Advisory Business A. Tilden Park Capital Management LP (“TPCM”), a Delaware limited liability company, is a registered
investment adviser located in New York, New York, founded on February 19th, 2009. Tilden Park
Management I LLC and Tilden Park Management II LLC, wholly-owned subsidiaries and “Relying Advisers”
of TPCM, serve as investment managers to pooled investment vehicles (the “Funds”). The Funds are
exempt from registration under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), pursuant to Section 3(c)(7) of the Investment Company Act. Interests in the Funds are
privately offered only to qualified investors, and in the United States these interests are offered under the
private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder. Tilden Park also serves as an investment adviser to separately managed
accounts (“Managed Accounts” and collectively with the Funds, the “Clients”).
Affiliates of Tilden Park serve as the general partners (each, a “General Partner”) of the applicable Funds.
Tilden Park or its affiliates may be entitled to receive performance-based compensation from the Clients
as discussed below. Josh Birnbaum is the principal owner of the Firm.
B. Tilden Park offers discretionary investment advisory services to its Clients. The Firm seeks to
generate attractive risk-adjusted returns through a multi-disciplinary investment approach using a broad
array of securities (and related financial instruments) and strategies in accordance with the investment
mandate of each Client.
C. Tilden Park utilizes a similar investing approach for all its Clients;
however, some Clients may differ
in their particular mandate. Tilden Park may also tailor the advisory services it provides to the Clients to
the extent that certain investments cannot be held by certain Clients for legal and tax purposes. Managed
Account Clients may impose guidelines or restrictions relating to the investments made in their Managed
Account.
D. Tilden Park does not participate in wrap fee programs.
E. As of December 31, 2018, Tilden Park managed approximately $4,390,766,559 in net assets on a
discretionary basis.1
1 Please note that Tilden Park’s method for computing the net assets provided in this Item 4.E is different from the
method for computing “regulatory assets under management” required for Item 5.F in ADV Part 1A. Tilden Park’s
“regulatory assets under management” as of December 31, 2018 can be found in its response to Item 5.F of Form
ADV Part 1A, which is available at www.adviserinfo.sec.gov.
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Fees and Compensation A/B. Tilden Park deducts management fees (the “Management Fee”) directly from the Funds’ assets
on a quarterly or monthly basis, as applicable. Tilden Park invoices Management Fees to Managed
Accounts’ beneficial owners on a quarterly basis. The Firm or its affiliates may also be entitled to
performance-based compensation (with respect to the Funds, an “Incentive Allocation” and with respect
to the Managed Accounts, “Incentive Fees”), based on a share of capital gains on, or capital appreciation
of, the net asset value of each Client’s account. With respect to the Funds, Incentive Allocations, when
applicable, are reallocated from the capital account of the underlying investor to the capital account of
the General Partner on an annual or multi-year basis. With respect to the Managed Accounts, Incentive
Fees, when applicable, are invoiced to the beneficial owner on an annual basis. Please refer to Item 6 and
Item 11.B for additional disclosures about performance-based compensation. The Funds and Managed
Accounts are only offered to “qualified purchasers” as defined in the Investment Company Act, and therefore the
Firm is not required to include a fee schedule in this brochure.
C. The Funds will generally bear their own expenses, as disclosed in each Fund’s offering documents.
Expenses that the Funds may bear include, but are not limited to, the following: investment expenses
(
e.g., custodial fees, interest expenses, initial and variation margin, broken deal expenses, consulting and
other professional fees relating to particular investments, research related investments and travel
expenses incurred in connection with due diligence and monitoring), legal expenses, systems and
technology, insurance, audit and tax preparation expenses, organizational expenses, expenses relating to
the offer and sale of interests in the Funds and extraordinary expenses, and expenses related to services
performed by the administrator. Please see each Fund’s respective offering documents for additional
information related to expenses. Managed Accounts may bear expenses similar to those disclosed above.
