ADVISORY BUSINESS
A. General Description of Advisory Firm. Dean Capital Investments Management, LLC (formerly known as Dean Ventures Management, LLC), a Delaware limited liability company (the "Investment Adviser"), has been in business since 2011 with an office in Vienna, Virginia. It has been serving as an investment adviser since February 2012. DC Funds, LP (whose General Partner is managed by Dean L. Wilde II) and Tonawanda Funds, LLC (managed by James P. Smist) are the principal owners (each, a "Principal Owner") of the Investment Adviser and control the Investment Adviser. A revocable trust of Mr. Wilde owns the member interests in DCF Multi Strategy, LLC, the General Partner of DC Funds, LP, and another revocable trust of Mr. Wilde owns the limited partnership interest of the relevant class of DC Funds, LP. A revocable trust of Mr. Smist owns the member interests of Tonawanda Funds, LLC. Mssrs. Wilde and Smist are the Managing Board members of the Investment Adviser, with Mr. Wilde also serving as the Managing Director and Chief Executive Officer of the Investment Adviser, and with Mr. Smist also serving as the Managing Director and President of the Investment Adviser. Messrs. Wilde and Smist have ultimate responsibility for the management, operations and the investment decisions made by the Investment Adviser. B. Description of Advisory Services.

The Investment Adviser serves as the investment manager with discretionary trading authority to the following private pooled investment vehicles, the securities of which are offered to the Principal Owners, their related companies, and senior employees of affiliates and advisory board members of the Investment Adviser on a private placement basis (each, a "Fund" and collectively, the "Funds"): (1) Dean Ventures II, LLC ("DV II"); (2) Dean Ventures XV, LLC ("DV XV"); (3) Dean Ventures 20, LLC ("DV 20"); (4) Dean Ventures 150, LLC ("DV 150"); (5) Dean Ventures Multi Strategy Fund, L.P. ("DVMSF"); (6) Dean Ventures II Holdings, LLC ("DV2H"); (7) DC Investments Alpha Fund, LLC ("DCI Alpha"); (8) DC Investments Efficient Fund, LLC ("DCI Efficient"); and (9) Dean Capital Investments Holdings, LLC ("DCI Holdings"). Except for DVMSF, each Fund is a Delaware limited liability company. DVMSF is a Delaware series limited partnership. Currently, DVMSF has issued one series (Series A) to investors, but may issue additional series in the future. The DVMSF references in this Brochure are to DVMSF generally or to DVMSF Series A specifically. Of the Funds, DVMSF, DV2H, DV II, DV 20 and DCI Holdings ("Investor Funds") only invest in other affiliated Funds that conduct trading ("Investee Funds") or in other affiliated Investor Funds. Specifically, DVMSF and DV2H both invest substantially all of their assets in DV II. They do not directly trade, but only hold cash/cash equivalents or member interests in DV II. DV II invests substantially all of its assets in DV XV and DCI Holdings. DV II does not directly trade, but only holds cash/cash equivalents or member interests in wholly-owned (i.e., DV XV) or partially-owned (i.e., DCI Holdings) Investee Funds that are managed by the Investment Adviser. DV 20 invests substantially all of its assets in DV 150 and DCI Holdings. DV 20 does not directly trade, but only holds cash/cash equivalents or member interests in wholly-owned (i.e., DV 150) or partially-owned (i.e., DCI Holdings) Investee Funds that are managed by the Investment Adviser. DCI Holdings invests substantially all of its assets in DCI Alpha and DCI Efficient. DCI Holdings does not directly trade, but only holds cash/cash equivalents or member interests in wholly-owned Investee Funds that are managed by the Investment Adviser. Thus, at this time, investors invest in the Investor Funds (i.e., DVMSF, DV2H or DV 20). Investors do not invest directly in the Investee Funds. In the future, it is possible that investors could have an option to invest in DCI Holdings, DCI Alpha, or DCI Efficient, but not at this time. The above-discussed structures allow DV II, DV 20, and DCI Holdings to isolate liabilities and risk, as well as to track different investment strategies.

The investment objectives of DV II, DV 20, and DCI Holdings are set forth in Item 8, with the underlying Funds (which at this time, include the DV II or DV 20 wholly-owned subsidiary Investee Funds, as well as the DCI Holdings wholly-owned Investee Funds) in concert exercising such objectives. As noted above, the investment objective of DV II Holdings and DVMSF is to invest in DV II, with the investment objective of DCI Holdings to invest in DCI Alpha, DCI Efficient, and/or potentially new Investee Funds managed by the Investment Adviser.

This Brochure generally includes information about the Investment Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering is being made. Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. C. Availability of Customized Services for Individual Clients. Subject to the agreement of the Investment Adviser and an investor, or due to tax or regulatory considerations as determined by the Investment Adviser, an investor can be excluded from investing in certain securities or types of securities invested in by a Fund. D. Wrap Fee Programs. The Investment Adviser does not participate in wrap fee programs. E. Assets Under Management. Based on a valuation as of December 31, 2018, the Investment Adviser manages for clients on a discretionary basis approximately $383,363,102 of net assets (net assets under management). As of December 31, 2018, the Investment Adviser does not manage any client assets on a non-discretionary basis. please register to get more info

FEES AND COMPENSATION
A. Advisory Fees and Compensation. At this time, the Investment Adviser is compensated by the Funds through a reimbursement or payment of the Investment Adviser's expenses related to managing the applicable Fund, providing administrative support to such Fund, and investing such Fund's assets (the "Expense Reimbursement"). The Investment Adviser has discretion to waive, reduce or calculate differently the Expense Reimbursement. The Investment Adviser has agreed to cap the Expense Reimbursement for certain investors and has waived portions of the Expense Reimbursement for certain investors.

B. Payment of Fees.

The Investment Adviser deducts the Expense Reimbursement directly from the applicable Fund generally on a quarterly basis.

C. Additional Fees and Expenses.

The Funds bear their own indirect and direct operating and other expenses and, when determined by the Investment Adviser, also bear up to a proportionate share of the expenses of any Fund in which it invests. Fund expenses include the Fund's own expenses, the Fund's wholly-owned and partially-owned subsidiaries' expenses, or expenses incurred by or charged to the Investment Adviser or its affiliates associated with managing, supporting or operating the Fund, the other Funds in which it directly or indirectly invests or associated with the Investment Adviser advising the Fund or the other Funds in which it directly or indirectly invests.

