Great Point Partners, LLC (“Great Point”), a Delaware limited liability company, was founded in 2003 in Greenwich, Connecticut by Dr. Jeffrey R. Jay, M.D. ("Dr. Jay") and Mr. David E. Kroin ("Mr. Kroin"). Great Point provides discretionary investment management services to pooled investment vehicles, including hedge funds (the "Hedge Funds") and private equity funds, as well as separately managed accounts (the "Managed Accounts"). The Hedge Funds, private equity funds, and Managed Accounts are referred to herein as "Clients". Great Point is owned by its four managing members: Dr. Jay, Senior Managing Member, Mr. Kroin, Special Managing Member, Adam Dolder ("Mr. Dolder"), Managing Member and Ortav Yehudai (“Mr. Yehudai”), Managing Member.
The Hedge Funds
Biomedical Value Fund, L.P. (“BMVF”) (a Delaware limited partnership) and Biomedical Offshore Value Fund, Ltd. (“BMOVF”) (a Cayman Islands Company) are hedge funds formed with the goal of capturing the long term value created by biotechnology, medical devices/diagnostics and health care information technology companies. The Hedge Funds invest principally in undervalued publicly traded biotechnology, pharmaceutical and life sciences companies mainly in the U.S., Canada and the U.K. by purchasing and selling securities in the open market, in privately negotiated financings, in restructurings and in directly negotiated investments ("DNIs"). The Hedge Funds are required to be managed in accordance with the Hedge Funds’ respective Offering Documents.
The Managed Accounts
Great Point provides discretionary investment management and portfolio management services to separately managed accounts (the “Managed Accounts”). Subject to client mandates, Great Point is required to manage the assets of the Managed Accounts in a substantially similar manner to either a) the Hedge Funds or b) the portion of the Hedge Funds' assets invested in DNIs. Please see Item 8 describing potential conflicts of interest. In general, Great Point is winding down its Managed Accounts business that is managed in a substantially manner to the portion of the Hedge Funds' assets invested in DNIs. No new Managed Account clients of such type will be accepted.
The Private Equity Funds
Great Point Partners I, L.P. (“GPP I”), Great Point Partners II, L.P. ("GPP II"), Great Point Partners II- A, L.P. (“GPP II-A”), Great Point Partners III, L.P. (“GPP III), (all Delaware limited partnerships), and GPP II Offshore Feeder, L.P. (a Cayman Islands limited partnership) (“GPP II-Offshore" and, collectively, the “Private Equity Funds”) are funds formed to invest in recapitalizations and growth buy-outs of growing health care companies in the lower middle market generally defined as companies with earnings before interest, taxes, depreciation, and amortization ("EBITDA") generally between $2 million and $10 million. GPP II, GPP II-A, and GPP II Offshore are herein referred to as (the “GPP II Funds”). From time to time herein, the Hedge Funds and Private Equity Funds are referred to individually or collectively as a “Fund” or the “Funds,” and the Hedge Funds, Managed Accounts and Private Equity Funds are referred to individually or collectively as a “Client” or “Clients.”
Availability of Tailored Services
Great Point does not tailor its advisory services to the specific investment objectives of the investors of its Clients. Instead, Great Point exercises its investment discretion pursuant to the investment guidelines and restrictions set forth in the relevant Offering Documents or investment management agreement ("Investment Management Agreement") for each respective Client. Investors and prospective investors in Great Point’s Hedge Funds and Private Equity Funds should refer to the Offering Documents of the applicable fund for information on the investment objectives, investment restrictions and risks associated with each fund. Since Great Point does not provide individualized advice to investors, investors should consider whether the respective funds meet their investment objectives and risk tolerance prior to investing.

Great Point also does not tailor its advisory services to the specific investment objectives of its Managed Account Clients; provided that Great Point will follow certain Client mandates in investing Managed Account assets.
Client Assets Under Management
As of December 31, 2018, Great Point had approximately $ 1,044,200,000 of Client assets under management, all of which is managed on a discretionary basis. please register to get more info

The Hedge Funds
Great Point generally receives an annual management fee of 2% of the net assets of each Hedge Fund, generally payable in monthly installments in advance based on the Hedge Fund’s net assets on the first day of each month. The fee is deducted from the Hedge Funds’ assets.