Expenses allocated to Managed Accounts may be negotiated individually with respect to each Managed
Account. At its discretion or pursuant to the terms of an investment advisory agreement, the Firm may
pay expenses that would otherwise be allocated to a Client. The Firm and Clients that do not pay expenses
may benefit from services paid for by other Clients or the Firm, as applicable.
Clients that invest in money market mutual funds, ETFs or other registered investment companies will
bear a proportionate share of the related fees and expenses in addition to the fees paid to Tilden Park.
Clients will incur brokerage and other transaction costs. Please see Item 12 “Brokerage Practices” for
more information.
D. Management Fees are paid in advance by the Funds on a quarterly or monthly basis, as applicable,
and in arrears by the Managed Accounts. In the event Tilden Park does not provide services to a Fund for
the full period, the Management Fee is typically required to be returned to investors in the applicable
Fund. In general, the amount of fees returned is calculated based on the number of days remaining in the
applicable period.
E. Neither Tilden Park nor any of its supervised persons receive, directly or indirectly, any
compensation from the sale of securities or other investment products.
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Performance-Based Fees and Side-By-Side Management As set forth in Item 5 “Fees and Compensation,” the Firm (or its affiliates) may be entitled to receive
performance-based compensation based on a share of capital gains on, or capital appreciation of, the net
asset value of a Client’s account, as specified in each Client’s governing documents.
Such performance-based compensation may create an incentive for the Firm to recommend investments
that are riskier or more speculative than those which would be made under a different fee arrangement
and a conflict of interest to favor Clients or accounts that pay more in fees. However, the Firm is
committed to fulfilling its fiduciary duty to its Clients to act at all times in the best interests of the Clients.
To this end, the Firm has implemented written compliance policies and procedures that are designed to
address conflicts of interest.
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Types of Clients As detailed above in Item 4 “Advisory Business,” Tilden Park provides investment advice to the Funds and
other institutional investors. Fund investors are required to meet certain eligibility and suitability
standards as set forth in each Fund's governing documents and subscription materials. In general, the
minimum investment in a Fund is $5,000,000;
however, the Funds may accept lesser amounts. There is no
minimum investment for the Managed Accounts.
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Methods of Analysis, Investment Strategies and Risk of Loss A. The Firm seeks to generate attractive risk-adjusted returns through a multi-disciplinary
investment approach using a broad array of securities (and related financial instruments) and strategies
in accordance with the investment mandate of each Client. The Firm focuses on, without limitation,
structured products and interest rate, corporate credit, equity and related derivative positions and other
complementary and/or similar positions.
Strategies to achieve this objective may include among others: Distressed, Long/Short, Relative Value and
Macro. The Firm has a global mandate, and there are no limitations on the strategies and/or instruments
that the Firm may employ in seeking to achieve its investment objective.
Distressed The Firm believes opportunities arise in the distressed space to buy assets at a substantial discount to
their intrinsic value.
Long/Short and Relative Value The Firm seeks to exploit relative mispricings both within asset classes and between asset classes. These
strategies entail buying certain securities and shorting similar, but relatively less attractive securities.
Macro The Firm may take directional views on certain macro themes such as the level of credit spreads, equity
prices, interest rates, foreign exchange rates and volatility.
There can be no assurance that the Firm will achieve its investment objectives or that investment
strategies employed by Tilden Park will be successful. Each Client’s investment program is speculative and
entails substantial risks, including risk of loss of the entire investment, a risk that the Clients and its
investors should be prepared to bear.
Investors in the Funds should ultimately refer to their Fund’s respective offering documents for
disclosures that specifically address the methods of analysis and investment strategies employed with
respect to such Funds. The information contained herein with respect to the Funds is a summary only.
