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Altimeter Capital Management, LP: investment adviser
Altimeter Capital Management, LP is an investment adviser registered with the SEC (file 801-73411, CRD 160017). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $18.8B
- Discretionary
- 100%
- Accounts
- 36
- Employees
- 35
- In advisory roles
- 13
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 35 | $18.0B | 96.2% |
| Sovereign wealth funds | 1 | $716.1M | 3.8% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Bradley Thomas Gerstner | Person | CEO/limited partner | E 75% or more | Nov 2008 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Bradley Thomas Gerstner | Altimeter Capital Management General Member Partner, LLC | Person | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Altimeter Capital Managment, LP Form ADV Part 2A, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Our Firm Altimeter Capital Management, LP (“Altimeter”, the “Adviser”, or “we”), is a Delaware limited partnership, located in Menlo Park, California and Boston, Massachusetts, that was founded in October 2008 by Brad Gerstner (the “Managing Member”). Altimeter is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser. Altimeter provides investment advisory services on a discretionary basis to private investment funds intended for sophisticated investors and institutional investors (each a “Fund”, and collectively, the “Funds”). Each Fund is exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and no Fund securities are registered under the Securities Act of 1933, as amended (the “Securities Act”).
Read the rest of Item 4 (793 more words)
Altimeter also advises one or more separately managed accounts (“SMAs”). Brad Gerstner is Altimeter’s principal owner and Chief Executive Officer. He also is principal owner and managing member of Altimeter Capital Management General Partner LLC, a Delaware limited liability company, which serves as the general partner of Altimeter. Altimeter has also established affiliated entities to serve as general partners of the Funds. As of December 31, 2025, Altimeter provides investment advice with respect to a total of approximately $18,753,715,687 in regulatory assets under management, all of which is managed on a discretionary basis. Advisory Services, Investment Strategy, and Types of Investments Altimeter’s clients include Funds that have made and/or may make investments in (i) Public Investments (as described below), (ii) Private Investments (as described below), and (iii) both Public Investments and Private Investments. Such clients include Funds primarily deploying strategies focused on: (i) long-focused Public Investments (the “Long Opportunities Fund”), (ii) long/short Public Investments (the “Hedge Fund”, collectively with the Long Opportunities Fund and other funds or accounts managed by Altimeter that primarily invest in Public Investments or are formed in the future that primarily invest in Public Investments, the “Public Funds”), (iii) multi-stage, venture- and growth-focused Private Investments (the “Flagship Funds”), and (iv) single investment Private Investments (the “Co-Investment Funds”, collectively with the Flagship Funds and other funds or accounts that are formed in the future that primarily invest in Private Investments, the “Private Funds”). As described in the Funds’ respective Organizational Documents (as defined below), the Public Funds are typically open-ended and are required to fully fund all commitments at time of subscription, and the Private Funds are typically closed-ended and with commitments contributed over time. Additionally, the Hedge Fund may invest in Private Investments in accordance with its Organizational Documents. Altimeter’s clients also include an SMA that makes Public Investments. Unless explicitly noted otherwise, the term “Public Funds” used in this Brochure includes the SMA. Altimeter expects to serve as investment adviser to additional funds, SMAs, clients, or strategies, as appropriate under the circumstances. The term “Client” used in this Brochure refers to the Funds collectively, the SMA, and any other clients managed by Altimeter as of the date of this Brochure. Except where the context dictates otherwise, references to “Funds” and “Clients” in this Brochure shall be interchangeable.
For all Clients, Altimeter identifies investment opportunities, and acquires, manages, monitors, and disposes of investments on a discretionary basis. Altimeter’s investment-advisory activity focuses primarily on advising such Clients about U.S. and Non-U.S. Public Investments and Private Investments in companies that Altimeter believes may offer opportunities to realize substantial long-term appreciation. “Public Investments” include long or short transactions in publicly traded equity and equity-related securities (such as equity swaps, options, and other derivatives), and other securities and financial instruments (including, but not limited to, corporate debt, bonds, notes or other debentures or debt participations, convertible securities, private investments in public equity, futures contracts, commodities, and other derivative instruments). “Private Investments” include transactions in securities and other financial instruments in privately held companies, including but not limited to equities, notes, bonds, debentures, and other business interests of every type, including interests in partnerships, limited liability companies, joint ventures, proprietorships, and other business entities. Altimeter may also invest in digital assets, derivative instruments, options, commodities, currencies, and other asset classes not necessarily included in the aforementioned. Altimeter’s investment approach largely concentrates on certain sectors, including information technology, consumer discretionary, and communication services. Within these sectors, Altimeter generally focuses on companies in the mobile internet, fintech, software, cloud computing, machine learning, artificial intelligence, semiconductors, disruptive transformation, and logistics and infrastructure (including, but not limited to, electric vehicles and related technologies) industries, among others. Altimeter has and expects to continue to invest in companies outside these sectors, particularly in the context of short positions through the Hedge Fund and any SMAs. As noted above, while the Hedge Fund focuses on Public Investments, it has in the past invested, currently invests, and may in the future invest a portion of its assets in Private Investments. While Altimeter has general portfolio management guidelines for each Client, Altimeter maintains broad and flexible investment authority, including the discretion to invest in various financial instruments and securities. Please refer to each Client’s organizational and offering documents, including limited partnership agreements or other similar agreements, investment management agreements, subscription agreements, private placement memoranda, statements of investment considerations, and/or side letter agreements, if any (collectively, “Organizational Documents”) for specific information on what types of investments Altimeter can make on behalf of its Clients. It should not be assumed that Altimeter’s investment activities are limited to what has been described in this Brochure; it can offer additional advisory services, strategies, and investments that Altimeter considers appropriate, subject to each Client’s investment objectives and guidelines.
Item 5. Fees and compensation
Altimeter receives Management Fees (as defined below) and performance-based fees or allocations from its Clients. A Client and/or its portfolio companies also from time to time make other payments to Altimeter or its affiliates for services provided which, in certain circumstances, may reduce Management Fees payable to Altimeter. Each Client’s Organizational Documents set forth the fee structure relevant to such Client. Additionally, under such Organizational Documents, Clients may bear certain out-of-pocket expenses incurred by Altimeter in connection with services provided to the Clients and/or their portfolio companies. Further details about such fees and expenses are set forth below and in such Organizational Documents.
Read the rest of Item 5 (4,944 more words)
Please see Item 6 below for additional information regarding “carried interest,” performance allocation, and other performance-based compensation. Management Fees Management Fees – In General As compensation for the investment advisory services rendered to its Clients, Altimeter receives an advisory fee calculated based on a Client’s net assets, the cost basis or valuation of Private Investments, or a percentage of committed capital or net invested capital, or as otherwise specified in a Client’s Organizational Documents, as applicable (a “Management Fee”). Management Fees are generally charged quarterly in advance or at such time as specified in the applicable Client’s Organizational Documents. Subject to the terms of a Client’s Organizational Documents (and any amendments thereto), Management Fees will continue to be payable during any term extensions. Fee Payments and Waivers The precise amount of, and the manner and calculation of, the Management Fee for each Client are established by Altimeter and are set forth in each such Client’s Organizational Documents. The Management Fees and performance-based fees described herein are generally not negotiable. The Management Fee and other fees and distributions described herein are, however, generally subject to modification, deferral, waiver or reduction by Altimeter in its sole discretion. A deferral or waiver does not obligate Altimeter to defer or waive fees in the future. The fee structures described herein may be modified from time to time. Strategic Investors (as defined below), as well as certain employees, business associates, certain large or strategic investors, and other “friends and family” of Altimeter or its personnel (“Adviser Investors”) have in certain cases not paid, and may not pay, Management Fees or performancebased fees in connection with their investment in a Fund. Even though Adviser Investors will generally not pay Management Fees or performance-based fees, Adviser Investors will generally pay for their pro rata share of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be allocated to Altimeter or the General Partner (as defined below) of a Fund. Specifically, Altimeter has consistently waived, and will continue to waive, both the Management Fee and performance-based fees for its equity owner and employees. Please refer to Item 11 for additional conflicts associated with Strategic Investors. Management Fee Offsets Subject to the terms of a Client’s Organizational Documents, a portion of the amount of any directors’ fees or consulting fees, break-up fees or equivalent compensation (collectively, “Fees Subject to Offset”), whether in cash or in kind, received by Altimeter, a managing member of the General Partner (so long as he or she is a member thereof) or an employee of Altimeter (so long as he or she is an employee thereof) from any portfolio company of a Fund (other than direct reimbursement of out-of-pocket expenses) are subject to offset against and reduce the Management Fee paid by such Client. To the extent a reduction relates to more than one Client, the Fees Subject to Offset will be allocated among the applicable Clients in proportion to their interest in the relevant portfolio company. Generally, the portion of Fees Subject to Offset allocable to capital
invested by the Hedge Fund or Co-Investment Funds will be retained by Altimeter and such amounts will not offset any Management Fee. Altimeter may receive Fees Subject to Offset, which fees may be substantial. In such cases, there may not be an independent third-party involved to act on behalf of the relevant portfolio company. Therefore, a conflict of interest may exist in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. Fees Subject to Offset do not include fees received by any individual whose primary relationship with a General Partner and Altimeter is as a mere “venture partner”, “entrepreneur-in-residence”, “executive-in-residence”, consultant, contractor, or adviser (as those terms are generally understood in the venture capital and private equity industries), even if such individual technically qualifies as an “employee” of Altimeter or such General Partner under applicable law. In addition, for certain of the Funds, the percentage of compensation that would otherwise be treated as Fees Subject to Offset and fully reduced against the Management Fee may be reduced and offset at a lesser rate in accordance with the Organizational Documents. Altimeter is likely to maintain any amounts associated with Fees Subject to Offset in accounts that bear interest before such amounts are offset. Any such interest would not be considered “Fees Subject to Offset” and would not reduce the Management Fees or otherwise benefit Clients or their investors. Expenses Altimeter Expenses To the extent provided in each Fund’s Organizational Documents, Altimeter will pay certain of its own operating expenses, including rent, utilities, office supplies, office equipment, salaries (other than performance allocations as described in Item 6 below), and any expenses incurred for regulatory or other compliance matters arising under applicable securities laws that relate to Altimeter or its personnel that are not specific to the Funds or its activities, in each case as further specified in a Client’s Organizational Documents. Fund Expenses Subject to the Organizational Documents, each Fund bears all fees, costs, taxes, stamp duties, expenses, liabilities and obligations incurred by such Fund, the General Partner, Altimeter and their respective affiliates on behalf of such Fund (except for certain of the overhead expenses of Altimeter and General Partner under the Organizational Documents of the Funds), including without limitation those related to, arising out of, caused by, charged by or for, or incurred for (i) all administrative expenses of a Fund incurred in connection with such Fund’s business, bookkeeping, accounting, third-party shadow accounting, auditing, consulting, assessments, actuarial expenses, and the maintenance of books and records of such Fund, and the preparation and distribution of financial reports or other similar day-to-day business activities of such Fund, including the fees and expenses of any service provider performing such services (or to the extent any services typically provided by an administrator are provided by the General Partner or an affiliate of the General Partner, the costs of such services in amounts not to exceed those that would be payable to administrators engaged to perform such services as reasonably determined by the
General Partner in good faith); (ii) all costs and expenses of complying with applicable tax laws, including, without limitation, the costs of preparing, filing, and distributing tax returns; (iii) all costs, fees and expenses (including legal and consulting fees) associated with legal and regulatory filings and reports by a Fund, its General Partner or Altimeter relating to such Fund, including beneficial ownership notifications and filings under Section 13 and/or Section 16 of the Securities Exchange Act of 1934 and under any other applicable U.S. or non-U.S. laws or regulations, Form 13F, Form 13H and Form PF, Form N-PX, Schedules K-1, anti-money laundering compliance, Treasury International Capital (TIC) Forms and any other applicable filings or reports (including any such filings or reports required by U.S. and non-U.S. regulators of such Fund, its General Partner or Altimeter relating to such Fund); (iv) all fees and expenses of attorneys (including, without limitation, such fees and expenses incurred in analyzing portfolio investments and/or potential portfolio investments), auditors, accountants, consultants, advisers, and custodians employed in connection with a Fund’s business and operations (including, without limitation, such fees and expenses incurred in analyzing portfolio investments and/or potential portfolio investments); (v) all costs and expenses incurred in connection with the acquisition, ownership, or disposition of investments and/or potential portfolio investments, including, without limitation, closing, execution and other transaction costs and costs and expenses of custodians (including subcustodians), banks, prime brokers, depositaries, futures commission merchants, valuation agents, appraisers, investment bankers, security lending agents, brokerage or other commissions, registration costs, transfer and other taxes, cost analyses, and brokerage products and services (either ordinary or extraordinary); (vi) insurance premiums, fees, and related costs (including insurance of which Altimeter and its affiliates are beneficiaries), including insurance premiums of any director and officer liability, general partner liability, errors and omissions, cybersecurity, financial institution bond insurance, and liability insurance covering affiliates (not including any insurance premiums related to “key man,” health, life, disability, or other insurance relating to the members or the employees of a General Partner or its affiliates); (vii) all costs and expenses incurred in connection with any meetings with one or more investors or prospective investors, including costs and expenses of hosting annual or special meetings of such investors, regardless of whether all investors are invited to participate in or attend such meetings (including set-up costs, speaker fees, honorarium, dining, entertainment, travel and travel-related and other expenses) and regardless of whether persons other than Fund investors attend the meeting; (viii) all expenses incurred in connection with any actual or threatened claims, litigation, arbitration or other disputes involving a Fund (excluding any unindemnified litigation against its General Partner and disputes related to unconsummated or proposed investments), including investigation and preparation costs and the amount of any judgment or settlement paid in connection therewith and all expenses related to such Fund’s indemnification obligations hereunder and other indemnification obligations to which such Fund is a party, including in each case expenses and fees that would be allocable to co-investment vehicles or other co-investors if such Fund did not cover the expense or fee; (ix) costs, fees and expenses incurred by or on behalf of a Fund, its General Partner (including certain General Partner registration expenses) or Altimeter in connection with the syndication, formation and organization of such Fund, feeder funds and parallel funds, if any, the General Partner and/or its and their affiliates, and the ongoing offer and sale of interests in such Fund, including (A) fees and expenses associated with updating, supplementing, and distributing any Fund or feeder fund documents and other marketing materials, (B) costs and expenses related to the admission of any investor to such Fund, including costs and expenses incurred in connection with the review of subscription documentation, negotiation of and entry into side letters, modifications of subscription documentation or similar arrangements, (C) costs and expenses related to marketing,
advertising, printing, wholesaling, and other fundraising expenses associated with the admission of any prospective or actual investor and investor-related services and other similar costs, (D) travel and travel-related and entertainment expenses incurred in connection with such Fund’s fundraising activities and (E) the costs, fees, and expenses related to registration, qualification, and/or exemption under any applicable U.S. federal, state, local, or non-U.S. laws, rules or regulations, including blue sky filings, Form D, Form 8.3, CFTC filings and notices, and other securities and/or investment-related filing expenses, in each case, including any legal, accounting, consulting, marketing, meeting, printing, mailing, software (including, without limitation, costs, fees and expenses related to developing, acquiring, licensing, implementing, maintaining or upgrading subscription platforms, web portals, data rooms, onboarding platforms, extranet or other administrative or reporting tools), out-of-pocket travel expenses, meal and entertainment fees and expenses (including, in the case of each such travel, meal and entertainment fee and expense, those of a General Partner, Altimeter, their affiliates and their respective personnel) and other start-up costs fees and expenses incident thereto; (x) the Management Fee with respect to each investor’s capital account; (xi) research expenses, including, but not limited to, research-related travel, general market research, accumulation of data and outsourced web-scraping, research provided by brokerage firms, expert networks, travel to and attendance at research conferences, expert panels and networking platforms, including the costs of any third-party expert call chaperones, third-party research software and systems, including, without limitation, Bloomberg and FactSet; (xii) the expenses associated with investing in any collective investment vehicle that has substantially similar investment objectives and policies as a Fund, as determined by its General Partner, in which such Fund may invest all or substantially all of its assets, if applicable; (xiii) the expenses related to any amendment of a Fund’s Organizational Documents (including attorneys’ fees); (xiv) fees and expenses (including costs of meals, travel and lodging, including for industry conferences) related to the analysis, purchase, monitoring, custody, holding, restructuring, transfer, settlement, sale, transmittal, maintenance and/or administration of a Fund’s investments (directly or through trading affiliates) and other investment-related expenses (including, but not limited to, research and due diligence costs (including third-party diligence software and service providers)) including, but not limited to, such expenses relating to the use of legal counsel or consultants, whether or not the investments to which they relate are consummated, and any break-up fees or other costs or expenses associated with deals that are not consummated; (xv) third-party and out-of-pocket fees and expenses relating to systems and software (including licensing fees) used in connection with the operation of a Fund and investment-related activities (including, without limitation, any accounting, trading and market surveillance, risk management, order management, trading and administrator-like functions that Altimeter performs in-house); (xvi) risk management assessments and analysis of assets; (xvii) the portion of any expenses allocated to a Fund by the General Partner in good faith with respect to any CEO or other executive conference or similar event conducted by Altimeter including the “travel and/or travel-related,” as described below, of representatives of the General Partner, Altimeter, and of portfolio companies attending such event; (xviii) expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Altimeter) to the Fund for any internally generated AI Technologies); (xix) costs and expenses incurred in connection with the dissolution, winding up, termination and liquidation of a Fund; (xx) all fees, costs, expenses and
liabilities related to distributions made by a Fund including any distribution in-kind; (xxi) costs and expenses related to Advisory Board (as defined below) meetings (including set-up costs, speaker fees, honoraria, dining, entertainment, travel and travel-related expenses) as well as other Advisory Board expenses (including legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the Advisory Board and other expenses incurred in connection with Advisory Board action); (xxii) costs and expenses related to the engagement and retention of an Independent Fund Representative (as defined below), as well as such Independent Fund Representative’s out-of-pocket expenses (including legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist such Independent Fund Representative and other expenses incurred in connection with such Independent Fund Representative); (xxiii) costs and expenses relating to obtaining, negotiating, entering into, effecting, maintaining, varying, refinancing or terminating all forms of leverage, borrowings (including any margin accounts) and commitments (and interest arising therefrom), including the costs of legal counsel to both a Fund and its lenders and other financers and costs relating to bridge financing expenses, letters of credit, and guarantees (which may be payable to another vehicle coinvesting in the bridge transaction or to Altimeter or an affiliate, in each case being the entity providing the bridge financing to the applicable vehicle); (xxiv) costs and expenses relating to brokerage and finders’ fees and commissions and discounts incurred in connection with the purchase or sale of securities, custody, hedging, currency conversions, transfer, registration; (xxv) expenses relating to preparing, printing and distributing investor reports, disclosures and notices physically or electronically (including software used to electronically prepare and distribute such reports and notices), including any information requests, and conforming to investor-requested reporting templates; (xxvi) expenses related to attending, participating in or sponsoring trade association meetings, conferences or similar events or meetings in connection with the identification or evaluation of investment opportunities or business sector opportunities, even if such expenses are not related to a specific transaction (including the evaluation of potential investments, regardless of whether such investment is ultimately consummated); (xxvii) costs and expenses related to the organization, establishment, maintenance and administration of any alternative investment vehicles or any intermediary or special purpose entity used to acquire, hold or dispose of an investment or to otherwise facilitate a Fund’s investment activities; (xxviii) expenses and fees generated in the course of organizing, making, holding, developing, managing, monitoring, refinancing, maintaining, administering, restructuring, structuring, operating and negotiating joint ventures arrangements and platform investments, including with respect to transactions that are not consummated; (xxix) expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nation” provisions and elections and the costs and expenses of any service providers retained in connection therewith, costs and expenses incurred preparing materials to facilitate the ongoing compliance with the Organizational Documents and side letters; (xxx) expenses and fees generated in the course of sourcing, evaluating, investigating, diligencing, discovering, developing and researching potential investments, including investments that are not consummated; (xxxi) fees and expenses paid to third-party valuation agents for valuations, appraisals or pricing services; (xxxii) fees and expenses for any paying agents and/or representatives required to be retained and/or appointed in accordance with any non-U.S. laws, rules or regulations; (xxxiii) unreimbursed costs and expenses incurred in connection with any transfer, as defined in the relevant Fund Organizational Documents, or proposed transfer of Fund interests or the default by any investor in the payment of capital contributions; (xxxiv) Broken Deal Costs, as defined below; (xxxv) the distribution of certain securities; (xxxvi) all other costs and expenses incurred in connection with the business or
operations of a Fund; and (xxxvii) any extraordinary expenses attributable to the activities of a Fund, as determined by its General Partner in its discretion. Any applicable costs and expenses incurred with respect to a particular subset of investors in a Fund may be allocated pro rata among all investors in that Fund. Each Fund’s Organizational Documents further clarifies any other fees and expenses related to such Fund. For the avoidance of doubt, all references to “travel” and “travel and/or travel-related” expenses in this Brochure include, but are not limited to, all expenses for air travel (up to and including first class, but excluding private air travel); private car travel and black car ground transportation; lodging and accommodations (regardless of class, size or type, whether short- or long-term or whether there are other guests or companions staying in such lodging and accommodations, and including high-end lodging and accommodations); meals (including premium meals); events (including social and entertainment events) and entertainment regardless of amount or type, whether inside or outside of business hours, or whether high-end, and regardless of attendees; and costs, fees and expenses associated with cancelled travel. Co-Investment Fund Expenses From time to time, Altimeter has established and may establish Co-Investment Funds to facilitate an investment alongside or with a Client or independent of any Client, including in connection with the consummation of a particular transaction. In the event a Co-Investment Fund is created, the investors in such Fund will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the Co-Investment Fund. The Co-Investment Funds pay for expenses as set forth in each of their relevant Organizational Documents, which contain terms similar to those set forth immediately above for the Funds. If a proposed transaction is not consummated, no Co-Investment Fund generally will have been formed, and the full amount of any costs, fees or expenses relating to such proposed but not consummated transaction (“Broken Deal Costs”) would therefore be borne by the Funds. Similarly, Co-Investment Funds are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction, regardless of the anticipated investment allocation between the relevant Funds and Co-Investment Funds. As a general matter, Broken Deal Costs are unlikely to be borne by contemplated co-investors, unless a binding commitment has been obtained from such co-investors; rather they will generally be borne by the Funds that would have participated in the opportunity. Such expenses that will generally be borne by the Funds may involve expenses that are particularly attributable to co-investors. Altimeter will have sole discretion in determining the particular allocation of costs, fees and expenses among Funds and co-investors or Co-Investment Funds. This discretion creates a potential conflict of interest as Altimeter may have an incentive to allocate costs, fees and expenses to a particular Fund over another Fund because, for example, different Funds have different fee arrangements, and Altimeter would have an incentive to allocate fewer expenses (including Broken Deal Costs) to higher fee paying vehicles. From time to time, certain Clients will incur certain ongoing expenses that benefit a Co-Investment Fund or co-investor. In such instances, these ongoing expenses will be borne solely by the applicable Client or Clients and will not be borne by any benefitting Co-Investment Fund or coinvestor.