A Fund's expense reimbursements can include but are not limited to the following general categories and types of expenses: (1) internal and external expenses related to salary (which shall include but not be limited to bonuses), overhead (which shall include but not be limited to employee benefits), and profit distribution to employees, directors, or officers of the Investment Adviser or its affiliates; (2) office space rent, overhead, and related expenses; (3) depreciation expenses; (4) property taxes; (5) insurance expenses; (6) consulting, temporary staffing, investment banking and any other professional fees or compensation; (7) travel, lodging and travel-related expenses; (8) internal and external research and research-related expenses, (including, without limitation, quotation equipment and services); (9) fees and expenses relating to software, hardware, infrastructure, telephones, telecommunications, data feeds, networks, servers, systems, cyber and other security, archives, email, internet, website, and other technology tools, programs, equipment, licenses, or services; (10) internal and external research, news and market data, systems and services (including any computer hardware and telephone and data lines incorporated into the cost of obtaining such research and market data); (11) expenses related to internal and external risk management and risk measurement; (12) expenses related to internal and external valuation services; (13) external and internal legal and legal-related expenses; (14) expenses related to internal and external accounting, financial and other reporting, bookkeeping, recordkeeping, data management, and record/data storage; (15) internal and external compliance and compliance-related expenses; (16) internal and external investment, legal, accounting, regulatory and compliance conferences, meetings, trainings and related attendance, registration or sponsorship expenses; (17) internal and external expenses related to domestic and international regulatory, SEC (such as private offering), FTC, CFTC, National Futures Association (the "NFA"), and counterparty filings and reports; (18) internal and external expenses relating to the offer and sale of Fund interests, and know your customer, privacy, anti- money laundering and similar requirements or policies; (19) internal and external expenses related to the establishment and maintenance of registered office(s), corporate licensing, state licensing, and organizational requirements; (20) internal and external expenses related to the actual or potential structure and set-up of the Fund, the Fund's subsidiaries, the Investment Adviser, and investors; (21) organization and other membership costs, donations and related expenses; (22) postage and courier expenses; (23) bank and credit card fees; (24) internal and external administrative, recruiting, support staff, general office (such as copying, faxes, scanning, supplies), and operating expenses; (25) employee support and morale boosting expenses (such as holiday parties, meals, food and drink supplies, employee social events, etc.); (26) internal expenses related to potential or actual investigations, regulatory audits, arbitration, settlements or litigation; (27) NFA, FATCA, unique legal entity identifier, regulatory or similar or related fees or charges; (28) extraordinary expenses related to the Fund or the other Funds in which it directly or indirectly invests or the Investment Adviser; (29) investment-related or trading- related expenses and charges (e.g., broker, FCM, clearing member, swap party or similar fees or minimum charges; brokerage commissions; transaction costs; ticket fees; clearing, settlement or similar fees or charges; custodial fees; entity-specific bank account and wire fees; third-party administrator fees; third-party adviser or management fees (which, if applicable, include incentive/performance fees and management fees)); (30) interest or similar fees or expense; (31) external legal and other related external expenses, costs and charges related to or resulting from arbitrations, regulatory investigations, settlements, or litigation involving the Fund, the Investee Funds or the Investment Adviser; (32) financial audit preparation expenses; (33) tax preparation expenses; (34) foreign tax withholdings; and (35) entity-level taxes. These expenses can include expenses related to actual investments as well as to potential investments, whether or not consummated.

The foregoing expense reimbursements related to a Fund or the other Funds in which it directly or indirectly invests or the Investment Adviser will be borne by the applicable Fund. A Fund will be required to reimburse the Investment Adviser for, or pay directly up to a proportionate share of, as determined by the Investment Adviser, the above types of expense reimbursement of the other Funds in which it directly or indirectly invests, to the extent such Funds do not directly pay or reimburse the Investment Adviser or its affiliates for such expenses. D. Prepayment of Fees. Generally, the Funds do not pay expenses or fees in advance. However, a Fund can pre-pay expenses or fees in advance. If the advisory relationship between a Fund and the Investment Adviser was terminated before the billing period ended, then any pre-payments would be refunded by the Investment Adviser. Generally, in the event that the Investment Adviser was terminated before the billing period ended and there was pre-payment, then the Investment Adviser would refund any pre-payment at or around the time of the termination of the advisory relationship with the Fund, but the Fund could also request a refund of any pre-payment earlier. The pre-payment refund would be the difference between the actual expenses paid through termination of the advisory relationship and the amount of any advance payment. The refund would be in cash.

E. Additional Compensation and Conflicts of Interest.

Neither the Investment Adviser nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
At this time, the Investment Adviser does not accept performance-based compensation from any Fund. As a result, the Investment Adviser and its affiliates generally do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based compensation from some Funds, but not from other Funds. please register to get more info

TYPES OF CLIENTS
The Investment Adviser provides investment advice to the Funds as described above. The clients are pooled investment vehicles (i.e., the Funds). Except for DVMSF, there is no minimum investment required. For DVMSF, there is a $5,000 minimum investment. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES
AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers to the Funds, and investment strategies pursued and investments made by the Investment Adviser on behalf of the Funds, should not be understood to limit in any way the Investment Adviser's investment activities. The Investment Adviser is authorized to offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Investment Adviser considers appropriate, subject to each Fund's investment objectives and guidelines. The investment strategies the Investment Adviser pursues are speculative and entail substantial risks. The Funds' investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. The Investment Adviser is a proprietary investment and trading adviser that uses a combination of analytical, fundamental and other discretionary methods to identify and transact trading and investment opportunities globally. The Investment Adviser's research includes internal research as well as external discussions, research and inputs, but all trading decisions are ultimately made by the Investment Adviser. The Investment Adviser employs a variety of proprietary methods, including quantitative investment analysis, fundamental economic research, strategy generation, portfolio optimization, trading tests, and ongoing tracking and analysis to formulate its trading and investment strategies. The relative performance of the Investment Adviser is expected to be enhanced by its emphasis on sophisticated analytic methods, extensive data sets and research methods and an experienced professional team with trading, strategy consulting and/or business experience operating in a stable institutional structure. While strategies are developed and screened against what the Investment Adviser believes are impartial and rigorous quantitative methods, the trades and investments are also analyzed with qualitative investment/trading methods applied at both the investment/trade and portfolio level.

The Investee Funds invest in a wide range of, and changing, strategies. In general, the Investee Funds focus on one or more of the following types of assets (investments strategies): (1) Equities: equity securities, ETFs, ETNs and related options, and equity total return swaps (long and short fundamental stock selection, long and short technical strategies, pairs trades, speculative directional positions); (2) Fixed Income: investment grade corporate bonds, non-investment grade corporate bonds, US Treasury bonds, non-US sovereign bonds, foreign corporate bonds, mortgage-backed securities (long positions, short positions, credit- spread speculation, interest rate hedging, interest rate speculation, inflation speculation and inflation hedging); (3) Currencies: spot transactions, currency forwards, non-deliverable forwards and currency options (FX carry, FX speculation, FX volatility speculation, hedging);

(4) Futures and Options on Futures: US and foreign volatility futures, US and foreign volatility options, equity and equity index futures, equity options, LME futures, LME options, commodity futures, commodity options on futures, and Eurodollar Futures, commodity calendar spread options, currency futures and interest rate futures (hedging, volatility speculation, volatility term structure speculation/carry, directional speculation, and index speculation);

(5) Other Derivatives: credit default swaps, volatility swaps, variance swaps, commodity swaps and derivatives on global dividend futures (credit speculation, credit hedging, volatility hedging, directional speculation, volatility long/short, variance long/short, and volatility speculation); and

(6) Cash Management: corporate floating rate demand notes, short-term bills, short-term bond funds, and repos.