B and C. All investing involves a risk of loss that Clients should be prepared to bear. The identification of securities and other assets believed to be undervalued is a difficult task, and there are no
assurances that such opportunities will be successfully recognized or acquired. The Firm cannot give any
guarantee that it will achieve a Client’s investment objectives or that Clients will receive a return on their
investment. Investors in the Funds should ultimately refer to their Fund’s respective offering documents
for additional detailed risk disclosures that specifically address risks of each Fund’s investment strategies,
methods of analysis, and/or particular types of investments recommended. Below is a summary of
potentially material risks for each significant investment strategy used, the methods of analysis used,
and/or the particular type of security recommended.
Structured Products Structured fixed-income securities and related financial instruments are generally less liquid than other
securities (
e.g., stock or corporate bonds). Consequently, it may be relatively difficult for a Client to
dispose of such investments rapidly and at favorable prices in connection with withdrawal requests,
adverse market developments or other factors. Illiquid assets may also be more difficult to value.
Leverage The Firm intends to lever the Clients’ assets through various types of financings and through investments
in and/or the creation or sponsorship of various securitization vehicles. The Firm may also leverage its
investment return with options, short sales, swaps, forwards and other derivative instruments. While
leverage presents opportunities for increasing the Clients’ total return, it has the effect of potentially
increasing losses as well. Accordingly, any event that adversely affects the value of an investment by a
Client would be magnified to the extent the Client is leveraged. The cumulative effect of the use of
leverage by the Firm in a market that moves adversely to the Clients’ investments could result in a
substantial loss to the Clients, which would be greater than if the Clients were not leveraged. Leverage
will increase the exposure of the Clients to adverse economic factors such as significantly rising interest
rates, severe economic downturns or deterioration in the condition of the Clients’ investments or their
corresponding markets. Rising interest rates may significantly adversely affect the Clients’ ability to obtain
financing on favorable terms, if at all, and the performance of levered assets and investments. Because
the Firm intends to engage in portfolio financings where several investments are cross-collateralized,
multiple investments may be subject to the risk of loss. As a result, the Clients could lose their interests in
performing investments in the event such investments are cross-collateralized with poorly performing or
non-performing investments. In addition, recourse debt, which the Firm reserves the right to obtain, may
subject other assets of a Client’s investments to risk of loss. As a general matter, the banks and dealers
that provide financing to a Client can apply essentially discretionary margin, “haircut,” financing, security
and collateral valuation policies. Changes by banks and dealers to such policies, or the imposition of other
credit limitations or restrictions, whether due to market circumstances or governmental, regulatory or
judicial action, may result in margin calls, loss of financing, forced liquidation of positions at
disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to
agreements with other banks or dealers. Any such adverse effects may be exacerbated in the event that
such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about
the same time. The imposition of such limitations or restrictions could compel a Client to liquidate all or
a portion of its portfolio at disadvantageous prices.
Debt Instruments The Clients may invest in private and government debt securities and instruments. It is possible that the
debt instruments in which the Clients may invest may be unrated, and whether or not rated, the debt
instruments may have speculative characteristics. The issuers of such instruments (including sovereign
issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may
undermine the issuer's ability to make timely payment of interest and principal. Such instruments are
regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations and involve major risk exposure to adverse
conditions. In addition, an economic recession could severely disrupt the market for most of these
instruments and may have an adverse impact on the value of such instruments. It also is likely that any
such economic downturn could adversely affect the ability of the issuers of such instruments to repay
principal and pay interest thereon and increase the incidence of default for such instruments.
Although any particular debt instrument often will share features with other debt of its type, its actual
terms will have been a matter of negotiation and will thus be unique. Any particular debt instrument may
contain terms that are not standard and that provide less protection to creditors than might be expected,
including with respect to covenants, events of default, security or guarantees. Issuers of such debt
securities and instruments may have, or may be permitted to incur, other debt that rank equally with, or
senior to, the debt instruments in which the Clients invests. By their terms, such debt instruments may
entitle the holders to receive payment of interest or principal on or before the dates on which a Client is
entitled to receive payments with respect to its investments. These debt instruments would usually
prohibit the debt issuer from paying interest on or repaying the investments of a Client in the event and
during the continuance of a default under such debt instrument. Also, in the event of insolvency,
liquidation, dissolution, reorganization or bankruptcy of such a debt issuer, holders of debt instruments
ranking senior to a Client’s investment in that issuer would typically be entitled to receive payment in full
before that Client receives any distribution in respect of its investment. After repaying such senior
creditors, such issuer may not have any remaining assets to use for repaying its obligation to the Client.