Great Point may be entitled to a 20% performance allocation based on capital appreciation of the BMVF assets, including unrealized appreciation, after deduction of expenses and subject to exceeding the previous high water mark. Great Point may be entitled to a 20% performance fee based on capital appreciation of the BMOVF assets, including unrealized appreciation, after deduction of expenses and subject to exceeding the previous high water mark. In addition to the management and performance allocations/fees, the Hedge Funds incur fees and expenses such as investment expenses (e.g., brokerage commissions, research expenses, clearing and settlement charges, custodial fees, initial and variation margin, interest expense, consulting and other professional fees relating to due diligence of particular investments and travel expenses incurred in connection with due diligence), annual meeting expenses, legal expenses, insurance and indemnity expenses, audit and tax preparation expenses, organizational expenses, expenses relating to the offer and sale of interests in the funds and extraordinary expenses. Specific information regarding the management fees, performance allocations/fees and expenses for the Hedge Funds can be found in each such Hedge Fund’s Offering Documents.
The Managed Accounts
Great Point’s fee schedule for Managed Accounts is generally 2% annually, payable either quarterly in arrears based on the ending capital account balance of such Managed Account or monthly in advance, based on the prior month-end capital account balance of such Managed Account. Great Point sends an invoice to each Managed Account Client and does not directly debit fees.

Great Point may receive a performance based fee on realized capital appreciation of the Managed Accounts assets, after deduction of expenses, and subject to exceeding the previous high water mark. The management fee and performance fees for each Managed Account are individually negotiated.

The manner in which management fee and performance based fees are charged is more fully described in the applicable Investment Management Agreement between Great Point and the relevant Managed Account Client. In addition to the management and performance allocations/fees, Managed Accounts incur fees and expenses incurred in connection with due diligence, research, brokerage and insurance and indemnity expenses.
The Private Equity Funds
Great Point generally earns an annual management fee of 2% of capital commitments or committed capital (depending on where the fund is in its life cycle) payable quarterly in advance by each Private Equity Fund. The fee is generally deducted from such Private Equity Fund’s assets.

Great Point may be entitled to a 20% performance-based allocation based on capital appreciation of each Private Equity Fund’s assets. This performance-based allocation is contingent upon satisfying a preferred return in GPP II and GPP III. In addition to the management and performance-based allocations, the Private Equity Funds incur organizational expenses (subject to a cap), research, legal, auditing and accounting fees and expenses, as well as custodial fees, insurance and indemnity expenses, taxes, commissions, brokerage fees and registration expenses. Specific information regarding the management fees, performance allocations and expenses for the Private Equity Funds can be found in each such Private Equity Fund's Offering Documents. please register to get more info

MANAGEMENT
As referenced in Item 4 above, Great Point may receive performance-based allocations and fees. This is compensation based on a share of capital gains on, or capital appreciation of, the assets of the Funds or the Managed Accounts. The nature of these fees is described in more detail in the applicable Fund Offering Documents, or applicable Investment Management Agreement. Performance compensation arrangements may create an incentive for Great Point to make more speculative investments or increase Great Point's focus on short-term profits rather than focusing on long-term capital appreciation. This could expose the portfolios to additional levels of risk than would be the case if such arrangements were not in effect.

Because the performance-based compensation arrangement creates the potential for conflicts of interest between Great Point and its Clients, Great Point has adopted a code of ethics that serves to address those conflicts and enforce a standard of conduct for its employees. Please see Item 11 below for a discussion of Great Point’s code of ethics. please register to get more info

Great Point provides advisory services to private funds that are considered hedge funds or private equity funds, as well as institutional investors. The Hedge Funds and the Private Equity Funds generally require a minimum initial subscription from investors and require them to meet suitability requirements. For Managed Accounts, Great Point generally required a $3 million minimum investment. Great Point may waive minimum account sizes in its sole discretion. please register to get more info

