ADVISORY BUSINESS
A. General Description of Advisory Firm. Junto Capital Management LP (the "Investment Adviser" “we,” and “us”) is a Delaware limited partnership that was formed in 2013 and began advising outside capital in January 2014. Our sole office is in New York City. We currently provide investment advisory services to private investment vehicles in a single master-feeder structure (the “Funds”). We are controlled by our principal owner, James Parsons (the "Principal Owner"), who is a limited partner of the Investment Adviser. The Principal Owner also acts as the managing member of the Investment Adviser’s general partner, Junto GP LLC, a Delaware limited liability company. B. Description of Advisory Services. This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. We serve as the investment adviser, with discretionary trading authority, to the following Funds: (1) Junto Capital Partners LP, a Delaware limited partnership (the "Domestic Fund"); (2) Junto Offshore Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund", and together with the Domestic Fund, the "Feeder Funds"); (3) Junto Intermediate Fund Ltd., a Cayman Islands exempted company (the "Intermediate Fund"; and (4) Junto Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). From time to time the Feeder Funds offer their securities on a private placement basis to certain eligible investors. The Domestic Fund and the Offshore Fund, through its investment in the Intermediate Fund, invest substantially all of their assets through the Master Fund. Junto Capital Partners GP LLC (the "Fund General Partner") serves as the general partner of the Domestic Fund and as the manager of the Intermediate Fund. While we serve as investment adviser to each of the above Funds, all or substantially all of the assets of the Feeder Funds and the Intermediate Fund are invested in the Master Fund. The Investment Adviser employs an investment process grounded in fundamental analysis and valuation assessment to identify an attractive opportunity set within a universe of companies, and to build a concentrated portfolio of investments comprised of the long and short ideas that it believes have the most attractive risk/reward. The investment process focuses on identifying differentiated drivers of businesses that influence revenue, profitability and valuation, as well as strategic capital allocation decisions by companies’ management teams which may have a meaningful impact on stock prices. The Master Fund invests in individual equity securities, both long and short. The assets of the Feeder Funds may be invested through the Master Fund or otherwise, in interests commonly referred to as securities, other financial instruments of U.S. and non-U.S. entities and other assets, including, without limitation, equity securities, equity and other derivative products, including, without limitation, forward and futures contracts (and options thereon) relating to stock indices, currencies, U.S. Government securities, swaps, options, forward rate agreements, spot and forward currency transactions, exchange traded funds and similar financial instruments, money market funds, and obligations of the U.S. Government. The Master Fund may hold both long and short positions in financial instruments. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client's investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Please see Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss” for more information regarding the strategies that we employ in managing the Funds. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be "accredited investors" as defined in Regulation D, "qualified purchasers" as defined in the Investment Company Act, or non-“U.S. Persons” as defined in Regulation S. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. C. Availability of Customized Services for Individual Clients. Our investment decisions and advice with respect to each Fund will be subject to each Fund's investment objectives and guidelines, as set forth in its respective offering documents. D. Wrap Fee Programs. We do not currently participate in any Wrap Fee Programs. E. Assets Under Management. As of December 31, 2019, we managed approximately $4,180,178,226 of Regulatory Assets Under Management on a discretionary basis. We do not manage any assets on a non- discretionary basis. please register to get more info

FEES AND COMPENSATION
A. Advisory Fees and Compensation. The fees applicable to each Fund are set forth in detail in each Fund's offering documents. A brief summary of such fees is provided below. 1. Domestic Fund Management Fee. Generally, the Domestic Fund pays the Investment Adviser a fee for investment management services (the "Management Fee") for each month equal to 0.125% (1.50% annualized) of the beginning net asset value of each capital account (after giving effect to any adjustments, as described in the Domestic Fund’s offering documents) of an investor for such month. If the aggregate net asset value of the Feeder Funds falls below $1 billion as of the beginning of any month, the Management Fee rate for all investors in the Domestic Fund will be increased to 0.146% (1.75% annualized) for such month. If the aggregate net asset value of the Feeder Funds subsequently exceeds $1 billion as of the beginning of any month, the Management Fee rate for all investors in the Domestic Fund will be decreased to 0.125% (1.50% annualized) for such month. The Management Fee is calculated and paid in advance. The Management Fee will be prorated for any capital contribution or withdrawal by an investor that is effective other than as of the first day of a month. In the sole discretion of the Investment Adviser, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. The Fund General Partner and investors who are employees of the Investment Adviser will not be charged the Management Fee. Incentive Allocation. Generally, at the end of each fiscal year of the Domestic Fund, the Fund General Partner is entitled to an incentive allocation (the "Domestic Incentive Allocation") in an amount equal to 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of securities held in the Domestic Fund's portfolio) allocated to an investor's capital account for such fiscal year after deducting the Management Fee debited to such investor's capital account for such fiscal year, subject to a loss carryforward mechanism. In the event that the Domestic Fund is terminated or an investor withdraws other than at the end of a fiscal year, then for purposes of determining the Domestic Incentive Allocation allocable at such time to the Fund General Partner, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. In the sole discretion of the Fund General Partner, the Domestic Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. Investors who are employees of the Investment Adviser will not be subject to the Domestic Incentive Allocation. 2. Offshore Fund Management Fee. Generally, the Offshore Fund pays the Investment Adviser a Management Fee for each month equal to 0.125% (1.50% per annum) of the net asset value of each series of shares as of the beginning of such month. If the aggregate net asset value of the Feeder Funds falls below $1 billion as of the beginning of any month, the Management Fee rate for all investors in the Offshore Fund will be increased to 0.146% (1.75% per annum) for such month. If the aggregate net asset value of the Feeder Funds subsequently exceeds $1 billion as of the beginning of any month, the Management Fee rate for all investors in the Offshore Fund will be decreased to 0.125% (1.50% per annum) for such month. The Management Fee is calculated and paid in advance. The Management Fee will be prorated for any subscription or redemption by an investor that is effective other than as of the first day of a month. In the sole discretion of the Investment Adviser, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. Incentive Allocation. Generally, at the end of each fiscal year of the Intermediate Fund, the Fund General Partner is entitled to an incentive allocation (the "Offshore Incentive Allocation", and together with the Domestic Incentive Allocation, the "Performance Compensation") in an amount equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of shares of the Offshore Fund, adjusted for any redemption of shares in the series made during the year and any accruals of the Offshore Incentive Allocation and subject to a loss carryforward mechanism. In the event that shares are redeemed other than at the end of a fiscal year, the Offshore Incentive Allocation will be determined solely with respect to the shares so redeemed as of the redemption date. In the sole discretion of the Fund General Partner, the Offshore Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. B. Payment of Fees. Fees and compensation paid to the Investment Adviser or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed above, Management Fees are generally deducted on a monthly basis, and Performance Compensation is generally deducted on an annual basis or upon a redemption from the fund where Performance Compensation is owed. C. Additional Fees and Expenses. Each client bears its own expenses, including, without limitation, the Management Fee; the Performance Compensation; investment-related expenses (e.g., brokerage commissions and transaction costs (see Item 12), clearing and settlement charges, custodial fees, interest expense, research-related expenses (including legal fees associated therewith, and directly or indirectly via “hard dollars” or “soft dollars”), including, without limitation, third-party research, and market data, including research and market data that may be considered “big data” or “alternative data”, news and quotation equipment and services (including fees for data and software providers)), third party trading-related software, including trade order management software (i.e., software used to route trade orders), sales and use taxes incurred in connection with such preceding expenses, legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Funds and for their respective portfolios), insurance costs incurred in connection with the Funds' business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for the Funds’, the Intermediate Fund's and the Master Fund's directors and the Fund General Partner, the Investment Adviser and their affiliates), accounting, audit and tax preparation expenses, expenses relating to the offer and sale of the interests in the Funds, entity-level taxes, fees and expenses of the Funds' administrator and the Funds’, the Intermediate Fund's and the Master Fund's directors and officers (including any AML Officers), expenses related to the maintenance of the Funds' registered office, corporate licensing, extraordinary expenses and other similar expenses. See Item 12 for further discussion regarding brokerage and “soft dollars”. D. Additional Compensation and Conflicts of Interest. Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. please register to get more info

PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Item 5 describes the Performance Compensation that the Fund General Partner receives from the Funds. We and our affiliates accept performance-based compensation from every client (other than clients that are not assessed performance-based compensation because it is assessed through another entity in a single master-feeder or similar structure). As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. Performance-based compensation may create an incentive for us to make investments that are riskier or more speculative than would be the case in the absence of a right to performance-based compensation. In addition, as all or substantially all of our Feeder Funds’ assets are invested in the Master Fund, the potential for conflicts of interest in allocating opportunities is greatly reduced. please register to get more info

TYPES OF CLIENTS
Our clients are the Funds, as described above. The investors in the Funds include, without limitation, charitable foundations, endowments, pension plans, sovereign entities, funds of funds, investment companies, trusts and high net worth individuals. The offering memorandum for each Fund sets forth the required minimum amounts for investment by investors in such Fund. These minimum investment amounts generally do not apply to investors who are employees of the Investment Adviser. please register to get more info

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that we offer to clients, and investment strategies pursued and investments made by us on behalf of its clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client's investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Investment Objective The investment objective of the Funds (through their investments in the Master Fund) is to compound returns at a high rate over the long-term with reasonable risk. In pursuing this objective, the Investment Adviser employs an investment process grounded in fundamental analysis and valuation assessment to select investments in equity securities in the United States and globally, including, but not limited to, the following sectors and related sub-sectors: Business Services; Consumer; Financials; and Technology, Media and Telecommunications ("TMT"). The Master Fund may cover additional sectors in the future. The goal of the investment process is to generate a positive "Long/Short Spread", defined as the difference between the unlevered performance of the long portfolio and the unlevered performance of the short portfolio. Both long and short positions represent a critical part of the investment program, selected based on their own merit, in anticipation that they will contribute to the profitability of the Master Fund and, in the case of short positions, mute the impact of major declines in the market. The Investment Adviser does not attempt to have a view on the overall direction of the market but seeks to own long positions that will increase in value and short positions that will decrease in value, thus generating positive Long/Short Spread. Investment Strategy The Master Fund invests primarily in liquid listed equity securities as well as equity-related securities and derivatives. The Master Fund does not invest in private investments. The Master Fund typically operates with a relatively low net exposure and performance is expected to be driven by individual stock selection rather than short-term fluctuations and movements in the markets. The net exposure generally ranges between 30-40%, with some variation at the discretion of, and when deemed appropriate by, the Principal Owner. The portfolio will typically operate with gross exposure between approximately 140-160% (not to exceed 250%). The Investible Universe (as defined below) broadly consists of mid- to large- capitalization companies within each sector of coverage. The investment process focuses on identifying differentiated drivers of businesses that influence revenue, profitability and valuation, as well as strategic capital allocation decisions by the companies' management teams which may have a meaningful impact on stock prices. This analysis typically is used to forecast a company's earnings and cash flow over a 12 to 18 month timeframe, though this is not an absolute limitation on the analysis and valuation timeframe or holding period, which may vary based on factors such as changes in share price and in the company's fundamentals. Investment Process and Portfolio Construction The Principal Owner works with a team of portfolio managers and analysts. Notably, the analysts have primary responsibility for idea generation, developing each idea thoroughly, and building conviction in their best ideas. As analysts progress in their careers and achieve success at the Investment Adviser, the career path allows for them to develop their portfolio management skills, ultimately enabling them to manage capital independently within the current fund structure, subject to risk limits and compliance rules, including, but not limited to, constraints or limits on number of positions and position size. Importantly, all investment professionals are incentivized to generate ideas and profitability for the Master Fund as a whole and not solely to maximize returns on these smaller capital allocations. For those analysts who are also portfolio managers, their portfolios naturally reflect their conviction in each idea and is a meaningful tool for the Principal Owner to determine overall position sizing for the Master Fund. Generally, the investment process begins with each analyst establishing a detailed, fundamental understanding of his or her sector of expertise and companies within that sector. The “Investible Universe” consists of mid- to large-capitalization companies and is determined by the Investment Adviser for each sector of coverage by considering several factors such as sub-sectors, liquidity and market capitalization. Each analyst's Investible Universe currently consists of approximately 80 to 100 companies. The analyst generates investment ideas independently and performs extensive due diligence on the sector and each company to develop deep knowledge of industry dynamics and to understand the drivers of companies’ business models within the sector. The analyst complements initial research and fundamental analysis with a more detailed financial analysis on every long and short idea and advocates to the portfolio manager for inclusion in the portfolio.