Please refer to Item 11, “Co-Investments with Other Altimeter Client Accounts and Third Parties” for additional information. Allocation of Expenses Some expenses are incurred on an aggregate basis for the benefit of multiple Funds and/or Altimeter. Altimeter allocates the aggregate costs of these expenses across the applicable Funds and/or Altimeter in a manner Altimeter determines to be fair and reasonable in Altimeter’s sole discretion. In determining how to allocate such expenses, Altimeter generally considers a variety of factors, which often require the application of subjective judgment, including but not limited to the nature of the expense, the relative use of, and benefits derived from, the product, service, or circumstance that gave rise to the expense, or other relevant factors. For example, Altimeter at times allocates expenses among multiple Clients in proportion to the amount invested by each in the position to which the expense relates; in proportion to assets under management or committed capital; equally across all relevant Clients; or using such other method that Altimeter deems to be equitable under the circumstances. Also, the consideration of which allocable party will bear an expense is in certain circumstances expected to result in Altimeter determining that it is equitable for a Client bearing more than its pro rata portion of certain fees, costs and expenses (including Broken Deal Costs). Altimeter’s discretion in making such determination creates a potential conflict of interest as Altimeter may have an incentive to allocate expenses to a particular Client over another Client or other co-investor. Additionally, certain Clients will from time to time bear a disproportionate share of expenses that relate to such Client and one or more other Clients because such other Clients are unwilling or unable to pay the full suite of expenses that would otherwise be allocated to them. When allocating amounts to Altimeter, Altimeter’s allocable portion may be based on these or other metrics and may be a fixed portion that Altimeter determines to be fair and reasonable in Altimeter’s sole discretion. Further, when allocating amounts to Altimeter, Altimeter faces potential conflicts of interest in determining whether, how, and in what amount to allocate such expenses to Altimeter (as opposed to a Client), and has an incentive to allocate such expenses to one or more Clients rather than to itself. In addition, although some expenses are incurred on behalf of a particular Fund, they are likely to benefit other Funds or Altimeter more broadly. For example, information Altimeter obtains in connection with one Fund’s research, due diligence and investment activities will likely be valuable to other Funds or Altimeter and its employees more broadly even though those other Funds and/or Altimeter do not share in the costs, and Altimeter has and likely will use information obtained through work for one Fund, subject to certain restrictions applicable to the manner in which the information was obtained, to benefit another Fund, including without limitation in making security trading decisions. Altimeter has in the past and expects to in the future exclude certain Funds that receive an incidental benefit from the relevant product or service from a pro rata allocation (or any other type of allocation) where the facts and circumstances indicate that the product or service is utilized primarily by, or was purchased specifically for, other Funds. Additionally, to the extent Altimeter allocates a particular expense pro rata among Funds, certain Funds will, at times, receive greater (or lesser) benefit from the product or service related to such expense due to, for example, the varying size of the Funds and/or because one or more Funds utilize the product or service less than expected or no longer need it. In such instances, the Fund that receives a greater benefit will not reimburse or otherwise make whole such other Fund that
bore the expense. Altimeter negotiates agreements on behalf of itself and its Clients with vendors providing administrative, legal, accounting, tax, consulting and other services on an arm’s length basis. Altimeter will generally seek to obtain any benefits (e.g., rate reductions or discounts) on a comparable basis for itself and the applicable Clients. For example, where a rate reduction can be negotiated for legal services, Altimeter will seek to negotiate a similar discount to law firm hourly rates for work done on behalf of the applicable Clients and itself. Under certain circumstances it may prove difficult or impossible for Altimeter to obtain the exact same benefits for Clients and itself. Therefore, there may be instances where Clients may incur charges by service providers or their affiliates at different rates compared to the rates charged to Altimeter, which may result in Altimeter being subject to more favorable rates than those payable by Clients. See “Rates of ThirdParty Advisors and Service Providers” in Item 11 below. Potential or actual conflicts of interest could also exist when allocating expenses between and among Altimeter and Clients because (i) Altimeter unilaterally determines how to allocate all expenses; (ii) expenses that Altimeter allocates to itself reduces Altimeter’s own net profits on a dollar-for-dollar basis; (iii) expenses that Altimeter allocates to one or more Clients do not affect Altimeter’s net profits and instead reduce the capital accounts held by investors in such Clients; (iv) the correct allocation of certain kinds of expenses as between Altimeter and one or more Clients and/or as between the different Clients could be vague, ambiguous, unclear, or subject to differing views; (v) Altimeter related persons, control persons, and other affiliates are also investors in the different Clients, with different relative percentage ownership interests among Clients and different aggregate dollar exposures among Clients; (vi) the investors in each Client are different; (vii) most investors are not affiliated with Altimeter or its related persons, control persons, or other affiliates; and (viii) the various Clients have different contractual terms and conditions relating to expense allocations. Under such circumstances, Altimeter is incentivized to and could allocate expenses in a manner that unduly or systematically favors Altimeter and/or one or more of its control persons, related persons, or other affiliates (whether in their capacity as such or in their capacity as investors in one or more particular Clients), while unduly or systematically disfavoring investors in other Clients that are unaffiliated with Altimeter and/or any Altimeter control persons, related persons, or affiliates. Altimeter believes that it has established policies, practices, and procedures to minimize any such potential or actual conflicts of interest, but there can be no assurance that such policies, practices, and procedures successfully do so in all cases. Additionally, Altimeter has in the past, and may in the future, exclude one or more investors from participating in an investment made by a Client for legal, tax, contractual, regulatory, or other reasons (such as at the request or demand of a prospective portfolio company). Likewise, Altimeter may excuse an investor from participating in an investment made by a Client. If one or more investors are excused or excluded from an investment made by a Client (the “Subject Investment”), then the profits, losses, and expenses specific to the Client investment will be allocated solely to the General Partner and those investors who participate in such Subject Investment (such investors, the “Participating Investors”) and not to such excused or excluded investors (the “Excluded Investors”). Additionally, any “carried interest” or other performancebased compensation generated from the Subject Investment would be borne solely by the Participating Investors (except as otherwise provided by a Client’s Organizational Documents) and not the Excluded Investors. As a result, the Participating Investors will bear a higher overall
percentage of profits, losses, fees and expenses associated with a Subject Investment than they otherwise would bear had the Excluded Investors participated in the investment. Other expenses allocable to a Client, including the Management Fee, organizational expenses, and operating expenses, will generally be allocated in accordance with a Client’s Organizational Documents, which, in some cases, will result in Excluded Investors bearing a higher overall percentage of expenses than they would otherwise bear. While the expenses discussed are borne by the Clients, Altimeter may, in its sole discretion, determine to bear all or any portion of a particular expense based on the circumstances related to the expense. It is critical that investors refer to the relevant Organizational Documents for a complete understanding of Management Fees, performance-based fees, and organizational expenses. The information contained herein is a summary only, qualified in its entirety by such Documents, and does not preclude materially different fee and expense terms for future Funds and other Clients sponsored or managed by Altimeter and its affiliates. Carried Interest, Performance Allocation, and Performance-Based Fees Please see Item 6 below regarding “carried interest,” performance allocation, and other performance-based compensation that the Clients pay Altimeter and/or its affiliated General Partners, depending on the terms of the applicable Organizational Documents of a Client. Brokerage Fees The Public Funds and an SMA that invests in Public Investments frequently incur brokerage and/or other transaction costs. Private Funds may also incur brokerage fees and other transaction costs in relation to such transactions, as applicable. For additional information regarding brokerage practices, including potential conflicts relating to the selection and use of broker-dealers, please see Items 11 and 12 below.
Item 6. Performance-based fees and side-by-side management
Performance-Based Allocations and Fees As a performance allocation, a portion of each Fund’s net investment profit is allocated to the capital account of that Fund’s general partner (the “General Partner”). Each General Partner is an Altimeter related person. Funds are typically charged both a management fee and performance allocation. The performance allocation is described in each Fund’s Organizational Documents. Performance allocations are subject to loss carry forward provisions, hurdles and/or clawback provisions, as applicable to each Fund and as further set forth in each Fund’s Organizational Documents. There is a reduced or no performance allocation with respect to certain investors, including, for example, the Fund’s General Partner, its affiliates and Adviser Investors.
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Since the amount of performance allocations made to a Fund’s General Partner depends on the Fund’s performance, the applicable General Partner has an incentive to take risks in managing a Fund that it would not otherwise take in the absence of such arrangements. A General Partner also has an incentive to dispose of a Fund’s investments at a time and in a sequence that would generate the highest performance allocation, even if it would not be in the Fund’s interest to dispose of the investments in that manner. In addition, tax reform enacted in the United States has generally increased the holding period required for Altimeter Personnel receiving a portion of the performance allocations as a long-term capital gain to three years. This creates an incentive for a General Partner to hold a Fund’s investments for longer periods so as to qualify the gain from their dispositions as long-term capital gain treatment under the carried interest rules, even if it would be in the Fund’s interest to hold the investments for shorter periods. In addition, upon the windingup of certain Private Funds, the Fund’s General Partner may receive performance allocation distributions with respect to a distribution in-kind of non-marketable securities. Please refer to Item 11, “Performance Allocation,” for additional disclosures regarding conflicts of interest related to the performance allocations made to the Funds’ General Partners. Side-by-Side Management In certain circumstances, two or more Funds will have overlapping investment objectives and investment strategies. Accordingly, multiple Funds will invest in the same securities and/or in the same issuers at different times or types of investments. While Altimeter anticipates some overlap among multiple Fund portfolios, Altimeter will invest for each Fund according to that Fund’s specific mandate, objective, liquidity, concentration, risk tolerance, and other applicable parameters. It may not always be possible or consistent with the investment objectives for each Fund for the same investment positions to be taken or liquidated at the same time or at the same price. Certain Funds have similar or overlapping investment objectives and investment strategies, while other Funds have dissimilar investment objectives and investment strategies. While a Fund may have a similar or overlapping strategy, they may differ in various factors including but not limited to, Fund lifecycle stage, investment parameters and guidelines (including those related to leverage), Fund size, financing terms, or focus on public or private markets, among others. For example, when a newer Fund is ramping up its investments or a Public Fund receives new or follow-on capital commitments, it may receive a larger or full allocation of certain investments than other Funds in order to obtain its desired exposure for its portfolio size. Conversely, when certain Funds ramp up their investments or receive new or follow-on capital commitments, other Funds receive reduced or no allocation of certain financial instruments. Please see Item 11, “Allocations of Trades and Investment Opportunities” and “Conflicting Investment Interests.” If there is an excess allocation of a Private Investment above the amount that Altimeter determines will be allocated to its current Funds, the excess allocation may be offered to certain co-investors through a Co-Investment Fund. This may occur when such an opportunity is not within the Funds’ investment mandates, for portfolio management considerations, and/or certain other strategic business considerations. Additionally, Co-Investment Fund fees are generally determined on an investment-by-investment basis and may be greater or less than the amounts charged to the Funds. In some circumstances, Altimeter may not charge any management or performance related fees to such Co-Investment Funds. Altimeter Personnel, Adviser Investors, and/or Strategic Investors have participated and may participate in such opportunities as appropriate. Accordingly, a Fund may not be allocated an investment opportunity in whole or in part. Altimeter has and expects that
current and future investments held by one or more Funds will also be held by co-investment vehicles. See Item 11, “Co-Investments with Other Altimeter Client Accounts and Third Parties.” Performance allocations paid at different rates, subject to different hurdle rates, and/or on different quantums of capital, creates an incentive for Altimeter and the General Partners to disproportionately allocate time, services or functions to vehicles making performance allocations at a higher rate (or subject to a lower hurdle rate), or to allocate investment opportunities to such vehicles. Altimeter has adopted policies and procedures that, among other things, seek to ensure that the investment opportunities are allocated in a manner that we believe is consistent with the relevant Organizational Documents and otherwise fair and reasonable under the circumstances, considering such factors Altimeter deems relevant, but in its sole discretion. Please see Item 11, “Performance Allocation” and “Allocations of Trades and Investment Opportunities.”
Item 7. Types of clients
Altimeter currently provides investment advisory services to the Funds, each of which is exempt from registration as an investment company under the 1940 Act, as well as to an SMA. Altimeter provides investment advice directly to each Fund, subject to each corresponding General Partner’s direction, and not individually to any Fund’s investors. Please refer to Item 4 – Advisory Services for additional descriptions of Altimeter’s Clients. As outlined in each Fund’s Organizational Documents, each Fund investor must satisfy certain legal eligibility requirements, as well as any established minimum investment commitments. For example, each Fund investor must be an “accredited investor,” as defined in Regulation D under the Securities Act.
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Each Fund’s General Partner, in its sole discretion, may establish minimum account requirements and has in the past, and expects in the future, to permit investments below the required minimum investment commitments.
Item 8. Methods of analysis, investment strategies and risk of loss
Methods of Analysis and Investment Strategies Altimeter seeks to produce long-term, risk-adjusted capital appreciation through its portfolios of relatively concentrated long and short Public Investments and Private Investments. Additional detail on a Fund’s investment strategy is set forth in its Organizational Documents. Public Investments: In managing the Public Funds, Altimeter’s objective is to maximize compounded annual long-term net returns for the investors. Altimeter generally takes a bottomsup, deep fundamental approach to security analysis. However, Altimeter also seeks to identify general investment themes for each industry through a top-down analysis to understand new trends and developments in its sectors of focus.
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Each investment position generally stands on its own based on Altimeter’s assessment of whether a significant discrepancy exists between a company’s current market value and intrinsic business value. Altimeter intends to invest Public Fund assets in sectors and companies in which Altimeter believes it has differentiated expertise and understanding. The Long Opportunities Fund deploys a long-focused strategy, while the Hedge Fund deploys a long/short strategy. Altimeter intends to invest Public Fund capital in generally liquid positions and intends that most investments will be made in Public Investments and other
marketable securities. It should be noted however that the Hedge Fund may also invest in illiquid or Private Investments in accordance with its Organizational Documents. The SMA also makes Public Investments, subject to certain investment limitations that are generally not applicable to the Public Funds. Private Investments: Altimeter also applies a bottoms-up, deep fundamental approach to analyze and source new private investment opportunities for the Private Funds and the Hedge Fund (as appropriate and in accordance with its Organizational Documents). However, Altimeter also seeks to identify general investment themes for each industry through a top-down analysis to understand new trends and developments in its sectors of focus. Each investment position stands on its own based on Altimeter’s assessment of whether a significant discrepancy exists between a company’s current market value and future business value. Altimeter intends to invest Flagship Fund assets in sectors and companies in which Altimeter believes it has differentiated expertise and understanding. Altimeter intends to invest most Flagship Fund capital in generally illiquid or Private Investments. General Risks All Fund investors must assume and accept certain and substantial risks that are inherent in all Fund investments and investment programs. An investment in a Fund is speculative and involves a significant degree of risk. The Funds are designed for sophisticated investors that are able to bear a substantial loss of capital and for whom an investment in a Fund is not a complete investment program. Altimeter’s investment approach seeks to monitor and manage risk of loss through careful research, ongoing investment evaluation and monitoring, and appropriate hedging techniques. However, there can be no assurance that the securities and other instruments purchased (or sold short) will increase (decrease) in value or that Altimeter’s Funds will not incur significant losses. Certain non-exhaustive examples of risk factors that are applicable to any investment in a Fund are outlined below. Fund investors should note that information in this Brochure is presented as of the date of this Brochure, unless otherwise specified, and the information contained herein is subject to change based on market fluctuations and other risks described herein. Please refer to each Fund’s Organizational Documents for further discussion of risks applicable to that Fund. Risks Associated with Investments in Securities Generally. Any investment in securities carries certain market risks. In addition to the factors discussed elsewhere in this Brochure and the Organizational Documents for each Fund, Fund investments may decline in value for any number of reasons over which Altimeter and the Funds may have no control, including changes in the overall market for equity securities and factors pertaining to particular portfolio securities, such as the performance of the issuer’s management, the market for the issuer’s products or service, issuer supply sources, technological changes within the issuer’s industry, issuer access to capital and labor, general economic conditions, political conditions, and other similar conditions. The value of each Fund’s investments will fluctuate, and there is no assurance that any Fund will achieve its investment objective of capital appreciation or that any Fund will avoid losses. The profit (or loss) derived from each Fund’s investment transactions consists of the price differential between the price paid for the securities and the value ultimately realized from their disposition, plus any dividends or interest received during the time period during which the securities are held, minus transaction costs (consisting mainly of brokerage commissions). If the securities held long (sold short) do not increase (decrease) in value as anticipated, then the Funds may sell (buy to cover)
the securities without a gain or at a loss. It is possible that a Fund’s long positions will decline in value at the same time that the value of the securities sold short increases, which would increase the potential for loss. It is also possible that Altimeter will misjudge the effect a particular security will have on portfolio exposure to market risk or that the particular combination of securities held long and those sold short will fail to insulate a Fund from general equity market risk as anticipated. Also, to the extent that Altimeter determines not to evenly balance the portfolios between long and short positions, the Funds will be subject to increased market risks. General Partner Reliance. Investors of each Fund will not have any right or power to participate in the management of any Fund. Accordingly, no investor should purchase any Fund interests, unless such investor is willing to entrust all aspects of Fund management to the applicable General Partner and its designees. Fund investors also will not receive detailed financial information issued by any portfolio company of the Funds, but such financial information may be available to Altimeter and the General Partner. Dependence on the Managing Member. Altimeter and the Funds will be particularly dependent upon the Managing Member. If for any reason the Managing Member should cease to be involved in the investment management of the Funds, suitable replacements may be difficult to obtain, with the result that the performance of the Funds may be adversely affected, and there is no guarantee of their continued operation. Highly Competitive Market for Investments. The business of identifying, structuring and completing transactions of the nature contemplated by the Clients is highly competitive and involves a high degree of uncertainty, especially with respect to timing. Clients will be competing for investments with other investment managers as well as strategic buyers and other institutional investors, industrial groups and operating companies. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, or more personnel than the Clients, Altimeter or its or their affiliates. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to the Funds and adversely affecting the terms upon which investments can be made. Market Volatility. General fluctuations in the market prices of securities, which may be impacted by, among other things, macro-economic events, inflation, or changes in interest or currency rates, will also affect the value of investments held by certain Funds. Volatility and instability in the securities markets will also likely increase the risks inherent in certain of a Fund’s investments. The duration and ultimate effect of current market conditions and whether such conditions may worsen cannot be predicted. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of certain Funds. Certain Funds are also subject to the risk that any of the exchanges on which its positions trade will fail or that any of the clearinghouses and/or other financial institutions will fail. In reaction to changing economic and market conditions, regulators in the United States and several other countries have undertaken in the past and may undertake in the future regulatory actions and implement other measures to ensure stability in the financial markets. Despite these efforts and the efforts of securities regulators of other jurisdictions, global financial markets could become and remain extremely volatile. In addition, to the extent applicable, new regulations and
any changes in the political environment could limit a Fund’s activities and investment opportunities or change the functioning of capital markets. Unpredictable changes in social and political patterns and trends may have an impact on consumer behavior and create a negative effect on the profitability of the investment programs of certain Funds. Such Funds may be adversely affected, and the Funds may find themselves unable to dispose of investments at prices that Altimeter believes reflect the fair value of such investments. Investment Program. Each Fund’s investment program is considered speculative, as there can be no assurance that Altimeter’s assessments of the short-term or long-term investment prospects will prove accurate, that gains will be achieved, that losses will be avoided, or that investment objectives will be achieved. A number of investment techniques that the Funds may regularly and simultaneously utilize, such as short selling, buying and selling put and call options, leveraging investments, concentrating investments in a single or limited number of companies or industries, and derivatives trading, are each considered speculative and inherently risky investment practices. Using a combination of these techniques simultaneously may further increase the risk level compared to risk levels from using only one such technique at any given time or generally. If any Fund investment programs are unsuccessful, then a Fund investor may lose money and the Fund may under-perform other available investments. Unspecified Investments. The capital commitments made by investors in certain Funds go into a blind pool. When receiving such capital commitments, such Funds generally have not yet identified any particular investments the Funds will make. Accordingly, an investor in a Fund must rely upon the ability of the General Partner (or its designee’s ability) to identify suitable investments consistent with the Fund’s investment objectives and policies. An investor will not have the opportunity to individually evaluate the relevant economic, financial and other information that will be utilized by the General Partner in its selection of investments or otherwise approve of such investments. Moreover, the investment guidelines set forth in the Fund’s Organizational Documents, are subject to the good faith interpretation of the General Partner and transactions within such objectives may be effected using a broad array of transaction types, structures and techniques. Notwithstanding the foregoing, in limited circumstances the General Partner may cause a Fund to purchase from an affiliated entity securities that were initially acquired (“warehoused”) by such affiliated entity prior to the first closing of the Fund in accordance with such Fund’s Organizational Documents. Conflicts of Interest. The Funds and their respective investors will be subject to certain potential or actual conflicts of interest arising out of their relationship with the General Partners, Altimeter, and their respective members and other affiliates, which will provide management services to the Funds. The agreements and arrangements among the Funds, the General Partners, Altimeter, and their respective members and affiliates have been established by the General Partners and are not the result of arm’s-length negotiations. Please refer to Item 11, “Conflicts of Interest” for additional information. Due Diligence Risks. Before making investments, Altimeter intends to conduct due diligence only to the limited extent that Altimeter deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting investment due diligence and otherwise assessing an investment, Altimeter will be required to rely on the reasonably available resources, including information provided by the investment target and, in some circumstances,
third-party investigations. In all cases, the due diligence process will include subjective judgments, evaluations, and determinations, especially with respect to newly organized companies for which only limited information is available. Accordingly, there can be no assurance that Altimeter’s due diligence investigations will reveal, appreciate, or highlight all relevant facts that may be necessary or helpful in evaluating any or all investment opportunities. In any case, and regardless of the due diligence process, there can be no assurance that any particular investment will be successful or will avoid losses. Expedited Transactions. Investment analyses and decisions by Altimeter will often be undertaken on an expedited basis in order for the Funds to take advantage of investment and divestment opportunities. In such cases, information available to Altimeter at the time of an investment or divestment decision may be limited, and Altimeter may not have access to the detailed information necessary for a full evaluation of the situation. Even if Altimeter has obtained data that would be helpful in evaluating an investment or divestment opportunity, if the investment or divestment must be executed on an expedited or short timeline, Altimeter may not have time to apply the data in the manner it would have had it not been subject to the time pressure. In such cases, Altimeter may make a decision that is different, and possibly less beneficial to the Fund, than one it would have made had it had more time to consider all the data at hand. Highly Concentrated Portfolio; Lack of Diversification. It is anticipated that, under normal market conditions, the Funds will from time to time have a substantial portion of their capital concentrated in a small number of issuers and may concentrate a substantial portion of their capital in a single issuer. Unlike some investment funds that, as a matter of investment policy, diversify portfolio holdings so that no more than a fixed percentage of their assets are invested in any one company, industry or group of industries, sector, country or geographic region, except as otherwise provided by their Organizational Documents, the Funds are not subject to any fixed guidelines for diversification of their investments. Accordingly, a Fund’s portfolio may, at a given time, be highly concentrated in a single or small number of industries, sectors, securities, companies, countries and/or regions. To the extent that each Fund concentrates its investments in a particular industry, sector, security, company, country or region, the value of the Fund’s portfolio will be disproportionately affected by events affecting that industry, sector, security, company, country or region. In addition, companies in an industry, sector, country, or region in which a Fund concentrates may fall out of favor with investors, causing the Fund to lose money or underperform the stock market or funds that are not concentrated or that are concentrated in other industries, sectors, countries or regions. Concentration of investments in a security, company, industry, sector country or region may also increase the volatility of the value of a Fund’s portfolio investments. Small- and Mid-Capitalization Issuers. Investing in the securities of companies with small- or mid-sized market capitalizations and recently organized companies can involve greater risk and the possibility of greater portfolio price volatility than is typically associated with equity investments in larger, more established issuers. Historically, stocks of small or mid-capitalization companies, and recently organized companies, have been more volatile in price than those of the larger market capitalization and more established companies. Among the reasons for greater price volatility of the stocks of these smaller or medium-sized companies is the lower degree of liquidity in the markets for such stocks. Further, smaller, medium-sized, and unseasoned companies may have limited product lines, markets, or financial resources, and they may depend upon a limited or less experienced management group. The securities of small capitalization companies may be
traded only on the over-the-counter markets or on a regional securities exchange and may not be traded daily or in the volume typical of trading on a national securities exchange. Initial Public Offerings. Participation in and trading of securities with respect to initial public offerings is an investment approach in which Altimeter actively engages on behalf of the Funds, particularly the Public Funds. To this end, Altimeter maintains relationships with investment banks, service providers, company executives and others which will, from time to time, result in allocations to one or more Clients of securities of companies in initial public offerings. The possibility of the purchase and sale by a Client from time to time of securities of companies in initial public offerings or shortly thereafter involves special risks, including a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the company and limited operating history. These factors could contribute to substantial price volatility for the shares of these companies and, thus, for the Client. The limited number of shares available for trading in some initial public offerings may make it more difficult for the Client to buy or sell shares without an unfavorable impact on prevailing market prices. Further, such risk may be exacerbated if one or more other Clients attempt to buy or sell the same securities as the Client in any public offering. 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. Although investors typically assume that new issues and other securities in an initial public offering will open at a price higher than their initial price, and that they will continue to trade at a premium until they are liquidated, there is no guarantee that either of these scenarios will occur and a Client may suffer losses by virtue of its participation in initial public offerings. Risks Associated with Short Positions. As an integral part of their investment strategy, certain Funds will engage in short sales of securities. A short sale involves the sale of a security that the Fund does not own. To make delivery to the buyer, the Fund must borrow the security, and the Fund is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the Fund. When the Fund effects a short sale, it may be obligated to leave the proceeds thereof with the broker and also deposit with the broker an amount of cash or other securities (subject to requirements of applicable law) that is sufficient under any applicable margin or similar regulations to collateralize its obligation to replace the borrowed securities that have been sold. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a gain. Any gain will be decreased, and any loss will be increased, by the transaction costs incurred in connection with the short sale. Although the Fund’s gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited because there is no limit on how much the price of a security may appreciate before the short position is closed out. In addition, the supply of securities that can be borrowed fluctuates from time to time. A Fund may be subject to losses if a security lender demands the return of the loaned security and an alternative lending source cannot be found, or if the Fund is otherwise unable to borrow securities that are necessary to hedge its positions. In addition, purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. The extent to which a Fund engages in short sales depends upon its investment strategy, and Funds may not and in some cases do not have a policy limiting the amount of its or their capital that they may deposit to collateralize its or their obligations to replace
borrowed securities sold short. The SEC recently has adopted a rule that requires institutional investment managers that engage in short sales of certain equity securities in excess of certain thresholds to make a confidential filing with the SEC on a monthly basis. The filing will be required to include detailed information about short sales in certain equity securities. The SEC will aggregate the reported information by security and publicly disclose only that aggregated information (without identifying any investors) monthly. The rule’s requirements may impose significant operational and compliance burdens on market participants and may limit a Fund’s ability to execute certain investment strategies and/or have a material adverse effect on the Fund’s ability to generate returns. The rule is the subject of a legal challenge and has been remanded to the SEC for further consideration of the cumulative economic impact of the rule, together with a securities loan reporting rule that also was adopted by the SEC. The short position reporting rule currently is expected to become effective in January 2028. In response to market events, the SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases, have adopted) bans on new or increases in short sales of certain securities, including short positions on such securities acquired through certain derivatives. Bans on short selling and such short positions may make it impossible for a Fund to execute certain investment strategies and a Fund may be unable to execute its investment strategies as a result. Leverage. The Funds have in the past and are expected in the future to utilize leverage by borrowing to purchase securities, including through the use of margin. Leveraging a Fund in this way creates an opportunity for increased net income or capital appreciation but, at the same time, creates special risk considerations. Leverage will generally exaggerate the effect on net asset value of any increase or decrease in the market value of the Fund’s investments. Because any decline in value of a Fund’s investments will be borne entirely by that Fund’s respective investors (and not by those persons providing the leverage to the Fund), the effect of leverage in a declining market would be a greater decrease in the value of the Fund’s portfolio investments than if the Fund were not so leveraged. Leveraging will create interest and other fees and expenses for the Fund, which can exceed the investment return derived from securities purchased on margin. To the extent the investment return derived from securities purchased on margin exceeds the interest and other fees the Fund will have to pay, the Fund’s investment return will be greater than if leverage were not used. Conversely, if the investment return derived from securities on margin is not sufficient to cover the cost of leveraging, or if the market value of such securities declines and the Fund is forced to provide additional collateral to the lender, the investment return of the Fund will be less than if leverage were not used. In addition to the use of margin, other borrowings that a Fund may utilize in the future could take the form of, or be embedded in, margined option premiums, repurchase agreements, bank or dealer credit lines or the notional principal amounts of swap transactions. There can be no assurance that a Fund will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, the banks and dealers that provide financing to the Funds can apply discretionary margin, haircut, financing and valuation policies, or impose other credit limitations or restrictions, whether due to market circumstances, government regulation or judicial action. Such applications or losses may result in large margin calls, loss of financing, forced liquidations
