The Adviser is an investment adviser with its principal place of business in New York, New York. The Adviser commenced operations as an investment adviser in 2010. Leon Shaulov and Rob Crespi are the managing members of the Adviser and manage the business affairs of the Adviser. Leon Shaulov maintains the majority interest in the Adviser and makes all investment decisions on behalf of the clients. The Adviser provides investment supervisory services on a discretionary basis to privately offered investment vehicles, the Maplelane Master Fund, LTD (the "Fund") and NRMA, LLC (“NRMA”), each a Client (and collectively the “Clients”), which are offered to sophisticated investors and institutional investors. The Clients are exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940 and primarily invest in equity securities.

The Adviser provides advice to the Clients based on specific investment objectives and strategies set forth in the Clients’ offering documents. The Adviser does not tailor advisory services to the individual needs of investors. Clients may not impose restrictions on investing in certain securities and other financial instruments or certain types of securities and other financial instruments.

As of December 31, 2018, the Adviser had approximately $3.309 billion in discretionary client regulatory assets under management. please register to get more info

Asset-Based Compensation

The Adviser is paid an asset-based investment management fee ranging from 1 to 2 % per annum of the net assets of the respective client account (the “Fixed Fee”).

While it is unlikely that an investor will withdraw mid-quarter, any prepaid but unearned Fixed Fee will be refunded to an investor that withdraws mid-quarter. The Adviser generally determines the amount of the relevant refund on a pro rata basis, based upon the portion of the relevant period during which it provided services.

The Adviser may waive or reduce the Fixed Fee for investors that are members, principals, employees or affiliates of the Adviser, relatives of such persons and for certain large or strategic investors.

Performance-Based Compensation

The Adviser or its affiliate also receives performance-based compensation which is based on a share of capital gains on or capital appreciation of the assets of the Clients (the "Incentive Allocation").

The Incentive Allocation is an amount equal to 30% of each investor's share of net profits and is subject to a “loss carryforward” provision. The Adviser may waive or reduce the Incentive Allocation for investors that are members, principals, employees or affiliates of the Adviser, relatives of such persons and for certain large or strategic investors.

The administrator for the Clients deducts the Fixed Fee or Incentive Allocation from investors' capital accounts on an annual basis. In addition to paying the Fixed Fees and, if applicable, the Incentive Allocation or other compensation, investors will also be subject to other expenses such as legal, accounting, auditing and other professional expenses, research expenses, administration fees and expenses, certain investment expenses such as commissions, interest on margin accounts and other indebtedness, custodial fees, bank service fees and other fees and expenses related to the purchase, sale or transmittal of Client assets. In addition, the Clients will incur brokerage and other transaction costs. Please refer to Item 12 for a discussion of the Adviser’s brokerage practices. The Clients’ assets may also be invested in money market mutual funds, ETFs or other registered investment companies, which may or may not include a management fee. For the avoidance of doubt, the foregoing should not be considered an exhaustive list and investors should refer to the Clients’ governing documents for additional information regarding the Clients’ expenses. please register to get more info

Currently, the Adviser and its investment personnel provide investment management services to multiple clients, the Fund and NRMA. The Adviser (or its affiliate) receives performance-based compensation (i.e. the Incentive Allocation) from the Clients. please register to get more info

The Adviser’s Clients are the Fund and NRMA, both privately offered investment vehicles.

Any initial and additional subscription minimums are disclosed in the offering documents for the Fund and NRMA. please register to get more info

Investment Strategies and Method of Analysis

The Adviser seeks attractive returns by utilizing a fundamental approach to equity investing across all market sectors. In addition, while the portfolios will generally be characterized as having a short-term holding period, there may be several positions that are held for a much longer holding period. It is anticipated that the Adviser will use significant amounts of leverage on behalf the Clients. The Adviser actively uses options trades to express views on the market and on individual stocks. The portfolios may have a significant short net exposure to equity markets, although at times, it may be relatively market neutral or have a significant long net exposure to equity markets.

Securities that may be traded by the Adviser on behalf of the Clients include, but are not limited to, equities, equity options, exchange-traded funds, warrants, corporate bonds, futures, options on futures, swaps and other derivatives. The Adviser believes that equity markets and, more specifically, individual stocks are subject to short-term moves driven by events, announcements of fundamental data and market sentiment.

The Adviser's research process looks for fundamental information that may cause a stock to move in one direction or another, attempting to take positions quickly before and after events. Likewise, the Adviser looks for changes in market sentiment and biases that may cause a stock to move in one direction or another and attempts to take positions quickly around these changes in market sentiment. Through the fundamental research process and trading, the Adviser expects to obtain a strong fundamental understanding of the forces that can potentially move a stock in one direction or another.