AND RISK OF LOSS

Methods of Analysis and Investment Strategies
The Hedge Funds
Each Hedge Fund’s investment objective is to achieve positive excess returns by investing in publicly traded biotechnology, pharmaceutical and life science companies . Great Point believes that by generating proprietary investment opportunities and creating a balanced portfolio composed primarily of companies that are undervalued by the public markets, above-average investment returns can be realized. The Hedge Funds pursue a bottom-up research-driven approach to investing in the securities of undervalued, publicly-traded health care companies. Securities are purchased and sold in the open market and are also acquired through DNIs many of which are proactively originated by Great Point's investment professionals. Small and mid-cap stocks comprise the majority of the Hedge Funds’ long exposure. In addition to making long investments, the Hedge Funds also endeavor to profit from shorting stocks where Great Point has identified a clear catalyst, including situations in which regulatory approval for a product is unlikely, a new drug or medical device is expected to fail commercially in the marketplace, or company management is not expected to meet the goals they have communicated to investors. Great Point relies principally upon our own financial models and analysis to make investment decisions. Great Point utilizes third party research as a reference point among a series of data points.
The Managed Accounts
Subject to individual Client restrictions on the exercise of Great Point’s investment discretion, the Managed Accounts investment objective is the same as the Hedge Funds generally; provided that, certain Managed Accounts only invest in DNIs.
The Private Equity Funds
The Private Equity Funds continue Great Point’s focused investment strategy of seeking to find and create investment opportunities in private, primarily profitable, lower middle market, growing health care companies before the opportunity has been identified by others and often before the companies have made a decision to complete a financing.

The objective of Great Point’s investment policy in GPP I, GPP II (which includes GPP II-A and GPP II Offshore) and GPP III is to achieve positive excess returns while attempting to minimize risk to limited partners.

Great Point generates the majority of its investment opportunities through cold calling and established contacts across the country. These contacts include its CEO Advisory Board and Medical Advisory Board, entrepreneurs, business brokers, Great Point Clients, accountants, lawyers, and consultants. Great Point also expects that top executives of companies it has previously backed will continue to assist in originating and evaluating investment opportunities.