The Investment Adviser uses some or all of the following techniques and tools depending on market conditions and strategy allocation: hedging (such as interest rate hedging), leverage, securities lending and short selling.

B. Material, Significant, or Unusual Risks Relating to Investment Strategies.

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by the Investment Adviser. These risk factors include only those risks the Investment Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Investment Adviser. General Investment and Trading Risks - All investments made by the Investment Adviser on behalf of a Fund risk the loss of capital. An investment in a Fund is subject to all of the risks normally associated with the purchase and sale of securities, including, among others, the difficulty of accurately predicting price movements in particular securities or the market as a whole, including the difficulty of assessing the impact a multitude of economic and other events will have on prices. The Investment Adviser's investment program utilizes a wide range of investment techniques, which include but is not limited to derivative transactions, limited diversification, margin transactions, short sales and futures and forward contracts, which practices can, in certain circumstances, substantially increase the risk of a Fund and, if wholly unsuccessful, result in a complete loss of an investor's investment in the Fund. While the Investment Adviser believes that its investment program and research techniques moderate these risks to a certain degree through a careful selection of securities and other financial instruments, no guarantee or representation is made that such investment program will be successful. Concentration of Holdings – The Investment Manager has the ability to have the investments of the Fund(s) focused on certain industries from time to time. In establishing such Fund(s)’ portfolio positions, the Investment Adviser can decide to emphasize concentration, rather than diversification. If concentration is emphasized over diversification, there is likely to be a more rapid change in value than would be the case if a Fund were required to maintain a wide diversification among industry sectors and markets. This limited diversity could expose a Fund to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments.

Competition; Availability of Investments - Certain markets in which the Funds invest are extremely competitive for attractive investment opportunities and, as a result, there are reduced expected investment returns. There can be no assurance that the Investment Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles and other investors reduces the availability of investment opportunities.

Risk of Economic Slowdown - There may be a slow down in the global economy, which would affect the success of the Funds' activities. Such slow down may affect interest rates, availability of credit, inflation rates and currency exchange rates, which in turn would have a negative impact on the Funds' investments.

Leverage - The Funds, directly or indirectly, use borrowings for the purpose of making investments. The use of borrowing creates special risks and significantly increases a Fund's investment risk. Borrowing creates an opportunity for greater yield and total return but, at the same time, will increase a Fund's exposure to capital risk and interest costs. Any investment income and gains earned on investments made through the use of borrowings that are in excess of the interest costs associated therewith would cause the net asset value of a Fund to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the net asset value of a Fund would decrease more rapidly than would otherwise be the case. Further, the use of borrowings would magnify any losses incurred by a Fund.

In the futures markets, margin deposits are typically low relative to the value of the futures contracts purchased or sold. Such low margin deposits are indicative of the fact that any futures contract trading is typically accompanied by a high degree of leverage. Low margin deposits mean that a relatively small negative price movement in a futures contract could result in immediate and substantial losses to the investor. For example, if at the time of purchase 10 percent of the price of a futures contract is deposited as initial margin, a 10 percent decrease in the price of the futures contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deduction for the brokerage commission. Thus, like other leveraged investments, any purchase or sale of a futures contract could result in losses in excess of the amount invested. The use of short-term margin borrowings results in certain additional risks to the Funds. For example, should the securities pledged to brokers to secure a Fund's margin accounts decline in value, such Fund could be subject to a "margin call," pursuant to which such Fund must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of a Fund's assets, such Fund might not be able to liquidate assets quickly enough to satisfy its margin requirements.

Hedging Transactions - The Funds, directly or indirectly, utilize financial instruments both for investment purposes and for risk management purposes (although the Investment Adviser is not required to do so and may decide to not to hedge) in order to (i) protect against possible changes in the market value of the Funds' investment portfolios resulting from fluctuations in the markets and changes in interest rates; (ii) protect a Fund's unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Funds' portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate relating to any of the Funds' financial instruments; (vii) protect against any increase in the price of any financial instruments the Investment Adviser anticipates purchasing at a later date; or (viii) effect any other similar hedging transaction that the Investment Adviser deems appropriate. The Funds will not be required to hedge any particular risk in connection with a particular transaction or its portfolios generally.

The success of the Investment Adviser's hedging strategy will be subject to the Investment Adviser's ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Investment Adviser's hedging strategy will also be subject to the Investment Adviser's ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. While the Funds enter into hedging transactions to seek to reduce risk, such transactions can result in a poorer overall performance for the Funds than if the Funds had not engaged in any such hedging transactions. For a variety of reasons, the Investment Adviser might not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation could prevent the Funds from achieving the intended hedge or expose the Funds to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Funds' portfolio holdings. Moreover, it should be noted that each Fund's portfolio will always be exposed to certain risks that cannot be hedged. Counterparty Insolvency - There is the possibility that the institutions, including but not limited to brokerage firms and banks, with which the Funds directly or indirectly do business, or with whom securities, derivatives or collateral are entrusted for custodial purposes, will encounter financial difficulties or fraud that may impair the operational capabilities or the capital position of the Funds. If one or more of a Fund's broker-dealers, brokers, FCMs, counterparties, etc. were to become insolvent or the subject of liquidation proceedings (both in and out of bankruptcy), there exists the risk that the recovery of a Fund's securities and other assets from such will be delayed or result in a recovery that is less than the value of the securities or assets originally entrusted to such entity. These risks are especially significant where a Fund deals with foreign counterparties, custodians and clearing agencies, all of which might not be subject to comparable regulation as in the United States. In addition, the Funds, directly or indirectly, use counterparties located in various jurisdictions outside the United States. Such local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency or potential insolvency. However, the practical effect of these laws and their application to a Fund's assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency or potential insolvency of a counterparty, it is impossible to generalize about the effect of such an event on a Fund and its assets. Investors should assume that the insolvency or potential insolvency of any counterparty would result in a loss to a Fund, which could be material.