There can be no assurances that the Adviser will be able to achieve the investment objective.

Risks of Loss

Market Risks
Profitability depends, to a great extent, upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Adviser will be able to predict accurately these price movements.
Nature of Investments
The Adviser has broad discretion in making investments decisions on behalf of the Clients. Investments will generally consist of securities and other assets that may be affected by business, financial market or legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Clients’ activities and the value of their investments. No guarantee or representation is made that the investment objectives will be achieved.
Use of Leverage
The Adviser utilizes leverage on behalf of the Clients resulting in the Clients’ portfolios controlling substantially more assets than the Clients’ have equity. Leverage increases returns if a greater return is earned on investments purchased with borrowed funds than the cost of borrowing such funds. However, the use of leverage exposes Clients to additional levels of risk, including (i) greater losses from investments than would otherwise have been the case had the Clients not borrowed funds to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Clients’ cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the Clients’ assets, the Clients might not be able to liquidate assets quickly enough to repay borrowings, further magnifying its losses. In an unsettled credit environment, the Adviser may find it difficult or impossible to obtain leverage on behalf of the Clients. In such event, the Adviser could find it difficult to fully implement its strategy on behalf of the Clients. In addition, any leverage obtained, if terminated on short notice by the lender, could result in the Adviser being forced to unwind the Clients’ positions quickly and at prices below what the Adviser deems to be fair value for such positions.
Short Sales
Short selling, or the sale of securities not owned by the Clients, necessarily involves certain additional risks. Such transactions expose the Clients to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. There is the risk that the securities borrowed by the Clients in connection with a short sale would need to be returned to the securities lender on short notice. If such a request for the return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the Clients might be compelled, at the most disadvantageous time, to replace borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier.
Options
The purchase or sale of an option involves the payment or receipt of a premium by the investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risk.
Equity-Related Instruments in General
The Adviser may use equity-related instruments in its investment program. Certain options and other equity- related instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. In addition, equity-related instruments can involve significant economic leverage and may, in some cases, involve significant risks of loss.
Portfolio Turnover; Expenses
The Adviser actively trades the Clients’ portfolios, and as a result, turnover and brokerage commission expenses may exceed those of other investment entities of comparable size. Moreover, the Fixed Fee and Incentive Allocation structure of the Clients is between 1-2% and 30% respectively. Therefore, the overall expenses of the Clients’ may exceed those of other similar investment entities.
Lack of Diversification; Concentration
The Clients’ portfolio may not be widely diversified among sectors, industries, geographic areas or types of securities. Further, the portfolio may not necessarily be diversified among a wide range of issuers and in fact may be highly concentrated in its highest conviction investments (i.e., the top five positions could be 100% or more of the portfolio and a single position could be 50% or more of the portfolio). Accordingly, the Clients may be subject to more rapid change in value than would be the case if they were required to maintain a wide diversification.
Special Situations
The Adviser may invest the Clients’ assets in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Clients may be required to sell that investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Clients may invest, there is a potential risk of loss by the Clients of its entire investment in such companies.
Small to Medium Capitalization Companies
The Adviser may invest the Clients’ assets in the stocks of companies with small-to medium-sized market capitalizations. While the Adviser believes these investments often provide significant potential for appreciation, those stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do investments in stocks of larger companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger-capitalization stocks.
Non-U.S. Securities
Though the Adviser invests the Clients’ assets primarily in U.S. securities, it may also invest in non-U.S. securities. Investing in securities of non-U.S. governments and companies that are generally denominated in non-U.S. currencies and utilization of options on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, foreign government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
Currency Risks
Investments that are denominated in a foreign currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Adviser may attempt to hedge such risks on behalf of the Clients.
Interest Rate Risk
Generally, the value of fixed income securities will change inversely with changes in interest rates. As interest rates rise, the market value of fixed income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed income securities tends to increase. This risk will be greater for long- term securities than for short-term securities. The Adviser may attempt to minimize the exposure of the portfolios to interest rate changes through the use of interest rate swaps, interest rate futures and/or interest rate options. However, there can be no guarantee that the Adviser will be successful in fully mitigating the impact of interest rate changes. In addition, derivatives (including swaps, and certain options and other custom derivative or synthetic instruments) are subject to the risk of nonperformance by the counterparty to such instrument, including risks relating to the financial soundness and creditworthiness of the counterparty. Investments in derivative instruments require a high degree of leverage, meaning the overall contract value (and, accordingly, the potential for profits or losses in that value) is much greater than the modest deposit used to buy the position in the derivative contract. Derivative securities can also be highly volatile. The prices of derivative instruments and the investments underlying the derivative instruments may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions.
Futures Contracts
Trading in futures contracts are highly specialized activities that may entail greater than ordinary investment risks. Futures markets (including financial futures) are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. In addition, because of the low margin of deposit normally required in futures trading, a high degree of leverage is typical of a futures trading account. Consequently, a relatively small price movement in a futures contract may result in substantial losses to the trader. Futures trading may also be illiquid. Certain commodity exchanges do not permit trading in a particular type of future beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits – which conditions have in the past sometimes lasted for several days in certain contracts – the Clients could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses.
Lack of Liquidity of Investments
Assets of the Clients may, at any given time, include securities and other financial instruments or obligations that are thinly-traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to accurately value any such investments.
Illiquidity and In Kind Distributions
Inasmuch as there are substantial restrictions on withdrawals and membership interests are not tradable, an investment in the Clients is a relatively illiquid investment. Further, if a substantial number of members were to withdraw membership interests and a Client did not have a sufficient amount of cash or liquid securities that Client might have to meet such withdrawals through distributions of thinly-traded or illiquid securities. In light of the foregoing, investment in the Clients should be considered only by persons financially able to maintain their investment for a substantial period of time and who can afford a loss of a substantial part of their investment. please register to get more info