Great Point conducts its own primary investment research and, to this end, devotes a significant amount of time visiting companies directly. Great Point evaluates a potential investment by examining three critical areas: management, market and product. Great Point’s investment philosophy relies on these fundamental elements of a successful business, not on financial engineering. Before an investment is made, Great Point, with assistance from its team of industry contacts, studies the opportunity and conducts due diligence, including management reference checks, product analyses, regulatory and legal reviews, and rigorous financial and market analyses. Great Point contacts industry experts and may utilize paid consultants. Through this in-depth analysis of investment opportunities, Great Point believes it can maintain a high-quality portfolio and mitigate the risk.
These strategies and investments involve risk of loss and Clients (and investors) must be prepared
to bear the loss of their entire investment.
Material Risks
The Hedge Funds
Great Point's philosophy is to assess and manage risk across all areas of the business. Nevertheless, the strategies the Hedge Funds employ entail a substantial degree of risk, and the Hedge Funds may lose all or a substantial portion of their investments. Consequently, investors bear the risk of loss that the Hedge Funds' investments entail. Please see the Offering Documents specific to each Hedge Fund for a more detailed discussion of risks. Following is a summary of the material risks presented by the Hedge Funds’ investment strategies.
Dependence on Key Individuals
The success of the Hedge Funds will depend upon the ability of Dr. Jay, and Mr. Kroin to develop and implement investment strategies that achieve the Hedge Funds’ investment objectives.
Sector Risk
Since the Hedge Funds’ portfolios are concentrated in the biotechnology, specialty pharmaceutical, medical technology and medical diagnostics sectors and may concentrate these assets in a relatively small number of positions, they will be less diversified than funds investing in a broader range of industries and a greater number of companies and therefore the Hedge Funds may be susceptible to greater volatility than other funds.
Small and Mid-Cap Stocks
The Hedge Funds invest primarily in the securities of smaller-to-medium sized companies of a less- seasoned nature whose securities are occasionally traded in the over-the-counter market. Prices of small capitalization stocks are often more volatile than prices of large- capitalization stocks.
Investments in Undervalued Securities
The identification of investment opportunities in undervalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired.
Liquidity of Investments
The Hedge Funds may invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists; this includes privately issued securities of public companies, securities that lack a readily ascertainable market value or otherwise lack sufficient liquidity, or securities that should be held until the resolution of a special event or circumstance.
Leverage and Financing Risk
The Hedge Funds may at times modestly leverage their capital because the use of leverage may enable the Hedge Funds to achieve a higher rate of return. While leverage presents opportunities for increasing the Funds’ total return, it has the effect of potentially increasing losses as well.
Short Selling
The Hedge Funds investment program includes short selling. Short selling involves selling securities that are not owned and therefore must be borrowed in order to make delivery to the purchaser, with an obligation to replace the borrowed securities at a later date and bear potential unlimited market risk. While the Funds enter into such transactions to seek profits and to reduce the risk of the portfolio as a whole, such transactions may result in a poorer overall performance for the Hedge Funds than if they had not engaged in such transactions.
Certain Derivative Securities
The Hedge Funds may purchase and sell (“write”) options on securities. The complexity of option strategies can cause significant risk to the portfolio including the theoretical possibility of unlimited losses or default by derivative counterparties.
Loans of Portfolio Securities
The Hedge Funds may lend portfolio securities and receive collateral in exchange. To the extent that the value of the securities the Funds lent has increased, the Funds could experience a loss if such securities are not returned by the borrower.
Non U.S. Securities
The Hedge Fund invests a modest amount of capital in foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve additional risks relating to political, economic, or regulatory conditions in foreign countries, such as currency exchange fluctuations, lack of adequate information, alternative accounting or auditing standards and varying taxation policies.
Great Point Provides Investment Advisory Services to other Clients
Although the principals of Great Point intend to devote a portion of their time and attention to the management of the Hedge Funds, they are also responsible for managing and advising the Private Equity Funds and the Managed Accounts.
Material Non-Public Information
Great Point and its affiliates may come into possession, from time to time, of material non-public information about certain companies, which if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Great Point and its affiliates would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of Great Point. Great Point will have no responsibility or liability for failing to disclose such information to clients. Similar restrictions may be applicable as a result of Great Point personnel serving as directors or public companies and may restrict trading on behalf of clients, including the Hedge Funds.
Indemnification
The Hedge Funds are required to indemnify Great Point and Great Point’s respective officers, directors, agents, stockholders, members, partners, employees and affiliates against losses, liabilities, damages and expenses incurred in connection with the affairs of the Hedge Funds.
Conflicts of Interest
Because some client accounts are managed pari passu, certain Managed Accounts that receive transaction reports have greater transparency into Great Point's Hedge Fund transactions. This may expose Hedge Fund investors to additional risk. Great Point requires Managed Account clients to treat the information in the reports as confidential.
The Managed Accounts
The Managed Accounts are invested in the same or subset of the strategies of the Hedge Funds and are accordingly subject to the same material risks described above. Additionally, some of the Managed Accounts portfolio positions are more concentrated than the Hedge Funds which expose the Managed Accounts to greater volatility than the Hedge Funds.