In the case of debt instruments ranking equally with debt instruments in which a Client invests, a Client
would have to share on an equal basis any distributions with other creditors holding such debt
instruments in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the
relevant issuer.
Equity Securities The Clients may invest in equity and equity-related securities of U.S. and non-U.S. issuers. Equity securities
fluctuate in value in response to many factors, including the activities, results of operations and financial
condition of individual issuers, the business market in which individual companies compete, industry
market conditions, interest rates and general economic environments. In addition, domestic and
international political environments, events of terrorism and natural disasters may be unforeseeable and
contribute to market volatility in ways that may adversely affect investments made by the Clients.
Derivatives The Clients may invest in interest rate, credit, equity and other derivatives through, without limitation,
warrants, options, swaps, convertible securities, notional principal contracts, contracts for difference,
forward contracts, futures contracts and options thereon, and may use derivative techniques for hedging
and for other trading purposes. The use of derivative instruments involves a variety of material risks,
including the potentially high degree of leverage often embedded in such instruments and the possibility
of counterparty non-performance as well as of material and prolonged deviations between the theoretical
and realizable value of a derivative (
i.e., due to nonconformance to anticipated or historical correlation
patterns). These anticipated risks (and other risks that may not be anticipated) may make it difficult as
well as costly to a Client to close out positions in order either to realize gains or to limit losses.
Limited Liquidity in the Funds An investment in the Funds is suitable only for certain sophisticated investors that have no need for
immediate liquidity in their investment. Such an investment provides limited liquidity because interests
are not freely transferable. Additionally, an investor in Funds is only entitled to withdraw from a Fund
according to the terms of the Fund’s governing documents, which generally stipulate “lock-up periods”
and limit the amount of capital an investor can withdraw at any specific time.
Counterparty Risk The Firm has and expects to continue to establish relationships to obtain financing and prime brokerage
services that permit the Clients to trade in any variety of markets or asset classes over time; however,
there can be no assurance that the Firm will be able to maintain such relationships or continue to establish
such relationships. An inability to establish or maintain such relationships would limit the Clients’ trading
activities and could create losses, preclude the Clients from engaging in certain transactions, financing
and prime brokerage services and prevent the Clients from trading at optimal rates and terms. Moreover,
a disruption in the financing and prime brokerage services provided by any such relationships before the
Firm establishes additional relationships could have a significant impact on the Firm’s business due to the
Clients’ reliance on such counterparties.
Dependence on Key Individuals The success of the Firm depends upon the ability of its investment professionals, and in particular Mr.
Birnbaum, to develop and implement investment strategies that achieve the Clients’ investment
objectives. If the Firm were to lose the services of Mr. Birnbaum, the consequence to the Clients could
be material and adverse.
Side Letters; Different Terms of Interests The Funds and the Firm may enter into agreements, commonly referred to as “side letters,” or issue
interests to certain investors that, in each case, establish terms of investment that are more favorable
than the terms of investment that are generally available to investors including, among other things, (i)
greater transparency into a Fund’s portfolio, (ii) different or more favorable withdrawal rights such as
more frequent withdrawals or shorter withdrawal notice periods, (iii) greater information than may be
provided to other investors, (iv) different fee and allocation terms, (v) more favorable transfer rights
and/or (vi) different portfolios. The Funds may issue such interests and the Funds or the Firm may enter
into such side letters without notice to, or the consent of, the other investors.