This Item is not applicable. please register to get more info

A principal of the managing member of NRMA is also a principal of Monness, Crespi, Hardt & Co., Inc. a FINRA-registered broker-dealer (the "Broker Dealer") that provides brokerage services to a large number of hedge funds. The Adviser executes a portion of the Clients’ securities transactions through the Broker Dealer and it is anticipated that it will continue to do so. The Clients have and may in the future enter into agreements, or “side letters,” with certain prospective or existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in the Clients’ offering documents. For example, such terms and conditions may provide for preferential terms that may relate to, without limitation, lock up/commitment periods, notice periods, Fixed Fees and Incentive Allocation and information rights. The modifications are solely at the discretion of the Adviser and may, among other things, be based on the size of the investor's investment in the Clients or affiliated investment entities, an agreement by an investor to maintain such investment in the Clients for a significant period of time, or other similar commitment by an investor. please register to get more info

Trading
The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its related persons to put the interests of the Clients before their own interests and to act honestly and fairly in all respects in their dealings with the Clients. All of the Adviser’s personnel are also required to comply with applicable federal securities laws. Investors or prospective investors may obtain a copy of the Code by contacting John Quinlan (CFO/CCO) by email at [email protected], or by telephone at (212) 235- 0808. See below for a further description of the provisions of the Code as they relate to the preclearing and reporting of securities transactions by related persons. The Adviser, in the course of its investment management and other activities, may come into possession of confidential or material, nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of the Clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is the Clients. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to ensure that the Adviser is meeting its obligations to the Clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the Clients or using such information for the Clients’ benefit. In such circumstances, the Adviser will have no responsibility or liability to the Clients for not disclosing such information to the Clients (or the fact that the Adviser possesses such information), or not using such information for the Clients’ benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law.

The Adviser or its related persons may invest in the same securities (or related securities, e.g., warrants, options or futures) that the Adviser or a related person recommends to the Clients. Such practices present a conflict where, because of the information an Adviser has, the Adviser or its related person are in a position to trade in a manner that could adversely affect the Clients (e.g., place their own trades before or after the Clients’ trades are executed in order to benefit from any price movements due to the Clients’ trades). In addition to affecting the Adviser’s or its related person’s objectivity, these practices by the Adviser or its related persons may also harm the Clients by adversely affecting the price at which the Clients’ trades are executed. The Adviser has adopted the following procedures in an effort to minimize such conflicts: the Adviser requires its access persons to preclear all transactions in their personal accounts and may deny permission to execute the transaction if such transaction will have any adverse economic impact on the Clients. All of the Adviser’s access persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis. All the Adviser’s related persons are also required to provide broker confirmations of each transaction in which they engage and a certification of such transactions. Trading in employee accounts will be reviewed by the Adviser and compared with transactions for the Clients.

If the Adviser or a related person from time to time recommends securities to the Clients, or buys or sells securities for the Clients, at or about the same time that the Adviser or related person buys or sells the same securities for its own account, it shall do so in accordance with the procedures described above, in order to minimize the conflicts stemming from situations where the contemporaneous trading results in an economic benefit for the Adviser or its related person to the detriment of the Clients. please register to get more info

The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include net price, reputation, financial strength and stability, efficiency of execution and error resolution, and offering to the Adviser online access to computerized data regarding the Clients’ accounts. In selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser's practice to negotiate “execution only” commission rates, thus Clients may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Adviser evaluates the broker-dealers used by the Adviser to execute the Clients’ trades using the foregoing factors. The Adviser receives research or other products or services other than execution from a broker-dealer and/or third parties in connection with the Clients’ securities transactions. This is known as a “soft dollar” relationship. Except for services that would be a Client expense or as otherwise described below, the Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations.