Necessity for Counterparty Trading Relationships; Counterparty Risk - The Funds have directly or indirectly established relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Funds to directly or indirectly trade in any variety of markets or asset classes over time; however, there can be no assurance that the Funds will be able to maintain such relationships. An inability to obtain or maintain such relationships would limit a Fund's trading activities, could create losses, preclude a Fund from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent a Fund from investing with optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before a Fund establishes additional relationships could have a significant impact on such Fund's business due to such Fund's reliance on such counterparties.

Many of the markets in which the Funds directly or indirectly invest are not "exchanged-based", including "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to the same credit evaluation and regulatory oversight to which members of "exchange-based" markets are subject. Different evaluation and oversight of over-the-counter markets exposes the Funds 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 Fund to suffer a loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events could intervene to prevent settlement, or where a Fund has concentrated its transactions with a single or small group of counterparties. Generally, the Funds are not restricted from dealing with any particular counterparties. The Investment Adviser's evaluation of the creditworthiness of the Funds' counterparties might not prove sufficient. It is possible that counterparties might not release cash posted as collateral as a Fund requires in order to consummate investments and/or to pay redemptions. The lack of a complete and "foolproof" evaluation of the financial capabilities of a Fund's counterparties and the absence of a regulated market to facilitate settlement increases the potential for losses by the Fund. Execution of Orders - The Funds' investment strategies and trading strategies depend on the Investment Adviser's ability to directly or indirectly establish and maintain an overall market position in a combination of financial instruments selected by the Investment Adviser. The Funds' trading orders are not always executed in a timely and efficient manner due to various circumstances, including, without limitation, trading volume surges or systems failures attributable to the Funds, the Investment Adviser or the Funds' counterparties, brokers, dealers, agents or other service providers. In such events, a Fund might only be able to acquire or dispose of some, but not all, of the components of such position, or if the overall position were to need adjustment, such Fund might not be able to make such adjustment. As a result, a Fund would not be able to achieve the market position selected by the Investment Adviser, which could result in a loss.

Non-U.S. Investments and Emerging Markets - Investing in the securities of companies or commodities or other products located outside the U.S. (including, western countries, "emerging market" countries and underdeveloped countries) involves certain considerations not usually associated with investing in securities of U.S. companies or U.S. commodities, including political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gains or other income; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that could restrict the Funds' investment opportunities.

In addition, accounting and financial reporting standards that prevail in non-U.S. countries generally are not equivalent to U.S. standards and, consequently, less information is available to shareholders of companies located in such countries than is available to shareholders of companies located in the U.S. Moreover, an issuer of securities is not always domiciled in the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are not expected to be highly correlated with each other and may behave in unpredictable ways. There is also less regulation, generally, of the securities markets in non-U.S. countries. The Funds are subject to additional risks, including but not limited to, possible adverse political and economic developments, possible seizure or nationalization of non- U.S. deposits and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the securities are subject to brokerage, stamp or other taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. Furthermore, a non-U.S. issuer of debt or the non-U.S. governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Funds would have limited recourse in the event of a default. Some of these risks do not apply equally to issuers in larger, more developed countries. These risks are more pronounced in investments in issuers in countries with emerging markets or if the Funds invest significantly in a particular country. Investment in emerging market securities and underdeveloped markets involves a greater degree of risk than an investment in securities of issuers based in developed countries. Among other things, emerging market securities investments carry the risks of less publicly available information, more volatile markets, less strict securities market regulation, less favorable tax provisions and a greater likelihood of severe inflation, unstable currency, war and expropriation of personal property than investments in securities of issuers based in developed countries. In addition, a Fund's investment opportunities in certain emerging markets are restricted by legal limits on foreign investment in local securities.

Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security does not exist locally, and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries and, in some cases, there is little or no market to sell such securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. Furthermore, the quality and reliability of official data published by the government or securities exchanges in emerging markets does not always accurately reflect the actual circumstances being reported.

The issuers of some non-U.S. securities or derivatives, such as banks and other financial institutions, often are subject to less stringent regulations in emerging markets than is the case for issuers in developed countries and therefore potentially carry greater risk. Custodial expenses for a portfolio of emerging markets securities generally are higher than for a portfolio of securities of issuers based in developed countries.

While the Investment Adviser will take these factors into consideration in making investment decisions for the Funds, no assurance can be given that the Investment Adviser will be able to fully avoid these risks. Systems Risks - The Funds depend on the Investment Adviser to develop and implement appropriate systems for the Funds' activities. Each Fund relies extensively on computer programs and systems to evaluate certain financial instruments based on real- time trading information, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of the Fund's activities. In addition, certain of the Funds' and the Investment Adviser's operations interface with or depend on systems operated by third parties, including market counterparties and other service providers, and the Investment Adviser is not in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by worms, viruses, network intrusions and power failures. Any such defect or failure could have a material adverse effect on the Funds. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which would affect the Investment Adviser's ability to monitor its investment portfolio and its risks.

Operational Risk - The Funds depend on the Investment Adviser to develop the appropriate systems and procedures to control operational risk. Operational risks include the possibility of mistakes being made in the confirmation or settlement of transactions, transactions not being properly booked, evaluated or accounted for, or other similar disruptions in operations. These events may cause a Fund to suffer financial loss, the disruption of its business, liability to clients or third parties, regulatory intervention or reputational damage. The Funds rely heavily on the Investment Adviser's financial, accounting and other data processing systems. The ability of its systems to accommodate an increasing volume of transactions could also constrain the Investment Adviser's ability to properly manage the Funds.

Cybersecurity - The computer systems, networks and devices used by the Investment Adviser and the service providers engaged by the Investment Adviser and the Funds to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A Fund and its investors could be negatively impacted as a result of a cybersecurity breach.

Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches can cause disruptions and impact business operations, potentially resulting in financial losses to a Fund; interference with the Investment Adviser's ability to calculate the value of an investment in a Fund; impediments to trading; the inability of the Investment Adviser and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a Fund invests; counterparties with which a Fund engages in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Undervalued/Overvalued Securities - One of the key objectives of the Funds is to directly or indirectly identify and invest in undervalued and overvalued securities/commodities/derivatives ("misvalued securities"). The identification of investment opportunities in misvalued securities is a difficult task, and there can be no assurance that such opportunities will be successfully recognized. While purchases of undervalued securities and short sales of overvalued securities offer opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the investments of the Funds may not adequately compensate for the business and financial risks assumed.

The Funds, directly or indirectly, make certain speculative investments in securities, commodities or derivatives ("speculative investments") which the Investment Adviser believes to be misvalued; however, there can be no assurance that the speculative investments purchased and sold will in fact be misvalued. In addition, the Funds may be required to maintain positions in such securities for a substantial period of time before realizing their anticipated value. During this period, a portion of the capital of the Funds would be committed to the speculative investments, thus possibly preventing the Funds from investing in other opportunities. In addition, the Funds may finance any such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period.