General Economic and Market Conditions The success of the Firm’s activities will be affected by general economic and market conditions, such as
interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws
relating to taxation of the Partnership's investments), trade barriers, currency exchange controls, energy
prices, commodity prices and national and international political circumstances (including government
intervention in financial markets, wars, terrorist acts or security operations). These factors may affect the
level and volatility of securities prices and the liquidity of the Clients’ investments. Volatility or illiquidity
could impair the Clients’ profitability or result in losses. The Firm’s Clients may maintain substantial
trading positions that can be adversely affected by the level of volatility in the financial markets.
Cybersecurity The Firm and its service providers are subject to risks associated with a breach in cybersecurity.
Cybersecurity is a generic term used to describe the technology, processes and practices designed to
protect networks, systems, computers, programs and data from both intentional cyber-attacks and
hacking by other computer users as well as unintentional damage or interruption that, in either case, can
result in damage and disruption to hardware and software systems, loss or corruption of data, and/or
misappropriation of confidential information. For example, information and technology systems are
vulnerable to damage or interruption from computer viruses, network failures, computer and
telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by
their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods,
hurricanes and earthquakes. Such damage or interruptions to information technology systems may cause
losses to (i) the Clients, by affecting their ability to calculate net asset value or impeding or sabotaging
trading, or (ii) individual investors by interfering with the processing of Limited Partner transactions. A
cybersecurity breach could expose both the Clients and the Firm (which, in certain circumstances, will be
entitled to indemnity from the Clients) to substantial costs (including, without limitation, those associated
with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity,
identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the
dissemination of confidential and proprietary information and reputational damage), civil liability as well
as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals
from a Fund. Clients and investors could also be exposed to losses resulting from unauthorized use of
personal information. While the Firm has implemented various measures to manage risks associated with
cybersecurity breaches, including establishing business continuity plans and systems designed to prevent
cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that
certain risks have not been identified. Similar types of cybersecurity risks also are present for issuers of
securities in which the Clients invest, which could affect their business and financial performance,
resulting in material adverse consequences for such issuers, and causing investments by Clients in such
securities to lose value.
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Disciplinary Information In the past ten years, there have been no legal or disciplinary events involving either Tilden Park or any of
its management persons that are material to Tilden Park’s advisory business.
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Other Financial Industry Activities and Affiliations A. Neither Tilden Park 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. Each Relying Adviser is a member of the National Futures Association and registered with the
Commodity Futures Trading Commission as a commodity pool operator. As a result of these registrations,
Samuel Alcoff and Joshua Birnbaum are registered as associated persons of the Relying Advisers in
accordance with the rules, regulations and bylaws of the National Futures Association. Other than as set
forth in this Item 10.B, neither Tilden Park 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 Relying Advisers and General Partners of the Funds are affiliated with Tilden Park by common ownership. Tilden Park’s Relying Advisers, General Partners, employees and the persons acting on its
behalf are subject to the registered adviser’s supervision and control and are therefore “persons
associated with” the registered adviser and subject to Tilden Park’s compliance program. Please refer to
Item 10.B above for disclosures regarding Tilden Park’s affiliated commodity pool operators. Neither
Tilden Park nor any of its management persons have any other relationships or arrangements with any
related persons that are financial services companies that pose material conflicts of interest.
D. Tilden Park does not recommend or select other investment advisers for its Clients and receive
compensation from those advisers.