In forming long ideas, the analysts target businesses undergoing what they perceive as positive changes in the companies’ business models and operations, thus leading to higher earnings, cash flow and valuations. More specifically, the analysts identify those long ideas as companies with growth characteristics including strong competitive positioning, sustained or improving earnings or significant free cash flow. Analysts seek to identify attractive short ideas in businesses with risk factors such as weak management, broken business models or declining market share. While that is often the focus of the investment process, the Investment Adviser also considers businesses which are perceived as strong, but which present an investment opportunity due to a gap between public perception and the analyst’s own assessment, which is supported by deep fundamental analysis and empirical data. A review between the Principal Owner and analysts compares the most attractive long and short ideas across sectors, refining investment ideas over time. Analysts provide ongoing insights into the companies in the portfolio, and the Principal Owner continuously monitors overall position sizing as portfolio and market dynamics change. The ultimate responsibility for overall portfolio construction, position sizing and risk management rests with the Principal Owner. Financial Instruments The Master Fund invests in individual equity securities, both long and short. The assets of the Feeder Funds may be invested through the Intermediate Fund and/or the Master Fund or otherwise, in interests commonly referred to as securities, other financial instruments of U.S. and non-U.S. entities and other assets, including, without limitation, equity securities, equity and other derivative products, including, without limitation, forward and futures contracts (and options thereon) relating to stock indices, currencies, U.S. Government securities, swaps, options, forward rate agreements, spot and forward currency transactions, exchange traded funds and similar financial instruments, money market funds, and obligations of the U.S. Government. The Master Fund may hold both long and short positions in financial instruments. Risk Management and Portfolio Hedging The Investment Adviser has ultimate responsibility for risk management and continuously monitors the risk across the portfolio including aggregate exposures and individual positions within the portfolio. The overall portfolio is evaluated from a risk perspective in an effort to ensure that the inclusion of investments which, considered individually, have attractive risk-adjusted expected returns, have not resulted in an over-concentration of the portfolio in any particular industry, sector or theme. Through this continued evaluation, the Investment Adviser will seek resolve any cumulative exposures that are determined to impose unwanted or appreciable risk to the portfolio. The Master Fund holds concentrated positions that the Investment Adviser believes offer the best potential for capital appreciation within the overall risk parameters of the portfolio. Each position is evaluated as an independent profit generator and the ratio of long to short positions and net exposure reflect the merit of each individual idea rather than a macro-directional bias. The portfolio generally has a higher concentration level within the positions in which the Investment Adviser has the greatest conviction and the most attractive risk/reward. Positions are sized according to their relative risk adjusted return profile. Generally, no individual long position will be greater than 10% of capital at market, and no single name short position will represent more than 6% of capital at market. The Investment Adviser does not attempt to hedge all market or other risks inherent in the Master Fund’s positions. The Investment Adviser may choose to hedge foreign currency exposure to companies domiciled outside of the United States or companies within the United States that generate revenue or profitability in non-U.S. jurisdictions. However, the Investment Adviser may choose not to hedge, or may deem it to be economically unattractive to hedge due to certain factors or risks including, without limitation, price/cost changes in interest rates, exchange rates, equity prices and volatility. There can be no assurance that the Investment Adviser's risk management techniques and strategies will be successful at all times and in all market conditions. Leverage and Short-Term Cash Management The Master Fund employs leverage which varies from time to time as determined by the Investment Adviser. The portfolio will typically operate with gross exposure between approximately 140-160% (not to exceed 250%), and net exposure of between approximately 30- 40%. Leverage may be used to enhance the Master Fund’s returns and for cash management purposes (i.e., short-term borrowings to make investments in anticipation of additional capital contributions or to fund withdrawals). The Master Fund may also borrow from or obtain a line of credit with established financial institutions. The Master Fund may invest excess cash balances in short-term investments deemed appropriate by the Investment Adviser. Leverage is generally provided by the Prime Brokers, and securities and other assets of the Master Fund are used as collateral. Leverage may be achieved through, among other methods, purchasing financial instruments on margin and also by investing in derivative instruments that are inherently levered, such as options, futures, forward contracts and swaps. B. Material Risks. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. Misconduct of Personnel of the Investment Adviser and of Third-Party Service Providers. The Funds rely on personnel of the Investment Adviser and its affiliates, counterparties and other service providers that are not controlled by the Investment Adviser. Accordingly, risks associated with errors by such personnel are inherent in the business and operations of the Funds. Misconduct by such personnel could cause significant losses to the Funds that may include binding the Master Fund to transactions that are not properly authorized, that present unacceptable risks or that conceal unsuccessful trading activities (which may result in unknown and unmanaged risks or losses). Losses could also result from misconduct by such personnel, including, for example, failing to recognize trades and misappropriating assets. In addition, such personnel may improperly use or disclose confidential information. Notwithstanding the foregoing, the Investment Adviser has adopted measures to prevent and detect misconduct, including an exhaustive process for hiring firm personnel and for engaging with reliable third party service providers. However, such measures may not be effective in all cases. Retention and Motivation of Key Employees. The success of the Funds is dependent upon the talents and efforts of highly skilled individuals employed by the Investment Adviser and the Investment Adviser’s ability to identify willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that the Investment Adviser’s investment professionals will continue to be associated with the Investment Adviser throughout the life of the Funds, and failure to attract or retail such investment professionals could have a material adverse effect on the Funds and the Limited Partners’ investments therein. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of the Investment Adviser’s investment professionals could be replaced. Systems and Operational Risks. The Funds depend on the Investment Adviser to develop and implement appropriate systems for the Funds' activities. On a daily basis, the Funds rely heavily on financial, accounting and other data processing systems to execute and settle transactions across numerous and diverse markets and to evaluate certain securities, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Funds’ activities. Certain of the Funds’ and the Investment Adviser's activities are dependent upon systems operated by third parties, including prime brokers, the administrator, market counterparties and other service providers, and the Investment Adviser may not be in a position to verify the risks or reliability of such third-party systems. However, the Investment Adviser shadows the books and records of the administrator and seeks to detect errors or other issues as soon as practicable. Failures in the systems employed by the Investment Adviser, prime brokers, custodians, ISDA counterparties, the administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Funds’ operations may cause the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Funds’ and investors’ investments therein. Cybersecurity Risk. As part of its business, the Investment Adviser processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds’ and personally identifiable information of the investors. Similarly, service providers of the Investment Adviser and the Funds, especially the administrator, may process, store and transmit such information. The Investment Adviser has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Investment Adviser may be susceptible to compromise, leading to a breach of the Investment Adviser's network. The Investment Adviser's systems or facilities may be susceptible to employee error or malfeasance, government surveillance or other security threats. On-line services provided by the Investment Adviser to the investors may also be susceptible to compromise. Breach of the Investment Adviser's information systems may cause information relating to the transactions of the Funds and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. The service providers of the Investment Adviser and the Funds are subject to the same electronic information security threats as the Investment Adviser. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Investment Adviser's or the Funds’ proprietary information may cause the Investment Adviser or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds and the investors' investments therein. Significant Fees and Expenses. The fees and expenses of the Funds may be significant. The Funds must generate sufficient income to offset such fees and expenses to avoid a decrease in the NAV of the Funds. Incentive Allocation. The General Partner, an affiliate of the Investment Adviser, expects to receive the Incentive Allocation (if any) from the Funds based on the net realized and unrealized appreciation (if any) allocated to each of the capital accounts, and accordingly the amount of the Incentive Allocation will increase with regard to unrealized appreciation as well as realized gains. Accordingly, an Incentive Allocation may be made in respect of unrealized gains which may subsequently never be realized. The Incentive Allocation may also create an incentive for the Investment Adviser (an affiliate of the General Partner) to cause the Master Fund to make investments that are riskier or more speculative than would be the case in the absence of the Incentive Allocation, which is based on the performance of the Funds. Risks of Investments Generally. An investment in the Funds involves risks, including the risk that the entire amount invested may be lost. The Master Fund invests in and actively trades securities and other financial instruments using investment techniques with certain risk characteristics, including, without limitation, risks arising from the volatility of the equity markets and the potential illiquidity of securities and other financial instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that the Funds' investment objective will be achieved. General Economic and Market Conditions. The success of the Master Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Master Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Master Fund’s investments. Volatility or illiquidity could impair the Master Fund’s profitability or result in losses. The Master Fund may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Governmental Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Master Fund’s strategies. Potential Interest Rate Increases. The United States has experienced a decade-long period of historically low interest rate levels. Recently, however, short-term and long-term interest rates have begun to rise. The recovery of the U.S. economy, recent changes in U.S. government policy, including the tapering of the U.S. Federal Reserve Board’s quantitative easing program, and increases in the federal funds rate, increase the likelihood that interest rates will rise in the near future. Any future interest rate increases may result in periods of volatility and cause the value of the securities held by the Master Fund to decrease, which may result in substantial withdrawals from the Funds that, in turn, force the Master Fund to liquidate such securities at disadvantageous prices negatively impacting the performance of the Master Fund. Brexit. The United Kingdom has notified the European Council of its intention to withdraw from the European Union. The ongoing withdrawal process could cause an extended period of uncertainty and market volatility, not just in the United Kingdom but throughout the European Union, the European Economic Area and globally. It is not possible to ascertain the precise impact these events may have on the Master Fund or the Investment Adviser from an economic, financial or regulatory perspective but any such impact could have material consequences for the Master Fund. MiFID II. The package of European Union market infrastructure reforms known as “MiFID II”, in effect from January 3, 2018, is expected to have a significant impact on European capital markets. MiFID II increases regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II has brought in: (i) significant changes to pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venus (including a new transparency regime for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU regulated trading venue; and (iii) a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs. Other regulatory changes, such as an increase in the scope of commodities and commodity derivatives regulation, including position limits and position management powers could similarly lead to liquidity reduction and/or an increase in costs and spreads in the European commodities markets. Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of the Investment Adviser to execute the investment program. Investment and Due Diligence Process. Before making investments, the Investment Adviser conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, the Investment Adviser may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. When conducting due diligence and making an assessment regarding an investment, the Investment Adviser relies on the resources reasonably available to it, which in some circumstances whether or not known to the Investment Adviser at the time, may not be sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. Long/Short. The success of the Master Fund’s long/short investment strategy depends upon the Investment Adviser's ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Master Fund’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Master Fund’s positions were to fail to converge toward, or were to diverge further from values expected by the Investment Adviser, the Funds may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Master Fund to close out one or more positions. Furthermore, the financial and valuation models used to determine whether a position presents an attractive opportunity consistent with the Investment Adviser's long/short strategies may become outdated and inaccurate as market conditions change. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Master Fund’s investments may not adequately compensate for the business and financial risks assumed. Short Selling. The Master Fund engages in short selling. Short selling involves selling securities which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in security prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Master Fund may engage in short sales will depend upon the Investment Adviser's ability to identify and sell short securities that are overvalued. A short sale creates the risk of a potential unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Master Fund of buying those securities to cover the short position. There can be no assurance that the Master Fund will be able to maintain the ability to borrow securities sold short. In such cases, the Master Fund can be "bought in" (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Master Fund may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Master Fund secures a "good borrow" of the securities sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Master Fund to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by the Master Fund. Leverage; Interest Rates; Margin. The use of leverage has attendant risks and can substantially increase the adverse impact to which the Master Fund’s investment portfolio may be subject. The use of leverage will allow the Master Fund to make additional investments above the value of its capital base, thereby increasing its exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the Master Fund’s portfolio. The effect of the use of leverage by the Master Fund in a market that moves adversely to its investments could result in substantial losses to the Master Fund, which would be greater than if the Master Fund were not leveraged. In addition, any leverage used by the Master Fund is subject to the risk that changes in the general level of interest rates and may adversely affect expenses and operating results. In general, any use by the Master Fund of short-term margin borrowings results in certain additional risks. For example, should the securities pledged to brokers to secure the portfolio's margin accounts decline in value, the portfolio could be subject to a "margin call," pursuant to which the portfolio must either deposit additional funds with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of the portfolio's assets, the portfolio might not be able to liquidate assets quickly enough to pay off its margin debt. In the futures and forward markets, margin deposits are typically low relative to the value of the futures contracts purchased or sold. Such low margin deposits are indicative of the fact that any futures or forward contract trading is typically accompanied by a high degree of leverage. Low margin deposits mean that a relatively small price movement in a contract may result in immediate and substantial losses to the investor. To the extent the Master Fund purchases options in the U.S., there is no margin requirement because the option premium is paid for in full. The premiums for certain options traded on non- U.S. exchanges may be paid for on margin. Whether any margin deposit will be required for over- the-counter options and other over-the-counter instruments, will depend on the credit determinations and specific agreements of the parties to the transaction, which are individually negotiated. Lending of Portfolio Securities. The Master Fund may lend securities on a collateralized and an uncollateralized basis from its portfolio to creditworthy securities firms and financial institutions. While a securities loan is outstanding, the Master Fund will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration. The Investment Adviser may select investments that are concentrated in a limited number or types of securities. In addition, the Master Fund’s portfolios may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Lack of Control. The Master Fund invests in securities of companies that it does not control. The Master Fund will be subject to the risk that the issuer may make business, financial or management decisions with which the Master Fund does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Master Fund’s interests. Hedging Transactions. The Master Fund invests in both long and short positions and expect that each position will be evaluated as an independent profit generator. The Investment Adviser is not required to, and does not attempt to, hedge market risks or other risks inherent in the Master Fund’s positions. In addition, the Investment Adviser may not anticipate a particular risk so as to hedge against it. The Master Fund, however, may utilize a