The Private Equity Funds
GPP I, GPP II and GPP III by their nature invest in securities that are not registered, and may not be sold unless they are registered or an exemption from registration is available. Consequently their respective investment time horizon is comparatively longer than would be the case for publicly traded securities, and there are necessarily significant limitations on such Funds’ ability to achieve liquidity. As stated above, the strategies the Private Equity Funds employ involve a substantial degree of risk, and the Private Equity Funds may lose all or a substantial portion of their investments. Consequently, investors bear the risk of loss that the Private Equity Funds' investments entail. Please see the Offering Documents specific to each fund for a more detailed discussion of risks. Following is a summary of the risks presented by the Private Equity Funds' investment strategies:
Importance of Dr. Jay, Mr. Kroin and Mr. Dolder
The Private Equity Funds success depends in substantial part upon the skill and expertise of Dr. Jay, Mr. Kroin, Adam Dolder and the other individuals employed to assist them.
Sector Risk
Since each Private Equity Fund’s investments are concentrated in the health care sectors and may concentrate in a relatively small number of companies, each Private Equity Fund will be less diversified than funds investing in a broader range of industries and a greater number of companies and, therefore, could experience greater volatility than more diversified funds.
Limited Number of Investments
Since the Private Equity Funds may only make a limited number of investments and such investments generally will involve a high degree of risk, poor performance by even a single portfolio company could severely affect the total returns to investors in such funds.
Failure to Make Capital Contributions
If a limited partner of the Private Equity Funds fails to make capital calls when due of its capital commitment and the contributions made by non-defaulting limited partners and borrowings are inadequate to cover the defaulted capital contribution, the Private Equity Funds may be unable to pay obligations when due, including obligations pertaining to its investments. Such default could lead to the Private Equity Funds incurring legal penalties, including monetary damages.
Service on Boards of Directors
The Private Equity Funds typically will have the right to designate directors to serve on the boards of directors of portfolio companies. The foregoing rights and activities could expose the assets of the Private Equity Funds to regulatory action and/or lawsuits and claims by a portfolio company, its security holders and its creditors.
Indemnification
The Private Equity Funds are required to indemnify Great Point and their respective managing members, officers, directors, agents, stockholders, members, partners, employees and affiliates against losses, liabilities, damages and expenses incurred in connection with the affairs of the Private Equity Funds.
Contingent Liabilities on Disposition of Investments
In connection with the disposition of an investment in a portfolio company, a Private Equity 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 a business. To the extent that any of these representatives turn out to be inaccurate such Private Equity Fund may be required to fund liabilities that are in excess of its currently available reserves.
Great Point Provides Investment Advisory Services to other Clients
Although the principals of Great Point intend to devote a portion of their time and attention to the management of the Private Equity Funds, they are also responsible for managing and advising the Hedge Funds and the Managed Accounts.
Nature of Partnership Investments
The Private Equity Funds invest in lower middle market companies that Great Point believes are undervalued and may have significant risks as a result of business, financial or legal uncertainties, including their management strategies or market acceptance for the products or services.
Competitive Marketplace
The Private Equity Funds compete with a significant number of private equity funds, as well as institutional investors, for investments in prospective portfolio companies.
Leverage
The Private Equity Funds investments include portfolio companies whose capital structures have leverage. Income and losses are magnified by the use of leverage. Additionally, the Private Equity Funds are generally subordinate in receiving a return of its investment capital compared with a holder of a portfolio company’s debt.
Special Risks Associated with Non-US Investments
The Private Equity Funds may invest a portion of the capital commitments in portfolio companies that are headquartered and have their principal operations outside the United States. These investments involve special risks not typically associated with investments in securities of United States issuers, such as those relating to political, economic, or regulatory conditions in foreign countries, such as currency exchange fluctuations, lack of adequate information, alternative accounting or auditing standards and varying taxation policies.

Material Non-Public Information
Great Point and its affiliates may come into possession, from time to time, of material non- public information about certain companies, which if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Great Point and its affiliates would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of Great Point. Great Point will have no responsibility or liability for failing to disclose such information to clients. Similar restrictions may be applicable as a result of Great Point personnel serving as directors or public companies and may restrict trading on behalf of clients, including the Private Equity Funds.

Conflicts of Interest Clients should be aware that there will be occasions where the principals of Great Point will encounter potential conflicts of interest in connection with the management of their Clients and their investments. Great Point’s advice and securities recommendations to Clients may differ even though their investment objectives may be the same or similar.

Currently, Great Point’s principals are responsible for managing and advising the Hedge Funds, the Managed Accounts and the Private Equity Funds and may in the future organize and manage one or more entities with similar or different objectives. These activities could be viewed as creating a conflict of interest in allocation of the principals’ time and effort. Since the principals and employees of Great Point have capital invested in the Hedge Funds and Private Equity Funds, there will be times in which Great Point will be recommending investments to certain Clients in which the Great Point principals have an interest as a result of their investments in other Clients. Great Point may make investment decisions for the Managed Accounts that are different than investment decisions for the Hedge Funds in which Great Point’s principals and employees may have a significant investment. Clients may have conflicting tax and other interests with respect to their investments. As a consequence, conflicts of interest may arise in connection with decisions made by Great Point with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another, especially with respect to investors’ individual tax situations. please register to get more info

In April 2013, certain Hedge Funds participated in a secondary offering during a restricted period in violation of Rule 105 of Regulation M. Rule 105 generally prohibits purchasing an equity security from an underwriter, broker or dealer participating in a public offering if the purchaser sold short the security that is the subject of the offering during a restricted period (usually defined as five business days before the pricing of the offering), absent an exception. The SEC entered an order on September 16, 2014 accepting an offer of settlement by Great Point. please register to get more info