When the Adviser uses the Clients’ commissions to obtain Section 28(e) eligible research and brokerage products and services and when determining whether to direct the Clients’ brokerage transactions to particular broker-dealers, the Adviser periodically reviews and evaluates its soft dollar practices to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. This determination will be viewed in terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or portfolios over which the Adviser exercises investment discretion.

The use of the Client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services.

The Adviser may cause the Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for the Clients. The Adviser seeks to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate.

During the Adviser’s last fiscal year, as a result of the Clients’ brokerage commissions (or markups or markdowns), the Adviser and/or its related persons acquired, directly or through third party soft dollar service providers, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; certain proxy services; services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker- dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The Adviser has entered into “client commission arrangements” with the Broker Dealer pursuant to which the Adviser may execute transactions through the Broker Dealer (soft dollar broker) and request that the Broker Dealer allocate a portion of the commissions or commission credits to another firm that provides research and other products to the Adviser. The Adviser excludes from use under these arrangements those products and services that are not eligible under Section 28(e) and applicable regulatory interpretations. In some instances, the Adviser may obtain a product or service that is used, in part, by the Adviser for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made based on the actual use of the product or service by the Adviser’s personnel. The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by the Clients’ transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Adviser from its own resources. The determination of the appropriate allocation of “mixed use” products and services creates a potential conflict of interest between the Adviser and the Clients.

In selecting or recommending broker-dealers, the Adviser may consider whether the Adviser or a related person receives investor referrals from a broker-dealer or third party, including the Broker Dealer. The Adviser may have an incentive to select or recommend a broker-dealer based on its interests to receive investor referrals rather than on the Clients’ interests to receive most favorable execution. To address this conflict of interest, the Adviser will execute the Clients’ trades through broker-dealers that refer investors to the Adviser only if the Adviser determines that the Clients’ trades with such broker-dealers are otherwise consistent with seeking best execution.

From time to time the Adviser may participate in capital introduction programs arranged by broker- dealers, including firms that serve as prime brokers to the Clients or recommend the Clients as an investment to investors, including the Broker Dealer. The Adviser may place the Clients’ portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution. please register to get more info

The Clients’ portfolios are reviewed by the portfolio manager on at least a weekly basis to determine whether securities positions should be maintained in view of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines and the performance of the Clients.

Significant market events affecting the prices of one or more securities owned by the Clients or changes in the investment objectives or guidelines of the Clients may trigger reviews on other than a periodic basis.

Investors receive electronic reports from the Clients pursuant to the terms of the Clients’ offering documents. please register to get more info

The Adviser receives certain research or other products or services from broker-dealers through “soft- dollar” arrangements. These “soft-dollar” arrangements create an incentive for the Adviser to select or recommend broker-dealers based on the Adviser’s interest in receiving the research or other products or services and may result in the selection of a broker-dealer on the basis of considerations that are not limited to the lowest commission rates and may result in higher transaction costs than would otherwise be obtainable by the Adviser on behalf of the Clients. Please see Item 12 for further information on the Adviser’s “soft-dollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices. please register to get more info

An affiliate of the Adviser is deemed to have custody of client assets due to serving as the general partner to a limited partnership and intends to comply with Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended, by meeting the conditions of the pooled vehicle annual audit provision. please register to get more info

The Adviser provides investment advisory services on a discretionary basis to the Clients.

Prior to assuming full discretion in managing a Client’s assets, the Adviser sets forth the scope of the Adviser’s discretion in writing.

The Adviser has the authority to determine: (i) the securities to be purchased and sold for the Clients (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the Clients.

Allocations will be made among investors eligible to participate in initial public offerings (IPOs) and secondary offerings on a pro rata basis, except when a pro rata allocation is not permitted (e.g., when an investor’s status is a “restricted person” or "covered investor" under applicable regulations) or when an investor’s investment guidelines explicitly prohibit participation in IPOs or secondary offerings.

If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, the Adviser's error correction procedure is to ensure that the Clients are treated fairly. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. please register to get more info

Because the Adviser has been delegated proxy voting authority on behalf of the Clients, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to the Clients’ securities, such proxies are voted in the best interests of the Clients.

If a material conflict of interest between the Adviser and the Clients exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Clients or take some other appropriate action. The Adviser does not make any qualitative judgment regarding the Clients’ investments. Investors may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted the Clients’ proxies by contacting John Quinlan (CFO/CCO) by email at [email protected] or by telephone at (212) 235-0808. please register to get more info

This Item is not applicable as the Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.
12 13 please register to get more info