Unforeseen Events - The Funds can be adversely affected by unforeseen events involving such matters as changes in interest rates or the credit status of an issuer, forced withdrawals of securities or acquisition proposals, break-up of planned mergers, unexpected changes in relative value, short squeezes, inability to short stock or changes in tax treatment.

Short Selling - The Funds engage, directly and indirectly, in short selling of securities, derivatives or commodities. Short selling involves selling securities which are not owned by the short seller, and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which a Fund engages in short sales will depend upon the Investment Adviser's investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to a Fund of buying those securities to cover the short position. There can be no assurance that a Fund will be able to maintain the ability to borrow securities sold short. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Currency Exposure – Some of the assets of the Funds are invested in securities and other investments which are denominated in currencies other than U.S. Dollars. Accordingly, the values of such assets are affected favorably or unfavorably by fluctuations in currency rates. The Investment Adviser has the ability to hedge the non- U.S. currency exposure of the Funds by entering into currency hedging transactions, such as treasury locks, forward contracts, futures contracts, cross-currency swaps or short sales of non-U.S. debt. However, the assets of the Funds will necessarily be subject to foreign exchange risks. To the extent unhedged, the value of a Fund's positions in non-U.S. investments will fluctuate with U.S. Dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. In such cases, an increase in the value of the U.S. dollar compared to the other currencies in which a Fund makes investments will reduce the effect of any increases and magnify the effect of any decreases in the prices of the Fund's financial instruments in their local markets and may result in a loss to the Fund. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on a Fund's non-U.S. Dollar investments.

Lack of Investment Opportunities - While the Investment Adviser will generally seek to employ the investment strategies discussed herein, at certain times, due to market conditions, bid/ask prices, execution opportunities or other factors affecting the availability or attractiveness of investment opportunities, the Investment Adviser may not be able to locate suitable investment opportunities in the investment strategies. If the Investment Adviser determines that investment opportunities are not available for the Funds, the Funds could end up holding a significant amount of cash and cash equivalents, which may be invested in a variety of financial instruments, including without limitation money market funds, U.S. treasury securities, corporate or other demand notes, or any other instruments deemed appropriate by the Investment Adviser. Holding excess cash and investments in cash equivalent Financial Instruments would reduce the overall performance of the Funds and in some cases also introduces additional risk related to the cash, cash equivalent or demand note issuer.

Liquidity and Market Characteristics - In some circumstances, investments are relatively illiquid making it difficult to acquire or dispose of them at the prices quoted on the various exchanges or by various dealers. At times it is difficult to obtain price quotes. Accordingly, in the case of such events, the Funds' ability to respond to market movements is impaired, and the Funds could experience adverse price movements upon liquidation of its investments. Settlement of transactions can be subject to delay and administrative uncertainties.

Transaction Costs - From time to time, the Investment Adviser's investment approach involves a high level of trading and turnover of a Fund's direct or indirect investments, which will generate substantial transaction costs which will be borne by the Fund. C. Risks Associated With Particular Types of Securities. Equity Securities Generally - The Funds invest, directly or indirectly, in equity securities and equity derivatives. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Fund would suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Adviser's expectations, if equity markets generally move in a single direction and a Fund has not hedged against such a general move, or under changing market supply and demand characteristics. The Funds also are exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Debt Securities Generally – The Funds, directly or indirectly, invest in private and government debt securities and instruments, which can include debt instruments that are unrated, and debt instruments that have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that would undermine the issuer's ability to make timely payment of interest and principal. Such instruments are regarded as speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for these instruments, may have an adverse impact on the value of such instruments and may increase the incidence of default for such instruments. Illiquid Securities - The Funds, directly or indirectly, invest in derivatives and other types of unregistered securities, which are generally not publicly traded and that are not readily disposable, including in some cases, due to contractual prohibitions or restrictions on disposal. Accordingly, a Fund could be forced to sell its more liquid positions at a disadvantageous time, resulting in a greater percentage of the portfolio consisting of illiquid securities. In addition, the market prices, if any, for such illiquid financial instruments tend to be volatile, and the Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of illiquid securities also often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the- counter markets. Furthermore, there may be limited information available about the assets of such issuers of the financial instruments, which may make valuation of such financial instruments difficult or uncertain. It also should be noted that, even those markets which the Investment Adviser expects to be liquid can experience periods, possibly extended periods, of illiquidity.

Use of Options - The Funds, directly or indirectly, buy or sell (write) both call options and put options (either exchange-traded, over-the-counter or issued in private transactions). The Funds, directly or indirectly, also write options on a "covered" or an "uncovered" basis. The Funds' options transactions can be part of a hedging tactic (i.e., offsetting the risk involved in another securities/commodities/derivatives position) or a form of leverage, in which the Funds have the right to benefit from price movements in a large position with a small commitment of capital. These activities involve risks that can be large, depending on the circumstances. In general, the principal risks involved in options trading can be described as follows, without taking into account other positions or transactions the Fund enters into. When a Fund buys an option, a decrease (or inadequate increase) in the price of the underlying in the case of a call, or an increase (or inadequate decrease) in the underlying in the case of a put, could result in a total loss of the Fund's investment in the option (including commissions). A Fund could mitigate those losses by selling short the underlying as to which it holds call options or taking a long position (e.g., by buying the underlying or buying options on them) on securities underlying put options. When a Fund sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying above the exercise price. The risk is theoretically unlimited unless the option is "covered." If it is covered, an increase in the market price of the underlying above the exercise price would cause a Fund to lose the opportunity for gain on the underlying. If the price of the underlying were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Funds might suffer as a result of owning the underlying.

The seller of an uncovered put option theoretically could lose an amount equal to the entire aggregate exercise price of the option, if the underlying were to become valueless. If the option were covered with a short position in the underlying, this risk would be limited, but a drop in the underlying's price below the exercise price would cause the Fund to lose some or all of the opportunity for profit on the "covering" short position--assuming the Fund is short for more than the exercise price. If the price of the underlying were to increase above the exercise price, the premium on the option (after transaction costs) would provide profit that would reduce or offset any loss a Fund might suffer in closing out its short position.

