by GGCOF (or such originating entity) to originate the loans and (2) the decision by GGCOF-A (or such transferee entity) whether and at what price to acquire a portion of such loans would be made as separate, independent decisions, it is possible from time to time that certain loans originated by GGCOF (or such originating entity) may not subsequently be transferred to GGCOF-A or such transferee entity. As a result, GGCOF and GGCOF-A may hold different investments in their respective loan portfolios, and GGCOF would bear all of the risk of the loans during the seasoning period and may be forced to retain a disproportionate amount of non-performing or other loans if GGCOF-A or such transferee entity elected subsequently not to purchase them. This potential difference in investments held by GGCOF and GGCOF-A, together with the different prices at which the loans would be acquired and the fact that GGCOF-A would not participate in loan origination fees, will potentially cause a divergence in the economic returns between GGCOF and GGCOF-A. CLOs To finance investments, a Fund or one or more of its portfolio companies may securitize certain of its investments, including through the formation of one or more collateralized loan obligations (“CLOs”), while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers. If a Fund establishes a CLO, the Fund will depend on distributions from the CLO’s assets to enable it to make distributions to investors. The ability of a CLO to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict a Fund’s ability, as holder of a CLO’s equity interests, to receive cash flow from these investments. There is no assurance any such performance tests will be satisfied. Also, a CLO may take actions that delay distributions in order to preserve ratings and to keep the cost of present and future financings lower, or the CLO may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of the CLO’s debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO, or cash flow may be completely restricted for the life of the CLO. In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force a CLO to sell certain assets at a loss, reducing its earnings and, in turn, cash potentially available for distribution to a Fund for distribution. To the extent that any losses are incurred by the CLO in respect of any collateral, such losses will be borne first by a Fund as owner of equity interests. Finally, any equity interests that a Fund retains in a CLO will not be secured by the assets of the CLO and the Fund will rank behind all creditors of the CLO. Uncertainty Regarding Investments Although the Adviser will make every effort to conduct appropriate due diligence prior to making an investment, the due diligence process may be subjective at times, may be required to be undertaken on an expedited basis in order to take advantage of available investment opportunities and may require the Adviser to rely on limited resources available to it including information provided by the target of the investment and third-party consultants, legal advisors, accountants and investment banks. As a result, it is uncertain whether the due diligence investigation will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. The Adviser also cannot be certain that the due diligence investigation will result in investments being successful. Increased Regulatory Scrutiny The financial services industry generally, and the activities of private investment funds and their managers, in particular, have been subject to intense and increasing regulatory oversight. Such scrutiny may increase the Adviser’s and the Funds’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may impose administrative burdens on the Adviser, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens may divert the Adviser’s time, attention and resources from portfolio management activities. It is anticipated that, in the normal course of business, the Adviser’s officers will have contact with governmental authorities and/or be subjected to responding to inquiries or examinations. Funds may also be subject to regulatory inquiries concerning their securities positions and trading. Material Non-Public Information By reason of their responsibilities in connection with their other activities, from time to time, certain personnel of the Adviser and/or Portfolio Company Advisers (as defined below) may acquire confidential or material non-public information or be otherwise restricted from initiating transactions in certain securities. A Fund (or client advised by a Portfolio Company Adviser) may not be free to act upon any such information. Due to these restrictions, a Fund (or client advised by such Portfolio Company Adviser) may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Third Party Involvement A Fund may co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial, legal or regulatory difficulties, resulting in a negative effect on such investment, may have economic or business interests or goals which are inconsistent with those of a Fund or may be in a position to take (or block) action in a manner contrary to a Fund’s investment objectives. In addition, a Fund may in certain circumstances be liable for the actions of its third-party co-venturers. In circumstances in which third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements. General Risks Associated with Non-U.S. Investments The Funds may, directly or indirectly, invest in non-U.S. long or short securities, options, swaps and “contracts for differences” (“CFDs”). Such investments may be subject to a greater risk than domestic investments due to non-U.S. economic, political and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments, or capital gains, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non-U.S. entities and other factors beyond the control of the Adviser. Furthermore, issuers of non-U.S. securities are subject to different, often less