of positions at disadvantageous prices, termination of swap and repurchase agreements and crossdefaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants simultaneously. The imposition of any such limitations or restrictions could compel the Funds to liquidate all or part of their portfolios at disadvantageous prices, perhaps leading to a loss of the Fund’s equity. In addition, when a Fund purchases securities on margin from a prime broker, the broker generally has the ability to loan, pledge and rehypothecate securities in the Fund’s account, which could inhibit the Fund’s ability to recover assets in the event of the prime broker’s insolvency. Investments in Non-U.S. Issuers. The Funds may invest in securities of companies that are headquartered in, have their principal place of business in, are organized under the laws of jurisdictions other than, or that have a substantial portion of their assets or business operations outside of, the United States. Such investments, in addition to bearing the risks generally discussed in this section, involve certain considerations and risks not typically associated with investing in securities of domestic companies. These risks may be increased to the extent that the Funds invest in issuers in emerging markets. Non-U.S. companies are not subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. There may also be less publicly available information about non-U.S. companies compared to reports and ratings published about U.S. companies. In addition, securities markets outside the U.S. have substantially less volume than domestic markets, and securities of some nonU.S. companies are less liquid and more volatile than securities of comparable U.S. companies. There may also be less government supervision and regulation of foreign securities exchanges, brokers and listed companies than exists in the U.S. Dividends or interest paid by non-U.S. companies may be subject to withholding and other foreign taxes, which may also apply to capital gains in some countries, and such taxes will decrease the net return on such investments as compared to a Fund’s investments in domestic companies. Finally, such investments may be subject to a greater risk than U.S. investments due to political, economic, social, diplomatic, and/or legal instability, developments, or uncertainty, including without limitation less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors, greater volatility in currency exchange rates, exchange control regulations (including currency blockage), greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars, nationalization or expropriation of assets or nationalization, confiscatory taxation, imposition of taxes on dividends, interest payments, capital gains, or other income, the need for approval by government or other authorities to make investments, and possible difficulty in obtaining and enforcing judgments against non-U.S. entities and other factors beyond the control of a Fund. Any of these and other developments could adversely affect assets of a Fund held in foreign countries. Currency Risk. The Funds have in the past invested, and may from time to time invest, their assets in instruments quoted or denominated in currencies other than the U.S. dollar or the price of which is determined with reference to currencies other than the U.S. dollar. The Funds will, however, value their securities and other assets in U.S. dollars. The Funds may engage in foreign currency transactions. Altimeter may hedge the currency exposure inherent in the Funds’ investments in emerging markets. However, to the extent unhedged or if a hedge proves unsuccessful, the value of the Fund’s assets will fluctuate with U.S. dollar exchange rates as well as the price changes of the Funds’ investments in the various local markets and currencies. Thus, an increase in the value
of the U.S. dollar compared to the other currencies in which the Funds make their investments will reduce the effect of increases and magnify the effect of decline in the values of the Funds’ securities denominated in currencies of their local markets. Conversely, a decline in the value of the U.S. dollar will have the opposite effect on the Funds’ non-U.S. dollar securities. Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, changes in interest rates and other factors. Currency exchange rates can also be affected by intervention, or the failure to intervene, by foreign governments or central banks, or by currency controls or political developments in the U.S. and abroad. Settlement Risk. U.S. and foreign settlement and clearance procedures and trade regulations also may involve certain risks, such as delayed securities payment or delivery. At times in certain markets, settlements are insufficient for the number of securities transactions or have been adversely affected by the so-called credit crisis and financial-institution failures. These conditions may cause difficulty or greater expense for the Funds when undertaking transactions. If the Funds cannot settle, or are delayed in settling, a securities sale, then they may miss attractive investment opportunities and certain Fund assets may be uninvested without any return for some time period. If a Fund cannot settle or is delayed in settling a securities purchase, then the Fund may lose money if the securities value subsequently declines or, if a Fund has contracted to sell the securities to another party, then the Fund could be liable for any losses incurred. Settlement and clearance procedures in certain foreign markets differ significantly from those used in U.S. markets, and those differences can magnify the settlement and clearance risks described above. Lending of Portfolio Securities. Certain of the Funds have in the past lent, and may in the future lend, portfolio securities to third parties, including brokers, dealers, financial institutions or other types of borrowers. By doing so, a Fund attempts to increase income through the receipt of loan fees or interest earned on cash collateral. Such Fund could experience losses if the institution with which it has engaged in a portfolio loan transaction breaches its agreement with the Fund. In the event of the bankruptcy of the other party to the securities loan, such Fund could experience delays in recovering the loaned securities. In a securities loan transaction, the borrower typically will be required to deposit with the Funds or its agent collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. Such Funds typically will receive a fee or interest on the collateral. These fees or interest are income to such Funds, although the Funds often must share a portion of the income with the securities lending agent and/or the borrower. Any voting rights, or rights to consent, relating to securities loaned pass to the borrower. Such Funds may seek to recall loaned securities so that the securities may be voted by the Funds, but there can be no guarantee that the Funds will be able to recall the securities in time to vote them. While securities loans are expected to be fully collateralized, they involve some credit/counterparty risk to the Funds if the borrower or the party (if any) guaranteeing the loan should default on its obligation and the Funds are delayed in or prevented from recovering or applying the collateral. Regulations require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict the rights of counterparties, such as the Funds, to terminate
such agreements, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government regulation and other developments in the market, could adversely affect the Funds’ ability to terminate existing securities lending agreements or to realize amounts to be received under such agreements in the event the counterparty or its affiliate becomes subject to a resolution or insolvency proceeding. Any income or gains and losses from investing and reinvesting any cash collateral delivered by a borrower pursuant to a loan generally are at such Funds’ risk, and to the extent any such losses reduce the amount of cash below the amount required to be returned to the borrower upon the termination of any loan, the Funds may be required by the securities lending agent to pay or cause to be paid to such borrower an amount equal to such shortfall in cash, possibly requiring it to liquidate other portfolio securities to satisfy its obligations. Risks of Derivatives. Certain of the Funds have in the past utilized and may, but are not required to, utilize various investment strategies to seek to hedge market risks (such as currency exchange rates and broad or specific equity market movements) or to enhance potential gain. Techniques and instruments used by these Funds may change over time as new instruments and strategies are developed or regulatory changes occur. In the course of pursuing their investment objectives, these Funds may enter into derivatives transactions including, without limitation: (i) purchasing and selling (writing) exchange-listed and over-the-counter covered and uncovered put and call options on securities, indices and other financial instruments, (ii) entering into swap agreements (including, without limitation, total return swaps, contracts for difference swaps, and other synthetic products) to gain or reduce exposure to one or more securities, indices, commodities, markets, interest rates or other assets or instruments, (iii) purchasing and selling financial futures contracts and options thereon, (iv) entering into currency transactions such as forward foreign currency exchange contracts, cross-currency forward contracts, currency futures contracts, currency swaps or options on currencies or currency futures, or (v) purchasing or selling instruments that incorporate the characteristics of the foregoing instruments or other esoteric instruments that currently exist or may be developed in the future (collectively, all of the above are called “Derivatives”). Derivatives may be used to seek to protect against possible changes in the market value of securities held by or to be purchased for Fund portfolios, resulting from securities markets or currency exchange rate fluctuations; to seek to protect Funds’ unrealized gains in the value of portfolio securities; to facilitate the sale of such securities for investment purposes; or to establish a position in the derivatives markets as a temporary substitute for purchasing or selling particular securities. Derivatives may also be used for non-hedging purposes to seek financial gain. Funds’ ability to utilize Derivatives successfully will depend on Altimeter’s ability to predict pertinent market, interest rate, and currency exchange rate movements, which cannot be assured. Funds will comply with applicable regulatory requirements when implementing these strategies, techniques and instruments. Derivatives involve a number of risks including possible default by the other party to the transaction, illiquidity and, to the extent Altimeter’s view of certain market, or currency movements is incorrect, the risk that the use of such Derivatives could result in losses greater than if they had not been used. The writing of put and call options may result in losses to Funds, force the purchase or sale, respectively, of portfolio securities at inopportune times or for prices higher than (in the case of purchases due to the exercise of put options) or lower than (in the case of sales
due to the exercise of call options) current market values, limit the amount of appreciation Funds can realize on investments or cause such Funds to hold a security it might otherwise sell or sell a security it might otherwise hold. The seller (writer) of a call option that is covered (e.g., the writer holds the underlying security) gives up the opportunity during the period of the call option for gain on the underlying security above the exercise price of the call option. The writer of a call option that is uncovered assumes the risk of a theoretically unlimited increase in the price of the security that could result in an inability to discharge its obligation upon exercise of the option or a theoretically unlimited loss. This is similar to selling a stock short. The buyer of a call option assumes the risk of losing its investment in the call option. The seller (writer) of a put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the put option during the term of the option. The writer of a put option will, upon exercise, be required to buy the security at the option price, which may be significantly higher than the then-current market price. The buyer of a put option assumes the risk of losing its investment in the put option. The use of options and futures (including options thereon) entails certain other risks. Futures markets are highly volatile, and the use of futures may increase the volatility of the value of a Fund’s portfolio investments. In particular, in the context of hedging, the variable degree of correlation between price movements of futures contracts and price movements in the related portfolio position of a Fund creates the possibility that losses on the derivative instrument may be greater than gains in the value of the Fund’s position. The low margin deposits normally required when trading futures or selling options on futures permit a high degree of leverage, which can result in the Fund experiencing substantial gains or losses due to relatively small price movements or other factors. The writing of options could significantly increase a Fund’s portfolio turnover rate and associated brokerage commissions or spreads. In addition, futures and options markets may not be liquid in all circumstances (including, with respect to futures and options traded on an exchange, as the result of regulator or exchange actions such as trading halts and limitations on price fluctuations in a single day), and certain over-the-counter options may have no markets. As a result, in certain markets, a Fund might not be able to close out a transaction at the desired time or without incurring substantial losses. Losses resulting from the use of Derivatives could reduce the value of a Fund’s portfolio investments, and the net result may be less favorable than if the Derivatives had not been utilized. Although the use of futures and options transactions for hedging should tend to minimize the risk of loss due to a decline in the value of the hedged position, at the same time, such transactions can limit any potential gain that might result from an increase in value of such position. The CFTC, certain foreign regulators, and many futures exchanges have established (and continue to evaluate and revise) limits, referred to as “position limits,” on the maximum net long or net short positions which any person, or group of persons acting in concert, may hold or control in particular futures and options on futures contracts. In addition, U.S. federal position limits apply to swaps that are economically equivalent to futures contracts on certain agricultural, energy and metals commodities. All positions owned or controlled by the same person or entity, even if in different accounts, must be aggregated for purposes of determining whether the applicable position limits have been exceeded, unless an exemption applies. Thus, even if a Fund does not intend to
exceed applicable position limits, it is possible that positions of different Funds managed by Altimeter and its affiliates may be aggregated for this purpose. Any modification of trading decisions or elimination of open positions that may be required to avoid exceeding such limits may adversely affect the performance of a Fund. A violation of position limits could also lead to regulatory action materially adverse to a Fund’s investment strategy. A Fund may also be affected by other regimes, including those of the EU and UK, and trading venues that impose position limits on commodity derivative contracts. Forward Trading. Altimeter may cause the Funds to invest in forward contracts and options thereon, which, unlike futures contracts, are not traded on exchanges and are not standardized. Banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements, and position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market traded by the Funds due to unusually high trading volume, political intervention or other factors. The imposition of controls by government authorities might also limit such forward (and futures) trading to less than that which Altimeter would otherwise recommend, to the possible detriment of the Funds. Market illiquidity or disruption could result in major losses to a Fund to the extent such Fund is invested in forward contracts. Counterparty Risk. The Public Funds have in the past and expect in the future to, and other Funds may, invest in derivatives and have done so through a limited number of counterparties. There can be no assurance that a counterparty will be able or willing to meet its obligations. Events that affect the ability of the Funds’ counterparties to comply with the terms of the derivative contracts may have an adverse effect on the Funds. If a counterparty defaults, a Fund will have contractual remedies, but there can be no assurance that the Fund will succeed in enforcing such remedies. If a counterparty becomes bankrupt or insolvent, a Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy, insolvency, or other reorganization proceeding or may obtain a limited or no recovery of amounts due to it under the derivative contract, including the return of any collateral that has been provided to the counterparty. Some derivatives transactions are required to be (or are capable of being) centrally cleared, and a party to a cleared derivatives transaction is subject to the credit risk of the clearing house and the clearing member through which it holds its cleared position. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. Credit risk of market participants with respect to derivatives that are centrally cleared is also concentrated in increasingly fewer clearing members. A Fund might not be fully protected in the event of the bankruptcy of the Fund’s clearing member because the Fund would be limited to recovering only a pro rata share of the funds held by the clearing member on behalf of customers for the relevant account class. Although a clearing member is required to segregate assets from customers with
respect to cleared derivatives positions from the clearing member’s proprietary assets, if a clearing member does not comply with the applicable regulations, or in the event of fraud or misappropriation of customer assets by a clearing member, the Fund could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the assets held by the clearing member. Clearing houses (and in many cases clearing members) have broad rights to increase margin requirements for existing transactions or to terminate those transactions at any time. Investments in Illiquid Securities. The Funds have invested, and may continue to invest, in illiquid securities. Such investments include securities that are not registered for sale, securities that are legally restricted from sale, securities for which there is not a significant trading market or there is no market at all, and securities that are illiquid as a result of that security’s trading volume relative to the size of the Fund’s holdings of that security. Accordingly, such investments may be illiquid and involve a high degree of business and financial risk which can result in substantial losses. Because of the absence of active or regulated trading markets for these illiquid investments, and because of the difficulties in determining market values accurately, it may take the Funds invested in such securities longer to be able to liquidate these positions (if they can be liquidated) than would be the case for more liquid securities. The prices realized on the resale of illiquid securities could be less than those originally paid by the Funds. Further, companies whose securities are not publicly listed may not be subject to public disclosure and other investor protection requirements applicable to issuers of publicly traded securities. Illiquid investments for which a market value is not available or is unreliable will be valued at their fair market value as determined by Altimeter or its designee. Earlier Stage Investments. Certain Funds, particularly the Private Funds, have in the past invested, and are expected to continue to invest, in early-stage companies. In some cases, a Fund could be the first source of professional financing for such companies. These companies typically have limited or no revenues and may not be profitable. While early-stage investments may offer the opportunity for significant capital gains, such investments also involve a high degree of business and financial risk that can result in substantial or total losses. Because such early-stage companies generally have unproven business models that may never scale or otherwise never succeed, they may expose the Funds to greater risk and lower returns than companies with longer operating histories. Many early-stage portfolio companies will need substantial additional capital to support additional research and development activities, to support expansion, or to achieve or maintain a competitive position. Early-stage portfolio companies may face intense competition, including from companies with greater financial resources, more extensive development, manufacturing, marking, and service capabilities, and a larger number of qualified managerial and technical personnel. Later Stage Investments. Certain of the Funds, particularly the Private Funds, invest in private, later-stage technology companies, and certain Funds will also have significant exposure to private, later-stage technology companies. These companies typically have modest revenues and may not be profitable. Many will require additional capital to develop products, audiences, technologies and markets, acquire customers and achieve or maintain a competitive position. This capital may not be available at all, or on acceptable terms. Further, the products, audiences, technologies and markets of such companies may not develop as anticipated, even after substantial expenditures of capital. Such companies may face intense competition, including competition from established
companies with much greater financial and technical resources, more extensive development, manufacturing, marketing and service capabilities, and a greater number of qualified managerial and technical personnel. Even if a Fund may be represented by a member, assignee or agent of a General Partner on a portfolio company’s board of directors, each portfolio company will be managed by its own officers (who generally will not be affiliated with a Fund or a General Partner). Portfolio companies may have substantial variations in operating results from period to period and experience failures or substantial declines in value at any stage. Issuer and Non-Issuer Transactions. Certain Funds have in the past acquired and may acquire their investments through both issuer and non-issuer transactions. In the case of a non-issuer transaction, such Funds will purchase securities from existing shareholders (either directly or by means of a secondary market). In many cases, the price that such Funds must pay to acquire securities in a non-issuer transaction will exceed the price that the Fund would have paid if it were able to have acquired such securities directly from the issuer. Furthermore, in the event of a nonissuer transaction, there is no guarantee that the Fund will accede to the same rights (e.g., information rights, voting rights, right of first refusal, etc.) as the selling shareholder or benefit from the same representations and warranties and/or tax treatment had the securities been acquired from the issuer. Risks Related to Investments in the TMT Sector. A significant portion of the Funds’ investments are expected to be made in equity and equity-related securities of technology, media and telecommunications (“TMT”) companies. These companies generally will be small and less seasoned and their equity securities will tend to be more volatile than the overall stock market. TMT companies face special risks. A portfolio company may fail to acquire or develop necessary technology, it may acquire the rights to or develop a technology that is rendered obsolete by other technological developments, or its product or service may not prove to be commercially successful. For example, the services of many TMT companies must also integrate with a variety of network, hardware, mobile, cloud, and software platforms and technologies, and such companies need to continuously modify and enhance their services to adapt to changes and innovation in these technologies. If developers widely adopt new software platforms, a portfolio company may need to develop new versions of its own products to work with those new platforms. This development effort may require significant engineering, marketing, capital, and sales resources, all of which would affect the portfolio company’s business and operating results. Any failure of the services offered by a portfolio company to operate effectively with future infrastructure platforms and technologies could reduce the demand for such company’s products. If the company is unable to respond to such changes in a cost-effective manner, its services may become less marketable and less competitive or obsolete, and the company’s operating results may be negatively affected. Neither the Funds, nor the companies in which they invest, have any significant control over the rate of technological developments. The TMT industries may be subject to greater governmental regulation than many other industries and changes in governmental policies and the need for regulatory approvals may have a material adverse effect on the TMT industries. In some instances, laws or regulations have been adopted or proposed that may pose material challenges to technology-oriented companies’ respective business models. There can be no assurance that laws or regulations will not be passed that will have a material adverse effect on a Fund’s portfolio companies. Other events affecting companies in the TMT sector will affect the value of a Fund’s portfolio. For example, if portfolio companies in this sector are unable to adequately address intellectual property issues (including litigation over proprietary rights to technology), product
roll-out delays or failures, the inability to attract and retain qualified technical and managerial employees, disproportionately large research budgets, marketing expenses and market penetration by competitors, rapid obsolescence, new social trends, evolving industry standards and practices or changing customer needs, requirements and preferences, the revenue and operating results of such portfolio investments could be adversely affected. Financial Technology Industry. Altimeter has in the past invested, and may continue to invest, Fund assets in companies that Altimeter believes are focused on and expected to benefit from the shifting of the financial sector and economic transactions to technology infrastructure platforms and technological intermediaries. Companies in the financial technology industry may develop, use or rely on innovative payment platforms and methodologies, point of sale providers, transactional innovations, business analytics, fraud reduction, frictionless funding platforms, peerto-peer lending, blockchain technologies, intermediary exchanges, asset allocation technology, cryptocurrency, mobile payments, and risk pricing and pooling aggregators. Many financial technology companies currently operate under less regulatory scrutiny than traditional financial services companies and banks, but there is significant risk that regulatory oversight could increase in the future. Higher levels of regulation could increase costs and adversely impact the current business models of some financial technology companies. Moreover, the prices of stocks issued by many financial services companies have historically been more closely correlated with changes in interest rates than other stocks. Technology and Cybersecurity Risk. Altimeter’s and the Funds’ service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different cyber threats or risks that could adversely affect the Funds and their investors, despite efforts to adopt technologies, processes and practices intended to mitigate these risks and help protect the security of their computer systems, software, networks and other technology assets, as well as the security, confidentiality, integrity and availability of information belonging to the Funds and their investors. For example, systems used by Altimeter’s and the Funds’ service providers may be vulnerable to damage or interruption from malware, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Additionally, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of Altimeter, the Funds’ service providers and counterparties, as well as the data stored by these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Altimeter’s, its affiliates’ and/or their respective service providers’ systems to disclose sensitive information in order to gain access to Altimeter’s, its affiliates’ and/or their respective service providers’ data or that of Fund investors. A successful penetration or circumvention of the security of Altimeter’s, its affiliates’ and/or their respective service providers’ systems by unauthorized third parties could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Funds, Altimeter or their service providers to incur regulatory penalties, reputational damage, additional compliance and remediation costs or financial loss. In addition, the Funds could incur substantial costs related to investigation of the origin and scope of a cybersecurity incident, increasing and upgrading cybersecurity protections, including its administrative, technical, organizational and physical
controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage, or litigation, regulatory actions or other legal risks. Similar types of operational and technology risks are also present for the companies in which the Funds invest, which could have material adverse consequences for such companies, and may cause the Funds’ investments to lose value. Information Sources. Altimeter selects Fund investments based, in part, on information and data that the various securities issuers file with various government agencies or make directly available to Altimeter or that Altimeter obtains from other sources. Altimeter is not in a position to confirm the completeness, genuineness, or accuracy of such information and data, and, in some cases, complete and accurate information and data are not readily available. Past events have demonstrated the material losses that Funds can incur as a result of corporate mismanagement, fraud and accounting irregularities. Alternative Data. Altimeter uses alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as Internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as “big data” or “alternative data”). Altimeter applies this alternative data to better anticipate micro- and macroeconomic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts that are expected to be borne in whole or in part by clients. No assurance can be given that Altimeter will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Altimeter and one or more Funds in numerous jurisdictions. Altimeter cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial or other harm to Altimeter or to a Fund. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of a Fund. Risk of Asset Growth. If the assets that Altimeter and its affiliates manage grow significantly, it may adversely affect a Client’s investment performance. Altimeter manages certain Altimeter Client Accounts that follow an investment program that is not dissimilar to that of other Clients. The advice given, or securities recommended or bought for, any one Client may differ from the advice given to, or securities recommended or bought for, any other Client. In addition, Altimeter has launched products and additional asset classes and has accepted additional subscriptions and upsizes with respect to existing Clients, including the SMA, that have further increased the assets it manages. Altimeter expects in the future to launch one or more other Clients, to add additional asset classes, and to accept additional subscriptions or upsizes with respect to existing or future Clients. In certain cases, it becomes more difficult to find attractive investment opportunities as the amount of assets that Altimeter is responsible for investing increases, and any one Client, including any SMA, could substantially change the relative assets under management of Clients for which Altimeter provides investment advice. In this event, Altimeter may find it necessary to invest in a greater number of companies than it currently intends, which could dilute its focus on individual companies, impair its ability to monitor existing and potential investments, and result
in investments in companies that it otherwise would not select. In addition, with greater assets to invest, it becomes increasingly difficult for a Client to make investments large enough to be meaningful to its overall portfolio, and Altimeter may find it difficult to satisfy its desired allocation of limited investment opportunities across Clients. In particular, when Altimeter purchases or sells the same public security for multiple Clients, Altimeter’s trading activity, depending on volume, may affect the market price at which such securities will be traded. Aggregated or contemporaneous orders can move prices adversely, resulting in higher purchase prices or lower sale prices for certain Clients. There is no assurance that Clients will obtain the most favorable price under such conditions, and Clients may forego investment opportunities as a result. Clients may experience reduced investment returns due to any increase in volume in Altimeter’s trading activity. Material Non-Public Information. Altimeter expects to come into possession of material non‐ public information (“MNPI”) concerning certain private and, from time to time, public companies (in which a Fund may or may not be invested or evaluating an investment). Under applicable securities laws, this may limit Altimeter’s ability to buy or sell securities issued by such companies or initiate transactions in certain potential investment opportunities on behalf of one or more Funds. In addition, Altimeter may share and receive various kinds of investment-related data and other information, including related to trends and budgets and financial, industry, market, business operations, customers, suppliers, competitors and other metrics, from other market participants, which could increase the likelihood that Altimeter will receive MNPI and be required to restrict trading in certain securities. In such circumstances, Altimeter may restrict one or more Funds, or a Fund may be prohibited by law, policy or contract for a period of time from (i) unwinding a position in such security, (ii) establishing an initial position or taking any greater position in such security, and/or (iii) pursuing other investment opportunities related to such security. If these restrictions or prohibitions apply to investments in which a Fund is considering making an investment, such restrictions or limitations could prevent a Fund from accessing a profitable investment opportunity. If such restrictions or limitations apply to existing investments, then such restrictions or limitations could give rise to substantial investment losses (including as a result of the inability to unwind a position). Alternatively, Altimeter may decline to receive MNPI in order to avoid investment restrictions, even though access to such information might have been advantageous and other market participants are in possession of such information. Non-Disclosure of Portfolio Company Information to Altimeter. Certain Funds have in the past invested in, and are expected in the future to invest in, portfolio companies that directly compete (or could be deemed to directly compete) with portfolio companies in which a Fund may invest. Given the highly competitive nature of certain industries in which the Funds invest, a Fund’s portfolio companies may not give the General Partner or Altimeter access to certain information (or any information at all) regarding the relevant portfolio company because of certain investments made by a Fund in companies that directly compete (or could be deemed to directly compete) with the relevant portfolio company. As a result, the General Partner and/or Altimeter may not have access to sufficient information regarding certain portfolio company investments to analyze or evaluate in detail the specific risks, returns, and/or performance of certain portfolio company investments on an ongoing basis, which could have a material adverse effect on the General Partner and/or Altimeter’s ability to manage a Fund’s portfolio company investments. Altimeter and/or the General Partner may also choose not to disclose what information has been shared by certain
portfolio companies with investors given the sensitivity of the relationships between and among certain portfolio companies. Risks Related to Publicly Traded Investors. The General Partner has admitted, and may in the future admit, investors that are publicly traded (“Public Investors”) to a Fund. Investors should be aware that Public Investors in a Fund may be subject to disclosure obligations requiring them to reveal material aspects of their Fund investment to shareholders, potentially exposing confidential information related to the Fund. These disclosure requirements could also result in the Fund’s investment decisions facing indirect public scrutiny. Additionally, the ability for Public Investors to receive MNPI about portfolio companies through Fund reporting (or for the Fund to receive MNPI from such Public Investors) may require the implementation of information barriers to prevent potential insider trading violations. Operational challenges may also arise as Public Investors’ internal cash management protocols and approval processes could impede their ability to respond promptly to capital calls, potentially affecting a Fund’s ability to timely fund investments. There is no guarantee that Public Investors will maintain complete confidentiality of Fund information or consistently meet capital call obligations within required timeframes. Risks Related to Investments in AI Companies. Funds have in the past and expect in the future to invest in both public and private companies that (i) design, create, integrate, or deliver autonomous technology and/or artificial intelligence (“AI”) in the form of products, software, or systems; (ii) develop underlying technology and components for autonomous technology or artificial intelligence, such as advanced machinery, semiconductors and databases used for machine learning; (iii) provide value-added services on top of autonomous technology and/or artificial intelligence technology; (iv) develop computer or robotics systems that are able to perform tasks that normally require human intelligence, such as visual perception, speech recognition, decisionmaking, and translation between languages; and/or (v) companies that may directly or indirectly otherwise benefit from AI tailwinds (collectively, “AI Companies”). After it makes an applicable investment, such Funds could be adversely affected if AI adoption is slower, more limited or less successful than anticipated. Additionally, AI Companies may have limited product lines, markets, financial resources or personnel and are subject to the risks of changes in business cycles, world economic growth, technological progress and increased government scrutiny and regulation, and these factors may lead to rapid and unexpected declines in the value of AI Companies. These companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Many of these companies are also reliant on the end-user demand of products and services in various industries that may in part utilize artificial intelligence. These companies are also heavily dependent on intellectual property rights, and challenges to or misappropriation of such rights could have a material adverse effect on such companies. Legal and regulatory changes, including but not limited to information privacy and data protection, may have an impact on a company’s products or services. Recent technological advances in AI and machine learning technology pose risks to the Funds, Altimeter and portfolio companies, each of which could be exposed to the risks of machine learning technology if third-party service providers or any counterparties, whether or not known to Altimeter, use machine learning technology in their business activities. Altimeter will not be in a position to control the use of machine learning technology in third-party products or services. Use of machine learning technology could include the input of confidential information (including MNPI) in contravention of non-disclosure agreements or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject,