Derivatives Generally - The Funds, directly and indirectly, utilize both exchange- traded and over-the-counter derivatives, which include, but are not limited to, futures, forwards, swaps, and options as part of its investment strategies and for hedging purposes. Regulatory restraints restrict the instruments that the Funds trade. Derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract would result in a profit or a loss, which is high in proportion to the amount of funds actually placed as initial margin, and has the ability to result in unquantifiable further losses exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges can prevent prompt liquidation of positions resulting in potentially greater losses. Further, when used for hedging purposes there often is an imperfect correlation between these instruments and the investments or market sectors being hedged. Transactions in over-the-counter contracts involve additional risk as there is no exchange market on which to close out an open position. Liquidating an existing position is not always possible nor is the ability to assess the value of a position or the exposure to risk. Contractual asymmetries and inefficiencies can also increase risk, such as break clauses, whereby a counterparty can terminate a transaction on the basis of a certain reduction in net asset value of a Fund, other changes to the Fund and/or investment manager, incorrect collateral calls, delays in collateral recovery, the inability of a counterparty to hedge its side of the reference entity within a swap and/or other contractual reasons that a counterparty can terminate the transaction. The Funds, directly and indirectly, also sell covered and uncovered options on securities. To the extent that such options are uncovered, the Funds could incur an unlimited loss. Futures Contracts - The value of futures depends upon the price of the securities, such as commodities, underlying them. The prices of futures are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, acts of god, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures are also subject to the risk of the failure of any of the exchanges on which a Fund's positions trade or of its clearinghouses or counterparties.

Futures positions can be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits". Under such daily limits, during a single trading day no trades can be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent a Fund from promptly liquidating unfavorable positions and subject a Fund to substantial losses or prevent it from entering into desired trades. Also, low margin or premiums normally required in such trading provides a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract.

Forward Contracts - The Funds, directly or indirectly, enter into over-the-counter forward contracts for the trading of certain futures interests, such as currencies and interest rates, through U.S. and non-U.S. national or local banks and currency and rates dealers. A forward contract is a contractual obligation to buy or sell a specified quantity of a security or commodity at or before a specified date in the future at a specified price and, therefore, is similar to a futures contract. Banks and dealers act as principals in such markets. Banking authorities generally do not regulate trading in forward contracts. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading, to the possible detriment of a Fund. In its forward trading, a Fund will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which a Fund trades. Fund assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Investment Adviser can order trades for a Fund in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject a Fund to the risk of loss. Other Derivative Instruments - The Investment Adviser will consider whether the Funds, directly or indirectly, should take advantage of opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available or currently traded in, but that may be developed, to the extent such opportunities are both consistent with the investment objective of a Fund and legally permissible. Special risks can apply to instruments that are invested in by the Funds in the future that cannot be determined at this time or until such instruments are developed or invested in by the Funds. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non- performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk.

Commodity-Related Instruments - The production and marketing of commodities are affected by actions and changes in governments. In addition, commodity-related instruments tend to be cyclical in nature. During periods of economic or financial instability, commodity-related instruments tend to be subject to broad price fluctuations, reflecting volatility of energy and basic material prices and possible instability of supply of various commodities. Commodity-related instruments tend to also experience greater price fluctuations than the relevant commodity. In periods of rising commodity prices, such instruments may rise at a faster rate; and conversely, in times of falling commodity prices, such instruments may suffer a greater price decline. Factors Affecting Commodities Prices - The values of commodities which underlie the commodity futures contracts and other types of financial instruments in which the Funds invest are generally affected by, among other factors, the cost of producing commodities, changes in consumer demand for commodities, the hedging and trading strategies of producers and consumers of commodities, speculative trading in commodities by commodity pools and other market participants, disruptions in commodity supply, weather and climate conditions, changes in interest rates, rates of inflation, currency devaluations and revaluations, embargoes, tariffs, regulatory developments, governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies, political and other global events and global economic factors. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in certain markets and this intervention may cause these markets to move rapidly. The Funds and the Investment Adviser have no control over the factors that affect the price of commodities. Accordingly, the value of a Fund's investments could change substantially and in a rapid and unpredictable manner. Index or Index Options - The Funds, directly or indirectly, also purchase and sell indices as well as call and put options on indices, including stock indices listed on securities exchanges or traded in the over-the-counter market. An index or index option fluctuates with changes in the market values of the stocks included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular instrument, whether the Fund will realize gains or losses from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the instrument market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular instruments.

Other Investment Vehicles - The Funds, directly or indirectly, have and could invest in private pooled investment vehicles (e.g., hedge funds, funds of hedge funds and/or closed-end funds) managed by third-party managers or private investment vehicles managed by third-party managers for the exclusive benefit of the Fund. Such investments would be made where the Investment Adviser determines that such arrangements complement the Investment Adviser's expertise or enhance a Fund's ability to access specific investment opportunities. The Fund would bear the management fees, incentive fees or allocations, other fees and/or expenses charged by the manager of each such investment vehicle, in addition to the expense reimbursement paid at the Fund level. As a result, in these cases, Fund investors would pay two or more layers of fees. These investments would involve the Fund relying on the performance and probity of third parties and could result in offsetting positions or concentrations in certain positions of which the Investment Adviser would only learn if it has access to detailed information on such investment vehicles' underlying holdings. Highly Volatile Markets; FX Risks - Price movements of forwards, futures, derivative contracts and other securities in which a Fund's assets are being invested can be highly volatile and are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene in certain markets, directly and by regulation, particularly in currencies, futures and options. Such intervention is often intended to directly influence prices and may, together with other factors, cause some or all of these markets to move rapidly in the same direction. The effect of such intervention is often heightened by a group of governments acting in concert. The Funds, directly or indirectly, make certain speculative investments in currencies, which the Investment Adviser believes to be undervalued; however, there are no assurances that the currencies purchased will in fact be undervalued. In addition, such Funds could be required to hold such currencies for a substantial period of time before realizing their anticipated value. During this period, a portion of the Fund's assets will be committed to the currencies purchased, thus possibly preventing the Fund from investing in other opportunities. Repurchase and Reverse Repurchase Agreements - The Funds, directly or indirectly, may enter into repurchase and reverse repurchase agreements. If a Fund enters into a repurchase agreement, the Fund would "sell" securities issued by the U.S. or a non- U.S. government, or agencies thereof, to a broker-dealer or financial institution, and would agree to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, a Fund would "buy" securities issued by the U.S. or a non-U.S. government, or agencies thereof, from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by a Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by a Fund would involve certain risks including that the seller under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities. Disposing of the security in such cases would involve costs to a Fund. please register to get more info

DISCIPLINARY INFORMATION
There are no legal or disciplinary events that are material to a Fund's evaluation of the Investment Adviser's advisory business or the integrity of the Investment Adviser's management. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status. The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.

B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status.

The Investment Adviser and its management persons are not registered as, and do not have any application to register as futures commission merchants or associated persons of the foregoing entities. The Investment Adviser is a registered commodity pool operator and an exempt commodity trading advisor. Dean L. Wilde II and James P. Smist are registered with the NFA as associated persons of the Investment Adviser as a registered commodity pool operator.

C. Material Relationships or Arrangements with Industry Participants.

The Investment Adviser is affiliated with each of the Funds, which are pooled investment vehicles. The relationship does not create a material conflict of interest with the Investment Adviser's clients because the Funds are the only clients of the Investment Adviser.