Neither Great Point nor its management persons are registered, or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of thereof. An affiliated entity of Great Point, GPP Securities, LLC, is registered as a member firm with FINRA and a registered broker-dealer with the SEC. Great Point’s affiliated entities act as the general partners for the Hedge Funds and Private Equity Funds, and are responsible for managing the business of such funds, other than investment advisory activities. please register to get more info

TRANSACTIONS AND PERSONAL TRADING

Great Point has adopted a code of ethics policy (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. The Code obligates all employees to put Great Point’s Clients’ interest over their own. The purposes of the Code are to (i) educate employees about the laws governing their conduct, (ii) remind employees that they are in a position of trust and must act with complete propriety at all times, (iii) guard against violation of the federal securities laws, (iv) protect Great Point’s Clients by deterring misconduct, and (v) establish procedures for employees to follow so that Great Point can assess whether employees are complying with the highest ethical principles. The Code also sets forth procedures (i) requiring the disclosure by employees of personal securities transactions; (ii) requiring preclearance of certain personal securities transactions; (iii) requiring review by the firm of employee personal securities transactions; (iv) requiring preclearance for employee political contributions; and (v) prohibiting the use of material non-public information. All employees must certify that they have received, read and understand our Code when they are hired, on an annual basis, and when it is amended. Principals and employees of Great Point directly or indirectly own interests in one or more of the Funds. Such practice may present a conflict of interest in that Great Point may have an incentive to act according to the interests of its principals and employees. As stated above, the Code obligates Great Point and its employees to place client interests ahead of their own. Potential or existing Clients may request a copy of the Code by contacting Ron Panzier, Great Point’s CCO. please register to get more info

The Hedge Funds and the Managed Accounts ("Public Equity Clients")
Great Point has complete discretion in deciding what brokers-dealers the Public Equity Clients will use and in negotiating the commission rates. In selecting brokers to effect portfolio transactions, Great Point considers such factors as the ability of the brokers to effect the transactions, the brokers’ reputation, financial condition, infrastructure, alternative trading options, and ability to provide research and commission rates charged, among other factors. Great Point does not necessarily solicit competitive bids and offers and does not have an obligation to seek the lowest available commission cost, but it does review its brokerage relationships to ensure that its relationships provide value to its Public Equity Clients. Consequently, Great Point may determine that the commissions charged by a broker are reasonable in relation to the value of the brokerage, research and related products or services provided by such broker, even if the commission charged by that broker may not necessarily be the lowest.

Broker-dealers selected by Great Point may also provide capital introduction services, including possible investor referrals, but Great Point does not consider those services or referrals in making its selection of broker-dealers.

Great Point believes that “soft dollar” commissions expended with its brokers provide important value to its Public Equity Clients. Research products or services provided may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities and other products and services, as well as access to industry consultants that provide assistance to Great Point in the performance of its investment decision-making process. Research obtained with soft dollars generated by the Public Equity Clients may be used to service Clients other than the Public Equity Clients. Where a product or service obtained with soft dollars provides both research and non-research assistance Great Point will make an allocation of the cost that is paid for with soft dollars to reflect the value of the service to the affected Public Equity Clients. The use of the Public Equity Clients’ brokerage commissions to obtain research and products and services raises potential conflicts of interest. For example, Great Point will not have to pay for the products and services itself. This creates a financial incentive for the firm to select or recommend a broker-dealer based on its interest in receiving those products and services. However, as discussed above, Great Point has established a Code of Ethics policy that requires it to place the interests of Clients ahead of its own. In certain circumstances, including as a result of a cash flow coming in or out of a Hedge Fund Client, Great Point may rebalance Hedge Fund Clients’ accounts by effecting cross-trades between the other Hedge Fund Client. In effecting a cross-trade, Great Point seeks to reduce the transaction costs and market impact to its Hedge Fund Clients. Great Point’s policies and procedures require it to allocate investment opportunities among our Public Equity Clients in a fair and equitable way. Trades are generally aggregated and allocated, subject to Great Point’s discretion, among the Hedge Fund Clients and long/short Managed Accounts based on equal percentages. Client accounts not pursuing the same investment strategy are likely to have different target allocations. Notwithstanding the above, and for the avoidance of doubt, Great Point may determine a different manner of allocating trades.
The Private Equity Funds
Investments that Great Point makes in the Private Equity Funds are generally investments in private companies or purchases in private placements and may involve brokers. Great Point uses brokers to sell public stock received when a private company completes an initial public offering or is acquired by a public company in exchange for stock. Brokers selected for the sale of public stock in the Private Equity Funds are selected in the same manner as brokers selected for the Public Equity Clients.