or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including MNPI), resulting in such confidential information becoming part of a dataset that is accessible by other third-party machine learning technology applications and users. Independent of its context of use, AI and machine learning technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the models that AI and machine learning technology utilizes to operate, or to screen all available data incorporated into or reviewed by AI. Certain data in such models will inevitably contain a degree of inaccuracy and error, potentially materially so, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI and machine learning technology. To the extent that a Fund or its portfolio companies are exposed to the risks of AI and machine learning technology use, any such inaccuracies or errors could have adverse impacts on the Fund and its portfolio companies. AI and machine learning technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. In addition, AI can make underlying logic for computations and results difficult to interpret, and therefore unexpected behavior can be difficult to detect and/or remediate; improvements can similarly be difficult to implement. As with many innovations, AI presents risks and challenges that could adversely impact the business of a Fund and its portfolio companies. The development, adoption, and use for AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices by a Fund, Altimeter, portfolio companies or third-party developers or vendors could result in unintended consequences. For example, inappropriate or controversial data practices by data scientists, engineers, and end-users of AI systems could impair the acceptance of AI solutions and could result in burdensome new regulations that may limit the ability to use existing or new AI technologies. There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. For example, if portfolio companies or third-party developers or vendors enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, brand or reputational harm, competitive harm or legal liability may result. In addition, third parties may deploy AI technologies in a manner that reduces customer demand for the products and services of portfolio companies. Any of the foregoing may result in decreased demand for the products of such companies or harm to the business, results of operations or reputation of such companies, and accordingly have a material adverse effect on the performance of the Fund. The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity, and privacy and data protection. For example, there is uncertainty around the validity and enforceability of intellectual property rights related to the use, development, and deployment of AI. Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit the ability of a Fund and its portfolio companies to develop, deploy or use AI technologies. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm and have a material adverse effect on the performance of a Fund. The U.S. government has recently taken action against certain AI Companies, including portfolio
companies of the Funds, that could have a material impact on such AI Companies. These actions include directing federal agencies to cease using technology developed by such companies, designating such companies as a “supply-chain risk,” and prohibiting government contractors from utilizing the company’s AI tools or conducting any business with the company. Portfolio companies that develop, deploy, or rely upon AI technologies could be subject to similar actions in the future, particularly if they impose contractual restrictions on the government’s use of their products. Companies subject to such designations may challenge these actions in court. The longterm impact on affected technology companies and any other company that becomes subject to similar actions in the future is difficult to predict. These kinds of governmental actions and designations pose a risk to the Funds’ investments. Such actions may also alter the AI technology market more broadly, by for example, shifting competitive dynamics, affecting pricing, increasing costs and reducing optionality. Risks Related to Altimeter’s Use of Machine Learning and Artificial Intelligence. Altimeter has in the past leveraged, currently leverages, and will seek to leverage, machine learning and other AI in investment idea generation, investment diligence, and other investment advisory activities. Altimeter may be unable to fully leverage these tools due to information privacy and data protection rules and regulations. Further, AI tools are nascent and rapidly evolving. There can be no assurance that use of AI will enhance Altimeter’s investment advice or diligence processes. Reliance on these tools may lead to a Fund making unprofitable investments. In addition, Altimeter’s ability to use, manage and aggregate data, including data related to the use of AI tools, may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit Altimeter’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. AI may be developed in whole or in part by third parties (including through open source materials). While Altimeter may under certain circumstances restrict certain uses of third-party and open source AI tools, Altimeter’s employees and consultants and a Fund’s portfolio companies will under certain circumstances use these tools, all of which poses additional risks relating to the protection of Altimeter’s and such portfolio companies’ proprietary data, including the potential exposure of Altimeter’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of Altimeter’s or third-party intellectual property, which could adversely affect Altimeter, a Fund or a Fund’s portfolio companies. For example, generative AI may be used improperly or inappropriately, lead to the contamination of Altimeter’s proprietary information, and/or render such proprietary information unable to qualify for patent protection. Use of AI tools may result in allegations or claims against Altimeter, a Fund or a Fund’s portfolio companies related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. There can also be no assurance that the use of AI will enhance any portfolio company’s products or services or be beneficial to any portfolio company’s businesses. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in Altimeter’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on Altimeter or on the performance of a Fund and its portfolio companies. The Funds will also be exposed to risks to the extent third-party service providers
and/or counterparties of Altimeter or the Funds use AI in their business activities. Altimeter has limited transparency into the use of AI, and to the extent it is aware of such use, will likely not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing AI are provided. AI tools could also be used against Altimeter, the Funds, or its or their portfolio companies in criminal or negligent ways. Certain AI technologies are typically highly reliant on the collection and analysis of large amounts of data. It is not possible or practicable to screen all available data incorporated into or reviewed by AI, and it is inevitable that not all desired and/or relevant data will be available to, or processed by, the applicable AI technologies and that such data will be incomplete or incorrect. Altimeter will also not necessarily be aware of the importance assigned to any particular piece of data by the applicable AI technologies. AI will sometimes generate incomplete or inaccurate outputs that could negatively impact Altimeter’s data analysis, research, and other activities. In addition, AI can make underlying logic for computations and results difficult to interpret, and therefore unexpected behavior can be difficult to detect and/or remediate; improvements can similarly be difficult to implement. Further, Altimeter may utilize AI developed by third parties, and Altimeter does not necessarily have visibility into the data used to train the models or the specific technologies that comprise such AI, and it could be even more difficult to detect and/or remediate errors or other unexpected behavior of such machine learning technologies. As the use and availability of AI has grown, the U.S. Congress and a number of U.S. federal and state agencies have been examining AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states and nonU.S. governments have also proposed, and in a number of cases adopted, rules, regulations, and other guidance addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Altimeter, a Fund or its portfolio companies to utilize AI, and may have an adverse impact on the ability of Altimeter, a Fund or its portfolio companies to operate as intended. Risk of Acquihires. Certain of the Funds, particularly the Private Funds, may invest in companies that are materially and adversely affected by “acquihire” transactions, in which portfolio companies are acquired primarily for their talent and human capital rather than their underlying business, technology, or other assets (“Acquihire Transactions”). In Acquihire Transactions, the acquisition price typically reflects a significant discount to the portfolio company’s potential standalone value or the value that might otherwise be achieved in a strategic acquisition focused on the company’s business or technology. Recent years have witnessed numerous and prominent Acquihire Transactions involving technology companies, including companies backed by leading venture capital and growth equity firms, where investors have received substantially less value than the portfolio company’s perceived potential warranted. Acquihire Transactions can occur in various scenarios. For instance, they may be precipitated when companies with significantly larger financial resources (e.g., large publicly traded companies) offer key management personnel and employees of portfolio companies substantial compensation packages, equity incentives, or other benefits to join the acquiring company, effectively forcing a transaction that may not be in the best interests of the portfolio company or its investors, including potentially a Client. Alternatively, Acquihire Transactions may occur when
a portfolio company faces financial distress, competitive pressures, or other operational challenges, precisely when a Client’s investment is most at risk. Such transactions may become more frequent during market downturns when portfolio companies face funding challenges, reduced valuations, overhang from large liquidation preferences, or limited strategic alternatives. Acquihire Transactions may present conflicts of interest for portfolio company management, who may receive substantial personal benefits from employment arrangements with the acquiring company while a Client and other investors receive minimal consideration for their investment. Management may therefore be incentivized to pursue or accept Acquihire Transactions that benefit management personally but do not maximize value for the portfolio company’s investors. Such conflicts may be particularly acute where management holds relatively small equity stakes in the portfolio company compared to the value of the employment arrangements being offered by potential acquirers. While Altimeter may seek to negotiate contractual protections in connection with a Client’s investments, such as limitations on a portfolio company entering into non-exclusive licenses without investor consent, such protective terms are rare and difficult to obtain, particularly in competitive investment environments. Portfolio companies and their management teams may resist such provisions as potentially limiting strategic flexibility or creating impediments to talent retention and recruitment. Moreover, even where such protections exist, they may prove inadequate to prevent Acquihire Transactions or may not apply to the specific structure or circumstances of a particular transaction. Altimeter and its Clients typically have limited control over portfolio company strategic decisions, including decisions relating to potential Acquihire Transactions. A Client may have limited or no ability to prevent such transactions, and the resulting acquisition proceeds may be insufficient to provide the Client with any meaningful return on its investment, potentially resulting in a total or near-total loss of the Client’s investment in the affected portfolio company. Semiconductor Industry. The Funds have in the past invested and may in the future invest in, or invest in companies that are reliant on, the semiconductor industry. The semiconductor industry is intensely competitive and is characterized by significant market volatility and cyclicality, driven by fluctuations in demand due to economic downturns, changes in consumer preferences, and rapid technological advancements. Semiconductor companies must continuously invest in research and development to avoid technological obsolescence, and the capital-intensive nature of semiconductor manufacturing similarly requires substantial investment in facilities, equipment and technology. The semiconductor industry is reliant on a global and complex supply chain, which is susceptible to disruptions from geopolitical tensions, natural disasters and pandemics, impacting both manufacturers and end users in turn. Other challenges facing participants in the industry include intellectual property theft, patent infringement (which can give rise to costly litigation), regulatory compliance with environmental laws targeting the use of hazardous materials in manufacturing and export controls. An inability to address these issues can adversely affect production schedules, growth and profitability, which may, in turn, impact a Fund’s ability to realize returns on investments focused or reliant on this industry. Publicly Traded Companies. A significant portion of the Public Funds’ investment portfolio will consist of securities issued by publicly traded companies. The fact that a portfolio company is
publicly traded will not necessarily reduce the business and other risks associated with an investment in such company. Investments in publicly traded companies often are subject to increased risks of litigation and greater securities law and other regulatory burdens, as well as risks associated with “insider trading” and similar rules. Inability to Establish Positions. Some of the stocks that may be selected pursuant to Altimeter’s investment strategy for purchase or sale by the Public Funds may have insufficient market liquidity to allow such Funds to purchase such stocks in such amounts or at such prices as Altimeter may deem reasonable for investment under such strategy. A substitute stock that may not meet all of Altimeter’s criteria for investment would then have to be purchased, which substitution may materially affect overall performance of such Funds. Legal, Tax, and Regulatory Risks. Legal, tax, and regulatory changes could occur during the term of a Fund that may adversely affect the Fund, its portfolio companies, or its investors. For example, changes in laws and regulations applicable to the taxation of carried interest may result in certain types of investments and/or investment returns being treated differently and accordingly may influence Altimeter’s decisions as to how to best structure the investment profiles of a Fund. A Fund may have limited recourse in the event of a dispute, and remedies might have to be pursued in the courts of a variety of countries. There can be no assurance that laws, regulations, judicial practices, or due process standards that exist in countries where a Fund invests will adequately protect the Fund or will not adversely affect the Funds or their portfolio investments. Exerting Influence on Portfolio Companies. Altimeter has in the past engaged, and may from time to time in the future engage, in actions that could be construed as having the purpose or effect of influencing one or more of the Funds’ portfolio companies. The size of a Fund’s holdings in a particular issuer, or contractual rights obtained by the Fund in connection with an investment, may from time to time enable the Fund to designate one or more directors to serve on the boards (or comparable governing bodies) of one or more of such companies. While such representation may enhance a Fund’s ability to manage its investments, it may also have the effect of impairing the ability of the Fund to sell the related securities when, and upon the terms, it might otherwise desire, as it may subject the Fund to legal claims it would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims, and other board-related claims. The applicable Fund will indemnify the General Partner, Altimeter or any person designated by the General Partner or Altimeter for claims arising from such board representation. The applicable Fund will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its voting or contractual rights but changes in circumstances could produce adverse consequences in particular situations. Additionally, when an individual serves on the board of directors of a portfolio company at the Client’s request, those individuals may become subject to fiduciary duties that adversely affect the Client. In addition, in certain circumstances, a Fund may have controlling interests in and/or the ability to significantly influence a company or investment. The exercise of control of, or significant influence over, a company or investment may cause such Fund to be restricted from selling all or a portion of its stake in such company or investment in the amounts and at the times Altimeter desires to sell such stake. This could result in losses to the Fund. Such exercise of control or
influence may also impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations (including securities laws) or other types of liability in which the limited liability generally characteristic of business ownership may be ignored. If these liabilities were to arise, the Fund might suffer a significant loss. Non-Controlling Investments. The Funds are not expected to have control of most of their portfolio companies. Upon acquiring a non-controlling position in a portfolio company, Altimeter may have a limited ability to protect its positions on behalf of a Fund although it is expected that it will attempt to negotiate certain minority rights to protect such Fund. However, there can be no assurance that such minority rights will be obtained or if obtained, that they will protect the Fund’s interests. In such situations, the Funds will be significantly reliant on the management and boards of directors of such portfolio companies, which may include representatives of other investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund. The portfolio company may make business, financial or management decisions with which Altimeter does not agree, and the controlling stakeholders or the management team may take risks or otherwise act in a manner that is contrary to the interests of a Fund. Reliance on Portfolio Management Team. The success of each portfolio company investment depends in substantial part upon the skill and expertise of each portfolio company’s management team and board of directors. Additionally, portfolio companies will need to attract, retain and develop executives and members of their management teams. The market for executive talent is, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team and, as a result, a Fund may be adversely affected thereby. In addition, certain portfolio companies, or employees of portfolio companies, may engage in misconduct or otherwise act, or fail to act, in a manner that adversely affects such portfolio companies or a Fund, without the knowledge of Altimeter. Instances of fraud, misconduct, and other deceptive or abusive practices committed by the management teams or other employees of portfolio companies in which a Fund has an investment may undermine the Fund’s due diligence, investment monitoring and compliance efforts with respect to such companies. Further, any discovery or allegation of any such deceptive or abusive practices could adversely affect the valuations of a Fund’s investments and may contribute to overall market volatility that may negatively impact the Fund’s investment portfolio. Investment in Investment Companies. The Funds have in the past invested, and may from time to time in the future invest, a portion of their assets in investment companies and entities excluded from the definition of investment company (i.e., hedge funds and pooled investment vehicles that invest in a single thesis). Generally, investors in a Fund would indirectly bear such Fund’s proportionate share of any Management Fees and other expenses paid by such investment companies in which the Fund invests in addition to the Management Fee, performance allocation and other fees paid by the Fund. Market Disruption and Terrorism. The military operations of the U.S. and its allies, and the prevalence of terrorist attacks and instability in various parts of the world could have significant adverse effects on the economy of a particular country or region in which the Funds may invest, as well as the global economy. Regional tensions, conflicts, hostilities, terrorist attacks,
insurrections or threats of terrorist attacks and political unrest generally create an unstable geopolitical climate that could have a material effect on general economic conditions, market conditions and market liquidity in the U.S. and globally. The Funds could therefore be adversely affected by social instability, changes in government administrations and policies or economic, political, legal or regulatory developments that are not within the Funds’ control. Terrorist attacks, in particular, may exacerbate some of the foregoing risk factors. Attempted, ongoing, failed or even initially successful negotiations between the U.S. and countries subject to continued international sanctions may negatively affect the global economy and may have amplified effects on emerging market country economies, securities markets and valuations. Altimeter cannot predict the likelihood of these types of events occurring in the future nor how such events may affect the Funds. A terrorist attack involving, or in the vicinity of, an investment may result in a loss far in excess of available insurance coverage. These types of events could impact imports from, or exports to, such geographies with an adverse impact on the economy as a whole, any industry, and/or the operations of investments of the Funds. There can be no assurances that regional or global conditions will not worsen and/or adversely affect one or more of a Fund’s portfolio companies, its access to capital or leverage or key markets, or its overall performance. A Fund’s investment strategy and the availability of opportunities satisfying the Fund’s risk-adjusted return parameters relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions. Russian Invasion of Ukraine. On February 21, 2022, Russian President Vladimir Putin ordered the Russian military to invade two regions in eastern Ukraine (the Donetsk People’s Republic and Luhansk People’s Republic regions) and shortly thereafter, President Putin commenced a full-scale invasion of Russia’s pre-positioned forces into Ukraine. This has led various countries (including the United States) to issue sanctions against Russia and against certain foreign individuals and national leaders who have supported Russia’s invasion of Ukraine. Further sanctions may be forthcoming. Russia’s invasion of Ukraine, related cyberattacks, the displacement of persons both within Ukraine and to neighboring countries and the increasing international sanctions could have a negative impact on various economies and business activity globally (including in the countries in which the Funds invest), and therefore could adversely affect the performance of the Funds’ investments. Furthermore, given the ongoing and evolving nature of the conflict and its ongoing escalation, it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to the Funds and the performance of its investments or operations, and the ability of a Fund to achieve its investment objectives. Israel-Hamas War. On October 7, 2023, the Hamas militant group breached the fences separating Israel and Gaza and carried out a violent terrorist attack. The foregoing attack sparked an armed conflict between Hamas and other Palestinian militant groups and Israel, known as the 2023 IsraelHamas war. Although since the establishment of the State of Israel a state of hostility has existed in varying degrees of intensity between various Arab countries and Israel, the current conflict between Israel and Hamas has escalated to a heightened level not seen in recent years and may escalate further. Additionally, while Israel has entered into peace agreements with both Egypt and Jordan, and several other Middle Eastern and North African countries have normalized relations with Israel, the 2023 Israel-Hamas war has created tremendous unrest and uncertainty in the region,
which may threaten any such peace agreements. A further expansion of the hostilities between Israel and Palestine could have significant international ramifications. In addition, there have been increasing numbers of clashes between Israel and Hezbollah on Israel’s northern border with Lebanon, in the West Bank, and to a limited extent within Iran and Lebanon, and the escalating conflict may continue to expand into a greater regional conflict or otherwise adversely impact or draw in other regions or countries. Escalation of these conflicts and the Israel-Hamas war more generally, could potentially have a significant adverse impact and result in significant losses to the Funds, including those described above in “Russian Invasion of Ukraine.” The ultimate impact of the Israel-Hamas war (including the uncertainty of any ceasefire) and its effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of a Fund or any particular industry, business or investee country, and the duration and severity of those effects is impossible to predict. Military Action in Iran. The ongoing conflict and geopolitical crisis involving Iran, beginning in 2026, presents a number of risks that may materially affect the value of Client portfolios. Armed conflict, military escalation, and heightened tensions in the region may contribute to significant volatility across global financial markets, including equity, fixed income, commodity, and currency markets. Energy prices, in particular, may experience sharp and unpredictable fluctuations given Iran’s role as a major oil-producing nation and the proximity of the conflict to critical energy infrastructure and transit routes in the Middle East. The crisis may also result in the imposition or expansion of economic sanctions by the United States, the EU, or other governments targeting Iranian entities, sectors, or third parties engaged in trade or financial dealings with Iran. Such sanctions regimes are complex and subject to rapid change, and compliance obligations may limit the universe of available investment opportunities or require the liquidation of certain positions on short notice and potentially at unfavorable prices. In addition, the conflict may give rise to broader secondary sanctions risk, as governments seek to restrict the flow of capital and resources to parties perceived as supporting or benefiting from the crisis. Military Action in Venezuela. On or about January 3, 2026, the United States conducted a military operation in Venezuela, including strikes in and around Caracas and the capture and transfer of Venezuelan President Nicolás Maduro to the United States, where he has been indicted on criminal charges. Any escalation of geopolitical tensions involving U.S. military action in Venezuela, including the imposition or expansion of sanctions, retaliatory measures, cyber activity, civil unrest, or broader regional instability, could adversely affect global economic activity and financial markets. Venezuela is a significant producer of oil and other natural resources, and any actual or anticipated disruption to production, exports, transportation, or related infrastructure could result in increased volatility or sustained increases in the prices of oil, energy products, and other commodities, as well as higher transportation and insurance costs. Given the uncertain scope, duration, and potential escalation of any such conflict or related actions, it is difficult to predict the ultimate impact on global market conditions, and these developments could have a material adverse effect on the Funds, the performance of its investments or operations, and the ability of certain Funds to achieve their respective investment objectives. Inflation. Inflation is a sustained rise in overall price levels. Moderate inflation is associated with economic growth, while high inflation can signal an overheated economy. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money (i.e., as inflation increases, the values of a Fund’s assets can decline). Inflation
may pose a risk to investors because it can reduce savings and investment returns. Central banks, such as the U.S. Federal Reserve, generally attempt to control inflation by regulating the pace of economic activity. They typically attempt to affect economic activity by raising and lowering short-term interest rates. At times, governments may attempt to manage inflation through fiscal policy, such as by raising taxes or reducing spending, thereby reducing economic activity; conversely, governments can attempt to combat deflation with tax cuts and increased spending designed to stimulate economic activity. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in the domestic or global economy and changes in economic policies, and a Fund’s investments may not keep pace with inflation, which may result in losses to the Fund and its investors. Significant Developments Stemming from Changes in the U.S. Any change to the political, economic, or social environment in the U.S. could have a significant adverse effect on the Funds. For example, a contentious domestic political environment, political and diplomatic events within the United States or the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan has in the past, and may in the future, adversely affect the U.S. regulatory landscape (including government shutdowns, the inability to pass legislation and other dysfunctions), the general market environment and/or investor sentiment, which could have an adverse impact on the Funds’ investments and operations. Increased use of tariffs, export controls, and export subsidies, among other economic tools utilized by the U.S. government, may have similar effects. Additional and/or prolonged U.S. federal government shutdowns may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. Trade Policy. The U.S. government has imposed and proposed tariffs, export controls, and other trade restrictions on imports from various countries and regions, and continues to pursue an evolving trade policy agenda that includes reciprocal tariffs and other measures affecting global trade. These policies remain subject to ongoing change, and the direction, scope, and duration of future trade actions are highly uncertain. Such actions as well as the responses of other countries and actors could significantly exacerbate the normal risks associated with Clients and result in adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates, currency exchange rates, and expenses associated with currency management transactions; (iv) demand for investments; (v) available credit in certain markets; (vi) import and export activity from certain markets; (vii) laws, regulations, treaties, pacts, accords, and governmental policies; and (viii) the ability of a Client’s investments to implement strategies to produce expansion, reduce costs, improve operations, or otherwise enhance the value of a Client’s investments therein. Such tariffs have the potential to gravely impact markets, global supply and demand, import/export policies, and the availability of labor in certain markets, and there is no guarantee that additional tariffs or similar measures will not be implemented. The foregoing could seriously impact the operations of Clients and their ability to realize investment objectives in a timely manner. Outbound Investment Restrictions. Regulations related to cross-border investments are also rapidly evolving. For example, in January 2025, the U.S. outbound investment security program took effect, which prohibits or requires notifications with respect to certain transactions involving Chinese companies, as well as companies with a significant financial nexus to China, that deal in certain categories of semiconductors and microelectronics, quantum information technologies, and
artificial intelligence technologies. Because the Funds invest globally, including in China, evolving outbound investment restrictions and similar regulatory regimes may restrict the Funds’ investment activities in certain countries, require regulatory disclosures, restrict the counterparties with whom the Funds may transact, and/or impose other adverse consequences. Custodial and Banking Risk. The Funds will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Funds, their portfolio companies, the General Partners and/or Altimeter transact may inhibit the ability of the Funds or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Funds may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Funds. In the event of such a failure of a banking institution where the Funds or one or more of its portfolio companies holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Funds and its affected portfolio companies may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Funds or its portfolio companies. In addition, the General Partner and/or Altimeter may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. The Funds’ brokers or custodians will have custody of certain of the Funds’ securities, cash, distributions and rights accruing to the Funds’ securities accounts. SEC rules require the brokers to maintain possession and control of fully paid securities held in a Fund’s account and to establish certain reserves for the benefit of customers. However, subject to these limitations, the brokers generally have the ability to loan, pledge, and rehypothecate the securities in a Fund’s account, as is typical market practice, and may have insufficient assets to meet all of its obligations to customers in the event of an insolvency of the brokers. In such an event, a Fund would typically not have a right to recover its securities held by the brokers but would rather have only an unsecured claim against the brokers and participate pro rata with other customers of the brokers in the proceeds of the sale of customer securities. Also, even if the brokers do have sufficient assets to meet all customer claims, there could be a delay before such Fund receives assets to satisfy its claims. In order to manage the risks associated with broker insolvency, the Funds have established relationships with multiple brokers. However, there can be no assurance that the Funds will be able to establish or maintain such relationships. In addition, a Fund may not be able to identify potential solvency concerns with respect to such Fund’s brokers or to transfer assets from one broker to another broker in a timely manner. The brokers may hold a Fund’s securities through third parties such as clearing corporations, other brokers, or banks. In addition, certain Funds will hold securities, cash, and other assets directly with banks or other third parties not associated with the brokers. As a result, such Funds may be subject to credit risk
with respect to such third parties as well as with respect to the brokers. In addition, certain of a Fund’s assets may be held by non-U.S. affiliates of such Fund’s brokers and entities other than the brokers. Assets held by such non-U.S. affiliates may be subject to legal regimes that provide fewer or different investment protections than the United States (including with respect to the priority of any claims that the Fund may have upon a bankruptcy, insolvency or liquidation of any affiliate, which may result in the Fund being an unsecured creditor of such affiliate rather than having a priority “customer” claim). Placement of the Fund’s brokers in bankruptcy or a similar proceeding outside of the United States could result in a great deal of uncertainty as to the status of assets or the ultimate recovery, if any, of such assets held by such custodian. In addition, the Fund may provide certain of its assets as collateral to counterparties in connection with “over-the-counter” derivatives contracts such as swaps. If a Fund has over-collateralized derivative contracts, they are likely to be an unsecured creditor of any such counterparty in the event of its insolvency. Also, even if a Fund’s broker or such other third parties do have sufficient assets to meet all claims, there could be a delay before such Fund receives assets to satisfy its claims. Funds may change the brokerage or custodial arrangements described in the relevant Organizational Documents at any time without notice to investors. There may be operational and other delays associated with changes in brokerage or custodial arrangements even if the Fund decides to reduce the risks of having a particular broker or counterparty hold assets. Pandemics and Contagious Diseases. The Funds could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises. As further described below, public health crises such as the recent COVID-19 pandemic, together with any containment or other remedial measures undertaken or imposed, could have a material and adverse effect on the Fund and its investments, including by disrupting or otherwise materially adversely affecting the human capital, business operations or financial resources of Altimeter, the Funds, the Funds’ administrator and/or other service providers and counterparties as well as exchanges, clearinghouses and other market participants and severely disrupting global, national and/or regional economies and financial markets and precipitating an economic downturn or recession that could materially adversely affect the value and performance of the Fund and its investments. Public health crises and efforts to address them may result in any or all of the following: (i) the closure of Altimeter’s offices or other businesses, including office buildings, factories, retail stores, distribution channels and other commercial venues, (ii) workforce, trade or travel disruptions or restrictions negatively impacting Altimeter’s operations, (iii) a greater susceptibility to cybersecurity incidents, (iv) the institution of short sale or other trading bans or limitations, or increased reporting relating to such trading, in a number of markets or the closure of certain exchanges or trading venues, or (v) a reduction in the availability, and/or adverse changes in the terms, of capital financing available to the Funds. Any of the foregoing could have a material adverse impact on the Funds, including the Funds’ investments and the Funds’ ability to continue to operate certain investment strategies. In addition, public health crises and related containment efforts may adversely affect the ability, or the willingness, of a party to perform its obligations under its contracts and lead to uncertainty over whether such failure to perform (or delay in performing) might be excused under so called “material adverse change,” force majeure and similar provisions in such contracts. As a result, (i) counterparties and service providers to the Funds or Altimeter may fail to perform (or delay the performance of) their obligations, (ii) pending transactions may not close or settle on time or at all, (iii) the Funds or Altimeter may be forced to breach (or may determine not to perform obligations under) certain agreements, and (iv) related litigation may ensue. Any of these occurrences could have a material adverse effect on the Funds
and their investments. Momentum Investing; Online Investor Forums. Momentum investing by groups of individual retail investors and/or investment professionals could adversely impact the value of one or more of the Funds’ holdings. The impact of retail participation in the stock market is compounded by several factors. First, many retail investors buy and sell options on stocks and/or use margin made available by retail trading platforms, which has the effect of leverage and increases the volatility of the stock prices when trading occurs in large aggregate volumes. Second, online discussions about stocks on social media platforms such as Reddit, Twitter and Facebook have served as a venue for retail traders and analysts to collaborate and form collective views about specific issuers and trading, resulting in significant share price volatility that is not based on fundamental news or traditional valuation metrics. This momentum trading has been disruptive to traditional market operations (including market participants, such as brokers that may be required by clearing and settlement companies to post additional capital to settle trades) and is contrary to investments driven by fundamental research and valuation metrics generally and has significantly affected the trading prices of stocks of several companies. Moreover, these forums appear to be gaining influence among retail traders, leading to a greater likelihood that additional securities in the future will be the subject of collective momentum trading based on the populist consensus in the forums. A portion of such trading appears to have an “anti-Wall Street” sentiment pursuant to which investors take contrary positions to those of asset managers often in an attempt to cause a “shortsqueeze.” A short-squeeze occurs when a stock price jumps sharply higher, forcing investors that had bet that its price would fall by holding a short position, to buy it long in order to forestall even greater losses. A market requirement that short sellers must post additional capital to cover the declining value of their short positions or to close out their short positions by buying such securities long adds to the upward momentum of the stock’s price. In turn, this may lead to investors (including retail momentum traders collaborating on social media platforms) to continue to buy the stock long, further increasing the price of the stock while open short positions further decline in value. “Anti-Wall Street” and contrarian investors attempt to anticipate a short squeeze and buy stocks that demonstrate a strong short interest. However, there is no way to predict what issuers, if any, will become the subject of such trading. Third, the impact of such retail participation may or may not also be accompanied by participation by investment professionals, further increasing the effect of such trading. The share price swings resulting from retail momentum trading have caused, and could continue to cause, losses to longer-term and fundamental investors as well as investors that trade stocks based on historic market patterns or behavior, including the Funds. The Funds could suffer substantial losses if it is short a stock that is the subject of retail momentum trading, as in the case of a short squeeze. Additionally, because these retail momentum trading patterns are not based on fundamental analysis or traditional valuation metrics, the Funds could suffer losses on long positions it holds as a result of momentum driven sales. More generally, the significant volatility resulting from these retail trading platforms could cause uncertainty and disruption in the markets that impairs a Fund’s ability to execute its investment strategy and limits the effectiveness of the Fund’s trading strategies or results in losses to the Fund and its investors. Availability of Investment Capital. Early stage and growth stage investments often require additional rounds of capital infusions before the portfolio company reaches maturity. If a Fund does not have capital available to participate in subsequent rounds of financing, that shortfall may