variety of financial instruments (including options and derivatives), both for investment purposes and (to the extent desired) for risk management purposes in order to: (i) protect against possible changes in the market value of the Master Fund’s investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the unrealized gains in the value of the Master Fund’s investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Master Fund’s portfolio; (v) hedge the interest rate or currency exchange rate on any of the Master Fund’s liabilities or assets; (vi) protect against any increase in the price of any securities the Master Fund anticipates purchasing at a later date; or (vii) for any other reason that the Investment Adviser deems appropriate. The success of the Investment Adviser's hedging is subject to the Investment Adviser's ability to correctly assess the degree of correlation between the performance of the instruments used to hedge and the performance of the investments in the portfolios being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the instances when the Investment Adviser hedges portfolio positions in the Master Fund is also subject to the Investment Adviser's ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While the Master Fund may enter into certain hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Master Fund than if they had not engaged in any such hedging transactions. For a variety of reasons, the Investment Adviser may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Master Fund from achieving the intended hedge or expose the Master Fund to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of the Master Fund’s portfolio holdings. Fundamental Analysis. The Investment Adviser's investment process is grounded in fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data are inaccurate or that other market participants have developed, based on such data, trading strategies similar to the Master Fund’s trading strategies, the Master Fund may not be able to realize its investment goals. In addition, fundamental market information is subject to interpretation. To the extent that the Investment Adviser misinterprets the meaning of certain data, the Funds may incur losses. Analytical Model Risks. The Master Fund employs certain strategies which depend upon the reliability, accuracy and analysis of the Investment Adviser's analytical models. To the extent such models (or the assumptions underlying them) do not prove to be correct, the Master Fund may not perform as anticipated, which could result in substantial losses. All models ultimately depend upon the judgment of the Investment Adviser and the assumptions embedded in them. To the extent that with respect to any investment, the judgment or assumptions are incorrect, the Funds can suffer losses. Investing in Technology Companies. The Master Fund may invest a portion of its assets in technology companies. Investing in securities and other instruments of technology companies involves substantial risks. These risks include: the fact that certain companies in the portfolio of the Master Fund may have limited operating histories; rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; scarcity of management, engineering and marketing personnel with appropriate technological training; the possibility of lawsuits related to technological patents; changing investor sentiments and preferences with regard to technology sector investments (which are generally perceived as risky) with their resultant effect on the price of underlying securities; and volatility in the stock markets affecting the prices of technology company securities, which may cause the performance of the Master Fund to experience substantial volatility. Investing in Media and Telecommunications Companies. The Master fund may invest in media companies (which may engage in the production or distribution of television, film, radio, internet and other content) and telecommunications companies (which may provide traditional and wireless telephone services, paging, data transmission services, equipment retailing and internet services). Whereas traditionally media and telecommunications companies were considered to be in different sectors, these sectors have increasingly converged and oftentimes overlap in the services they provide. Companies in the media and telecommunications sectors may encounter distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in formulating new products and services using new technology. In addition, media and telecommunications companies may be subject to greater price volatility than the overall market due to a variety of factors, including: changing government regulations, changing consumer tastes, intense competition, and strong market reactions to technological developments throughout the industry. Investing in Consumer Companies. The Master Fund may invest in companies in the consumer sector. The success of consumer product manufacturers and retailers is tied closely to the performance of the overall domestic and global economy, interest rates, competition and consumer confidence. Success depends heavily on disposable household income and consumer spending. Also, companies in the consumer discretionary sector may be subject to severe competition, which may have an adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products and services in the marketplace. Investing in Certain Financial Institutions. The Master Fund may invest in financial instruments issued by financial institutions, such as investment and commercial banks, insurance companies, savings and loan associations, mortgage originators and other companies engaged in the financial services industry (collectively, "financial institutions"). In addition, financial institutions will act as counterparties to the Master Fund in connection with the Master Fund’s investment activities, and will provide prime brokerage, custodial and ISDA services to the Master Fund. The Master Fund may also gain exposure to these entities through derivative transactions. In the course of conducting their business operations, financial institutions are exposed to a variety of risks that are inherent to the financial services industry, including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads caused by global and local market and economic conditions; credit-related losses that can occur as a result of an individual, counterparty or issuer being unable or unwilling to honor its contractual obligations; the potential inability to repay short-term borrowings with new borrowings or assets that can be quickly converted into cash while meeting other obligations; operational failures or unfavorable external events; potential changes to the established rules and policies of various U.S. and non-U.S. legislative bodies and regulatory and exchange authorities, such as federal and state securities, bank regulators and industry participants; risks associated with litigation, investigations and/or proceedings by private claimants and governmental and self- regulatory agencies arising in connection with a financial institution's activities; and its continuing ability to compete effectively in the market. Over the past few years, many financial institutions have announced writedowns and losses relating to their exposures to the U.S. subprime market. Other areas of financial institutions' businesses that have not yet been adversely affected by the illiquidity in mortgage and lending markets could be adversely affected if current conditions in the credit market spread to other sectors. While financial institutions seek to manage these and other risks through risk management policies and procedures, there can be no assurance that such any financial institution's risk management practices will be effective. Necessity for Counterparty Trading Relationships; Counterparty Risk. The Master Fund expects to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Master Fund to trade in any variety of markets or asset classes over time; however, there can be no assurance that the Master Fund will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships would limit the Master Fund’s trading activities, and could create losses, preclude the Master Fund from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent the Master Fund from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before the Master Fund establishes additional relationships could have a significant impact on the Master Fund’s business due to the Master Fund’s reliance on such counterparties. Some of the markets in which the Master Fund may effect transactions are not "exchanged- based," including "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of "exchange-based" markets are subject. The lack of evaluation and oversight of over-the-counter markets exposes the Master Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Master Fund to suffer a loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Master Fund has concentrated its transactions with a single or small group of counterparties. Generally, the Master Fund is not restricted from dealing with any particular counterparties. The Investment Adviser's evaluation of the creditworthiness of counterparties may not prove sufficient. The lack of a complete and "foolproof" evaluation of the financial capabilities of the Master Fund’s counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. Counterparty Fraud. Of paramount concern in investments is the possibility of material misrepresentation or omission on the part of a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying an investment. The Investment Adviser relies upon the accuracy and completeness of representations made by counterparties to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Funds may be reclaimed if any such payments or distributions are later determined to have been fraudulent conveyances or preferential payments. Counterparty Insolvency. The Master Fund’s assets may be held in one or more accounts maintained for the Master Fund by counterparties, including their prime brokers and ISDA counterparties. There is a risk that any of such counterparties could become insolvent. The insolvency of the Master Fund’s counterparties is likely to impair the operational capabilities or the assets of the Master Fund. Although the Investment Adviser regularly monitors the financial condition of the counterparties it uses, if one or more of the Master Fund’s counterparties were to become insolvent or the subject of liquidation proceedings in the U.S. (either under the Securities Investor Protection Act or the U.S. Bankruptcy Code), there exists the risk that the recovery of the Master Fund’s securities and other assets from such prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, the Funds may use counterparties located in various jurisdictions outside the U.S. Such local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Master Fund’s assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Funds and their assets. Investors should assume that the insolvency of any Master Fund counterparty would result in a loss to the Fund, which could be material. Competition; Availability of Investments. Certain markets in which the Master Fund may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Investment Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments. Significant Positions in Securities; Regulatory Requirements. In the event the Master Fund acquires a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the Master Fund may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Master Fund and the Investment Adviser. Any such requirements may impose additional costs on the Master Fund and may delay the acquisition or disposition of the securities or the Master Fund’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, "position limits" may be imposed by various regulators that may limit the Master Fund’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular issuer's securities. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that the Master Fund’s position limits were aggregated with an affiliate's position limits, the effect on the Master Fund and resulting restriction on its investment activities may be significant. If at any time positions managed by the Investment Adviser were to exceed applicable position limits, the Investment Adviser would be required to liquidate positions, which might include positions of the Master Fund, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Master Fund might have to forego or modify certain of its contemplated trades. In addition, if the Master Fund, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Master Fund may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances the Master Fund will be prohibited from entering into short positions in such issuer's securities, and therefore limited in their abilities to hedge such investments. Similar restrictions and requirements may apply in non- U.S. jurisdictions. Exposure to Material Non-Public Information. From time to time, the Investment Adviser may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Funds may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Currency Exchange Exposure. The Master Fund may invest in securities denominated in non-U.S. currencies, the prices of which are determined with reference to currencies other than the U.S. dollar. The Master Fund, however, values its securities in U.S. dollars. The Master Fund may or may not seek to hedge its non-U.S. currency exposure by entering into currency hedging transactions, such as treasury locks, forward contracts, futures contracts and cross-currency swaps. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when the Master Fund wishes to use them, or that hedging techniques employed by the Master Fund will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Master Fund’s positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Such fluctuations may result in a loss to the Funds. Furthermore, the Master Fund may incur costs in connection with conversions between various currencies. Non-U.S. currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to the Master Fund at one rate, while offering a lesser rate of exchange should the Master Fund desire immediately to resell that currency to the dealer. The Master Fund will conduct its currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward or options contracts to purchase or sell non-U.S. currencies. It is anticipated that most of the Master Fund’s currency exchange transactions will occur at the time non-U.S. investments are purchased and will be executed through the local broker or custodian acting for the Master Fund. The Master Fund may seek to protect the value of some portion or all of its portfolio holdings against currency fluctuations by engaging in hedging transactions, but there can be no assurance that such hedging transactions will be effective. The Master Fund may enter into forward contracts on currencies, as well as purchase put or call options on currencies, in U.S. or non-U.S. markets. There can be no guarantee that instruments suitable for hedging currency risk will be available at the time when the Master Fund wishes to use them or will be able to be liquidated when the Master Fund wishes to do so. Initial Public Offerings. Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including, without limitation, the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of the interests in the Funds. Restricted Investments. The Master Fund may invest in securities which are subject to legal or other restrictions on transfer. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable, and the Master Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Non-U.S. Investments. While the Master Fund invests in companies inside the United States, the Master Fund may make investments in companies outside the United States. Investing in the securities of companies in non-U.S. countries involves certain considerations not usually associated with investing in securities of U.S. companies or U.S. markets, including: political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gain, gross sale or disposition proceeds or other income; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Master Fund’s investment opportunities. In addition, accounting and financial reporting standards that prevail in such countries generally are not equivalent to U.S. standards and, consequently, less information is available to investors in companies located in such countries than is available to investors in companies located in the U.S. There is also less regulation, generally, of the securities markets in such countries than there is in the U.S. As a result, the Master Fund may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Master Fund’s rights in such markets. For example, securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the U.S. Commodity Futures Trading Commission, or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to the Master Fund under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. C. Risks Related to Specific Investments. We do not recommend a particular type of investment instrument to the Master Fund, but rather, we recommend and invest in multiple investment instruments. Given the broad discretion we have in managing the Funds, any one or more of the risks listed in the previous section may be incurred by our clients. However, because it may be useful in understanding our investment program, set forth below is a non-exclusive list of certain risks related to securities and other instruments that may be utilized within the Master Fund’s portfolio: Equity Securities. The Master Fund's investment portfolio includes equity and equity- related securities of U.S. and non-U.S. companies. The value of equity securities of public companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Master Fund may suffer losses if it will invest in equity instruments of issuers whose performance diverges from the Investment Adviser's expectations or if equity markets generally move in a single direction and the Master Fund has not hedged against such a general move. Derivative Instruments Generally. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non- performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Derivatives traded over-the- counter may not have an authoritative source of valuation and the models used to value such derivatives is subject to change. In addition, the Master Fund may, in the future, take advantage of opportunities. Special risks may apply in the future that cannot be determined at this time with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available. The regulatory and tax environment for derivative instruments in which the Fund may participate is evolving, and changes in the regulation or taxation of such securities may have a material adverse effect on the Fund. Call Options. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security offset by the gain by the premium received if the option expires out of the money, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing the premium if the option expires out of the money. Put Options. There are risks associated with the sale and purchase of put options. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sale price of the short position of the underlying security offset by the premium if the option expires out of the money, and thus the gain in the premium, and the option seller gives up the opportunity for gain on the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security to zero. The buyer of a put option assumes the risk of losing the premium if the option expires out of the money. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether the Master Fund will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Index Futures. The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, shareholders may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts by the Master Fund also is subject to the Investment Adviser's ability to correctly predict movements in the direction of the market. Futures Contracts. The Master Fund may invest in futures contracts or options thereon. Futures positions may be illiquid because, for example, many commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits." Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instrument please register to get more info