The Investment Adviser is affiliated with DC Ventures Management, LLC, which serves as a manager or registered commodity pool operator and exempt commodity trading advisor of pooled investment vehicles that primarily invest in affiliated funds or pools. Dean L. Wilde II and James P. Smist are registered with the NFA as associated persons for DC Ventures Management, LLC as a registered commodity pool operator. The Investment Adviser also is affiliated with DC Energy Holdings, LLC ("DC Energy Holdings"), an exempt commodity pool operator and exempt commodity trading advisor, and DC Energy Management, L.P., an exempt commodity pool operator and exempt commodity trading advisor (individually or collectively with DC Energy Holdings, "DC Energy"). The DC Energy trading vehicles, which are controlled by the same ultimate beneficial owners and are substantially beneficially owned by the same persons and entities that ultimately own interest in the Funds, primarily invest in electricity products primarily regulated by the Federal Energy Regulatory Commission ("FERC") and the Texas Public Utility Commission ("PUC"), as well as holding cash and cash equivalents. Some of the DC Energy trading vehicles also engage in swaps and/or futures trading of electricity and/or natural gas products. The Funds advised by the Investment Adviser do not engage in the FERC/PUC-regulated markets and also do not trade electricity swaps or electricity futures. Some of the Funds, directly or indirectly, invest in natural gas swaps and/or futures, but each set of entities follows its own investment trading strategies executed by different sets of investment professionals (although there is some overlap in senior management). The DC Energy trading vehicles and the Funds do coordinate, on a limited basis, to ensure they (on an aggregate level) are below any CFTC or Exchange position limits for natural gas swaps or futures and to implement self-trade prevention with the Exchanges, but the investment strategies used by the DC Energy trading vehicles and the Funds are different.

Mr. Wilde also is a member of the Board of Managers of Bessemer Securities LLC and the Board of Directors of Bessemer Securities Corporation (together, the "Bessemer Securities Boards"), a wholly-owned subsidiary of Bessemer Securities LLC, which are private investment company vehicles for the Phipps Family and operate under an exemptive order under Section 6(c) of the Investment Company Act of 1940 and as a "family office" for purposes of the Investment Advisers Act of 1940. The Bessemer Securities companies invest in a diversified portfolio of public and private investments. Although Mr. Wilde does not receive pre-trade information from the Bessemer entities with respect to his own or other accounts, Mr. Wilde is aware of investment strategies of the Bessemer Securities entities and has an opportunity to invest in certain related opportunities. Mr. Wilde will not share the specific investment strategies or other confidential information of the Funds with the Bessemer Securities Boards or management, and manages the Funds’ investments without regard to the Bessemer Securities companies' investments or potential investments.

D. Material Conflicts of Interest Relating to Other Investment Advisers.

The Investment Adviser does not recommend other investment advisers for the Funds; however, on occasion, the Investment Adviser does select other investment advisers to manage all or some of a Fund's assets. The Investment Adviser does not receive asset based or performance based compensation from the other investment advisers and only receives expense reimbursement for managing the accounts of those Funds that use other investment advisers. Any investment advisers that charge a performance based fee are not related persons to the Investment Adviser. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics. The Investment Adviser has adopted a Code of Ethics (the "Code"), which establishes the standards of business conduct that all employees and the Investment Adviser must follow and also addresses personal trading by the employees. The Investment Adviser will provide a copy of the Code to any client or prospective client upon request.

B. Securities That You or a Related Person Has a Material Financial Interest.

1. Cross Trades

If the Investment Adviser has determined that it would be in the best interests of the Funds, from time to time, the Funds transfer a security from one Fund to another for a variety of reasons, including, but without limitation, tax purposes, liquidity purposes, to rebalance the portfolio of a Fund, and/or to reduce transaction costs (each a "Cross Trade"). If the Investment Adviser decides to engage in a Cross Trade, it will determine that the trade is in the best interests of both of the Funds involved in the Cross Trade and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of the Funds.

A Cross Trade generally occurs with the assistance of a broker-dealer who executes and books both sides of the transaction at the close of the market on the day of the transaction, with the transfer generally marked or valued based on the close of the market price on the prior day. Alternatively, a Cross Trade between two Funds occurs by instructing the broker, the administrator and/or the custodian to book the transaction at the price determined by the Investment Adviser's valuation procedures. The Investment Adviser will not receive any fees in connection with any Cross Trades.

The Investment Adviser will provide written disclosure to the participating Fund(s) and obtain the written consent of the participating Fund(s) for any Cross Trades. 2. Principal Transactions To the extent that there are principal transactions, the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including providing written disclosure to the participating Fund(s) and obtaining the participating Fund's(s') written consent. C. Investing in Securities That You or a Related Person Recommends to Clients. The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis, and requires that employees generally pre-clear certain types of personal securities transactions. The Investment Adviser, its affiliates and its employees can invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or fall within the investment guidelines of the Funds.

D. Conflicts of Interest Created by Contemporaneous Trading.

Through its Investment Committee, the Investment Adviser generally allocates securities and other financial instruments among the Funds based on each Fund's investment strategy. Securities and other financial instruments are bought and sold for each Fund based on available capital and investment strategy decisions specific to each Fund. To the extent that such decision result in the Investment Adviser buying or selling the same security for multiple Funds on the same day, the Investment Adviser implements as appropriate an allocation policy to ensure each Fund receives fair allocation and pricing.

As noted in Item 4, investors invest directly in the Investor Funds, (i) DVMSF or DV II Holdings, which together invest in DV II, and (ii) DV 20, with the Investor Funds not directly trading. The vast majority of trading is done by the wholly-owned subsidiaries of DCI Holdings, which is owned by DV II and DV 20.

For the majority of trading by the Funds advised by the Investment Adviser, the Investee Funds wholly owned by DCI Holdings share investment strategies. DCI Holdings is the sole owner of the Investee Funds (i.e., DCI Efficient and DCI Alpha). The ultimate beneficial ownership of DCI Holdings and the Investee Funds is exactly the same (a "fund-of-funds arrangement"). The fair allocation of investments among DCI Holdings and its Investee Funds takes into consideration the fact that the exact same beneficial owners own the Investee Funds and that DCI Holdings has set up the various Investee Funds for risk control and other purposes. In these circumstances, the Investment Adviser has determined that a shared investment strategy exercised by some or all of the Investee Funds wholly-owned by DCI Holdings is in the best interest of the investors of DCI Holdings. The allocation of securities and other financial instruments purchased on the same day is not required to be pro rata. Instead, such an allocation could be contrary to the best interest of DCI Holdings. In these circumstances, allocations are first determined considering the interests of DCI Holdings participating in an investment strategy as a whole. Then, when allocating the trades among the various Investee Funds consideration is given to any net asset value ("NAV") requirements of any of these Funds, any NAV minimums or thresholds to avoid default by these Funds or to ensure more favorable prime broker and other terms for these Funds, other terms required or requested by prime brokers or counterparties, and Fund exposure levels to any particular prime broker or counterparty. Generally, the Investee Funds are designed to reduce risk exposure to and to improve the terms offered by the prime brokers and counterparties and to track portfolios. It is in the best interest of the Funds to maintain the best terms with each prime broker and/or counterparty and to manage such Funds, including allocations, as a whole. For investments by the wholly-owned Investee Funds of DV II and DV 20 (e.g. DV XV and DV 150, respectively), the Investee Funds generally share the same strategies, unless a specific exception is approved by the Investment Committee, and the Investment Adviser applies a pre-determined pro rata allocation ratio for such shared strategy trades, except for when there is a slightly different allocation due to lot size, rounding or other specified reasons, and unless a specific exception is approved by the Investment Committee or a Managing Director.