GPP Securities, LLC, our affiliated broker dealer, from time to time effects securities transactions for portfolio companies within our private equity portfolios and in connection therewith receives transaction fees please register to get more info

Public Equity Clients
Dr. Jay, Mr. Kroin and Mr. Yehudai are the members of the Investment Committee of the Public Equity Clients (the “Committee”). The Committee and other investment staff reviews position sizes, restrictions, and risk tolerances generally several times a week. The limited partners and shareholders of Hedge Fund Clients are provided investment performance commentaries and account statements monthly. Additionally, Great Point prepares and provides a written annual review of performance.
Managed Accounts
Managed Account Clients receive account statements monthly. Additional commentaries and meetings may occur based on Client requests.
The Private Equity Funds
Great Point employees that are members of the Private Equity team typically meet at least twice weekly to discuss current portfolio companies, needed initiatives and action plans. Limited partners in the Private Equity Funds are provided with unaudited quarterly reports that summarize developments relating to the Private Equity Fund’s portfolio companies, annual audited financial reports, and tax information necessary for the completion of any applicable federal tax returns. Great Point writes an annual review at year-end that is distributed to investors summarizing performance, investments and the outlook for the coming year. Great Point holds annual meetings offering investors the opportunity to review and discuss the Private Equity Funds' activities. please register to get more info

Great Point does not receive economic benefits from non-clients as a result of our provision of investment advice or advisory services to clients, with the exception of research or execution-related products or services that may be provided by the broker-dealers that we use to execute client transactions as discussed in Item12 (Brokerage Practices) above. GPP Securities, LLC, our affiliated broker dealer, from time to time effects securities transactions for portfolio companies within our private equity portfolios and in connection therewith receives transaction fees. please register to get more info

The financial statements of the Hedge Funds and Private Equity Funds are subject to annual audit in accordance with generally accepted accounting principles by independent accountants who are registered with the Public Company Accounting Oversight Board and are required to be distributed to fund investors within 120 days of the end of a fund's fiscal year. Investors are urged to carefully review such audited statements and compare them to reports provided by Great Point. Managed Account Clients receive monthly account statements from Great Point. Managed Account Clients are urged to review such statements and compare them to their respective custodial account statements. please register to get more info

Great Point provides investment advisory services on a discretionary basis to its Clients. Great Point has discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Client, including the selection of, and commissions paid to, broker- dealers. please register to get more info

To the extent Great Point has been delegated proxy voting authority by its Clients, it has adopted and follows proxy voting policies and procedures that are designed to ensure proxies are voted in the best interests of its Clients. The guiding principle by which Great Point votes all proxies is the maximization of the ultimate long-term economic value of the relevant Client holdings. Great Point’s policies and procedures do not permit proxy voting decisions to be influenced in any manner that is contrary to this guiding principle. In exercising its voting discretion, Great Point seeks to avoid conflicts of interest between its Clients and its voting decision. Great Point has engaged Broadridge Investor Communication Solutions, Inc. to help manage the proxy voting process. Copies of relevant proxy logs identifying how proxies were voted and copies of proxy voting policies are available to any client upon written request to: Ron Panzier, Chief Compliance Officer, Great Point Partners, LLC, 165 Mason Street, 3rd Floor, Greenwich, CT 06830. please register to get more info

Great Point does not require or solicit prepayment of advisory fees six months or more in advance. Great Point does not have any financial commitments that might impair current or future ability to meet our contractual commitments to clients and we have not been the subject of a bankruptcy petition at any time during the past ten years. please register to get more info