comprehensive accounting reporting on disclosure requirements than domestic issuers. The securities markets of some countries in which the Funds may invest have substantially less volume than those in the United States, and securities of certain companies in these countries are less liquid and more volatile than securities of comparable U.S. companies. Accordingly, these markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States. Brokerage commissions and other transaction costs on securities exchanges in non-U.S. countries are generally higher than in the United States. There are also special tax considerations which apply to securities of non-U.S. issuers and securities principally traded overseas. Moreover, expenses normally associated with non-U.S. investments often exceed those associated with U.S. investments. Non-U.S. securities settlements may in some instances be subject to delays and related administrative uncertainties. The Funds may or may not hedge currency risk related to investments in non-U.S. securities. These hedges may include currency trades in both the spot and forward market as well as swaps and options on single currencies or a basket of currencies. The Funds may execute these transactions on exchanges located outside the U.S., where the regulations of the SEC and U.S. Commodity Futures Trading Commission (“CFTC”) do not apply. Trading on a non-U.S. exchange may involve certain risks not applicable to trading on U.S. exchanges, such as risks of fluctuations in the exchange rate between the currency of the locale of the non-U.S. exchange and U.S. dollars, exchange controls, expropriation, burdensome or confiscatory taxation, moratoriums, or political or diplomatic events. The markets for certain securities in which the Funds are invested are denominated in foreign currencies and therefore those investments may be at risk for adverse fluctuations in currency exchange rates and the valuations of such investments as of a date in time will be based upon exchange rates in effect on such date of valuation, which may not be the same as those in effect on prior or subsequent reporting dates. Emerging Market Risks The risks of investments in non-U.S. markets described above apply to an even greater extent to investments in emerging markets. The securities markets of emerging market countries are generally smaller, less developed, less liquid, and more volatile than the securities markets of the U.S. and other developed markets. Disclosure and regulatory standards in many respects are less stringent than in the U.S. and other developed markets. There also may be a lower level of monitoring and regulation of securities markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may be inconsistent and subject to change without warning. In addition, custodial services and other costs relating to investments may be more expensive in emerging markets than in many developed markets, which could reduce a Fund’s income from such securities. In many cases, governments of emerging market countries continue to exercise significant control over their economies, and government actions relative to the economy, as well as economic developments generally, may adversely affect the liquidity and price of securities, regardless of the issuer’s financial condition. In addition, there is a heightened possibility of expropriation or confiscatory taxation, imposition of withholding taxes on interest or dividend payments, or other similar developments that could affect investments in those countries. There can be no assurance that adverse political changes will not cause the Funds to suffer a loss of any or all of their investments. Equity Risk The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. A risk of investing in a Fund is that the equity securities in its portfolio will decline in value due to factors affecting equity markets generally or particular industries represented in those markets. The values of equity securities may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or related industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities. Fixed-Income Securities The Funds may, directly or indirectly, invest in bonds or other fixed-income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) and distressed debt securities. Such securities may be rated below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower rated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which generally 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 lower rated debt securities often are highly leveraged and may not have access to more traditional methods of financing. Trading in such securities may be limited or disrupted by an economic recession, resulting in an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could affect adversely the ability of the issuers of such securities to repay principal and pay interest thereon and, therefore, increase the incidence of default for such securities. Investment in Small Companies There is no minimum limitation on the size or operating experience of the companies in which the Funds may invest. Some small companies in which the Funds may invest may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Risks Related to Reliance on Management of Portfolio Companies While it is generally the intent of the Adviser to invest in companies with proven operating management in place, there can be no assurance that such management will continue to operate the company successfully. Although the Adviser will monitor the performance of each Fund investment, a Fund will rely upon management to operate the portfolio companies on a day-to-day basis. Need for Follow-On Investments Following a PE Fund’s initial investment in a given portfolio company, such portfolio company may require additional funds to, among other things, improve its operating performance, meet its debt service obligations or refinance its outstanding debt