A.Virgo Investment Group LLC (“VIG” or the “Firm”), a Delaware limited liability company, is an
investment adviser located in Burlingame, California, founded in 2009. Jesse Watson is the principal owner of the Firm.
VIG currently serves as an investment adviser providing discretionary advisory services to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis, that would be investment companies as defined in Section 3 of the Investment Company Act of 1940, as amended (the "Investment Company Act") but for Section 3(c)(1) or 3(c)(7) of that Act (each such private pooled investment vehicle, a "Fund" and collectively, the "Funds"). From time to time, we may offer co- investment opportunities to one or more third parties or manage co-investment vehicles that invest in portfolio companies in which the Funds invest or will invest. Further, we also may also serve as an investment adviser, with discretionary trading authority, to separately managed accounts (the "Managed Accounts") in the future. VIG provides discretionary investment advisory services to the following pooled investment vehicles:  Virgo Societas Partnership III (Offshore), L.P.*;  Virgo Societas Direct III, Ltd.*;  Virgo Societas Direct III, LP*;  Virgo Societas Partnership III (Onshore), L.P. (*collectively, the “Fund III Vehicles”);  Virgo Societas Partnership IV (Offshore), L.P.**;  Virgo Societas Partnership IV (Onshore), LP**;  Virgo Societas Direct Cayman IV, LP**;  Virgo Societas Direct IV, LP (**collectively, the “Fund IV Vehicles”);  Zephryus Aviation Partners I (Offshore), L.P.***; and  Zephyrus Direct I, LP (***collectively, “ZAP”) Such pooled investment vehicles are, or will be, exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
VIG also provides non-discretionary advisory services to certain pooled investment vehicles and separately managed account vehicles.

B.Services provided by VIG on a discretionary basis include: recommending, evaluating, structuring
and negotiating investments selected by VIG’s investment committee, as well as managing portfolio companies post-acquisition or post-investment and advising with respect to disposition opportunities.
Services provided by VIG on a non-discretionary basis include: managing portfolio companies post- acquisition or post-investment and advising the Clients with respect to disposition opportunities. VIG’s Clients invest primarily in private investments, targeting middle-market credit and asset-based investments. In general, investments consist of a diversified portfolio across securities, industry sectors and asset classes.

C.VIG utilizes the same strategy for all of the Clients and may tailor its advisory services to the
specific needs of the Clients.

D.VIG does not participate in wrap fee programs.
E.As of September 30, 2019, VIG managed $880,297,544 in regulatory assets on a discretionary
basis and $176,214,499 on a non-discretionary basis.
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A.VIG’s Client investors are all “qualified purchasers” as defined in the Investment Company Act.
The specific terms of VIG’s fee arrangements with the Clients are set forth in each Client’s limited partnership agreement.
B.VIG generally receives a management fee (the “Management Fee”), as specified in each Client’s limited partnership agreement. VIG makes capital calls, or deducts Management Fees directly from the Clients’ assets, as specified in each Client’s limited partnership agreement. The Firm also may be entitled to a performance-based fee (the “Carried Interest Distribution”), based on realized gains from investments above a performance benchmark. Carried Interest Distributions, if applicable, are deducted directly from Clients’ assets as investments realize gains and not on a pre-determined scheduled. Please refer to the relevant Client’s governing documents for a complete understanding of each Client’s Carried Interest Distribution.
In addition to the Management Fee, in connection with the affairs of a Client, the Firm expects to receive fees relating to: deal completion, portfolio company monitoring, agency services, board fees, termination, cancellation or abandonment of any consummated or proposed investment, including origination fees, or other related services in relation to investments (“Additional Fees”). For the Fund III Vehicles, fifty percent of the portion of Additional Fees attributable to its pro rata share of any investment or proposed investment will generally be distributed to investors or applied as an offset to the Management Fee otherwise payable to VIG. Note that Additional Fees may be retained by VIG with consent of the Client’s advisory board and/or limited partners as applicable. For the Fund IV Vehicles, one hundred percent of Additional Fees attributable to its pro rata share of any investment or proposed investment will generally be distributed to investors or applied as an offset to the Management Fee otherwise payable to VIG. Note that Additional Fees may be retained by VIG with consent of the Client’s advisory board and/or limited partners as applicable. In regard to ZAP, one hundred percent of certain Additional Fees attributable to its pro rata share or any investment or proposed investment will generally be applied as an offset to the Management Fee otherwise payable to VIG. Please refer to ZAP’s governing documents for the Additional Fees related to ZAP that will not be used to offset Management Fees otherwise payable to VIG.