have a significant negative impact on both the portfolio company and the value of the Fund’s original investment. Although a Fund may elect to maintain limited liquidity to allow it to participate in follow-on rounds of financings, the Funds do not intend to provide all necessary follow-on capital required by a portfolio company. Accordingly, third-party sources of financing will likely be required. There is no assurance that such additional sources of financing will be available, or, if available, will be on terms beneficial to a Fund. Furthermore, each Fund’s capital is limited and may not be adequate to protect its investments from dilution in subsequent rounds of portfolio company financings. In-Kind Distributions. Distributions in kind may be made in connection with a withdrawal by an investor or at any time, including in connection with the winding up and liquidating of a Fund, in lieu of a distribution of cash. Distributions in kind will be made to all investors, to a subset of the investors or, subject to the General Partner’s consent, solely to the General Partner, in which case, the other investors will receive cash. In-kind distributions of assets could have the effect of changing the timing or character of income or gains realized by the General Partner and investors for tax purposes. If a distribution is made in kind, in accordance with the relevant Fund’s Organizational Documents, the General Partner will determine the fair market value of the property distributed and adjust the capital accounts of investors upwards or downwards to reflect the fair market value thereof, as if such gain or loss had been recognized upon an actual sale of such property and allocated. There is no guarantee that the fair value assigned to any property distributed in kind will represent the value that will, or could, be realized, by an investor on the eventual disposition of that property. To the extent that the fair value assigned is higher than the value that actually is or could be realized, the General Partner is reasonably likely to receive a greater performance allocation than it would have received had the Fund instead liquidated the property and distributed the proceeds to the investor. In addition, certain Fund’s Organizational Documents provide that the valuation of certain securities traded on a national securities exchange or its equivalent shall be deemed to be the average of the security’s closing prices for a set number of days leading up to and including the date of distribution. When a Fund’s Organizational Documents value securities based on such an average, rather than the closing price on the date of distribution alone, the General Partner has an incentive to distribute such securities on a date that falls at or near the end of a period of elevated trading prices for the security. The General Partner also has an incentive to delay distributing such securities when they are declining in value in order to wait for a subsequent period of price recovery that would produce a more favorable trailing average, which may not occur in the near term or at all. As a result of these incentives, investors in such a Fund may receive such distributions later than they otherwise would, experience lower returns than if the price were based solely on the date of distribution, and be subject to a greater performance allocation payable to the General Partner than the alternative. See also “Portfolio Valuation” infra. Securities distributed in kind may experience periods of price volatility or a decline in market value. In particular, immediately following a distribution of securities, trading volume may be insufficient to support sales by a Fund’s investors (including, as applicable Altimeter Personnel) without such sales triggering a price decline, which makes it difficult or impossible for all Fund investors to sell such securities at the distribution price. In addition, the price at which securities are sold following a distribution in kind can be negatively impacted due to low trading volume and other factors. The timing of when a Fund investor sells any or all securities it receives in connection
with a distribution in kind is determined by the investor. As a result, and by way of example only, if many or all investors (including, as applicable Altimeter Personnel) that received the distribution attempt to sell at similar times, the prices at which they are able to sell could be negatively impacted, which could in turn negatively impact the Funds that hold the security or other investors that continue to hold any interests in the same company. The investor would incur brokerage commissions in connection with its disposition of such in-kind securities. The value of securities distributed in kind will likely increase or decrease before a Fund investor sells such securities, potentially materially, and there can be no assurance that the value of such assets as determined for purposes of a Fund’s Organizational Documents will ultimately be realized. The risk of loss and delay in liquidating these securities will be borne solely by the Fund investor, with the result that such investor may ultimately receive less cash than it would have received if it had been paid in cash. Nevertheless, the distribution price of such securities will be established under the provisions of the Fund’s Organizational Documents and will not be adjusted to reflect actual sale prices obtained by the Fund investors. Furthermore, to the extent that an investor receives interests in special purpose vehicles, such investor will generally have no voting rights or any control over when and at what price the securities in which such vehicles have an interest are sold. Portfolio Valuation. The fair market value of all portfolio investments or of property received in exchange for any portfolio investments will be determined by the General Partner in accordance with each Fund’s Organizational Documents. Accordingly, the fair market value of a portfolio investment may not reflect the price at which the investment could be sold in the market, and the difference between fair market value and the ultimate sales price could be material. Different methods of valuing securities may provide materially different results. Actual realized returns on all unrealized investments will depend among other things on the value of the securities at the time of disposition, any related transaction costs and the manner of sale. Accordingly, the actual realized return on all unrealized investments may differ materially from the values presented to investors. Moreover, valuations of the Fund’s investments may affect the amount of the Management Fee and the Performance Allocation, and may involve uncertainties and judgmental determinations, which Altimeter may resolve in Altimeter’s favor. See “Potential Conflicts of Interest – Management Fees.” Third-party pricing information may at times not be available regarding certain of the Fund’s securities and other investments. A disruption in the secondary markets for the Fund’s portfolio investments may limit the ability of the Fund to obtain accurate market quotations for purposes of valuing its portfolio investments. In addition, material events occurring after the close of a principal market upon which a portion of the securities or other assets of the Fund are traded may require Altimeter to make a determination of the effect of a material event on the value of the securities or other assets traded on the market for purposes of determining the valuation of the Fund’s assets. Further, due to the overall size and concentrations in particular markets and maturities of positions that may be held by certain Funds from time to time, the liquidation values of the Fund securities and other investments may differ significantly from the interim valuations of these investments. If the Fund valuations should prove to be incorrect, the value of an investor’s interest could be adversely affected. Absent fraud or other applicable standards, valuation determinations in accordance with the Fund’s Organizational Documents will be conclusive and binding. There can be no assurance that the General Partner’s assessment of the prospects of investments will prove accurate or that the Fund will achieve its investment
objectives. Accordingly, the actual realized return on all unrealized investments may differ materially from the values presented to investors. Intellectual Property Protections. Companies often rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements, to establish and protect their proprietary rights, which are frequently essential to the growth and profitability of a company. There can be no assurance that a particular company will be able to protect these rights or will have the financial resources to do so, or that competitors will not develop or patent technologies that are substantially equivalent or superior to the technologies of a company in which a Fund invests. Research and Development. Research and product development programs are important to many of the companies in which Altimeter invests. Many of these programs are resource-intensive and require significant capital expenditures. The securities of these companies could be adversely affected by the perceived prospects of success of the research and development programs and their ability to finance and maintain such programs. Special Risks Related to Investments in Greater China. Certain Clients have substantial investments in companies based, or with substantial operations, in Greater China. The following events and issues, among others, may have a material adverse impact on investments in companies doing business in the People’s Republic of China (“PRC”) (including Hong Kong and Macau) and territories administered by the Republic of China (Taiwan and some neighboring islands) (collectively, “Greater China”): introduction of new policies or legislation in, or affecting businesses or investments in, Greater China; unfavorable legal interpretations and/or inability to effectively enforce legal rights under PRC law or another legal system in Greater China; political relations between the international community and Greater China; PRC state ownership and PRC government economic intervention; non-compliance with U.S. laws by companies in Greater China; potential for fraud by companies in Greater China and difficulties in conducting due diligence; restrictions on foreign investment market access; difficulty of repatriation of investment returns and capital; and tax uncertainty impacting companies in Greater China and investments in companies doing business in Greater China. Recent geopolitical developments, including heightened diplomatic tension between the U.S. and the PRC; proposed or actual legislation banning or limiting certain Chinese social media platforms and other companies; and efforts to restrict U.S. investments in certain parts of the Chinese economy, including technologies that could advance Chinese military or intelligence capabilities, increase these risks. Model Design Risk. Modern financial markets, and the assets that trade in them, are complex and involve many mutually interacting parts and large amounts of information. Models and similar techniques seek to account for certain effects deemed to have predictive value while blocking out other effects deemed quantitatively less important. Models thus provide only a simplified picture of actual markets. As a result, these investment techniques must always involve judgements regarding which dimensions to reflect and which dimensions to disregard in the analysis. Funds are unlikely to be successful unless the assumptions underlying the models developed and fundamental analysis performed by Altimeter prove to be correct and remain correct in the future. When assumptions underlying the models prove to be incorrect, misleading, or incomplete, any decisions made in reliance thereon expose a Fund to potential risks.
Reliance on Data & Data Analytics. Data analytics used by Altimeter are highly reliant on analyzing large amounts of data from third-party data providers and other external sources. Altimeter will use its discretion to determine what data to gather and what subset of that data the strategies and techniques take into account to produce the forecasts that will inform Altimeter’s ultimate trading decisions. In addition, due to the fact that much of this data comes from thirdparty sources, it is inevitable that not all desired and/or relevant data will be available to, or processed by, Altimeter, at all times. Altimeter may determine that certain available data, while potentially useful in generating forecasts and/or making investment and trading decisions, is not cost effective to gather due to third-party vendor costs and, in such cases, Altimeter will not utilize such data. Investors should be aware that, for all of the foregoing reasons and more, there is no guarantee that any specific data or type of data will be utilized in generating forecasts or making investment and trading decisions on behalf of a Fund. Further, Altimeter will rely heavily on the third-party data providers to gather data sets, and if information that it receives from a third-party data source is incorrect, Funds may be negatively impacted, and may not achieve its desired results. Although Altimeter will use third-party data sources it believes to be generally reliable, Altimeter typically receives these services on an “as is” basis and cannot guarantee that the data received from these sources will be accurate. Altimeter is not responsible for errors by these sources. Third-Party Litigation and Investigations by Regulators. The Funds, the General Partner, Altimeter, their affiliates and each of their respective direct and indirect partners, members, managers, officers, directors, employees and agents may become involved in litigation and investigations because of their connection to the Funds’ activities. Such involvement could, by way of example and without limitation, involve litigation with third parties (including investors, co-investors, owners and other stakeholders of portfolio companies and companies in which an investment was contemplated but not ultimately consummated) or investigations by regulators in connection with the Funds’ investment activities or matters involving actual or potential investments. Any expense incurred in connection with any actual or potential third-party claims or litigation, regulatory inquiries or any other of the foregoing, will be borne by the Funds, including without limitation any settlement, disgorgement or judgment, as well as fees and expenses associated with engaging experts and other providers in connection with such matters.
Item 9. Disciplinary information
Altimeter has no applicable information to disclose with respect to this Item.
Item 10. Other financial industry activities and affiliations
Altimeter and certain of its affiliates currently rely on exemptions from registration as a commodity pool operator pursuant to CFTC Regulation 4.13(a)(3), which exempts them from registration as a commodity pool operator with the CFTC. Neither Altimeter nor any of its management persons is registered, or has an application pending to register, as a broker, futures commission merchant, commodity pool operator, commodity trading advisor, or any associated person of any of the foregoing entities. Various limited liability companies serve as General Partners of the Funds, and are related persons of Altimeter. For a description of material conflicts of interest created by the relationship among
Altimeter and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below.
Item 11. Code of ethics, participation in client transactions and personal trading
Trading Code of Ethics Altimeter has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. All “access persons” (including employees, managers, officers and other applicable personnel) of Altimeter must comply with the Code. The Code sets forth standards of conduct expected of Altimeter’s personnel, which reflect the fiduciary obligations of Altimeter and its personnel to its Clients and requires Altimeter’s personnel to comply with applicable federal securities laws. The Code also requires any employee of Altimeter to report potential violations of the Code promptly to the Chief Compliance Officer (“CCO”).
Read the rest of Item 11 (22,175 more words)
Altimeter provides each employee with a copy of the Code and any amendments, and employees are required to provide a written acknowledgement that they have received the Code, as amended from time to time. Under the Code, access persons must submit an annual report of brokerage accounts and holdings along with an annual acknowledgement and certification stating that the individual will comply with the Code. The Code further requires personnel to submit certain quarterly transaction reports (or brokerage statements) that detail the individual’s relevant securities transactions for the quarter. Finally, the Code also contains restrictions on the use of insider information and nonpublic information regarding a Client, as well as policies and procedures regarding conflicts of interest, gifts and entertainment, political contributions, outside activities and bribery prevention. Altimeter reserves the right to modify the Code and its other policies and procedures over time. Clients and prospective clients can obtain a copy of the Code upon request by contacting compliance@altimeter.com. Participation or Interest in Client Transactions Altimeter, certain Altimeter Personnel, and affiliates from time to time have invested, and may invest, in and alongside a Fund, either through the General Partner, as direct investors in the Fund, or otherwise (including without limitation potential indirect or synthetic exposure to one or more of a Fund’s investments). A Fund or its General Partner, as applicable, routinely reduces all or a portion of the Management Fee and performance allocation related to the investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Fund or a co-investment opportunity may ask different questions and request different information, Altimeter from time to time provides certain information to one or more prospective investors that it does not provide to all prospective investors or investors. Conflicts of Interest Altimeter engages in a broad range of activities, including investment activities for its own accounts, and provides transaction-related, investment advisory, management and other services
to the Funds and their investments. In the ordinary course of conducting its activities, the interests of the Funds will from time to time conflict with the interests of Altimeter or one another. Certain of these conflicts of interest, as well as a description of how Altimeter addresses such conflicts of interest, can be found below and herein or in the Organizational Documents for the relevant Client. Unless the context clearly indicates otherwise, references in this section to conflicts of interest that may apply to Altimeter should be understood to apply to Altimeter and its affiliates, including the General Partners. Current and prospective investors should understand that (i) the relationship between and among the funds and accounts (including SPACs) managed and/or sponsored by Altimeter (collectively “Altimeter Client Accounts”), on the one hand, and Altimeter, on the other hand, is complex and dynamic and (ii) as Altimeter’s and the Altimeter Client Accounts’ respective businesses change over time, Altimeter and the Altimeter Client Accounts may be exposed to new or additional conflicts of interest. There can be no assurance that this Brochure addresses or anticipates every possible current or future conflict of interest that may arise or that is or may be detrimental to the Altimeter Client Accounts or their investors. Prospective investors should consult with their own advisers regarding the possible implications of their investment in Altimeter Client Accounts of the conflicts described in this Brochure and the Organizational Documents for each Fund. Resolution of Conflicts. In the case of conflicts of interest, Altimeter’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using Altimeter’s best judgment, but in its sole discretion. In resolving conflicts, Altimeter considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: A Fund will not make an investment unless Altimeter believes that such investment is an appropriate investment considered from the viewpoint of the Fund; Many important conflicts of interest will be resolved by set procedures, restrictions or other provisions contained in the Organizational Documents of a Fund; Funds may establish Advisory Boards (as defined below) consisting of certain representatives of investors in the applicable Fund with authority, on behalf of the Funds and the investors, to consider and resolve conflicts of interest; Where Altimeter deems appropriate, a Fund may retain an independent investor representative to serve as an independent fiduciary acting on behalf of a Fund, which representative may resolve potential conflicts of interest; Where Altimeter deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker or valuation agent to opine as to the fairness of a purchase or sale price; and
Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. In addition, certain provisions of a Fund’s Organizational Documents are designed to protect the interests of investors in situations where conflicts exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest will be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives, even where disinterested parties are consulted to review such conflicts. Conflicts of Interest and Affiliations of the General Partners and Altimeter. The General Partners and Altimeter are affiliated companies. As a consequence, a General Partner’s selection of Altimeter to be a Fund’s investment adviser was not made at arm’s length, and such affiliation will serve as an incentive to a General Partner to retain Altimeter as the investment adviser. The General Partners and Altimeter may engage in other activities and businesses and may provide to other clients services substantially identical to the services provided to a Fund. Conflicts of interest may arise as a result of such circumstances. Performance Allocation. With respect to each Fund that is treated as a partnership for U.S. income tax purposes, the capital account of the General Partner is generally allocated a portion of the net investment profit tentatively allocated to such Fund’s investors as described in more detail in such Funds’ offering memoranda. These special allocations are commonly referred to as a carried interest or performance allocation. Since the performance allocation for the Public Funds is based on unrealized appreciation as well as realized gains, the performance allocation would be greater than if it were based solely on realized gains. A General Partner’s entitlement to a performance allocation creates an incentive for the General Partner and/or Altimeter to cause the Fund to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation. Moreover, with respect to the Private Funds, the performance allocation is generally calculated based on net profits, which does not deduct Fund-level expenses (other than certain transaction costs). General expenses of the Funds, including the Management Fee, organizational, administrative, legal, and operational costs, are not offset against, and do not reduce, net profits when determining whether performance allocation is owed to the General Partner. As a consequence, the General Partner may lack economic incentive to minimize a Fund’s expenses, since such expenses do not reduce the General Partner’s entitlement to the performance allocation. For certain of the Public Funds, the incentive described in the preceding sentence is mitigated by a “high water mark” mechanic described above. Each General Partner and Altimeter have broad discretion regarding the allocation of investment opportunities between and among the Altimeter Client Accounts. Because the General Partner’s performance-based compensation could vary with respect to the Altimeter Client Accounts, Altimeter could be incentivized to allocate opportunities among the Altimeter Client Accounts in a manner that would maximize the performance-based compensation earned by (or expected to be retained by) the General Partner. The U.S. tax treatment of performance allocation requires a longer holding period in order to achieve tax rates applicable to long-term capital gains than is applicable ordinarily to capital gains. This holding period requirement creates a conflict between the General Partner and certain investors and may influence investment decisions including decisions relating to the timing or
structure of dispositions and may incentivize the General Partner to defer realization events until such time as the holding period requirement is met, even if there are attractive realization opportunities prior to that time. This conflict of interest does not apply to Fund portfolio investments that would otherwise be held for more than three years or for one year or less. Accordingly, this conflict of interest is generally greater for the Public Funds than the Private Funds or the Co-Investment Funds. Further, these rules could subject individuals who own an interest in the performance allocation to higher tax rates, which may make it difficult for Altimeter to incentivize, attract, and retain individuals to perform services for the Funds. Conflicts Related to Management Fees Based on Net Invested Capital. Pursuant to the Organizational Documents of certain Funds, Altimeter is entitled to annualized Management Fees based on a percentage of the cost basis (determined for U.S. federal income tax purposes) of all portfolio company securities held by the Fund as of the applicable measurement date (i.e., on net invested capital). Altimeter faces conflicts of interest when its Management Fees are based on net invested capital. Specifically, when Management Fees are based on net invested capital rather than committed capital, Altimeter has an incentive to deploy capital and make investments in a manner that would maximize the Management Fees earned by (or expected to be earned by) Altimeter, which could result in Altimeter deploying capital more quickly, in larger amounts, or in different portfolio companies than it otherwise would if the Management Fee were not charged on the basis of net invested capital. The cost basis for each security is determined under U.S. federal income tax purposes and is anticipated to include in certain cases, for instance, diligence expenses, taxes, duties, legal expenses and other costs incurred in connection with the acquisition of the securities to the extent permitted under the Internal Revenue Code (the “Tax Code”). As a result, Altimeter could be incentivized to incur additional expenses, which expenses would be borne by all investors, so as to increase the cost basis of securities and therefore the amount of Management Fee payable by a Fund to Altimeter, potentially materially so. Furthermore, there may be occasions when subjective determinations or differences in market practice among tax lawyers, accountants, and practitioners could lead to differing conclusions as to when a security has been disposed of and what the cost basis of a security held by the Fund is. For instance, to the extent not deemed by Altimeter or the General Partner to be “wholly worthless,” the cost basis of the security would not be reduced and a Management Fee would be owed with respect to the portion of that security’s cost basis not so reduced. Reasonable minds might differ as to whether a security is “wholly worthless” for U.S. federal income tax purposes and such determinations frequently require subjective judgments, which the General Partner will not be obligated to (and, in certain circumstances, does not expect to) resolve in favor of the investors, but rather will resolve based on its own determination. Similar rules under the Tax Code apply to the treatment of debt securities, although those rules in some cases differ and may permit Altimeter to recognize a deduction as to the portion of the debt securities deemed wholly worthless but not all of the debt securities. Because of the high standard for a security to be deemed “wholly worthless” or otherwise disposed of for U.S. federal income tax purposes, the cost basis of a security (and therefore the Management Fee) will effectively not be reduced unless and until the security is written off entirely under the Tax Code. As a result, even if the General Partner writes down the value of a security, such write
down will not reduce the cost basis of a security (or the Management Fee) unless and until the security is written off or otherwise disposed of under the Tax Code. For example, the General Partner may write down the value of a security to zero dollars ($0) for U.S. GAAP purposes but still believe the security is not “wholly worthless” for U.S. federal income tax purposes. Such securities may continue to be valued at zero dollars ($0) for an indefinite period of time without being deemed “wholly worthless” for U.S. federal tax purposes. In these and other circumstances, the General Partner would continue to charge Management Fees on the cost basis of the security, notwithstanding the fact that such security has been written down, including to zero dollars ($0). Investments in Securities by Altimeter and Altimeter Personnel. Personal investments by investment professionals and other personnel of Altimeter or its affiliates and persons related thereto can present potential conflicts of interest. Altimeter’s Code of Ethics places restrictions on personal trades by employees and certain family members thereof, including that they disclose their personal securities holdings and transactions to Altimeter on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Under certain circumstances and subject to these restrictions, as applicable, Altimeter, Altimeter’s personnel, and other related persons of Altimeter and its affiliates (such persons and certain family members of such persons and their respective trusts, charitable programs, endowments or related programs, family investment vehicles, family offices and other estate planning vehicles or similar entities (collectively the “Altimeter Personnel”) will buy and sell securities or other investments for their own accounts, including making investments in securities of public and private issuers separate from Altimeter Client Accounts or alongside Altimeter Client Accounts at different times or in non-pro rata amounts, or in different classes or levels of the capital structure. Altimeter Personnel may also receive securities of a portfolio company of an Altimeter Client Account from such Altimeter Client Accounts as distributions in kind, both in connection with investments made in the Altimeter Client Account as a partner, or as a distribution of carried interest or other incentive allocation. Such amounts may be substantial, and such Altimeter Personnel are entitled to manage such holdings independently of Altimeter. Personal investment by Altimeter and Altimeter Personnel can present potential conflicts of interest because Altimeter or Altimeter Personnel are in a position to trade in a manner that could adversely affect an Altimeter Client Account (e.g., place their own trades before or after the Altimeter Client Account’s trades are executed in order to benefit from any price movements due to the Altimeter Client Account’s trades). In addition to affecting the objectivity of Altimeter and Altimeter’s personnel, these practices may also harm an Altimeter Client Account by adversely affecting the price at which the Altimeter Client Account’s trades are executed. It is possible that personal securities transactions by Altimeter Personnel, including those approved pursuant to the Firm’s Code of Ethics, generate significantly higher investment returns (or avoid significant losses) to such Personnel than an Altimeter Client Account’s investment transactions generate (or avoid) for its own investors. Altimeter Personnel have in the past made, and expect in the future to make or hold for their own account (including holdings acquired separate from any affiliation with Altimeter or the Funds it advises) an investment in a portfolio company that, following such investment, is later determined to be suitable or appropriate for Altimeter Client Accounts (e.g., a later round of financing). This includes “angel” and “seed checks” in which Altimeter Client Accounts may later invest. In such circumstances, an Altimeter Client Account may invest in the company even though Altimeter Personnel already hold interests in it. Altimeter Personnel may make a concurrent or subsequent investment in the portfolio company, even if such investment limits the Altimeter Client Account’s
desired allocation, or may maintain or sell their interests at any time, in each case without regard to the actions of the Altimeter Client Account. Altimeter and/or Altimeter Personnel have made, and may continue to make, personal investments to provide additional sourcing opportunities for new investments to be made by Altimeter Client Accounts. Altimeter Personnel holding an investment for their own account in a portfolio company that is later determined to be suitable or appropriate for Altimeter Client Accounts may also participate in making such determination and may, and frequently will, be involved in recommending the investment to the Altimeter Client Account(s). This presents various actual and potential conflicts of interest, including without limitation because Altimeter Personnel would have independent financial, relationship-driven or other interests in causing the Altimeter Client Account(s) to invest in that opportunity (potentially at a higher price or with worse terms than an investment could have in the absence of such conflicts), and Altimeter Personnel’s investment or relationships may be enhanced as a result of the Altimeter Client Account(s)’ investment. In other situations, Altimeter Personnel 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 the Altimeter Client Accounts, for example, by recommending securities to the Altimeter Client Accounts, or buying or selling securities for the Altimeter Client Accounts, at or about the same time that Altimeter or Altimeter Personnel buy or sell the same securities for its and/or their own account. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by the Altimeter Client Accounts. Altimeter and Altimeter Personnel may also buy securities in transactions offered to but rejected by the Altimeter Client Accounts. In these situations, a conflict of interest will arise because Altimeter and Altimeter Personnel, may for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Altimeter on behalf of Altimeter Client Accounts. In such circumstances, Altimeter and Altimeter Personnel will not share or reimburse the Altimeter Client Accounts and/or Altimeter for any expenses incurred in connection with the investment opportunity, which expenses may be substantial. It is also possible that Altimeter, in its sole discretion, later determines that such company is a suitable investment for an Altimeter Client Account due to developments with respect to the company or the Altimeter Client Account’s portfolio or, subject to the terms of the Altimeter Client Account’s operating agreement, changes to Altimeter’s investment approach. In such a circumstance, the Altimeter Client Account may invest in the company even though Altimeter Personnel already hold interests in it, and, subject to Altimeter’s pre-clearance policy, Altimeter Personnel will be permitted to buy additional interests, maintain their interests or sell their interests, in each case without regard to the actions of the Altimeter Client Account. In this case, again, such Altimeter Personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Altimeter on behalf of the Altimeter Client Account but will not share or reimburse the Altimeter Client Account and/or Altimeter for any expenses incurred in connection with the investment. In addition, Altimeter Personnel may buy securities and hold investments as passive investment vehicles, such as private equity funds, venture capital funds, hedge funds, real estate funds, mutual funds and other investments, including potential competitors of the Altimeter Client Accounts (including potential investments for purposes of sourcing future investment opportunities), and/or which may invest in similar sectors or industries as the Altimeter Client Accounts. There could be situations in which such investment vehicles invest in the same securities as the Altimeter Client
Accounts. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Altimeter Client Accounts. Altimeter and Altimeter Personnel can execute transactions in personal holdings in securities of portfolio companies of the Funds in sophisticated and flexible ways, for example through boxing, hedging, exercising options, swaps, forward contracts, exchange funds and other derivative and synthetic means, together with various sales and purchase techniques that will allow Altimeter and Altimeter Personnel to attempt to optimize their position. These actions present a conflict because Altimeter or Altimeter’s Personnel are in a position to trade in a manner that could adversely affect the Altimeter Client Accounts (e.g., place their own trades before or after the Altimeter Client Account’s trades are executed in order to benefit from any price movements due to the Altimeter Client Account’s trades). The potential exists for personal securities transactions by Altimeter Personnel, including those that have been pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than any of the Altimeter Client Account’s investment transactions generate for its own investors. Investors will not have access to the results of such trading because of its confidential nature. Altimeter Personnel may invest in other Altimeter Client Accounts. Such investments pose a risk that Altimeter Personnel who are in a position to control the allocation of investment opportunities will favor those other Altimeter Client Accounts in which they invest, particularly in the case of limited opportunities (such as initial public offerings and private placements) or other investments that are otherwise subject to limited capacity. Altimeter Personnel have access to information that is not available to Fund investors. The investment policies, fee arrangements and other circumstances of the Altimeter Client Accounts’ investments vary from those of the Altimeter Client Accounts. If Altimeter, its related persons or its supervised persons have made capital investments in or alongside one or more Altimeter Client Accounts, they will have conflicting interests with respect to such personal investments and potentially therefore with respect to the Altimeter Client Accounts, including without limitation with respect to the availability and timing of liquidity of such investments. Altimeter may refrain from providing advice concerning securities of issuers of which any Altimeter Personnel are officers or directors. Altimeter has policies designed to limit the sharing and use of MNPI that may become available through these relationships. From time to time, the Altimeter Client Accounts’ activities may be restricted because of regulatory requirements applicable to Altimeter and/or its internal policies designed to comply with or limit the applicability of such requirements. For example, there may be periods when Altimeter will not initiate or recommend certain types of transactions in certain securities or instruments when position limits have been reached. Further, if Altimeter Personnel serve as directors of companies the securities of which Altimeter Client Accounts invest or wish to purchase or sell, there may be periods when Altimeter will not be able to initiate transactions in those securities. In addition, Altimeter may acquire confidential information or otherwise be restricted from initiating transactions in certain investment opportunities, and, in such event, Altimeter will not be free to divulge, or act upon, any such confidential information with respect to its management of the Altimeter Client Accounts. Due to such confidential information or restrictions, Altimeter may not initiate or liquidate investments for the Funds in the manner in which it otherwise would.