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Code of Ethics, Participation or Interests in Client Transactions and Personal Trading A. Tilden Park has adopted a Code of Ethics (the “Code”), which describes the Firm’s fiduciary duties
and responsibilities to its Clients and requires that the Firm’s employees to (i) place Clients’ interests
before the Firm’s and its employees’ interests, (ii) act in good faith and in an ethical manner and (iii)
identify and manage conflicts of interest to the extent that they arise. Tilden Park’s employees are also
required to comply with applicable provisions of the federal securities laws and make prompt reports to
the Firm or other appropriate party of any actual or suspected violations of such laws by Tilden Park or its
employees. In addition, the Code sets forth formal policies and procedures with respect to the personal
securities trading activities of Tilden Park’s employees. The Code prohibits employees from engaging in
personal trading in the securities of issuers on the Firm’s restricted lists, requires employees to provide
duplicate brokerage accounts statements to the Firm or to report all securities transactions and holdings
on a quarterly and annual basis, respectively. The Code also includes policies and procedures to prevent
the misuse and disclosure of material nonpublic information and other confidential information, as well
as policies and procedures addressing conflicts of interest, outside activities of employees, gifts and
business entertainment, and political contributions. Tilden Park will provide a complete copy of its Code
to any Fund investor, Client or prospective Client upon request to (212) 754-1700 or
info@tildenparkcapital.com.
B. Tilden Park manages multiple master-feeder structures. Consistent with a traditional master-feeder structure, Tilden Park feeder funds invest their assets in a master fund. Tilden Park does not
anticipate that a conflict of interest will result from its master-feeder arrangements. Each Fund’s
respective offering memorandum provides additional disclosures with respect to Tilden Park’s master-
feeder arrangements. Further, a Fund may invest in another Fund outside of a master-feeder
arrangement (
e.g., without limitation, Tilden Park Investment Master Fund LP is invested in Tilden Park
Liquid Mortgage Master Fund LP). When a Fund invests in another Fund (including when such investment
is made outside of a master-feeder arrangement), fees are waived, adjusted or offset to the extent
necessary to avoid layering or duplication.
Tilden Park, its employees, or a related entity (collectively “Related Persons”) have committed their own
capital to the Funds. Thus, although the Funds may, at times, buy or sell securities in which Related
Persons have a financial interest, the capital that Related Persons have in the Funds aligns the interests of
the Funds and Related Persons, and helps to mitigate potential conflicts that may exist.
C. Tilden Park generally restricts personal investment in the same securities that the Firm or any
Related Person recommends to Clients, as such activity may present an inherent conflict of interest to
favor personal investment transactions over Client transactions. To address this and any related conflict
of interest, the Firm maintains personal trading pre-clearance requirements and restricted lists (which,
among other things, prohibit employees from investing in all securitized products (
e.g., CMBS, RMBS, ABS,
Agency CMO, etc.) and securities held by Clients) in the Code. In limited circumstances (
e.g., without
limitation, if an employee acquired a position prior to joining the Firm), the Firm and its Related Persons
may recommend securities to its Clients in which its employees are already invested.
D. Neither Tilden Park nor any related person recommends securities to Clients, or buys or sells
securities for Client accounts, at or about the same time the Firm or any related person buys or sells a
material amount of the same securities for their own accounts.
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Brokerage Practices A.1. Tilden Park generally has the authority to select the broker-dealers used in Client transactions
and to negotiate the fees paid to the broker-dealers in connection with such transactions. Tilden Park
places trades for Client accounts subject to its fiduciary duties, including the duty to seek best execution
for Clients’ securities transactions. In choosing broker-dealers for Client transactions and determining the
reasonableness of broker-dealer compensation, Tilden Park generally seeks the best combination of
brokerage expenses and execution quality. Factors considered by Tilden Park include, but may not be
limited to: the ability of the brokers or dealers to effect the transactions (
i.e., the access of the brokers or
dealers to the asset in which Tilden Park desires to transact) and, when multiple brokers or dealers are
able to effect a transaction, the ability of the brokers or dealers to effect the transactions at the best price,
their facilities, reliability and financial responsibility, and the use of brokerage or research products or
services which Tilden Park considers to be of benefit to its Clients. Selecting broker or dealers on the basis
of considerations that are not limited to commission rates may result in higher transaction costs than
would otherwise be obtainable. Tilden Park is not required to solicit competitive bids for execution
services or to select the broker or dealer that charges the lowest transaction cost. Accordingly, the
transactions costs (or dealer markups and markdowns arising in connection with riskless principal
transactions) charged to a Client by broker-dealers in the foregoing circumstances may be higher than
those charged by other brokers who may not offer such services.