C.Each Client will bear separately its own formation expense and operating costs, including but not
limited to: legal, accounting, tax, auditing, consulting and other professional expenses (including valuation firms and other experts); fees charged by third parties including operating partners of the Firm (the “Operating Partners”) to provide investment consulting services to, or for the benefit of, the Clients (provided that such consulting fees do not exceed the rate typically charged by third parties engaged in such consulting); fees payable to sub-advisors; management fees, professional liability insurance (including costs relating to directors' and officers' liability insurance and errors and omissions insurance); banking and custodial fees; investment-related fees and expenses; other expenses related to the purchase, monitoring, sale, settlement or transmittal of portfolio investments (directly or through trading affiliates) as will be determined by the Firm in its sole discretion (including costs associated with systems and software used in connection with investment management); administrative expenses; legal, regulatory and registration expenses relating to the Firm’s operations; entity-level taxes; filing fees; costs of winding up and liquidating the Clients; and other expenses associated with the operation of the Client and its investment activities, including extraordinary expenses such as litigation, workout and restructuring and indemnification expenses, if any.
Clients will also be responsible for fees and expenses incurred by an affiliated commercial loan servicer, HPF Service, LLC (“HPF”) an entity formed by VIG. HPF is owned and controlled by an affiliate of VIG and part of VIG’s real estate platform and has been formed in order to provide servicing and special servicing in connection with commercial mortgages. VIG has determined that (1) such fees and expenses are commensurate with amounts charged by other third-parties for providing similar services, and (2) utilizing HPF and the former President of HPF, now a consultant to VIG (VIG is paying these consulting fees, but not the fees and expenses in the servicing agreement referenced below), Jonathan Goodman, to provide asset management services under the terms of his consulting agreement with VIG to manage the remaining HPF positions towards realization. A copy of the agreement between HPF, the Clients and VIG (the “Servicing Agreement”) is available upon request.
Please refer to the relevant Client’s governing documents for a complete understanding of each Client’s fees and expenses. The information contained herein is a summary only and is qualified in its entirety by the relevant Client’s offering memoranda.
Clients may incur brokerage and other transaction costs. Please see Item 12 “Brokerage Practices” for more information.
D.Management Fees are paid quarterly. Upon termination of an advisory contract, any prepaid, unearned Management Fees will be promptly refunded, based on the actual number of days remaining in the quarter during which the advisory contract was terminated.

E.Neither VIG nor any of its covered persons receive, directly or indirectly, any compensation from
the sale of securities or other investment products.
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As stated in Item 5 (“Fees and Compensation”) above, VIG may be entitled to receive a Carried Interest Distribution based upon realized gains from investments above a performance benchmark.
The Carried Interest Distributions are structured subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3.
The Carried Interest Distribution may create an incentive for the Firm to recommend to the Clients investments that are riskier or more speculative than those which would be made under a different fee arrangement.
The Carried Interest Distribution charged by the Firm may vary among investors. Some investors, such as the Operating Partners pay no Carried Interest Distribution. The Operating Partners invest through VIG’s private funds and agree to the same redemption terms as other investors, and as such, this arrangement does not present a conflict of interest.
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VIG provides investment advisory services to the Clients, which are separately managed accounts and private funds that are exempt from registration under the Investment Company Act. The Clients are limited to “qualified purchasers,” as defined in the Investment Company Act.
VIG generally has a $2,000,000 minimum investment for its Fund III Vehicles and a $5,000,000 minimum investment for its Fund IV Vehicles and ZAP, however VIG may make exceptions at its discretion.
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Methods of Analysis, Investment Strategies and Risk of Loss
VIG’s Clients are opportunistic, yet have a value investment philosophy, a bias toward the preservation of capital and an emphasis on generating a current yield on invested capital. The Clients seek to achieve risk-adjusted returns through a process of fundamental research and a probabilistic approach to portfolio construction. VIG targets market seams, including both cyclical market opportunities and thematic industry viewpoints, where investment returns are less correlated with market credit spreads and corporate valuation multiples. VIG identifies and capitalizes on these market seams with the belief that it is the best way to discover and deliver attractive returns on invested capital for its Clients. Furthermore, VIG believes distressed opportunities and other special situations within the middle-market investment universe offer the greatest chance for consistent value creation. The Firm seeks to mitigate downside risks and maximize upside optionality. The firm targets credit risks that are inefficiently priced by the traditional capital markets, businesses or assets in transition where there is unlocked value pre- investment, and business transformations where there is an opportunity to create and build value post- investment.
Being an opportunistic investor requires a disciplined approach to theme development, sourcing and investment due diligence given the breadth of investment activity pursued. VIG recognizes the importance of a well-constructed and consistently applied investment strategy to achieving long-term results. VIG follows a disciplined investment approach to: (i) identify market seams or thematic investment theses; (ii) select specific investment opportunities; (iii) develop an information advantage or analytical edge in due diligence and assessing risks; (iv) create value post investment by partnering with founders, family owners and management and making personnel changes where necessary and (iv) execute and exit investments efficiently to maximize returns for the Clients.
VIG believes that rigorous research, bottom-up due diligence and a fundamental understanding of companies or assets is critical to achieving long-term investment results and provides the best risk management. Investment ideas are generated internally through research and analysis. In connection with identifying, evaluating, analyzing and investigating investment opportunities for the Clients, investment professionals also generally draw upon their professional experience in relevant industries and contact with industry executives, established business relationships and independent consultants.
VIG invests across the capital structure with an emphasis on (i) middle-market specialty finance, (ii) niche asset-based market segments, (iii) distressed investments, and (iv) structured private financings for middle-market companies.
VIG’s investment program is speculative and involves significant risks, including the risk of total loss.
Investments made by the Clients are very illiquid. There can be no assurance that VIG’s investment objectives will be achieved, and actual investment results may vary substantially from the investment objective and prior performance. Investors should be prepared to bear these general risks as well as the more specific risks set forth below.