Outside Activities of Investors. Investors in a Fund are entitled to and can be expected to have business interests and engage in activities in addition to those relating to such Fund, including business interests and activities in direct competition with the Fund and its portfolio companies, and may engage in transactions with, and provide services to, the Fund or its portfolio companies (which will, in certain circumstances, include providing leverage or other financing to the Fund or its portfolio companies as determined by Altimeter in its sole discretion). None of the Funds, any investor or any other person will have any rights by virtue of the relevant Organizational Documents or any related agreements in any business ventures of any other investor. Investors, and in certain cases Altimeter and its affiliates, will have conflicting loyalties in these situations. Outside Activities of Altimeter Personnel and their Family Members. Potential or actual conflicts of interest also exist whenever Altimeter Personnel, control persons, related persons, or other affiliates engage in outside business activities. Such Altimeter Personnel and their affiliates could have a personal financial or other incentive to cause the Clients to make investments, trade securities or to undertake and pay for other business transactions in a manner that is beneficial to Altimeter, Altimeter Personnel, and/or its or their affiliates’ outside business activities or personal interests, but that is also detrimental to one or more Funds. This can include, but is not limited to, outside activities that expose the Altimeter and/or Altimeter Personnel to information that affects the investment activity of the Clients. Furthermore, certain Altimeter Personnel and/or have family members or relatives are actively involved in industries and sectors in which the Altimeter Client Accounts invest or have business, personal, financial or other relationships with companies in such industries and sectors (including the advisors and service providers described elsewhere herein) or other industries, which gives rise to potential or actual conflicts of interest. For example, such Personnel or family members or relatives might be officers, directors, personnel or owners of companies or assets which are actual or potential investments of the Altimeter Client Accounts, service providers to the Altimeter Client Accounts or other counterparties of the Altimeter Client Accounts and its portfolio companies and/or assets. The fees charged by these service providers can differ from the rates of other thirdparty service providers, and Altimeter is not obligated to choose service providers with lower rates or to benchmark these fees against the market. Moreover, in certain instances, the Altimeter Client Accounts or their portfolio companies may purchase from, sell to, or otherwise transact with, companies or assets that are owned by such Personnel or family members or relatives or in respect of which such Personnel or family members or relatives have other involvement. The General Partners are permitted to admit to the Altimeter Client Accounts certain family members or relatives, and the firms with which they are associated, on more favorable terms as compared to other investors. Investors rely on Altimeter to manage these conflicts in its sole discretion. Allocations of Trades and Investment Opportunities. The General Partners and Altimeter were formed for the purpose of managing each Fund and other Altimeter Client Accounts, and Altimeter has formed, and will in the future form, additional entities that are under its common control. Altimeter’s investment professionals will spend substantially all of their business time performing these duties for each Fund, the other Altimeter Client Accounts, and one or more additional investment vehicles or investment advisory relationships that may be established in the future. Altimeter and the General Partners and their affiliates have given, and may in the future continue to give, advice and recommend securities to other Altimeter Client Accounts that follow an
investment program that is not dissimilar to that of each Client, which advice may differ from advice given to, or securities recommended or bought for, any other Client. The General Partners, through their affiliates, and Altimeter currently advise, and may in the future advise, other accounts, and may establish other investment vehicles that are designed to take advantage of one or more particular investment opportunities or invest within a certain theme or sector, among other potential mandates. In connection with its investment activities, Altimeter will encounter situations in which it must determine how to allocate investment opportunities among various Altimeter Client Accounts. Altimeter must first determine which Altimeter Client Accounts are eligible to participate in an investment opportunity. As an initial matter, Altimeter assesses whether an investment opportunity is appropriate for one or more Altimeter Client Account(s), based on the type of security and each Altimeter Client Account’s investment objectives, strategies and structure, which are typically reflected in such Altimeter Client Account’s Organizational Documents. Once this initial assessment is made, Altimeter will then assess whether and how to allocate such investment opportunities across multiple Altimeter Client Accounts for which the opportunity might be appropriate. As part of this process, and before ultimately allocating an investment opportunity, Altimeter determines what additional factors may restrict or limit the offering of an investment opportunity to an Altimeter Client Account. These factors and considerations may include, but are not limited to: •
Related Investments: Altimeter may offer an investment opportunity related to an investment previously made by an Altimeter Client Account(s) to such Altimeter Client Account(s) to the exclusion of, or resulting in a limited offering to, other Altimeter Client Accounts.
•
Legal, Regulatory and Contractual Exclusions: Altimeter may determine that certain Altimeter Client Accounts or investors in such Altimeter Client Accounts should be excluded from an allocation due to specific legal, regulatory, contractual or other restrictions placed on the participation of such Altimeter Client Accounts in certain types of investment opportunities.
These considerations could result in an Altimeter Client Account not participating in an investment opportunity at all or participating to a lesser extent than it would have participated absent such considerations or other priority rights. Subject to the terms of the Organizational Documents of the applicable Altimeter Client Accounts and Altimeter’s policies and procedures as amended from time to time, certain Altimeter Client Accounts have priority over investment opportunities in public securities. Once the participating Altimeter Client Account(s) have been identified (after considering factors such as the type of security, each Altimeter Client Account’s investment objectives, strategies and structure, legal, regulatory and contractual exclusions and whether an investment is a related or follow-on investment), and except as otherwise provided for in Altimeter’s policies and procedures, Altimeter will generally seek to offer specific investment opportunities in or with respect to public securities to each such participating Altimeter Client Account such that each such participating
Altimeter Client Account will have comparable exposure to the specific public security in question, taking into consideration its existing portfolio and size, among other factors. Alternatively, certain factors, including factors enumerated below, may at times justify an allocation that deviates from the standard set forth in the previous sentence. In such instances, Altimeter will document the reason for such allocation in connection with the trade. These factors, include, but are not limited to, each Altimeter Client Account’s (1) investment strategy, objective, focus, and profile (including with respect to target risk, target liquidity/distribution, and target returns and industry and other allocation targets); (2) existing positions, concentration, and expectations about future support for existing positions; (3) available investment capital and expected future capital needs and availability for both investments and expenses (including whether an Altimeter Client Account is able to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any); (4) legal, regulatory, contractual, or other restrictions, requirements or constraints; (5) current liquidity and expected future liquidity needs and availability and reserves (including whether an Altimeter Client Account is able to commit to invest all capital required to consummate a particular investment opportunity); (6) overall existing and expected cash, company, sector, industry, geographic, or market exposure and concentration; (7) the availability of other suitable investments for the Altimeter Client Account, expected future investment opportunities, and other opportunitycost/ investment-alternative determinations; (8) total Altimeter Client Account size in relation to the investment opportunity’s size; (9) remaining available investment period and Altimeter Client Account age/vintage generally; (10) existing and expected future recycling opportunities; (11) current market conditions and volatility that may affect position sizing, liquidity profiles, and leverage decisions; (12) portfolio construction, including position size relative to total portfolio, diversification (including the actual, relative or potential exposure of an Altimeter Client Account to the type of investment opportunity in terms of its existing portfolio), and correlation with existing holdings; (13) transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of a particular Altimeter Client Account to or with such third party) and the provision of strategic value with respect to one or more actual or prospective transactions or other initiatives over time; (14) lender covenants and other limitations; (15) any “ramp-up” period of a newly established Altimeter Client Account or in the context of new or follow-on capital commitments; (16) the size, liquidity and duration of the investment; (17) stage of development of the prospective portfolio company; (18) the anticipated holding period of the investment; (19) the composition of each Altimeter Client Account’s portfolio and each Altimeter Client Account’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of an Altimeter Client Account’s investment mandate including whether mandates are identified as primary or secondary, and whether the mandate is limited or otherwise restricted to specific types of investments/assets; (20) the suitability as a follow-on investment for a current portfolio company of an Altimeter Client Account or to upsize an existing investment; (21) the timing expected necessary to execute an investment; (22) the amount and use of leverage, if any, in the proposed capital structure; (23) the availability of other suitable investments for each Altimeter Client Account; (24) supply or demand of an investment opportunity at a given price level; (25) risk and risk management considerations; (26) cash flow considerations; (27) the centrality of an investment to an Altimeter Client Account’s strategy; (28) asset class restrictions; (29) the seniority of an investment and other capital structuring criteria; (30) minimum and maximum investment size requirements; (31) tax and accounting implications; (32) whether an investment
opportunity requires additional consents or authorizations from an Altimeter Client Account, investors or third parties; (33) whether an investment opportunity would enable an Altimeter Client Account to qualify for certain programmatic benefits or discounts that are not readily available to other Altimeter Client Accounts including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions; (34) avoiding allocations that could result in de minimis or odd lot investments; (35) the future ability to put capital to work in an investment; (36) structural and operational differences between the Altimeter Client Accounts; (37) offering an investment opportunity related to an investment previously made by an Altimeter Client Account(s) to such Altimeter Client Account(s); (38) whether the investment opportunity would create an actual or potential conflict of interest with respect to an Altimeter Client Account, Altimeter or its affiliates; (39) any other relevant limitations imposed by or conditions set forth in the applicable offering and Organizational Documents of each Altimeter Client Account; (40) other relevant investment-related facts and circumstances that are applicable to any particular investment and/or to any particular Altimeter Client Account; and (41) other relevant facts and circumstances relevant to furthering the aim of giving, over time, each Altimeter Client Account equal access to generally equivalent quality and quantity of investment opportunities (allowing due consideration for the foregoing investment-related, portfolio-management, and generalallocation considerations). Once investment allocations have been made, trade orders will be aggregated whenever reasonable. The public securities purchased pursuant to, or the proceeds from the sale of public securities from, aggregated trades will be allocated proportionally based on the allocations made pursuant to the immediately preceding paragraph. If trade orders are aggregated, Altimeter seeks to ensure that combined orders are based upon pre-order allocations. Otherwise, Altimeter will generally place trades in the order they are received. When an additional order with respect to a public security is placed while another order in that public security has not been completed, Altimeter will generally batch the remainder of the earlier order with the additional order. Altimeter may choose not to batch when the allocations made between clients pursuant to Altimeter’s policy for allocation of investment opportunities differ from one trade to the next or when more than a de minimis period of time has elapsed between the first and second trade, among other scenarios. In such scenarios, Altimeter may not batch the trades at all or may combine orders in such a fashion that, in its sole discretion, Altimeter believes to be in the best interests of the respective Clients. Altimeter has adopted specific procedures with respect to allocations of, and trade process with respect to, IPOs, and specific IPO investment-opportunity allocations among the participating Altimeter Client Account(s) are based on the factors set forth above and are made pursuant to procedures adopted by Altimeter from time to time. These procedures have in the past resulted in, and could in the future result in, certain Altimeter Client Account(s) not receiving a pro rata allocation of IPO shares or not receiving any allocation at all, particularly if it is a limited IPO opportunity. Subject to the terms of the Organizational Documents of the applicable Altimeter Client Accounts and Altimeter’s policies and procedures as amended from time to time, certain Altimeter Client Accounts have a lower priority for investment opportunities in private securities. If Altimeter determines that certain Altimeter Client Accounts should not receive all of any available private securities, then Altimeter may allocate some or all of those private security investments to certain other Altimeter Client Accounts with due consideration for the investment-related differences between such Altimeter Client Accounts, including the fact that such other Altimeter Client
Accounts may have a far larger and much more liquid investment-opportunity universe, and including the other general allocation factors set forth above. Altimeter will have no obligation to advise any particular Altimeter Client Account to purchase or sell a security, enter into a transaction, or provide an investment opportunity to such Altimeter Client Account solely because Altimeter advises another Altimeter Client Account to purchase or sell the same security, or enter into a transaction with respect to such investment and Altimeter will have no obligation to provide an investment opportunity to one Altimeter Client Account as a result of providing such investment opportunity to any other Altimeter Client Account, in each case, if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for such Altimeter Client Account. Moreover, certain of the Organizational Documents of the Altimeter Client Accounts may provide such Altimeter Client Accounts with priority of access over other Altimeter Client Accounts as to investment opportunities, even where such investments are suitable, practicable and desirable for such other Altimeter Client Accounts. This creates a conflict of interest insofar as it requires Altimeter to provide investment opportunities to one or more Altimeter Client Accounts and, only once such Altimeter Client Accounts have had their share, would such opportunities be made available to other Altimeter Client Accounts. Furthermore, when another Altimeter Client Account is ramping up its investment or trading strategies (including by acquiring new or additional capital commitments in the case of the Public Funds), it may receive larger allocations of certain securities of portfolio companies than another Altimeter Client Account in order to obtain its desired risk and portfolio size. Conversely, because certain Altimeter Client Accounts have ramped up their investment and trading strategies, they may receive reduced or no allocations of certain portfolio company securities. And for certain periods of time while Altimeter Client Accounts are pursuing the same or similar investment strategies and have available capital to invest, they may invest alongside one another and in the same opportunities in equal or varying proportions. Altimeter makes allocation determinations based solely on Altimeter’s expectations at the time such investments and dispositions are made; however, investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Altimeter Client Account in hindsight. In addition, an Altimeter Client Account may not pursue an investment opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Altimeter Client Accounts or investments made by other Altimeter Client Accounts and/or their portfolio companies. In some cases, Altimeter’s observation and application of the investment allocation requirements set forth in an Altimeter Client Account’s Organizational Documents will adversely affect the price paid or received by the Altimeter Client Account, or the size of the position purchased or sold by the Altimeter Client Account. Allocation determinations are often subjective and can give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Altimeter Client Accounts with differing fee, expense and compensation structures, Altimeter has an incentive to allocate investment opportunities to the Altimeter Client Accounts from which Altimeter or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. While Altimeter strives to allocate investment opportunities using its best judgment and in accordance with its policies and procedures, there can be no assurance that an Altimeter Client Account’s actual allocation of an investment opportunity, if any, or the terms on which that
allocation is made will be as favorable as they would be if the conflicts of interest to which Altimeter is subject, discussed herein, did not exist. Altimeter makes allocation determinations based solely on Altimeter’s expectations at the time such investments are made, however, investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Altimeter Client Account in hindsight. In addition, an Altimeter Client Account may not pursue an opportunity that is within its mandate as a result of trading activities of, or other investments made by, other Altimeter Client Accounts and/or their portfolio companies. Altimeter and/or one Altimeter Client Account may invest in the securities offerings of a portfolio company held by another Altimeter Client Account (including through initial public offerings). A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either an Altimeter Client Account or a portfolio company of another Altimeter Client Account. In addition to conflicts of interest arising from the allocation of such securities, these circumstances also lead to similar conflicts described below under “Conflicting Investment Interests.” Co-Investments with Other Altimeter Client Accounts and Third Parties. The Funds have in the past co-invested, and may in the future co-invest, with other Altimeter Client Accounts, Altimeter Personnel, and/or third parties in certain opportunities. Management of these co-investments, separate from the investment decision itself, may create conflicts of interest between one or more Funds and such other co-investors, including with respect to decisions related to restructurings, recapitalizations, follow-on investments, and other strategic actions. A Fund, Altimeter Personnel, and other Altimeter Client Accounts will often have different investment objectives and limitations, such as return objectives, portfolio diversification needs, available capital, leverage limitations and maximum hold periods, any of which alone, or in combination, could impact how such conflicts are addressed. Even when one Fund and other Altimeter Client Accounts invest in the same securities on similar terms, conflicts of interest will still occur due to the differing investment profiles and timing of dispositions among the investors. Altimeter’s ability to take certain actions regarding portfolio investments in which Altimeter Client Accounts have coinvested may be influenced by Altimeter’s duties to those accounts or by applicable laws, including the Advisers Act. Consequently, Altimeter may make decisions that favor certain Altimeter Client Accounts over one or more other Funds. Similarly, Altimeter may be compelled to take specific actions due to these duties or potential conflicts. Altimeter has broad discretion in allocating coinvestment opportunities, which may be offered to all, some, or none of the Funds’ investors, and/or to other Altimeter Client Accounts, Altimeter Personnel, and/or third parties who are not investors in any Altimeter Client Accounts. It is expected that many third parties interested in coinvestment opportunities will not receive any allocation or will receive less than the amount they requested. If any excess allocation remains available after Altimeter has determined and made appropriate allocations to the participating Altimeter Client Accounts (based on the general allocation factors described above under “Allocations of Trades and Investment Opportunities”), and/or to the extent Altimeter determines to not allocate investment opportunities to certain Altimeter Client Accounts, including but not limited to when such opportunity is not within such Altimeter Client Accounts’ investment mandates, for portfolio management considerations and/or certain other legal,
regulatory and contractual restrictions, then Altimeter may allocate the excess investment capacity to a co-investment vehicle, which may include (as co-investors) Altimeter Personnel, other Altimeter affiliates, existing investors in one or more Altimeter Client Accounts, and/or thirdparties who are not existing investors in any Altimeter Client Accounts. In addition, Altimeter may from time to time agree to give particular Altimeter Client Accounts, investors, or third parties priority access to co-investment opportunities. The existence of such priority or other contractual co-investment access rights will not be disclosed to investors in the Altimeter Client Accounts, could affect Altimeter’s decision to offer certain opportunities for co-investment, and could limit the ability of Altimeter Client Accounts or their investors to be offered certain co-investment opportunities. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by an Altimeter Client Account, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to an Altimeter Client Account. In the event that Altimeter determines to offer an investment opportunity to co-investors, there can be no assurance that it will be successful in offering a co-investment opportunity to a potential coinvestor, in whole or in part; that the closing of such co-investment will be consummated in a timely manner; that the co-investment will take place on the terms and conditions that will be preferable for an Altimeter Client Account; or that expenses incurred by an Altimeter Client Account with respect to the offering of the co-investment will not be substantial. An Altimeter Client Account will bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may from time to time have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of an Altimeter Client Account, and, as a result, may take a different view from Altimeter as to appropriate strategy for an investment or may be in a position to take a contrary action to an Altimeter Client Account’s interests. In the event that Altimeter is not successful in finding co-investors for a particular opportunity (or finding fewer than expected), an Altimeter Client Account will consequently have greater exposure to the related investment opportunity than was intended, and would bear a greater portion (and potentially all) of any fees, costs and expenses related to such investment including, but not limited to, break-up fees, and hold a larger than expected portion of such investment, which could make the Altimeter Client Account more susceptible to fluctuations in value resulting from adverse economic or business conditions. Moreover, an investment by an Altimeter Client Account that is not offered to co-investors as anticipated could significantly reduce the Altimeter Client Account’s overall investment returns. Therefore, it is possible that if an Altimeter Client Account overcommits to an investment, it will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Additionally, the amount that Altimeter targets for existing Altimeter Client Accounts versus co-investors may and often does change over the course of the diligence and negotiation process due to many different factors, including macroeconomic factors, changes in valuation, newly sourced opportunities, the ability (or lack thereof) to recycle existing holdings into a new investment opportunity, portfolio composition and management, demand (and changes thereof) from co-investors, among many others. This will result in Altimeter Client Accounts having a greater or lesser share of the investment than initially targeted or intended.