securities. There is no assurance that a PE Fund will make follow-on investments or that a PE Fund will have sufficient funds to make all or any of such investments. Any decision by the Adviser not to make follow-on investments or a PE Fund’s inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment. Additionally, such failure to make such investments may result in a lost opportunity for such PE Fund to increase its participation in a successful portfolio company or the dilution of such PE Fund’s ownership in a portfolio company if a third party (or successor Fund) invests in such portfolio company. In certain circumstances, including follow-on investments by successor Funds in a portfolio company owned by one or more predecessor PE Funds, the decision by a Fund to make follow-on investments may present conflicts of interest, including with respect to the determination of the structure and other terms of any new financing, and the follow-on investment by a successor Fund could result in significant dilution to the investment by the predecessor PE Fund. Counterparty Risk Certain markets in which the Funds may effect transactions are “over-the-counter” or “interdealer” markets, and may also include unregulated private markets. The participants in such markets typically are not subject to the same level of credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the investor to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Funds have concentrated their transactions with a single or small group of counterparties. The Funds may also be exposed to similar risks with respect to non-U.S. brokers in jurisdictions where there are delayed settlement periods. The Funds are generally not restricted from dealing with any particular counterparty or from concentrating any or all transactions with one counterparty. The ability of the Funds to transact business with any one of a number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. Similar risks also arise in connection with derivative instruments and brokerage arrangements that the Fund may put in place. Certain Funds may hold derivative instruments that contain an element of risk in the event that the counterparties may be unable to meet the terms of such agreements. The Adviser seeks to minimize such risk exposure by limiting the counterparties with which the Funds enter into contracts to banks and investment banks who, at the time established, meet established credit and capital guidelines. The Funds may only close out “over-the-counter” transactions (including swaps and contracts for differences) with the relevant counterparty, and may only transfer a position with the consent of the particular counterparty. Also, if the counterparty defaults, the Funds will have contractual remedies pursuant to the agreement related to the transaction, but there is no assurance that contract counterparties will be able to meet their obligations pursuant to such contracts or that, in the event of default, the Funds will succeed in enforcing contractual remedies. There also may be documentation risk, including the risk that the parties may disagree as to the proper interpretation of the terms of a contract. If such a dispute occurs, the cost and unpredictability of the legal proceedings required for the Funds to enforce their contractual rights may lead the Funds to decide not to pursue their claims against the counterparty. Each Fund thus assumes the risk that it may be unable to obtain payments owed to it under contracts relating to over-the-counter transactions or that those payments may be delayed or made only after such Fund has incurred the costs of litigation. Prime Brokerage Risk There are risks involved in dealing with the custodians or prime brokers who settle trades. The Funds and investment vehicles in which they invest maintain custody accounts with several prime brokers and custodian banks. While the Adviser monitors exposure to prime brokers and custodians, there is no guarantee that these prime brokers and custodians, or any other prime broker or custodian that the Funds or such investment vehicles may use from time to time, will not become insolvent. While both the U.S. Bankruptcy Code and the Securities Investor Protection Act of 1970 seek to protect customer property in the event of a failure, insolvency or liquidation of a broker-dealer, there is no certainty that, in the event of a failure of a broker-dealer that has custody of a Fund’s or such investment vehicles’ assets, such Fund or investment vehicle would not incur losses due to its assets being unavailable for a period of time, ultimately less than full recovery of its assets, or both. Contingent Liabilities Upon Disposition In connection with the disposition of an investment, a PE Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business and may be responsible for the content of disclosure documents under applicable securities laws. It may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate. These arrangements may result in contingent liabilities, which might ultimately have to be funded by investors in a PE Fund. The Governing Documents of a PE Fund typically contain provisions to the effect that if there is any such claim in respect of a portfolio company, it will be funded by the investors in the PE Fund, including, subject to certain limitations, by returning distributions received from the PE Fund. Risks of Bankruptcy of Portfolio Companies A Fund may make investments in portfolio companies that may experience financial difficulties and become insolvent or file for bankruptcy protection. Various U.S. and non-U.S. laws in connection with such bankruptcy proceedings could operate to the detriment of a Fund. There is also a risk that a court may subordinate a Fund’s investment to other creditors or require a Fund to return amounts previously paid to it by a portfolio company that became insolvent or files for bankruptcy, a risk that could