Tilden Park does not engage in formal soft dollar arrangements with counterparties.
Tilden Park may receive products or services from counterparties that, to the best of Tilden Park’s
knowledge, are of the type that are generally made available to similarly situated institutional clients of
such counterparties. Products and services provided to Tilden Park by counterparties may include,
without limitation, proprietary or third-party research, special execution capabilities, monthly broker
pricing, economic and market information, industry and company and sector comments, technical data,
recommendations, general reports, efficiency of execution and error resolution, quotation services, the
availability of stocks to borrow for short sales, marketing assistance and access to capital introduction
services, consulting services (including with respect to, without limitation, technology, operations and/or
equipment), and similar services. Many of these products and services are made available to Tilden Park
on an unsolicited basis and without regard to transaction costs charged or the volume of business Tilden
Park directs to counterparties. However, Tilden Park may not receive those products and services
provided by a prime broker or custodian if Client accounts were not held at such prime broker or
custodian.
Certain of the above products and services may primarily or solely benefit Tilden Park and/or many, but
not necessarily all, of its Clients. Tilden Park may have a conflict and incentive to select or recommend a
counterparty (including brokers and prime brokers) based on its interest in receiving products and services
as disclosed above. Further, if Tilden Park receives products or services as a result of doing business with
a counterparty, Tilden Park will receive a benefit because it does not have to produce or pay for those
products or services.
To mitigate (potential) risks and conflicts associated with trading, the Firm has implemented written
compliance policies and procedures, including a policy to seek best execution for Clients’ securities
transactions. Further, to the extent applicable, Tilden Park’s policy is to follow the safe harbor in Section
28(e) of the Securities Exchange Act of 1934 and periodically make a good faith determination that the
amount of commissions paid is reasonable in light of the products or services provided by a broker or
dealer.
2. Tilden Park does not consider Client referrals when selecting or recommending a broker-dealer. 3. Tilden Park does not engage in directed brokerage.
B. Tilden Park seeks to allocate investment opportunities in a manner that is in the best interest of all Clients. Tilden Park owes each Client a duty of loyalty and a duty to act in the Client’s best interests.
Accordingly, under no circumstances will Tilden Park intentionally favor one Client over another.
The Firm has an inherent conflict of interest in allocating investment opportunities as a result of both the
relative compensation it receives and relative investor compensation among its Clients. Accordingly, it is
the policy of Tilden Park to allocate investment opportunities fairly and equitably over time. When it is
determined that it would be appropriate for multiple Clients to participate in an investment opportunity,
Tilden Park will ordinarily seek to execute orders for all such Clients on an equitable basis, to be allocated
fairly among those accounts. Tilden Park determines for which of its Clients in a respective investment is
considered appropriate and the allocation of such investment among such accounts, taking into account
such factors as, without limitation: (a) the relative amounts of capital available for new investments; (b)
relative exposure to market trends; (c) the investment programs and portfolio positions of all such Clients;
(d) whether the risk-return profile of the proposed investment is consistent with the Client’s objectives;
(e) the potential for the proposed investment to create an imbalance in the Client’s portfolio; (f) liquidity
requirements; (g) potentially adverse tax consequences; (h) regulatory restrictions that would or could
limit a Client’s ability to participate in a proposed investment; and (i) the need to adjust the risk in the
Client’s portfolio. Such considerations may result in allocations among the Clients on other than a
pari
passu basis. Orders may be combined for Clients, and if any order is not filled at the same price, they may
be allocated on an average price basis or on any other basis deemed fair and equitable by Tilden Park.
Similarly, if such an order cannot be fully executed under prevailing market conditions, securities may be
allocated on a basis that Tilden Park considers fair and equitable.