In certain limited circumstances, the Investment Adviser cannot allocate a portion of the order to a particular Fund or invest in the same products in the same way because of minimum investment restrictions, excessive costs or other restrictions. In certain circumstances, a Fund cannot participate in an order or a certain product when there is a de minimis holding size for the Fund, which would result in certain investments not being allocated to certain Funds when allocating partial fills. These limitations can result in the unfair (albeit unintentional) treatment of Funds and, therefore, the Investment Committee in consultation with the Chief Compliance Officer will monitor allocations involving a Fund that is not a fund-of-funds arrangement to ensure that all Funds are treated in a fair and equitable manner over time.











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BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. In placing orders to purchase and sell securities for the Funds, the Investment Adviser considers a number of factors in selecting appropriate broker-dealers, including execution capability, commission rates, financing terms, financial responsibility, the quality and usefulness of information and investment opportunities, the level of redundancy of services and transaction counterparties, and responsiveness to the Investment Adviser. The Investment Adviser has implemented best execution guidelines that are designed to enable the Investment Adviser to fairly evaluate the overall quality and costs of a broker-dealer's execution services, including factors other than prices, commissions and other expenses paid in connection with account transactions. Management approves broker-dealers for eligibility to effect the Investment Adviser's transactions. The Investment Adviser conducts quarterly best execution meetings to review broker-dealers and execution issues generally.

1. Research and Other Soft Dollar Benefits.

The Investment Adviser does not receive soft-dollar benefits in connection with the Funds' securities transactions.

2. Brokerage for Client Referrals.

The Investment Adviser does not receive client referrals from broker-dealers.

3. Directed Brokerage.

The Investment Adviser does not have directed brokerage arrangements.

B. Order Aggregation.

The Investment Adviser will aggregate the purchase or sale of securities for Fund accounts as it deems appropriate for the accounts traded side by side (e.g., DV XV and DV 150). See also the response to Item 11.D. please register to get more info

REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans. The Investment Adviser performs various and periodic reviews of each Fund's portfolio. Such reviews are conducted by the Investment Adviser's officers and the trading team members.

B. Factors Prompting Review of Client Accounts Other than a Periodic Review.

A review of a Fund's account can be triggered by any unusual activity or special circumstances.

C. Content and Frequency of Account Reports to Clients.

The Investment Adviser will generally provide annual audited financial statements to the Fund investors within 120 days of the fiscal year end. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients. The Investment Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services.

B. Compensation to Non-Supervised Persons for Client Referrals.

At this time, neither the Investment Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for investor referrals.





















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CUSTODY
The Investment Adviser is deemed to have custody of the Funds' funds and securities because the Investment Adviser or one of its affiliates serves as manager or general partner of the Funds. The Investment Adviser is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception," which, among other things, requires that the Funds be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that the Funds distribute audited financial statements to investors within 120 days of the end of its fiscal year. The Investment Adviser will generally provide annual audited financial statements consistent with this requirement to Fund investors within 120 days of the fiscal year end.

















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INVESTMENT DISCRETION
As set forth in the Funds' organizational documents, the Investment Adviser has full discretionary authority to manage the Funds' accounts, subject to the Fund and/or certain investors of the Fund having the authority to remove the Investment Adviser as manager.


























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VOTING CLIENT SECURITIES
A. Policies and Procedures Relating to Voting Client Securities. The Investment Adviser has implemented a proxy voting policy (the "Proxy Voting Policy"), which applies to the voting of proxies by the Investment Adviser for the Fund accounts over which the Investment Adviser has proxy voting authority.

In the event that the Managing Director, Trading (or his designee, which is currently the Assistant General Counsel) recuses himself from voting a proxy because he has a material conflict of interest with the company whose proxy is at issue, or cannot vote a proxy for any other reason, he will notify the Chief Compliance Officer (“CCO”) who will review the proxy to determine whether the Investment Adviser should vote the proxy. In such event, the Investment Adviser would abstain from voting, or affirmatively decide not to vote, if the Investment Adviser determines that abstaining or not voting is in the best interests of the relevant Fund. In making such a determination, the Investment Adviser will consider various factors, including, but not limited to, the costs associated with exercising the proxy (e.g., translation or travel costs), any legal restrictions on trading resulting from the exercise of a proxy, and whether the Investment Adviser has sold the underlying securities since the record date for the proxy. The Investment Adviser will not abstain from voting, or affirmatively decide not to vote, a proxy merely to avoid a conflict of interest.

In any case in which the Investment Adviser votes, or directs the vote of, a proxy, or abstains from voting, or affirmatively decides not to vote, a proxy, the Investment Adviser will document the basis for the Investment Adviser's proxy voting decision(s).

The Managing Director, Trading, the CCO or their designee will make the determination for the proxy vote that shall be in accordance with the best interests of the relevant Fund and following the Investment Adviser’s general policy on specific issues.

In accordance with Rule 204-2, the Investment Adviser will maintain the records with respect to its Proxy Voting Policy and procedures. A description of the Proxy Voting Policy will be provided to a Fund at the inception of the Investment Adviser- client relationship, as well as upon written request to the Investment Adviser. The Proxy Voting Policy will be provided to the Fund and any investors upon written request to the Investment Adviser. In addition, information regarding how a Fund's proxies were voted by the Investment Adviser or a Proxy Voting Service Provider will be provided to a Fund or its investors upon written request to the Investment Adviser. B. No Authority to Vote Client Securities and Client Receipt of Proxies. Not Applicable. The Investment Adviser has authority to vote the Fund securities. please register to get more info

FINANCIAL INFORMATION
A. Balance Sheet. The Investment Adviser does not require or solicit prepayment of fees from the Funds.

B. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients. There are no financial conditions that are reasonably likely to impair the Investment Adviser's ability to meet contractual commitments to the Funds. C. Bankruptcy Filings. The Investment Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info