Other risks inherent to the strategies employed by VIG include, but are not limited to, the following:
Private Equity Investments. The Clients may acquire shared control minority equity stakes in privately held companies. The success of the Clients’ investments in privately held companies will depend in part on the general partner’s ability to develop plans and strategies to exploit new business opportunities for such companies as well as the Firm’s ability to restructure and effect improvements in the operations of such companies. The activity of developing such plans and strategies and of identifying and implementing operational improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that the Clients will be able to successfully identify and implement such plans, strategies or improvements.
The success of the Clients’ investments in equity stakes of privately held companies will also depend in part on the performance and abilities of such companies’ controlling shareholders. Because the Clients will not control such companies, the Clients’ ability to exit from such investments may be limited.
Additionally, the Clients are likely to have a reduced ability to influence management of such companies.
The Firm may also have disagreements with controlling shareholders over the strategy and operations of such companies. As a result of the foregoing, the Clients’ equity investments in such companies may perform poorly.
Portfolio Company Insolvency Risks. If a court in a lawsuit brought by a creditor or representative of creditors (such as a trustee in bankruptcy) of a portfolio company were to find that (a) the company did not receive fair consideration or reasonably equivalent value for incurring the indebtedness evidenced by the securities which the company issued to the Client and (b) after giving effect to such indebtedness and the use of the proceeds thereof, the company (i) was insolvent, (ii) was engaged in a business for which its remaining assets constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate (in whole or in part) such indebtedness as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the obligor or recover amounts previously paid by the company to the Clients in satisfaction of such indebtedness.
Concentrated Portfolio. Generally, a VIG Client will be formed as a limited partnership with the objective of acquiring one or more investments without regard to formal diversification policies. Although the Firm does adhere to certain allocation limits, as more fully described in each Client’s limited partnership agreement, concentration risks still exist. At any given time, a VIG Client may be highly concentrated in certain types of investments (as grouped by issuer, industry, geography, market and/or investment strategy). The aggregate returns of any VIG Client may be adversely affected by the unfavorable performance of a single investment.
Illiquid Investments. In general, there will be no active market or readily ascertainable values for certain investments. Investors must have the financial ability and willingness to remain invested for the long term. If a Client is required to sell an illiquid investment, it may only be able to do so at disadvantageous prices.
Competition. A large number of private investment funds have been formed to capitalize on the types of investments that VIG will seek. Many of these funds are already active in the marketplace. There can be no assurance that VIG will be able to compete successfully against competitors for opportunities in the marketplace.
Interest Rate Risk. The value of any particular credit investments may be sensitive to changes in prevailing interest rates and other factors beyond VIG’s control.
Projections. Investments will be selected based upon VIG’s analysis of specific investments and various projections regarding future performance and cash flow. Projections are inherently uncertain and subject to factors beyond VIG’s control. The occurrence of unforeseen events could materially impair the performance of one or more investments.
Distressed Investment Risk. The Clients may invest, directly or indirectly, in securities of U.S. and non-U.S.
issuers which lack financial strength. Investments of this type may involve material financial and business risks that can result in substantial, or at times even total, loss of invested capital.
Usury. Certain credit investments made by a Client to a borrower may be subject to state usury laws. VIG intends to use reasonable best efforts to cause each VIG Client to comply with applicable usury laws. If a VIG Client fails to comply with applicable usury laws, a credit investment may suffer significant losses.
Potentially Subjective Valuation. VIG has a valuation policy that provides for a particular methodology to be used in the valuation of investments. Under VIG’s valuation policy, for a majority of investments, the Firm derives its own financial models in determining the fair market value of certain investments. VIG’s judgment as to the fair market value of certain investments is predicated on a variety of assumptions and estimates that may prove to be incorrect. To mitigate this risk, the Firm utilizes the services of a third- party valuation agent to confirm that Client investments are valued in a manner that is fair and objective on an annual basis.
Lender Liability Considerations and Equitable Subordination. A number of jurisdictions have upheld the right of borrowers to sue lenders on a variety of legal theories (collectively termed “lender liability”) including violations of implied or contractual duties owed by lenders to borrowers. Because of the nature of VIG’s credit investments, a Client may be subject to allegations that such duties were breached or that the claim of a VIG Client to a borrowers’ assets should be subordinated to claims of other creditors (“equitable subordination”).
Epidemic Outbreak. An epidemic outbreak and reactions to such an outbreak could cause uncertainty in markets and businesses, including Virgo’s business, and may adversely affect the performance of the global economy, including causing market volatility, market and business uncertainty and closures, supply chain and travel interruptions, the need for employees and vendors to work at external locations, and extensive medical absences. Virgo has policies and procedures to address known situations, but because a large epidemic may create significant market and business uncertainties and disruptions, not all events that could affect Virgo’s business and/or the markets can be determined and addressed in advance.
Cyber Security Breaches and Identity Theft. VIG’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes.
Although the Manager has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, VIG and/or the Clients may have to make a significant investment to fix or replace them.
The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in VIG’s and/or the Clients’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm VIG’s and/or the Clients’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance.