Subject to the terms of the Organizational Documents of the applicable Altimeter Client Accounts and any side letters, Altimeter has complete and total discretion as to whether and when to offer co-investment opportunities, in what amounts, subject to what terms and conditions, and to whom. Co-investment opportunities are generally offered to a limited number of potential co-investors. In exercising Altimeter’s discretion to decide how to allocate investment opportunities among potential co-investors (including side-by-side co-investment rights), Altimeter may consider some or all of a wide range of factors, which may include, but are not limited to, its own interests and/or one or more of the following (and which are not listed in any order of importance or priority): (1) Altimeter’s evaluation of the size and financial resources of the potential co-investment party (including the ability of a co-investment party to commit to a significant portion of the opportunity and/or the size of a co-investment party commitment to or investment in a Client) and Altimeter’s perception of the ability of that potential co-investment party (in terms of, for example, staffing, expertise, and other resources or similar synergies) to efficiently and expeditiously participate in the investment opportunity with the relevant Client(s) without harming or otherwise prejudicing such Clients(s), in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required); (2) any confidentiality concerns Altimeter may have that may arise in connection with providing the potential co-investment party with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity; (3) a potential co-investment party’s history with respect to participation in opportunities and Altimeter’s evaluation of its past experiences and relationships with that potential co-investment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by Altimeter and the expected amount of negotiations required in connection with a potential co-investment party’s commitment; (4) the character and nature of the co-investment opportunity (including the potential co-investment amount, structure, geographic location, tax characteristics and relevant industry); (5) level of demand for participation in such co-investment opportunity; (6) the ability of a potential co-investment party to aid in operating or monitoring a portfolio company, the possession of certain expertise by a potential co-investment party, whether a co-investment party is a strategic investor, the potential co-investment party’s relationship with the management team of the potential portfolio company, and/or whether the potential coinvestment party has any existing positions in the portfolio company; (7) the extent to which a potential co-investment party has been provided a greater amount of co-investment opportunities relative to others; (8) whether the potential co-investment party would require any governance rights that would complicate the transaction (or, alternatively, whether the potential co-investment party would be willing to defer to Altimeter and assume a passive role in governing a portfolio company); (9) any interests a potential co-investment party has in any competitors of the portfolio company; (10) the ability of a potential co-investment party to hold investments for longer periods of time (or indefinitely); (11) Altimeter’s perception of whether the investment opportunity may subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media or other burdens that make it less likely that the potential coinvestment party would act upon the investment opportunity if offered; (12) Altimeter’s evaluation of whether a particular potential co-investment party has provided value in sourcing, establishing relationships, participating in diligence and/or negotiations for such potential transaction or is expected to provide value to the business or operations of a portfolio company post-closing; (13)
Altimeter’s evaluation of whether the profile or characteristics of the potential co-investment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Clients to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Client wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential coinvestment party is based, may affect the likelihood of a Client being able to capitalize on a potential investment opportunity); (14) whether the potential co-investment party will make commitments to invest in other Clients (including concurrently with the applicable co-investment) as well as commitments to future funds raised by Altimeter; (15) whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Clients (i.e., a stapled co-investment opportunity); (16) whether the potential co-investment party has expressed interest in being presented with coinvestment opportunities in connection with an investment (or prospective investment) in an Altimeter Client Account; and (17) whether Altimeter believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to the Clients or future Clients and/or Altimeter and whether the potential co-investment party has demonstrated a long-term and/or continuing commitment to the potential success of the current or future Clients and/or Altimeter. Altimeter’s discretion in allocating investment opportunities among potential co-investors is likely to result in Altimeter favoring some co-investors over others and lead to non-proportional allocations amongst such investors, which may be more or less advantageous to some co-investors relative to others. For instance, Altimeter may be incentivized to offer a co-investment opportunity to certain parties over others based on the desire for them to invest in another Altimeter Client Account or because of economic arrangements with those parties. Additionally, co-investments may not be made on the same terms as a Fund’s investment. Co-investors typically do not pay the same management, administrative, or performance fees, if any, and they may negotiate expense caps in the co-investment vehicle. If so, a Fund may be financially responsible for, or reimburse co-investors for amounts exceeding, the cap as well as any amounts exceeding other contractual limitations applicable to the vehicle or investments in which both the vehicle and the Fund participate. Moreover, investors in other Altimeter Client Accounts and third parties approached as potential co-investors generally do not bear Broken Deal Costs (as defined above) and are not subject to the same risks as a Fund throughout the investment process. Certain or all of these Broken Deal Costs and any costs associated with the formation and related expenses of a coinvestment vehicle, to which investors are not ultimately admitted, have in the past been, and may in the future be, borne entirely by the Altimeter Client Accounts selected by Altimeter as proposed investors for such investments. This selection can be based on estimates of how much these Altimeter Client Accounts theoretically would have invested, which are inherently subjective and subject to significant potential inaccuracies and variations over time. These estimates may not follow any predictable or consistent methodology, and the costs will not be borne by any coinvestment vehicle or other co-investors. Secondary Transactions. To the extent Altimeter has discretion over granting or withholding consent to a secondary transfer of interests in a Fund pursuant to such Fund’s Organizational Documents, or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other agreement), Altimeter will do so in
its sole discretion, generally taking into account its own interests as well as certain factors that include, without limitation, some or all of the following factors: •
Altimeter’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;
•
Altimeter’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or Altimeter and the expected amount of negotiations required in connection with a potential purchaser’s investment;
•
Whether the potential purchaser would subject Altimeter, the applicable Fund, or their affiliates to legal, regulatory, reporting, public relations, media or other burdens;
•
A potential purchaser’s investment into another Fund (including any commitment, or agreement to make a commitment, into an existing or future Fund);
•
Requirements and/or acknowledgements in such Fund’s Organizational Documents; and
•
Such other facts as Altimeter deems appropriate under the circumstances in exercising such discretion.
Additionally, from time to time Altimeter becomes aware of existing investors in a Fund (including existing investors that are affiliates of Altimeter that are interested in selling their interests in a Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of Altimeter) that are interested in acquiring interests in a Fund through a secondary transfer. In such instances Altimeter could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount to net asset value) and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. Altimeter has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. Subject to the applicable Fund’s Organizational Documents, Altimeter may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the Fund’s General Partner, its affiliates, or Altimeter Personnel, and has no obligation to notify any or all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory board approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other circumstances. Purchases by the Fund’s General Partner, its affiliates, or Altimeter Personnel can create conflicts, including pricing and valuation judgments (including transactions at discounts to NAV without market checks), information asymmetries,
allocation of opportunities and expenses, effects on Management Fees and performance allocation, incentives to favor purchasers that provide (or are expected to provide) commitments to other Altimeter Client Accounts, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the Fund’s General Partner, its affiliates, or Altimeter Personnel. Subject to the applicable Fund’s Organizational Documents and applicable law, Altimeter exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to any or all investors and without any obligation to offer opportunities pro rata or any other particular methodology. Follow-on Investments. An Altimeter Client Account’s investment in portfolio companies in which another Altimeter Client Account has previously invested will present conflicts of interest, including determination of the equity component and other terms of the new financing as well as the allocation of the investment opportunities as between the subsequently investing Altimeter Client Account(s) and the previously investing Altimeter Client Account(s). Subject to the respective Organizational Documents of the Altimeter Client Accounts, Altimeter will have sole discretion to allocate follow-on investment opportunities in portfolio companies of the Altimeter Client Accounts among such vehicles, and it may be incentivized to allocate such opportunities among Altimeter Client Accounts in a manner that benefits Altimeter and its affiliates over the interests of the investors in such Altimeter Client Accounts. In the event that an existing portfolio company of another Altimeter Client Account seeks financing, and Altimeter determines that it is not appropriate or possible for the Altimeter Client Accounts invested in the company to participate for any reason and whether in whole or in part, Altimeter may have an incentive to allocate such investment opportunity to certain Altimeter Client Accounts, including to benefit the Altimeter Client Accounts already invested in the portfolio company. If the price at which an Altimeter Client Account invests exceeds the price at which another Altimeter Client Account invested, such Altimeter Client Account’s investment benefits (or could be deemed to benefit) the other Altimeter Client Account, and such other Altimeter Client Account may capitalize on the increase in value by liquidating its position. Alternatively, an Altimeter Client Account might invest in a portfolio company owned by another Altimeter Client Account at a price per share that is lower than the price at which the other Altimeter Client Account invested. This could occur, for instance, in down-rounds and pay-to-plays when the portfolio company is not performing well or is cash strapped. In such situations, the participating Altimeter Client Account’s investment in such a portfolio company benefits (or could be deemed to benefit) the other Altimeter Client Account whose investment might be materially harmed—if not rendered worthless—if the participating Altimeter Client Account or another Altimeter Client Account did not participate in the investment opportunity. The conflicts associated with a follow-on investment in the above circumstances are especially heightened when Altimeter leads or co-leads the financing round, as the terms of the financing are not always exposed to external market forces. These types of followon investments can also benefit Altimeter and its affiliates insofar as the participating Altimeter Client Account’s investment preserves or enhances the value of existing investments of Altimeter Client Accounts, thereby benefiting Altimeter’s track record, its ability to raise capital, and potentially its compensation through Management Fees and increased carried interest. In addition, Altimeter may cause an Altimeter Client Account to participate in re-leveraging and recapitalization transactions involving portfolio companies in which another Altimeter Client Account has already invested or will invest. Other conflicts of interest may arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower
than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. See “Conflicting Investment Interests,” below. By investing in an Altimeter Client Account, investors have no contractual right to participate in a follow-on investment in the same portfolio company or any other company and Altimeter is under no obligation to provide investors with any such opportunities. Altimeter may offer followon opportunities to certain investors and not others. See “Co-investments with Other Altimeter Client Accounts and Third Parties” above. Seed Investments by Altimeter and Altimeter Personnel in Future Products. From time to time, Altimeter, Altimeter Personnel and/or their affiliates serve as the initial investors in newly established Altimeter investment funds before they are offered more broadly. This is commonly referred to as “seeding” such funds. Altimeter’s principal and/or certain Altimeter Personnel have seeded, and expect in the future to seed, investment funds that will utilize new investment strategies and that are expected to be offered to qualified outside investors in the future. Although the strategy of a newly seeded fund may be different from that of the existing Altimeter Client Accounts, there is potential for overlap with a portion of the investment strategies and portfolio of such Altimeter Client Accounts. Altimeter’s management of a proprietary vehicle, such as a newly seeded fund, alongside the existing Altimeter Client Accounts, creates a potential incentive to favor the proprietary vehicle over the Altimeter Client Accounts in the allocation and timing of investments. See “Allocations of Trades and Investment Opportunities.” Bridge Loans to the Funds by Altimeter, the Managing Member, and/or its Affiliates. Altimeter, the Managing Member, the General Partner, and/or its or their affiliates have in the past, and may in the future, loan cash to a Fund on a short-term basis for the purpose of bridging pending capital calls from investors (“Bridge Loans”). The determination of whether or not to make a Bridge Loan and terms of any lending is made in the sole discretion of Altimeter, the Managing Member, the General Partner, and/or its or their affiliates. To the extent that Altimeter, the Managing Member, the General Partner, and/or its or their affiliates make such Bridge Loans, they are reasonably expected to earn interest on the Bridge Loans (including potentially a premium for the risk of nonpayment) and/or be reimbursed for expenses associated with the Bridge Loan. The amount of interest earned on such Bridge Loans may be substantial, and will not offset Management Fees. These Bridge Loans create potential and actual conflicts of interest. Although Altimeter, the Managing Member, the General Partner, and/or its or their affiliates intend to only make Bridge Loans to a Fund when they and/or he believe(s) that doing so will be beneficial to Fund—e.g., to enable the Fund to fully fund an investment (or tranche thereof) in a portfolio company it otherwise would not be able to make—there is a possibility that Altimeter, the Managing Member, the General Partner, and/or its or their affiliates, because of their financial interest, expediency, or other reasons may favor a Bridge Loan made to a Fund without determining whether financing could be obtained from another lender on terms that are more favorable to the Fund. Further, if the Fund is at risk of defaulting on a Bridge Loan, Altimeter, the Managing Member, the General Partner, and/or its or their affiliates will have a conflict of interest in advising the Fund because the amount of such Bridge Loan will be at risk. Warehoused Securities. Altimeter, the Managing Member, the General Partner, and/or its or their affiliates have in the past, and may in the future, warehouse securities on behalf of the Funds to
facilitate the purchase of certain securities prior to such Fund’s initial closing (such securities, “Warehoused Securities”). Subject to the relevant Fund’s Organizational Documents, Altimeter, the Managing Member, the General Partner, and/or its or their affiliates, as applicable, are reasonably expected to be repaid by fee-paying investors in connection with the Fund’s initial closing at specified interest rates, along with any associated borrowing costs, fees, or expenses, which is intended to compensate Altimeter, the Managing Member, the General Partner, and/or its or their affiliates, as applicable, for the time value of money, risk, and costs associated with warehousing the securities (such costs, “Warehousing Interest”). As a result, the Managing Member and Altimeter stand to earn a profit on the money used to warehouse the Warehoused Securities. For the avoidance of doubt, the Warehousing Interest and any associated profits have not and will not be offset against, and will not reduce, the amount of the Management Fee. New Issues. Certain Clients will seek to invest in new issues suitable for such Clients. Under certain Client’s Organizational Documents, the General Partner has the discretion to allow some, but not other, investors to participate in an investment by the Client in such securities. In practice, this allows the General Partner to specially allocate profits and losses from new issues among the investors, which it does by making allocations based on an investor’s status as a “non-restricted person” or “restricted person” (each as defined under FINRA rules), or, in the case of entity investors, those owned by “non-restricted persons” and “restricted persons.” Separately, if an Altimeter employee holds a position on the board of directors of a publicly traded company, the General Partner has in the past treated, and may continue to treat, that employee as voluntarily restricted, as a result of which the employee does not participate in any profits or losses associated with the Client’s new issue investments. However, the General Partner may determine to permit the employee to participate in new issues in the future, subject to limitations imposed in respect of FINRA rules. If a Client’s investment in an initial public offering yields high returns, participating investors may experience significantly higher performance than if they had not participated. While non-profitable investments in new issues will lead to the opposite result, if investments in new issues are profitable, the General Partner’s allocation of such investments to investors affiliated with Altimeter will benefit those investors and correspondingly reduce returns to other investors who would otherwise have received the allocation. Conflicting Investment Interests. Investment opportunities may be appropriate for a Fund and other Altimeter Client Accounts at the same, different or overlapping levels of a portfolio company’s capital structure, and acquisitions and dispositions of such investments may occur at different times and on different terms. For instance, a Fund may invest in both the debt and equity of the same portfolio company or invest in the debt of a portfolio company the equity of which is held by another Altimeter Client Account, including companies in which affiliates or Altimeter Personnel serve on the board of directors. In addition, Funds have in the past and is anticipated in the future to hold securities, including convertible notes, SAFEs, and preferred stock, that are senior or junior in the capital structure to securities that are or might be held by another Altimeter Client Account. This may include preferred stock with liquidation preferences that differ from and are senior or junior to the liquidation preferences held by another Altimeter Client Account, as well as preferred stock that is senior or junior in the capital structure to common stock held by another Altimeter Client Account. Any of these scenarios can also occur when the Hedge Fund makes multiple investments that are not readily marketable or that become not readily marketable, as determined by Altimeter (collectively, “Designated Investments”), in the same portfolio company.
Conflicts arise in determining the terms of such investments since the interests of the Altimeter Client Accounts may vary or be contrary to one another in the circumstances described in the preceding paragraph. Once those rights have been determined and negotiated, conflicts may then also arise in enforcing those rights, particularly in certain M&A, bankruptcy, or insolvency scenarios where the amount of proceeds to be received from a transaction are insufficient to meet the liquidation preference on the preferred, as well as potential conflicts of interest on how an investment should be managed (i.e., to ensure payoff of the preferred or maximization of the value of the common) and the negotiation of terms for one Fund’s investment vis-a-vis securities held by another Altimeter Client Account, or vice versa. These include, among other things, conflicts with respect to (i) one or more of the Altimeter Client Accounts holding economic and other rights and incentives with respect to its portfolio investments that are different than the rights and incentives that another Altimeter Client Account would have with respect to its investment in the same portfolio company, (ii) decisions regarding whether rights, obligations, covenants, and protective provisions should be negotiated, enforced, modified or waived, including without limitation whether notes, debt, and other similar instruments should be refinanced (including those issued by companies the tokens or equity of which are owned by another Altimeter Client Account or vice versa), whether side letter rights held by one Altimeter Client Account should be waived when making an investment on behalf of another Altimeter Client Account, and whether one Altimeter Client Account should take on additional obligations (e.g., transfer restrictions) or waive rights (e.g., waive anti-dilution protections, waive pro rata rights or waive claims) with respect to an investment in connection with a transaction benefitting another Altimeter Client Account, (iii) decisions about what action should be taken in a troubled situation or default by a portfolio company, including whether or not to enforce claims or bring litigation against a portfolio company, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring, (iv) decisions with respect to whether additional capital is necessary as a result of financial or other difficulties and whether an Altimeter Client Account will supply such additional capital, in such amounts, if any, as determined by Altimeter, (v) decisions with respect to whether to approve a merger, acquisition, or other liquidation event that may benefit one Fund but not another Altimeter Client Account (or to varying degrees), or vice versa, including such decisions taken in both a capacity of the member of the board of directors and as a shareholder, and (vi) decisions regarding how an investment is managed, which may result in different returns depending on the Altimeter Client Accounts’ holdings within the capital structure. Any of these decisions, actions, or omissions may affect one Altimeter Client Account favorably and another Altimeter Client Account negatively. In these circumstances, in the event of an actual conflict, Altimeter would endeavor to act in the best interest of each Altimeter Client Account (e.g., Altimeter might approve of a proposed merger on behalf of the preferred stock but not approve it on behalf of the common stock). These conflicts also present themselves with respect to investment activity of Altimeter Personnel, who at times will invest in different or overlapping levels of a portfolio company’s capital structure. See also “Investments in Securities by Altimeter and Altimeter Personnel.” In certain circumstances, investments by one Fund in a portfolio company will also raise the risk of using assets of that Fund to support positions taken by another Altimeter Client Account or vice versa, or that may remain passive in a situation in which it is entitled to vote. Altimeter may also express inconsistent or contrary views either: (i) with respect to investments held by a Fund as between the Fund, on the one hand, and one or more other Altimeter Client Accounts, on the other
hand; or (ii) of market conditions more generally. There can be no assurance that any conflict that arises will be resolved in favor of any Altimeter Client Account. In certain circumstances Altimeter may cause a Fund to take (or refrain from taking) certain actions that it would not take (or refrain from taking) in the absence of such conflict. Furthermore, there can be no assurance that the returns of a Fund will be equal to and not less than any other Altimeter Client Account participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Employees and related persons of Altimeter have made and will likely continue to make capital investments in or alongside the various Altimeter Client Accounts, and therefore will have additional conflicting interests in connection with these investments, including, without limitation, as a result of such persons’ access to information concerning such investments, which investors in one Fund or other Altimeter Client Accounts may not have. Prior investments in the portfolio companies may have been made by certain other Altimeter Client Accounts at valuations (and share prices) lower than the valuation of the portfolio companies in a financing round in which a Fund participates. Investors will have no right in or to such earlier purchased shares or earlier available valuation or prices. In addition, Altimeter Client Accounts have invested in, and are likely in the future to invest in, one or more companies that directly compete with (or could be deemed to directly compete with or are otherwise adverse to) portfolio companies in which other Altimeter Accounts have invested or may invest. There may be situations where Altimeter’s and/or the General Partner’s action (or inaction) taken with respect to certain of an Altimeter Client Account’s portfolio company investments could harm or benefit such investments made by Altimeter Client Accounts in competing companies, and vice versa. This creates conflicts of interest for Altimeter and each respective General Partner, which may have incentives to make (or refrain from making) decisions that inure to the benefit of the Altimeter Client Accounts invested in such competing companies to the detriment of other Altimeter Client Accounts, including because Altimeter or Altimeter Personnel may (and in certain circumstances will) stand to earn more in terms of Management Fees and/or carried interest from the Altimeter Client Accounts that have invested in those competing companies than from other Altimeter Client Accounts. See “Non-Disclosure of Portfolio Company Information to Altimeter,” above. Furthermore, there have in the past been, and may be, situations in which an action (or inaction) taken with respect to one Altimeter Client Account affects the holdings (or valuation thereof) of another Altimeter Client Account. For example, one or more Altimeter Client Accounts have in the past held, and may hold, the securities of an issuer that is also held by another Altimeter Client Account. Altimeter may elect to sell or distribute in kind those securities held by an Altimeter Client Account and those decisions could have a material effect on the valuation of the securities held by another Altimeter Client Account, particularly though not exclusively if such other Altimeter Client Account continues to hold the security. Depending on the size of the sale or distribution, and the relative trading volume of the security, among other considerations, such decisions may also result in Altimeter possessing (or appearing to possess) MNPI with respect to the security, necessitating that an Altimeter Client Account refrain from trading in the security pending the resolution of the anticipated trade or distribution in kind with respect to the other Altimeter Client Accounts. This may result in an Altimeter Client Account incurring losses or foregoing profits that it otherwise would not have incurred (or would have accrued, respectively) in the absence of the other Altimeter Client Accounts. See “Material Non-Public Information” above and “Restrictions on Transactions Due to Other Business of Altimeter,” below.