increase if a Fund has management rights in such portfolio company. Certain Effects of Default and Bankruptcy Each of a Fund’s portfolio companies or its assets may be pledged to third parties, including senior lenders, and could be foreclosed upon or otherwise acquired by such parties under certain circumstances, including an incipient and/or unremedied default. In the event of the bankruptcy of a portfolio company, prior distributions to a Fund may be reclaimed if such prior payments are determined to have been “preference” payments under applicable bankruptcy and related laws and regulations. In addition, Funds may, from time-to-time, issue guarantees or otherwise enter into credit support arrangements with respect to financing arrangements undertaken by their portfolio companies. In the event of a default by a portfolio company of its obligations that are subject to such an arrangement, the applicable Fund’s assets could be acquired by, or used to satisfy, the applicable lender(s) under certain circumstances. Effect of Incentive Allocation The existence of the Incentive Allocation may create an incentive for the Adviser to make more speculative investments on behalf of the Funds than it would otherwise make in the absence of such performance-based arrangement. In addition, if distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property, as determined in accordance with procedures specified in the Governing Documents. An independent appraisal generally will not be required and is not expected to be obtained. Bridge Loans From time to time, the Funds may lend to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always within the Funds’ control, such long-term securities may not be issued and such bridge loans may remain outstanding. In such event, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by the Funds. Minority Investments The Funds may invest in minority positions of companies and in companies for which the Funds have no right to exert significant influence. In such cases, the Funds will be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other investors with whom the Funds are not affiliated and whose interests may conflict with the interests of the Funds. Portfolio Valuation Because of the overall size of the Funds and the nature and maturities of positions held by the Funds, the value at which the Funds’ investments can be liquidated may differ, sometimes significantly from the interim valuations arrived at by the Adviser. In addition, the timing of liquidations may also affect the values obtained on liquidation. Securities to be held by the Funds may routinely trade with bid-ask spreads that may be significant. There is no actively traded market for most of the securities owned by the Funds. When estimating fair value, the Adviser will apply a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments and consistent with the terms of the applicable Governing Documents. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairly valued is an important focus of the Adviser. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and differs from the prices at which such securities may ultimately be sold. At times, third-party pricing information may not be available for certain positions held by the Funds. With respect to the Funds, the exercise of discretion in valuation by the Adviser gives rise to conflicts of interest as these valuations impact the Adviser’s track record and the Incentive Allocation in certain Funds is calculated based, in part, on these valuations and such valuations affect the amount and timing of the Incentive Allocation and calculation of Advisory Fees. As a result, it is possible for there to be situations where the Adviser is incentivized to influence or manipulate the valuation of investments. In addition, the Funds hold loans or privately placed securities for which no public market exists. Valuations by the Adviser generally will be conclusive and binding on all investors. Short Sales Certain Funds may make short sales of investment securities. In a short sale, the seller sells a security that it does not own, typically a security borrowed from a broker or dealer. Because the seller remains liable to return the underlying security that it borrowed from the broker or dealer, the seller must purchase the security prior to the date on which delivery to the broker or dealer is required. As a result, a Fund will engage in short sales only where the Adviser believes the value of the security will decline between the date of the sale and the date it is required to return the borrowed security. The making of short sales exposes a Fund to the risk of liability for the market value of the security that is sold and unlimited risk due to the lack of an upper limit on the price to which a security may rise. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase. Several jurisdictions in which the Funds may trade have adopted reporting rules for short sales and short positions. If the Funds’ short positions or their strategy becomes generally known, the Adviser’s ability to implement the strategy could be adversely affected. In particular, it would make it more likely that other investors could cause a “short squeeze” in the securities sold short by a Fund, forcing it to cover its positions at a loss. In addition, if other investors engaged in copycat behavior by taking positions in the same issuers as the Funds, the cost of borrowing securities to sell short could increase significantly, and the availability of such securities to the Funds could decrease significantly. Such events could make the Funds unable to execute their investment strategy. Regulatory authorities in several jurisdictions have also adopted bans on short sales of certain securities in response to market events such as the financial crisis of 2007-2008. Bans on short selling may make it impossible for a Fund to execute certain investment strategies and may have a material adverse effect on such Fund’s ability to achieve its investment objective. General Market and Credit Risks of Debt Securities Debt portfolios are subject to credit and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument and securities which are rated by rating agencies are often reviewed and may be subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in interest rates. Factors that may affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, money supply and the monetary policies of the Federal Reserve Board and central banks throughout the world, international disorders and instability in domestic and foreign financial markets. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. The Treasury Portfolio contains certain credit risks which may include, but not be limited to, exposure to uninsured deposits with financial institutions, unsecured corporate bonds and mortgage-backed securities. These exposures are actively monitored on a continuous basis and positions are reallocated based on changes in risk profile, market or economic conditions. Risk of Third-Party Litigation A Fund’s investment activities subject it to the risk of becoming involved in litigation by third parties. This risk is somewhat greater where a Fund exercises control of, or significant influence over, a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent certain conduct by the Adviser, be borne by a Fund, would reduce net assets and could require investors to return distributions to a Fund. The Adviser is entitled to be indemnified by a Fund in connection with such litigation, subject to certain limitations as set forth in the Governing Documents for such Fund. Tax-Related Risks Investment in a Fund involves numerous tax risks. The Funds or their investors may be subject to income or other tax in jurisdictions in which the Funds invest. Additionally, withholding taxes or branch taxes may be imposed on earnings of the Funds from investments in such jurisdictions. Also, local tax incurred in a jurisdiction by the Funds or vehicles through which they invest may not entitle investors to either (i) a credit against tax that may be owed in their respective home tax jurisdictions or (ii) a deduction against income taxable in such home jurisdictions by the investors. The Adviser typically takes into account tax consequences when structuring the activities of the Fund; however, there is a risk that the United States Internal Revenue Service (and similar state and international taxing bodies) will not concur with the Adviser as to these tax consequences, resulting in a less favorable tax outcome than the Adviser had anticipated. In addition, tax laws and regulations applicable to a Fund are subject to change, and unanticipated tax liabilities could be incurred by investors as a result of such changes. A Fund may structure an investment in a portfolio company with respect to certain investors through the use of a blocker entity or another structure in seeking to accommodate the tax objectives of such investors and the Adviser has broad discretion in structuring transactions. The use of such different structures may result in a Fund’s investors receiving different proceeds in a transaction. Investors should consult their own tax advisors to determine the potential tax-related consequences of investing in a Fund. Hedging Risks The Adviser may hedge some or all of a Fund’s investments or other assets by entering into hedging arrangements with a broker, a bank or other organizations. Hedging against a decline in the value of an investment or other asset of a Fund does not completely eliminate risks associated with fluctuations in the values of such investment or asset, or prevent losses if the values of such investment or asset decline. In addition, any hedging arrangements may limit a Fund’s opportunity for gain if the values of the investment or asset subject to hedging increase. Furthermore, hedging entails its own costs, and it is often not possible to hedge fully or perfectly against all risks. There can be no assurance that the Adviser will choose to hedge against any of the risks relating to a Fund’s investments. Bank Loans Certain Funds may invest in interests in loans originated by banks and other financial institutions. The loans invested in by the Funds may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Purchasers of bank loans are predominantly commercial banks, investment funds and investment banks. As secondary market trading volumes for bank loans increase, new bank loans are frequently adopting standardized documentation to facilitate loan trading which should improve market liquidity. The financial crisis of 2007-2008 resulted in unprecedented levels of illiquidity and volatility in the bank loan market. A decline in current market conditions could result in similar levels of illiquidity and volatility, which could decrease demand for bank loan trading. In addition, the Funds make investments in stressed or distressed bank loans which are often less liquid than performing bank loans. Certain Funds 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 lender 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 i please register to get more info

Oversight and Monitoring
The Funds primarily invest in securities that are private, illiquid and long-term in nature although certain Funds also invest in public securities and debt instruments. Accordingly, the review process for most Funds is not typically directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors companies in which the Funds invest, and Golden Gate’s General Counsel and Executive Vice President of Finance, either alone or working together with other Adviser Personnel, periodically checks to confirm that each Fund is maintained in accordance with its stated objectives. Such checks are performed more frequently with respect to Funds that are more heavily invested in public securities.