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In the past ten years, there have been no disciplinary events involving either VIG or any of its management persons that are material to VIG’s advisory business. However, VIG, its principals and/or its Clients are involved in a number of ongoing civil litigation cases involving its portfolio companies. While VIG believes it will ultimately prevail in these matters, the outcomes remain uncertain. For further information please contact VIG’s CCO at: 650-437-5367.
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A.Neither VIG nor any of its management persons are registered, or have an application pending to
register, as broker-dealers or registered representatives of a broker-dealer.

B.Neither VIG nor any of 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 the foregoing entities.

C.The following are material relationships or arrangements:
Capricorn Investment Group, LLC (“Capricorn”)
VIG has a business relationship with Capricorn, whereby Capricorn manages the private investment vehicles that invest in the VIG Clients and approves all investment activity. VIG’s investment period with respect to Capricorn has expired; however, the Firm continues to advise on and manage the disposition and realization of portfolio investments.

Virgo Investment Societas LLC (“Societas”)
VIG and Capricorn have a joint venture called Societas, which is also a registered investment adviser.
Currently, Capricorn and VIG are entitled to 75% and 25%, respectively, of the fees paid to Societas by Societas’ clients.
VIG and Societas clients have similar investment strategies and, in the past have invested, to a certain extent, in the same securities. This overlap in investment approach poses the potential for conflicts of interest. However, both VIG and Societas are committed to fulfilling their fiduciary duty to their clients.
To this end, VIG and Societas have implemented internal controls to address the potential conflicts.
Specifically, when investment opportunities are suitable for both VIG and Societas clients, such investment opportunities will be allocated pro-rata among the applicable clients based on available capital, per the allocation policies and procedures adopted by both VIG and Societas. Societas is no longer actively investing on behalf of its active clients, and therefore Societas’ active clients will not participate in such allocations; thus this potential conflict has been eliminated.