DISCIPLINARY INFORMATION
On September 16, 2014 the Principal Owner entered into a settled administrative proceeding with the Securities and Exchange Commission relating to alleged violations of Rule 105 of Regulation M under the Securities Exchange Act of 1934. The allegations involved certain trades which were made from the Principal Owner’s personal account, and which occurred prior to the launch of the Funds. The Principal Owner entered into the settlement without admitting or denying the SEC’s allegations. Rule 105 generally prohibits purchasing an equity security from an underwriter, broker, or dealer participating in a public offering if the purchaser sold short the security that is the subject of the offering during a restricted period (usually defined as five business days before the pricing of the offering), absent an exception. Rule 105 applies irrespective of any intent to violate the Rule. Pursuant to the settlement, the Principal Owner paid $135,531 in disgorgement, $3,063.90 in prejudgment interest and a civil penalty of $67,765.72. The settlement also requires the Principal Owner to cease and desist from committing or causing any future violations of the Rule. The SEC order notes that in determining the size of the penalty portion, the SEC considered “remedial acts promptly undertaken” by the Principal Owner and its “cooperation afforded to Commission staff”. Prior to the launch of the Funds, the Investment Adviser implemented procedures that it believes are reasonably designed to ensure compliance with Rule 105, as well as an internal compliance training program to educate its employees further on the details of the Rule and other compliance matters. please register to get more info

OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status. The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. The Investment Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. The operator of the pool clients has filed for the de minimis exemption under Regulation 4.13(a)(3). C. Material Conflicts of Interest Relating to Other Investment Advisers. We do not recommend or select other investment advisers for our clients. please register to get more info

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
AND PERSONAL TRADING
A. Code of Ethics. We stand in a position of trust and confidence with respect to our clients and have a fiduciary duty towards them. The Investment Adviser expects and requires all employees to act as fiduciaries to the Funds and specifically to act in a manner consistent with a relationship marked by trust, good faith and honesty. In seeking to meet these expectations, we have adopted a Code of Ethics (the "Code of Ethics"). The Code of Ethics applies to all of the Investment Adviser’s employees, officers and partners (and any individual with a similar status or performing a similar function), as well as certain other persons as determined by the Chief Compliance Officer. The Code of Ethics includes, among other things, provisions relating to personal trading, gifts and entertainment, political contributions and conflicts of interest. As part of our fiduciary duty, we seek to identify and to mitigate or avoid both conflicts of interest and the appearance of any conflicts of interests. If we believe that we may have an actual conflict of interest with a client, we require a full and fair disclosure to that client of any material facts regarding such conflict (in addition to any other necessary and appropriate actions to manage and mitigate such conflict). From time to time service providers provide us with gifts and entertainment. While this may create a conflict of interest, we review the brokerage quality and execution on a quarterly basis for all brokers using the best execution factors when selecting brokers, and we do not take the gifts or entertainment into account when scoring the various brokerage options. Clients and prospective clients may request a copy of the Code of Ethics by contacting us at the address or telephone number listed on the first page of this document. B. Securities in which the Investment Adviser or a Related Person Has a Material Financial Interest. 1. Cross Trades Currently the Investment Adviser’s only clients are the Funds, which typically invest in the same investments through the Master Fund. Thus, the Investment Adviser does not currently expect to transfer any securities from one client to another (each such transfer, a "Cross Trade"). If the Investment Adviser were to engage in any Cross Trades, the Investment Adviser's Chief Compliance Officer would adopt appropriate policies and procedures. 2. Principal Transactions The Investment Adviser does not currently expect to execute any Cross Trades that are viewed as “Principal Transactions” as defined in Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If the Investment Adviser were to engage in any Principal Transactions, the Investment Adviser’s Chief Compliance Officer would adopt appropriate policies and procedures consistent with the requirements of Section 206(3) of the Advisers Act. C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients. The Code of Ethics places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, the Investment Adviser's employees may not engage in personal securities trading and may only dispose of securities held in their respective personal trading accounts. Any such disposition of securities must be pre-cleared. However, related persons may purchase and sell mutual funds and broad-based ETFs. Some clients may invest in the same or similar mutual funds and ETFs. The Investment Adviser, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also may arise due to the fact that the Investment Adviser and its personnel may have investments in some Funds but not in others or may have different levels of investments in the various Funds. The Investment Adviser has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code of Ethics, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades. D. Conflicts of Interest Created by Contemporaneous Trading. Currently the Investment Adviser’s only clients are the Funds, which typically invest in the same investments through the Master Fund. Thus, the Investment Adviser does not currently expect to be subject to any conflicts of interest relating to contemporaneous trading. If the Investment Adviser were to trade for multiple clients simultaneously, the Investment Adviser's Chief Compliance Officer would adopt appropriate policies and procedures governing investment allocation. Our employees and other related persons are prohibited from trading in corporate securities other than certain broad-based index securities or mutual funds. Employees who have existing positions may seek approval to sell from the Chief Compliance Officer. As a result, our employees and other related persons should not have contemporaneous trades that would materially impact the trading activities of the Funds. please register to get more info

BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously, we have full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Investment Adviser's authority is limited by its own internal policies and procedures and each Fund's investment guidelines. Portfolio transactions for each client will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to us and/or certain clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, we may consider, among other things, the following:
• Quality of execution and settlement—accurate and timely execution, clearance and error/dispute resolution
• Reputation, financial strength and stability
• Block trading and block positioning capabilities
• Willingness to execute difficult transactions and manage market impact and trading costs
• Access to underwritten offerings and secondary markets
• Overall costs of a trade (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of the Investment Adviser's knowledge of negotiated commission rates currently available and other current transaction costs
• Nature of the security and the available market makers
• Overall sector expertise
• Desired timing of the transaction and size of trade
• Confidentiality of trading activity
• Clear and timely communication of market and trading activity
• The receipt of brokerage or research services and other factors deemed appropriate by the Investment Adviser and
• Responsiveness of the broker. Accordingly, the commission rates (or dealer markups and markdowns) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. The Investment Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Investment Adviser nor the Funds separately compensate any broker or dealer for any of these other services. We maintain policies and procedures to review the quality of executions, including periodic reviews by our Brokerage Committee, which is comprised of several employees of the Investment Adviser and meets quarterly. 1. Research and Other Soft Dollar Benefits. From time to time, the Investment Adviser may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting Master Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Investment Adviser will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), and subject to prevailing guidance provided by the SEC regarding Section 28(e). The Investment Adviser believes it is important to its investment decision-making processes to have access to independent research. Our clients pay for research directly or indirectly, whether via “hard dollars” or “soft dollars”. Also, consistent with Section 28(e), research products or services obtained with "soft dollars" generated by one or more Funds may be used by the Investment Adviser to service one or more other clients, including clients that may not have paid for the soft dollar benefits. The Investment Adviser does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Investment Adviser (i.e., a "mixed use" item), the Investment Adviser will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the Investment Adviser's allocation of the costs of such benefits and services between those that primarily benefit the Investment Adviser and those that primarily benefit the Funds. When the Investment Adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, the Investment Adviser receives a benefit because it does not have to produce or pay for such products or services. The Investment Adviser may have an incentive to select or recommend a broker-dealer based on the Investment Adviser's interest in receiving research or other products or services The Funds, however, are required to pay expenses relating to third-party research and brokerage. At least annually, the Investment Adviser considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its Master Fund on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Investment Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. 2. Brokerage for Client Referrals. Neither the Investment Adviser nor any related person receives client referrals from any broker-dealer or third party. Though the Investment Adviser may utilize the services of Capital Introduction teams of their Prime Brokers, the Investment Adviser does not select the prime brokers with reference to whether Capital Introduction is provided. 3. Directed Brokerage. The Investment Adviser does not recommend, request or require that a client direct the Investment Adviser to execute transactions through a specified broker-dealer. B. Order Aggregation. Currently the Investment Adviser’s only clients are the Funds, which typically invest in the same investments through the Master Fund. If the Investment Adviser were to trade for multiple clients simultaneously, the Investment Adviser's Chief Compliance Officer would adopt appropriate policies and procedures governing order aggregation. please register to get more info

REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans. We perform various daily, weekly, monthly, quarterly and periodic reviews of each client's portfolio. Such reviews are conducted by the members of the Investment Adviser's various committees, portfolio managers and research personnel, and operations and finance team members, where appropriate. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. A review of a client account may be triggered by any unusual activity or special circumstances. C. Content and Frequency of Account Reports to Clients. Investors in the Funds may access information through the Investment Adviser’s password- protected website. A monthly report detailing performance and exposures will be made available to all investors through the website. The Investment Adviser may provide investors with information on a more frequent and detailed basis if agreed to by the Investment Adviser. In addition, the Investment Adviser issues to investors tax reports and audited financial statements concerning their respective Funds within 120 days of the end of the Fund's fiscal year. please register to get more info

CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients. We do not receive economic benefits from non-clients for providing investment advice and other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals. Neither we nor any of our related persons directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. please register to get more info

CUSTODY
The Investment Adviser is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account. Account statements related to the clients are sent by qualified custodians to the Investment Adviser. The Investment Adviser is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. please register to get more info

INVESTMENT DISCRETION
The Investment Adviser has discretionary trading authority for each Fund. Our investment decisions and advice with respect to each Fund are subject to each Fund's investment objectives and guidelines, as set forth in its offering documents. The Investment Adviser or an affiliate of the Investment Adviser entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which the Investment Adviser or an affiliate of the Investment Adviser was granted discretionary trading authority. The Funds and the Investment Adviser may enter into "side letter" agreements with investors primarily to accommodate a Limited Partner's particular legal, tax or regulatory requirements. However, the Funds and the Investment Adviser have not, and will not, grant more favorable or different incentive allocations or management fees, withdrawal rights or transparency rights in any "side letter" agreement. While investors in the Funds do not have the ability to restrict discretion of the Funds, we have agreed with several investors to confirm orally, in response to their requests, whether certain securities are currently in the Master Fund's covered sectors. please register to get more info

VOTING CLIENT SECURITIES
In compliance with Advisers Act Rule 206(4)-6, the Investment Adviser has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, "Proxies") in a prudent and diligent manner that will serve the applicable client's best interests and is in line with each client's investment objectives. Except for in certain corporate actions, we rely on Institutional Shareholder Services Inc. (“ISS”) proxy advisory recommendations. We may depart from the recommendations of ISS depending on the facts and circumstances, including, for instance, due to ISS being subject to any conflicts of interests. If we were to depart from the recommendations of ISS, we would take into account all relevant factors, as determined by us in our discretion, including, without limitation:
• the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;
• the anticipated associated costs and benefits;
• the continued or increased availability of portfolio information; and
• industry and business practices. In limited circumstances, the Investment Adviser may refrain from voting Proxies where we believe that voting would not be in the best interests of our clients, taking into consideration the cost of voting the Proxies and the anticipated benefit to our clients. Generally, clients may not direct our vote in a particular solicitation. Conflicts of interest may arise between the interests of the clients on the one hand and us or our affiliates on the other hand. We believe, however, that ISS, as a third-party, should help reduce the number of conflicts that may arise. If we determine that we may have, or be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients and prospective clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request by contacting us at the address or telephone number listed on the first page of this document. please register to get more info

FINANCIAL INFORMATION
The Investment Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition 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. please register to get more info