Reporting
Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 120 days after the fiscal year end of such Fund. In addition, investors in the PE Funds typically receive quarterly performance reports generally within 60 days after each fiscal quarter end. Investors in Emerald Gate generally receive semi-annual performance reports within 60 days after each fiscal quarter end. It is expected that investors in any Emerald Gate funds will receive quarterly performance reports within 60 days after each fiscal quarter end. As there are no third-party investors in the Treasury Products, no investor-level reports are expected. The Adviser may from time to time, in its sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as they deem appropriate. please register to get more info

For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, the Adviser and its related persons may, in certain instances, receive discounts on products and services provided by portfolio companies of Funds and/or the customers or suppliers of such portfolio companies. While not a client solicitation arrangement, the Adviser may from time to time engage one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors (though no placement agents have historically been engaged in connection with Fund offerings). Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Advisory Fees received by the Adviser are generally reduced by the amount of such fees. please register to get more info

As the Adviser relies on the “audit exemption” under the Advisers Act custody rule (i.e., Rule 206(4)-2(b)(4)), investors in the Funds will not receive account statements from the Funds’ custodians. please register to get more info

Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with each such Fund’s Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. The Adviser or applicable sub-adviser has the discretion to determine, without consent of the Funds or the investors in the Funds, the particular securities or instruments to be bought and sold in accordance with the terms and conditions of the applicable Governing Document of each Fund. The Adviser or applicable sub-adviser will provide investment advice to the Funds, possibly subject to certain limitations and restrictions on the Funds as to diversification and type of permitted investments. Funds will typically make direct investments in companies, although the Adviser or applicable sub-adviser may in its discretion form an AIV with respect to particular investments. AIVs are generally established in order to invest alongside or in the place of one or more Fund in a particular investment opportunity or opportunities, and the Adviser or applicable sub-adviser typically has limited discretion to invest the assets of the alternative investment vehicles independent of these limitations as set forth in the Governing Documents of the applicable Fund. please register to get more info

The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by the Funds (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of all relevant stakeholders, taking into account the desire to maximize the economic value of the relevant Fund’s holdings, the relevant Fund’s investment horizon, the contractual obligations under the relevant Governing Documents, and all other relevant facts and circumstances at the time of the vote. The Adviser does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the relevant Adviser investment professional after consulting with the Adviser’s Chief Compliance Officer and/or General Counsel (if deemed appropriate or necessary), the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All Voting decisions initially are referred to the appropriate investment professional(s) for a voting decision. In most cases, the investment professional(s) covering the particular investment will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her as well as the standard Voting positions adopted by the Adviser pursuant to its Voting policies and procedures. If the investment professional is making the Voting decision, the investment professional will inform the Adviser’s Chief Compliance Officer and/or General Counsel or their designee of any such Voting decision, and barring any issues from his or her conflict of interest review, the Vote will be voted in such manner. If the investment professional and the Chief Compliance Officer and/or General Counsel or their designee are unable to arrive at an agreement as to how to vote, then the Adviser’s Chief Compliance Officer and/or General Counsel may be consulted as to the appropriate vote. The Chief Compliance Officer and/or General Counsel will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. The Adviser has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All Voting decisions will require a mandatory conflicts of interest review in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. Where deemed appropriate, unaffiliated third parties, including an advisory committee of Fund investors unaffiliated with the Adviser, may be used to help resolve conflicts. In this regard, the Adviser shall have the flexibility to retain independent fiduciaries, consultants, or professionals to assist with Voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. Copies of relevant proxy logs identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: Chief Compliance Officer Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111 please register to get more info

The Adviser does not require prepayment of Advisory Fees more than six months in advance or have any other events requiring disclosure under this item of the Brochure. Item 19. Requirements for State-Registered Advisers Item 19 is not applicable to the Adviser. please register to get more info