HPF Service, LLC (“HPF”)
As discussed in Item 5, VIG has formed HPF to provide servicing and special servicing in connection with commercial mortgages and real estate transactions. Pursuant to the Servicing Agreement, HPF will provide such services to the Clients in connection with investments made by VIG; therefore, the Clients will bear fees and expenses incurred by HPF.
In addition to consulting fees paid by VIG, Jonathan Goodman who effective March 11, 2019 is no longer an HPF employee, but acts as advisor to VIG and the Firm’s investment committee, also owns a minority interest in certain of VIG’s affiliated entities and in such capacity will receive a minor portion of the Carried Interest derived by such affiliate. In addition, HPF and certain of its employees, under the terms of an agreement with Jonathan Goodman, may co-invest with the Partnership in all investments in the real estate platform.

Virgo Agency Services, LLC (“VAS”)
VAS acts as a manager, general partner and agent on various VIG Client investments. VAS has engaged VIG as a subadvisor. VIG may give advice and take action in the performance of its duties with respect to any of VAS’s clients. VAS will take custody of various capital intended for VIG clients which is distributed back to the respective clients.

Virgo Service Company, LLC (“VSC”)
VSC acts as a manager, general partner and agent on various VIG Client investments. VSC has engaged VIG as a subadvisor. VIG may give advice and take action in the performance of its duties with respect to any of VSC’s clients. VSC will take custody of various capital intended for VIG clients which is distributed back to the respective clients.

D.VIG does not recommend or select other unrelated investment advisers for its Clients. please register to get more info

Code of Ethics, Participation or Interests in Client Transactions and Personal Trading
A.VIG has adopted a Code of Ethics (the “Code”) to ensure that VIG fulfills its role as a fiduciary to
the Clients. The interests of the Clients must always be recognized, respected, and have precedence over those of VIG employees and others as determined by the Firm’s Chief Compliance Officer. The Code requires that VIG employees and certain associated persons (“Covered Persons”) act in the best interests of the Clients to the exclusion of contrary interests, act in good faith and in an ethical manner, avoid conflicts of interest with the Clients to the extent reasonably possible, and identify and manage conflicts of interest to the extent they arise. Covered Persons are also required to comply with applicable provisions of federal securities laws and make prompt reports of any actual or suspected violations of such laws by VIG or Covered Persons. In addition, the Code sets forth formal policies and procedures with respect to the personal securities trading activities of Covered Persons. The Code requires that Covered Persons pre-clear certain public and private personal securities transactions, report all personal securities transactions on at least a quarterly basis and submit reports to VIG regarding personal accounts and reportable securities holdings at least annually. The Code also addresses confidentiality, outside activities, conflicts of interest, policies and procedures concerning the prevention of insider trading, includes restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and the pre-clearance and reporting of political contributions. Covered Persons are required to provide a written certification to VIG as to their compliance with the Code upon hire, and on an annual basis thereafter. The Firm’s compliance team may be contacted at (908) 228-7505.

B.From time to time, consistent with a Client’s investment objectives and subject to satisfaction of
Firm policies and procedures, the Client’s governing documents and applicable law, VIG may recommend that a Client acquire or sell securities or interests in which VIG or an affiliate has a pre-existing direct or indirect interest. The Code is designed to identify and manage conflicts of interest to the extent they arise in connection with such transactions, and to ensure that the Firm fulfills its role as a fiduciary to the Clients.

C.In general, neither VIG nor any of its related persons invest in the same securities that the Firm or
its related persons recommend to the Clients. However, VIG and/or its principals did, on one occasion, make an investment alongside other co-investors, at the request of the co-investors, in a follow-on co- investment vehicle which purchased equity in a portfolio company of Virgo Societas Partnership III (Onshore), L.P. and Virgo Societas partnership III (Offshore), L.P.

D.Neither VIG nor any related person recommends securities to Clients, or buys or sells securities
for Client accounts, at or about the same time that they buy or sell the same securities for their own account. However, VIG and/or its principals did, on one occasion, make an investment alongside other co- investors, at the request of the co-investors, in a follow-on co-investment vehicle which purchased equity in a portfolio company of Virgo Societas Partnership III (Onshore), L.P. and Virgo Societas Partnership III (Offshore), L.P. In addition, the general partner of VIG’s Clients generally invest up to 1% of the capital commitments of the Client alongside the limited partners of the Client.
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A.The Firm is largely focused on private investment opportunities and therefore is generally not in
a position to select a broker-dealer for Client transactions.