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Review of Accounts A. Tilden Park’s Chief Investment Officer, Chief Risk Officer, Chief Financial Officer and Chief
Operating Officer review the contents of the Clients’ portfolios informally on a continual basis.
B. The Firm does not utilize any specific criteria to trigger a review of Client investments at this time.
Nevertheless, as noted in Item 13.A above, Tilden Park reviews the contents of the Clients’ portfolios
informally on a continual basis.
C. Within 120 days after the Firm’s fiscal year-end, written audited financial statements are
delivered to each investor in the Funds. The Firm also intends for investors to receive written unaudited
performance information for the Funds after each month, as well as a monthly report providing additional
detail on the Funds’ investments. Such reports will include the value of such investor’s interest in the
Fund as determined based on the unaudited fair market value of the holdings in the respective Fund.
Managed Accounts may receive reports as negotiated and reflected in the related investment advisory
agreement.
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Client Referrals and Other Compensation A. No one other than the Clients provides an economic benefit to Tilden Park for providing
investment advice or other advisory services to the Clients.
B. Neither Tilden Park nor any related person directly or indirectly compensates any person who is
not a supervised person for Client referrals.
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Custody The Firm adheres to the applicable requirements of Rule 206(4)-2 of the Investment Advisers Act of 1940,
as amended (the “Custody Rule” and such act, the “Advisers Act”) with respect to each Fund for which it
or an affiliate serves as general partner or managing member and ensures that Fund assets are custodied
with at least one qualified custodian. The Firm’s CFO is responsible for arranging for the annual audits of
the Funds by an independent auditor in accordance with generally accepted accounting principles, and
for delivery of the Funds’ audited financial statements to investors within 120 days of the Funds’ fiscal
year end. The Firm does not have custody over the assets of Managed Accounts, as set forth in each
Managed Account’s governing documents. Tilden Park will comply with the Custody Rule for any
Managed Account should the Firm be deemed to have custody.
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Investment Discretion Tilden Park has discretionary authority to manage the assets of its Clients. This authority is granted to
Tilden Park through an investment advisory agreement, or similar agreement, signed by the Client and
Tilden Park or one of its affiliates. Limitations on Tilden Park’s discretionary authority are included in such
investment advisory or similar agreements, Fund offering documents and/or Tilden Park’s internal
compliance policies and procedures.
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Voting Client Securities In the event that any Funds come into possession of securities with voting rights, the Firm has the
authority to vote proxies. In accordance with its fiduciary duty to clients and Rule 206(4)-6 of the Advisers
Act, Tilden Park has adopted and implemented written policies and procedures governing the voting of
Client securities.
The Firm’s policy is to vote proxies, or abstain from voting, solely in the best interests of its Clients. Tilden
Park will vote all proxies in a prudent manner, considering the prevailing circumstances at such time and
in a manner consistent with its fiduciary duties to its Clients. Proxy voting decisions are generally a
collaborative effort amongst members of the Firm’s investment team. Clients may not direct Tilden Park
to vote proxies in a particular solicitation.
Should Tilden Park identify a material conflict of interest in voting a proxy, Tilden Park may defer to the
voting recommendation of an independent third party provider of proxy services, or take such other
action that Tilden Park determines to be in the best interest of its Clients.
Clients may obtain a copy of the Firm’s proxy voting policies and can arrange to view information about
how proxies were voted on-site by contacting us at (212) 754-1700 or info@tildenparkcapital.com.
For Managed Accounts, Tilden Park generally does not accept proxy voting authority, formally advise on
particular solicitations or forward proxies. Managed Accounts should contact their third-party managers
and/or custodian(s) with questions about receiving proxies and the process for voting on such proxies.
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Financial Information Tilden Park is not required to include a balance sheet for its most recent fiscal year, does not believe there
are any financial conditions reasonably likely to impair its ability to meet contractual commitments to
Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.
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