B.VIG does not engage in soft dollar arrangements with broker-dealers.
C.In the private equity context, client referrals are not relevant to VIG’s selection or
recommendation of broker-dealers.

D.VIG does not engage in directed brokerage.
E.Due to the nature of investments recommended to VIG’s Clients, VIG does not engage in the
aggregation of the purchase or sale of securities.
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A.VIG’s portfolio managers, analysts and Spica Alpha review the Clients’ portfolio holdings on an
on an ongoing basis. The goal of the Spica Alpha review is to conduct a focused evaluation of current performance, “connect the dots” across investments and contribute to prospective investment thesis development for new investments. Spica Alpha is a diverse team within VIG whose expertise is in the core fundamentals of building and scaling companies. Spica Alpha drives value-add initiatives post- investment via a focus on human capital transformation, business process enhancement and technology implementation.
VIG is focused on mining completed investments to better understand the company’s current financial status and future outlook and to generate new ideas. VIG’s portfolio managers and analysts also review the Clients’ portfolio holdings informally on a continual basis.

B.The Firm does not utilize any specific criteria to trigger a review of Client investments at this time.
C.Within 120 days after the Firm’s fiscal year-end, audited financial statements are emailed to each
investor in the Clients. In addition, the Firm delivers to investors unaudited performance information for the Clients on a quarterly basis.
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A.Other than the Firm’s ability to earn Additional Fees (and one instance in which VIG is being
compensated to act as a board member for a company in which VIG has not yet committed capital to) as described in Item 5, no one other than the Clients provides an economic benefit to VIG for providing investment advice or other advisory services to the Clients.

B.Neither VIG nor any related person directly or indirectly compensates any person who is not a
covered person for Client referrals.
From time to time, we may enter into written agreements with third parties who solicit potential Investors on behalf of us. Such agreements will comply with Rule 206(4)-3 under the Advisers Act and other applicable requirements of the Advisers Act and applicable state securities law requirements. Generally, Investors are not responsible for any part of the compensation that solicitors receive from us or our affiliates, and we generally do not charge Investors introduced by such solicitors any higher fee or any additional amount as a result of obligations to pay such solicitors for their solicitation services.
Clients will not be charged a higher fee as a result of these arrangements.
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The Clients’ assets, of which the Firm is deemed to have custody, are generally maintained with a qualified custodian, as defined in Rule 206(4)-2 of the Advisers Act (“Qualified Custodian”). The Clients’ privately- issued certificated securities are generally held by the Qualified Custodian by maintaining a copy of the stock certificates. The Clients’ privately-issued securities or other assets that are recorded only on the books and records of the issuer (or its transfer agent) in the name of the Clients and that are only transferable with the prior consent of the issuer or other security holders are not required to be maintained by a Qualified Custodian. In accordance with Rule 206(4)-2 of the Advisers Act, each Client will distribute independently audited financial statements of the Clients to its respective investors no later than 120 days after the end of each Client’s fiscal year.
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As mentioned above in Item 4, VIG provides both discretionary and non-discretionary investment advice and management services to the Clients. The limited partner of the private investment vehicles managed by VIG on a non-discretionary basis retains the authority to approve or reject any investment recommendation provided by VIG. VIG does have discretionary investment authority over the private fund Clients. Generally, this discretionary authority is provided in the Clients’ respective investment management agreement or limited partnership agreement. The Firm is no longer actively investing for Clients managed by Capricorn. As such, VIG only advises these Clients with respect to disposition opportunities on a non-discretionary basis.
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As the Clients invest primarily in private securities, the Firm is generally not in a position to vote proxies.
However, in the event that the Clients obtain securities with voting authority, the Firm will vote in accordance with Rule 206(4)-6 of the Advisers Act. The Firm’s general policy is to vote proxies in the best interest of the Clients. The Firm maintains that company management generally is best suited to make the decisions that are essential to the ongoing operation of the company. Therefore, the Firm generally will vote proxies in line with company management. However, if a situation arises where the Firm believes that company management’s proposal does not maximize value for the Clients, the Firm will vote against company management. In such instances, the reason for the decision and a record of the vote will be retained by the Firm.
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VIG does not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance.
VIG does not believe that there are any conditions that are reasonably likely to impair VIG’s ability to meet contractual commitments to Clients.
VIG has never been the subject of a bankruptcy petition at any time during the past ten years.
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