Securities Valuation Practices. Potential or actual conflicts of interest exist with respect to valuing securities held by the Funds because (i) for certain Funds, higher securities valuations generally result in higher Management Fees payable to Altimeter and higher performance allocations to the General Partners (in each case, including and in particular with respect to investors who participate in Designated Investments); (ii) higher securities valuations of illiquid securities held in an investor’s capital account(s) (including those investments previously held in Designated Investment accounts) affect the value of an investor’s redemption; (iii) Altimeter and the General Partners unilaterally determine how to value securities held by the Funds at any given time and generally, while Fund investors have no control or influence over such valuations; (iv) Altimeter and each General Partner are under common control; (v) Altimeter and General Partner related persons, control persons, and other affiliates are also investors in Altimeter Client Accounts with different relative percentage ownership interests among the Altimeter Client Accounts and different aggregate dollar exposures among the Altimeter Client Accounts, and they generally are not subject to Management Fees or performance allocations; (vi) the investors in each Altimeter Client Account are different; (vii) most Fund investors are subject to Management Fees and performance allocations, and are not affiliated with Altimeter, any General Partner, or any of their respective related persons, control persons, or other affiliates; and, (viii) under such circumstances, Altimeter and the General Partner have incentive to inflate securities valuations generally, systematically, or in a particular case to unduly favor Altimeter, one or more General Partners, and/or one or more of their respective related persons, control persons, or other affiliates (whether in their capacity as such or in their capacity as investors in one or more particular Funds), while unduly disfavoring Fund investors that are unaffiliated with Altimeter, any General Partner, and/or their respective control persons, related persons, or affiliates. As an example, and by way of illustration and not of limitation, under the Organizational Document of certain Altimeter Client Accounts, the General Partner is entitled to receive distributions of its performance allocation during the respective Altimeter Client Account’s term so long as, among other requirements, immediately after the distribution of the performance allocation, the value of the respective Altimeter Client Account’s existing portfolio of investments is at least equal to a specified percentage of the cost basis of such investments or a super-majority of Fund investors have otherwise consented to the distribution. As a result, in connection with any such distribution, the General Partner has a financial incentive to determine that the value of such Altimeter Client Account’s portfolio of investments is at least equal such specified percentage of the cost basis of such investments, so that the General Partner may elect to receive performance allocation distributions in greater amounts or sooner than it otherwise would be able to during the respective Altimeter Client Account’s term. See the Organizational Documents of such Altimeter Client Accounts for additional disclosure on conflicts associated with the fee structure for Designated Investments. Altimeter believes that it has established policies, practices, and procedures to minimize any such potential or actual conflicts of interest, but there can be no assurance that such policies, practices, and procedures will successfully do so in all cases. Trade and Order Errors. Altimeter places orders on behalf of the Funds to buy, sell and otherwise trade in investments. Over time there is the potential for errors relating to such trading. Trade errors refer to situations where an order is not executed by a trader according to the portfolio manager’s instructions due to a trader’s mistake of fact, processing error, or other similar reason or error. Trade errors are not errors in judgment, strategy, market analysis, economic outlook, etc. or instances where a trade may be canceled or reversed due to market conditions, but rather errors in
the placement, execution or settlement of a trade (other than, for example, settlement delays that occur in the ordinary course of business). While there is no standard definition under applicable law, the term “trade error” may include without limitation purchasing or selling the wrong security, or an incorrect amount of a security, for an account or fund; purchasing or selling securities for the wrong account or fund; selling a security instead of buying a security or vice versa; allocating securities to the wrong account or fund; and any transaction that violates applicable law, regardless of whether the error is due to a mistake, systems failure, miscommunication or otherwise. Trade errors may result from keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivatives contracts or similar agreements or similar human errors. Portfolio managers may also make errors in placing an order to a trader, including but not limited to directing the purchase or sale of the wrong security, or an incorrect amount of a security, the purchase or sale for the wrong account or fund, or selling a security instead of buying a security or vice versa (each, an “order error”). In the event of a trade or order error, the Firm will retain sole investment discretion with respect to the position, including without limitation whether and when to sell or otherwise maintain some or all of the position. Trade errors and/or order errors can result in losses (and additional costs and expenses in remediating any such error) but can also result in gains or avoided losses. To the extent an error is caused by a third party, such as a broker, Altimeter will not be responsible for the costs, fees, expenses, or losses associated with such errors. In such instances, Altimeter may (but is not obligated to) seek to recover costs, fees, expenses, and/or losses associated with such error from such third party, taking into account such factors as it deems relevant (including but not limited to operational, contractual and relationship-driven considerations). In addition, Altimeter may offset any errors resulting in a gain to a Fund with errors resulting in a loss to a Fund. Subject to the terms of the applicable Organizational Documents, any losses associated with a trade error and/or order error will be borne by (and any gains will benefit) the Fund. Given the volume, diversity and complexity of transactions executed by Altimeter on behalf of the Funds, investors should assume that trade errors and order errors (and similar errors) will occur and that the Fund will bear the cost of such errors in many circumstances. Potential or actual conflicts of interest could also exist with respect to such errors because (i) Altimeter unilaterally makes all trade decisions for all Altimeter Client Accounts, and Altimeter is responsible for correctly executing all trades; (ii) Altimeter unilaterally determines whether any particular trade qualifies as a trade and/or order error; (iii) Altimeter may determine to charge the Altimeter Client Accounts with the costs, fees, expenses, and losses associated with trade and other errors; (iv) Altimeter unilaterally determines whether any such error falls below the requisite standard of care set forth in the applicable Client’s Organization Documents, such that Altimeter will or will not be required to indemnify such Client; and (iv) Fund financial responsibility for trade and other errors would be effectively paid by deducting from each Altimeter Client Account investor’s capital account an amount that represents such capital account’s pro-rata share of the costs, fees, expenses, and losses associated with those trade and other errors. Under these circumstances, Altimeter could be less diligent with respect to trade execution or order placement, as compared to the diligence that Altimeter would employ if Altimeter were always fully responsible for the consequences of such errors. Additionally, with respect to declaring trade errors or other errors, Altimeter could generally, systematically, or in a particular case unduly favor Altimeter and/or one or more of Altimeter’s control persons, related persons, or other affiliates (whether in their capacity as such or in their capacity as investors in one or more particular Altimeter Client Accounts), while unduly disfavoring Altimeter Client Account investors that are unaffiliated with Altimeter and/or any Altimeter control persons, related persons, or affiliates. Altimeter’s decision to bear the costs,
expenses, and/or losses with respect to one trade or other error does not bind Altimeter to bearing any or all future trade or other errors and Altimeter may elect to bear the cost of small trade or other errors but not large ones. Altimeter believes that it has established policies, practices, and procedures to minimize any such potential or actual conflicts of interest, but there can be no assurance that such policies, practices, and procedures will successfully do so in all cases. Side Letters. General Partners or their affiliates have in the past entered into, and may from time to time in their sole and absolute discretion enter into, so-called “side letters” or other arrangements providing certain prospective or existing investors with additional rights or agreements whereby such investors will be subject to terms and conditions (whether economic, procedural, or otherwise) that are more advantageous or otherwise different than those set forth in Organizational Documents of the relevant Fund. These may include, for example, an agreement to (i) waive, reduce, rebate, or calculate differently all or any portion of the Management Fee or performance allocation, (ii) provide a different percentage restriction with respect to Designated Investments, (iii) modify or waive the rights and terms of contributions and withdrawals, (iv) modify or waive any other rights of or terms applicable to the investor, and (v) agree to certain matters relating to knowledge transfer, knowledge sharing, training and/or secondments with one or more investors as part of an overall firm relationship. Furthermore, Altimeter will from time to time afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. As a result of such agreement, an investor may receive a waiver of minimum subscription amounts (if any), rights to additional information about the Fund, including greater transparency rights to a Fund’s portfolio holdings, capacity rights to make future investments in the Fund, an agreement to capacity constraints on the Fund, structuring rights with respect to certain types of investments, an agreement to limit certain types of investments made by the Fund, the ability to opt out of certain types of investments, consent rights with respect to certain amendments to documents that govern such investors’ rights and obligations and those of the Fund, the right to disclose certain information to underlying investors or to the public, modification of representations, indemnification and/or liability and other obligations under the relevant Fund’s Organizational Documents, rights to transfer interests to another person under certain circumstances, rights to receive notice of certain events or information not provided to other investors, and/or different or more favorable fee or liquidity terms than granted to other investors. The terms may also address regulatory, tax or other matters that are specific to certain investors or types of investors. Such modifications are made solely at the discretion of the General Partner and may, among other things, be based on an investor’s actual or anticipated level of involvement in Altimeter’s investment and other activities, the size of an investor’s and its affiliates’ aggregate subscription amount or the size of an investor’s and its affiliates’ aggregate investment in the Funds or other Altimeter Client Accounts. Altimeter’s separate account clients and their affiliates may be subject to different fee arrangements and liquidity terms, including the ability to withdraw their interests in circumstances when other investors would not be entitled to do so (e.g., an affiliate of a separate account client may be entitled to make a complete withdrawal from the Fund upon termination of its affiliates’ separate advisory relationship with Altimeter). The General Partner may, but is not required to, disclose the existence or terms of any such side letters to any other investor in a Fund or to offer the terms of any such side letters to any other investor of a Fund. If the General Partner enters into a side letter concerning an investor’s investment in a Fund, that investor would have rights that are superior in some respect to other investors. The other investors will have no recourse against the relevant Fund, the General Partner, Altimeter or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant
to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors or limit the Fund’s ability to recover from such investors to the extent it would have otherwise been able had it not agreed to such terms. The Fund will enter into side letters only if and to the extent they are consistent, and implemented in accordance, with the Organizational Documents of the Fund and the duties owed by the Fund to its investors. Strategic Investors. Current, prospective or former executives, directors and founders or other affiliates of portfolio companies of a Fund or other Altimeter Client Accounts (including without limitation investments in companies made or being contemplated by the Public Funds) or of other venture capital funds, and executives of the banks and other lending institutions that provide financing to the portfolio companies of a Fund or other Altimeter Client Accounts (each, a “Strategic Investor”) have invested and may invest as investors in a Fund. Some of these Strategic Investors have not paid, and may under certain circumstances not pay, fees and/or performance allocation, or pay reduced fees and/or performance allocation, on their investment. Further, such Strategic Investors will under certain circumstances have different information about Altimeter and a Fund than investors not similarly positioned. The General Partner may also, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain goodwill with such Strategic Investor such that they increase their investment in (or not withdraw from) a Fund or make additional investments in other Altimeter Client Accounts (as applicable) and/or provide leads to and/or otherwise assist with existing or future underlying investments made or contemplated by other Altimeter Client Accounts, among other reasons. In addition, the General Partner may be incentivized to allocate investment opportunities to Altimeter Client Accounts with certain Strategic Investors over other Altimeter Client Accounts that do not have certain Strategic Investors. Altimeter’s relationships with Strategic Investors will, under certain circumstances, lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of a Fund or other Altimeter Client Accounts that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Altimeter Client Account. In addition, certain portfolio companies and Altimeter Client Accounts, including their respective General Partners and affiliates, may engage in activities that could adversely affect the Fund and/or its portfolio companies, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as, the entity that has incurred the liability. This may result in the assets of the Fund and/or a portfolio company being used to satisfy the obligations or liabilities of another Altimeter Client Account or its portfolio companies. The Funds and/or Altimeter have engaged, and may engage, in business with certain service providers, including for example, banks, investment banks, accountancies, auditors, tax advisors and preparers, outside legal counsel and pension consultants, who are (i) Fund investors, (ii) investors in other Altimeter Client Accounts, and/or (iii) service providers to Altimeter, Altimeter Personnel, the Funds, their portfolio companies and/or businesses that are competitors of Altimeter
and/or the Funds. Such engagement may precede, be concurrent with, or follow an investor’s admission to a Fund. This creates a conflict of interest, as Altimeter may give such investor preferred economics, enhanced information or other terms with respect to its investment in a Fund, or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor absent the service provider relationship. Altimeter will have a conflict of interest with a Fund in recommending the retention or continuation of a service provider to the Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in the Fund or will provide Altimeter information about markets and industries in which Altimeter operates or is interested or will provide other services that are beneficial to a General Partner, Altimeter, or Altimeter Personnel (such as transaction closing dinners or outings, or informational summits, offsites or training events for Altimeter, Altimeter Personnel or portfolio company personnel). There is a possibility that Altimeter, because of such belief or for other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Altimeter and/or a General Partner may from time to time utilize the services of investors, prospective investors, and their affiliates as it deems appropriate. See “Service Providers” and “Rates of ThirdParty Advisors and Service Providers,” below. Preferential Redemptions. Under certain Funds’ Organizational Documents, the General Partner may, in its sole and absolute discretion and without the consent or approval of, or notice to, investors, offer different withdrawal terms than those set forth in the Fund’s Organizational Documents generally or with respect to any investor, including without limitation, by: (i) permitting capital to be withdrawn as of dates other than those provided in the relevant Fund’s Organizational Documents and upon such notice period as determined by the General Partner; (ii) changing and waiving the notice period for withdrawal requests, (iii) establishing, changing and waiving minimum dollar amounts for withdrawal requests and minimum remaining capital account balances, if required by the Fund’s Organizational Documents, (iv) permitting the revocation of, either in whole or in part, an investor’s withdrawal request, and (v) imposing and waiving in whole or in part any lock-up period, audit holdback, and the deduction of transaction costs in whole or in part with respect to any withdrawing investor and permit withdrawals to be fully paid within certain designated time periods of the withdrawal date (computed on the basis of unaudited data, if applicable). Based on the foregoing, Altimeter has in the past and expects in the future to allow partners and employees of Altimeter and other “friends and family” of Altimeter invested in certain Funds, and in certain cases, investors in such Funds, to withdraw their interests in a Fund within a shorter notice period than other investors. The amounts withdrawn under such preferential terms at any one time may be substantial. Adviser Investors will have, or are reasonably expected to have, more knowledge about a Funds than other investors in such Fund when submitting a withdrawal request, and the benefit of such information disparity is heightened by allowing a shorter notice period for redemptions. With respect to other investors to whom the applicable General Partner allows such treatment, the General Partner may be motivated by the desire to win the favor of such investor to have them participate in other investment opportunities offered by Altimeter, to fund capital calls with respect to other Funds managed by Altimeter or its affiliates, to satisfy an investor’s personal, business, liquidity, tax or other needs, or for other reasons. In addition, withdrawal considerations may also influence the General Partner’s handling of investments under the Organizational Documents of certain Funds. For example, in determining
whether to designate a potential or existing investment by the Hedge Fund as a Designated Investment, Altimeter considers a number of factors, including the anticipated duration of how long the investment is likely not to be readily marketable and the effect of not making such a designation on the Hedge Fund’s ability to satisfy withdrawal requests on a semi-annual basis. Restrictions on Transactions Due to Other Business of Altimeter. In connection with its business, from time to time, certain employees of Altimeter and its affiliates come into receipt of MNPI about a public issuer or other confidential information. Such personnel may not be free to share such information with a Fund, the Fund may not be free to act upon any such information, and the possession of information by persons associated with Altimeter may preclude a Fund from engaging in transactions that it might otherwise have undertaken. The receipt of such information has in the past required, and may require in the future, Altimeter to restrict trading by one or more Funds in the securities of one or more public issuers for a period of time. In addition, other Altimeter Client Accounts may hold positions in securities or be subject to contractual or legal restraints that could prevent a Fund from being able to initiate a transaction that it otherwise might have initiated or to sell an investment that it otherwise might have sold or, in Altimeter’s judgment, that may make such transactions inadvisable. The investment activities of other Altimeter Client Accounts may be inconsistent with the investment activities of a Fund. For example, certain investment opportunities or transactions, including but not limited to private investment in public equities and in-kind distributions, contemplated by an Altimeter Client Account could expose Altimeter to MNPI. Altimeter and its affiliates are restricted from using MNPI, which is set forth in Altimeter’s policies and procedures on monitoring and limiting the use of MNPI, and Altimeter will not trade in a particular security for a Fund where prohibited by such policy or if doing so would have adverse implications for other Altimeter Client Accounts under U.S. or foreign securities laws or any other legal or regulatory regime. In some cases, Altimeter has pursued (and may in the future pursue) an investment opportunity for one Altimeter Client Account, even though doing so could result in a trading restriction that may affect other Altimeter Client Accounts. In other cases, Altimeter has declined (and may decline in the future) to pursue an investment opportunity for an Altimeter Client Account, because doing so could result in a trading restriction that may affect other clients. In addition, the ability of a Fund to execute trades in securities of a portfolio company may also be restricted by securities laws, including but not limited to Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 144 promulgated under the Securities Act, as a result of the board participation or extent of ownership of a Fund and its affiliated persons. Cross-Transactions. In certain cases, Altimeter or a General Partner may cause one Fund to purchase investments from another Altimeter Client Account, and may cause one Fund to sell investments to another Altimeter Client Account. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, the Fund may not receive the best price otherwise possible, or Altimeter or the applicable General Partner might have an incentive to improve the performance of an Altimeter Client Account by selling underperforming assets to the Fund. Additionally, in connection with such transactions, Altimeter, the applicable General Partner, Altimeter Personnel, and its or their affiliates (i) may have significant investments, or intentions to invest, in the other Altimeter Client Account that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Altimeter and the General Partners may receive Management Fees, performance allocations, or other fees in connection with their
management of the relevant Altimeter Client Accounts involved in such a transaction, and may also be entitled to share in the investment profits of the relevant clients. To address these conflicts of interest, in connection with effecting such transactions, Altimeter and the applicable General Partner will follow any requirements specifically provided in the relevant Funds’ Organizational Documents. Principal Transactions. Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. Altimeter and the General Partners have in the past engaged, and may engage, in principal transactions with its Funds. Under the applicable Organizational Documents, an Advisory Board (as defined below) may have the authority to give or withhold any consent of a Fund to the extent required under Section 206. In addition, under certain Organizational Documents, an Independent Fund Representative (as defined below) and/or the Advisory Board may consider and consent, on behalf of a Fund, to any purchase from or sale to the Fund of any investment by the General Partner, Altimeter or any of their affiliates, to the extent that the General Partner deems necessary or appropriate under the Advisers Act. In the event that the Advisory Board consents to any such actions, the decision will be binding on the Fund. See “Advisory Board and Investor Representative Approvals” for additional information. Service Providers. Services required by a Fund (including some services historically provided by Altimeter or its affiliates to the Fund) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of Altimeter or its affiliates. This can create a conflict of interest because Altimeter and its affiliates have an incentive to outsource such services at the expense of a Fund to, among other things, leverage the use of Altimeter Personnel and retain (on a net basis) a greater proportion of any associated fees and compensation paid by the Fund. Such services may include, without limitation, deal sourcing, asset management, information technology and system-support professionals, licensed software, depository, data processing, client relations, administration, appraisal, custodial, subcustodial, marketing and marketing-reviews, accounting, valuation, trading, legal, human resources, client services, compliance, cybersecurity, corporate secretarial and tax support, director services and other similar services. Outsourcing may not occur universally for all Altimeter Client Accounts and, accordingly, certain costs may be incurred by a Fund for a third-party service provider that are not incurred for comparable services by other Altimeter Client Accounts. The decision by Altimeter to initially perform a service for a Fund in house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and Altimeter has no obligation to inform the Fund or its investors of such a change. Such services may also supplement or be performed alongside services performed by Altimeter. Altimeter and/or its affiliates generally engage certain service providers to provide services to Altimeter, a Fund and/or its portfolio companies, including services during the due diligence and acquisition process. Such service providers or their affiliates are, in certain circumstances, investors or prospective investors or affiliates of such investors or prospective investors and may
include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors or prospective investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such service provider may precede, be concurrent with, or follow an investor’s admission to a Fund. This creates a conflict of interest, as Altimeter may give such investors preferred economics or other terms with respect to an investment in a Fund, enhanced information or may have an incentive to offer such investors co-investment opportunities that it would not otherwise offer to such investors. In addition, Altimeter will have a conflict of interest in recommending the retention or continuation of a service provider to a Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in other Altimeter Client Accounts or will provide Altimeter information about markets and industries in which Altimeter operates, will provide other services that are beneficial to Altimeter and/or will provide financial sponsorship of events held by Altimeter (such as transaction closing dinners or outings, or informational summits, offsites or training events for Altimeter or portfolio company personnel). Altimeter generally has an incentive to recommend the products or services of certain investors or prospective investors in one Fund to another Fund or its portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Fund or the portfolio companies. For further details regarding these engagements, as well as conflicts of interest presented by them, please see “Strategic Investors” above. In addition, a portfolio company has an incentive to engage a service provider that is an investor or prospective investor in a Fund in order to, among other things, maintain goodwill with Altimeter. Altimeter generally may in its discretion contract directly with, or recommend to a Fund or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with, a related person of Altimeter or an affiliate (including but not limited to a portfolio company of a Fund). When making such a recommendation, Altimeter, because of its financial or other business interest, has an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of Altimeter, the Funds and portfolio companies in ways that other providers may not offer), could result in such service provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. Altimeter retains its discretion to select the service provider for any services to be provided to the Funds after considering the factors that Altimeter deems relevant, which could include price, quality of service and/or the ability of a service provider to meet Altimeter’s specific requirements, and Altimeter will not have an obligation to evaluate alternative providers or to compare pricing for such service provider’s services. Additionally, former employees of Altimeter may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to Altimeter, a Fund and/or its portfolio companies. While employed by Altimeter, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by Altimeter. If a former employee of Altimeter becomes an employee or consultant of a third party that also provides services to a Fund, such former employee may be assigned by such third party to provide services
to that account. In such instance, the cost of the third-party service provider attributable to the former employee working on the Fund will be borne entirely by the Fund. Additionally, employees of Altimeter or its affiliates, and/or their family members or relatives have in the past had, and may in the future have, ownership, employment, or other economic or other interests in certain service providers. These relationships can influence Altimeter in determining whether to recommend, select or continue to retain such service provider to perform services for a Fund or a portfolio company. There is a possibility that Altimeter, because of financial, business interest, or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Certain other service providers or advisors to Altimeter, a Fund and/or the portfolio companies of a Fund, or affiliates of such service providers or advisors, may also provide goods or other services to or have business, personal, financial or other relationships with Altimeter, its affiliates and personnel (or family members thereof), or Altimeter’s portfolio companies. For example, a service provider will, from time to time, provide Altimeter, its affiliates and personnel with services with respect to their personal affairs. These relationships may influence its decision to select or recommend an advisor or service provider to perform services for a Fund or its portfolio companies (the cost of which will generally be borne directly or indirectly by the Fund or its portfolio companies, as applicable). Such service providers (or their employees) may also source investment opportunities, be co-investors or commercial counterparties or entities in which Altimeter and/or a Fund have an investment, and payments by a Fund and/or such portfolio companies may indirectly benefit Altimeter and/or the Fund. In addition, such third parties may invest in one or more Funds, co-invest in one or more portfolio companies, provide other significant business or investment services to Altimeter, the Funds and/or portfolio companies, or compete with the Funds for investment opportunities. These relationships create conflicts of interest as Altimeter will have incentives to select or recommend any such third-party to perform services for the Funds or a portfolio company. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or portfolio companies, as applicable. Investors may at any time and from time to time be introduced to Altimeter, or may be brought into a Fund, by a third-party consultant from which Altimeter or a related person purchases products and to which Altimeter or a related person may make payments, including in connection with conferences sponsored or hosted by the third-party consultant. Altimeter or its affiliates engage certain service providers (including law firms) on behalf of a Fund. The personnel of such service providers have in the past, and may in the future, be seconded to Altimeter (or work exclusively or primarily for) Altimeter or its affiliates on a temporary basis or serve in an internship capacity (“Secondees”), pursuant to various arrangements including at a discount, cost, or at no cost. At Altimeter’s sole discretion, such Secondees may provide services to Altimeter, its affiliates, or other Altimeter Client Accounts and their respective portfolio companies, and may provide no or minimal services for a Fund or its portfolio companies. In such circumstances, a conflict of interest exists because Altimeter or its affiliates have an incentive to select one service provider over another on the basis that Altimeter or its affiliates may receive the benefit of seconded employees from such service provider, particularly where the compensation and expenses for such personnel during the secondment are borne in whole or in part by the service provider and not Altimeter or its affiliates. In certain cases, secondees will provide services for a
Fund that constitute a Fund expense and therefore a corresponding portion of such secondee’s compensation will be borne by the Fund. Altimeter expects certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Altimeter Client Accounts, and due to the nature of the service provider relationships and the timing of services, these persons have the potential to have information advantages relative to other investors or co-investors, and in certain circumstances could be offered co-investment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to Altimeter, the Altimeter Client Accounts, and/or their portfolio companies. Altimeter manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. Altimeter’s allocation decisions with respect to service providers at times are informed by input from the relevant service provider (including but not limited to where the service provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant service provider could, due to a conflict, recommend expense allocations that are more favorable to Altimeter than the Altimeter Client Accounts or their portfolio companies. Altimeter and the Funds will generally engage common legal counsel and other service providers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g., cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Funds may be investors, and may also represent one or more portfolio companies of the Funds or investors. In the event of a significant dispute or divergence of interest between a Fund, Altimeter and/or its affiliates, the parties may engage separate counsel in the sole discretion of Altimeter and its affiliates, and in litigation and other circumstances separate representation may be required. Altimeter may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party service providers or vendors. Altimeter’s allocation of such tasks may be influenced by whether Altimeter or a Fund would bear the fees and expenses of a third-party service provider or vendor. Due to, among other things, limited internal resources, Altimeter may be incentivized to allocate such tasks related to Funds to third-party service providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor), such that the Funds would bear the fees and costs thereof. Altimeter has relationships with certain funds-of-funds and other allocators with whom it collaborates. Altimeter could be deemed to benefit from these relationships insofar as such relationships may reduce the number of investors Altimeter and/or the respective General Partner must service (while maintaining the same assets under management) and reduce the administrative complexity of an Altimeter Client Account. Prospective investors investing through such fundsof-funds or other allocators generally pay management and/or administrative fees to the manager of the fund-of-funds and/or other allocators and therefore pay more on a net basis to invest in the Altimeter Client Account than those that invest directly.
Rates of Third-Party Advisors and Service Providers. The Funds and their portfolio companies will retain or pay for advisors and service providers, including accountants, administrators, depositaries, custodians, lenders, bankers, brokers, attorneys, sourcing persons, contractors, servicers and other consultants, including certain service providers as described in “Service Providers” above. Some of these advisors and service providers also provide services to, or have other relationships with, Altimeter and/or its affiliates. These relationships could influence Altimeter’s decision to select or recommend an advisor or service provider to perform services for a Fund or its portfolio companies (the cost of which will generally be borne directly or indirectly by the Fund or its portfolio companies, as applicable). In certain circumstances, advisors and other service providers charge rates or establish other terms for advice and services provided to Altimeter or its affiliates or portfolio companies that are different from and more favorable than those charged in respect of advice and services provided to a Fund and its portfolio companies, including in some cases providing services pro bono for charitable or non-profit work. The Funds will, under certain circumstances, be responsible for the expenses of these service providers, even if there is some overlap in services performed by these advisors and/or service providers and services performed by one or more Altimeter Personnel. Business with Portfolio Companies and Investors. Given the diverse nature of Altimeter’s business and the portfolio companies in which the Funds have invested, there are often situations where Altimeter is in the position of recommending the services of a portfolio company of one Fund to portfolio companies of another Altimeter Client Account or to the Fund itself, which services may involve fees, commissions, servicing payments and/or discounts to Altimeter, an affiliate, or another Altimeter Client Account or a portfolio company thereof. Altimeter will generally have a conflict of interest in making such recommendations, in that Altimeter has an incentive to maintain goodwill between it and the existing and prospective portfolio companies, while the products or services recommended may not necessarily be the best available to the Fund or its portfolio companies. The benefits received by a portfolio company providing a service may be greater than those received by the Fund and/or the portfolio company receiving the service. Portfolio companies held by one Fund have in the past provided and may in the future provide services to Altimeter, its affiliates, Altimeter Personnel, certain investors in Altimeter Client Accounts, or prospective investors therein. This creates a conflict of interest, as Altimeter has an incentive to cause the portfolio company to favor itself, its affiliates, Altimeter Personnel or those investors or prospective investors relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to a Fund or another Altimeter Client Account. Additionally, the portfolio company could recommend to its management, clients, or customers that they invest in one Fund or another Altimeter Client Account. Altimeter’s relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio companies of the Funds or of other private funds, and executives of the banks and other lending institutions that provide financing to the portfolio companies of the Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of the Funds that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from
a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Fund. Altimeter, Altimeter Personnel, the General Partners, and/or its or their affiliates may engage in business opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with the portfolio company or making a proprietary investment in the portfolio company). This creates a conflict of interest, as such interests are a benefit arising from the Fund’s investment and may vary from the Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Fund or another Altimeter Client Account). In certain instances, one Fund’s portfolio company competes with, is a customer of, or is a service provider to, another Altimeter Client Account’s portfolio company. In providing advice to a portfolio company’s business, Altimeter may consider the interests of one portfolio company or Altimeter Client Account and is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies or Altimeter Client Accounts. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by Altimeter to a portfolio company may have adverse consequences to a separate portfolio company owned by another Altimeter Client Account. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company, withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price, increase its own prices, purchase assets from, or sell assets to, another portfolio company, commence litigation against another portfolio company, or prevent one portfolio company from commencing litigation against another portfolio company. Gifts and Entertainment. Potential or actual conflicts of interest can exist whenever Altimeter control persons, related persons, or other affiliates request, are offered, expect to receive, or actually receive gifts or entertainment from third parties. To encourage or reward the potential or actual provider of such gifts or entertainment, such Altimeter affiliates could cause the Funds to trade securities or to undertake and pay for business transactions to that provider’s benefit, even though such trades or business transactions are detrimental to one or more Funds. Altimeter believes that it has established policies, practices, and procedures to minimize any such potential or actual conflicts of interest, but there can be no assurance that Altimeter will successfully do so in all cases. Industry Relationships. Altimeter and its employees have established numerous relationships with third parties that could potentially create conflicts of interest. These third parties include investment bankers, brokers and consultants, some of which may be Altimeter Client Accounts. Some of these third parties may introduce investment opportunities to Altimeter, offer investment banking, transactional, consulting, or advisory services to Altimeter, or provide other important business or investment services to Altimeter, the Funds, or one or more portfolio companies. These third parties may receive direct or indirect compensation from Altimeter, a Fund, or portfolio companies for providing these services. In addition, Altimeter’s and Altimeter Personnel’s relationships with banks and other lending institutions will at times originate from an Altimeter
Client Account’s investment in portfolio companies and inure to the benefit of the Altimeter Personnel. Such lending institutions will from time to time be incentivized to provide services to Altimeter Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Altimeter Client Accounts or their portfolio companies. These arrangements will create additional conflicts of interest as the Altimeter Personnel’s and the lending institution’s interests may or may not align with those of the Altimeter Client Accounts, their portfolio companies and investors. In particular, Altimeter, Altimeter Personnel, certain Funds and the General Partners have engaged and may in the future engage certain financial institutions for business and/or personal services, as applicable, pursuant to which such entity or individual has paid or may pay such institutions for services provided. Furthermore, certain financial institutions currently provide subscription credit facilities to certain Funds, and Altimeter expects that such institutions will provide a credit facility to future Funds in exchange for fees and associated costs, which expenses will be borne by investors. Additionally, such institutions may also act as introduction agent in connection with the private placement of certain interests in certain Funds, and Altimeter has paid and expects in the future to pay such institutions a portion of the Management Fee payable by the investors that such institutions introduce to Altimeter and that Altimeter admits to the Funds. Therefore, such institutions have an incentive to sell interests in the Funds and introduce investors, both because they stand to receive a share of Altimeter’s Management Fees and to help ensure that the Fund has the capital to pay fees and costs associated with any credit facility. Such institutions also serve as a custodian and executing broker for certain Funds, and while such institutions do not currently act as a prime broker for any Funds, it is expected that they will do so in the future. Additionally, such institutions currently serve as a private wealth advisor for certain Altimeter Personnel, and such Altimeter Personnel pay such institutions fees and expenses associated with such services. Such Altimeter Personnel pay fees and expenses to such institutions that are at a discounted price, and such Altimeter Personnel may receive additional services in the future at a discounted price. As a result, this relationship could influence such Altimeter Personnel and Altimeter to select or recommend such institutions as a service provider or advisor to certain Funds, including so that such Altimeter Personnel could receive greater discounts and/or additional services at a discount from such institutions for personal services. See “Potential Conflicts of Interest – Rates of ThirdParty Advisors and Service Providers” above. Finally, such institutions or their affiliates may provide loans and other services to Altimeter Personnel to permit them to make capital contributions to a General Partner or as investors in a Fund. These relationships could influence Altimeter’s selection of such institutions as service provider to the Funds. Late Admission Charges. Pursuant to the Organizational Documents of certain Funds, investors admitted after a certain period of time following the date on which initial capital contributions are due will pay the Fund a late admission charge (“Late Admission Charge”). However, the Late Admission Charge does not apply to the General Partner or any person investing through the General Partner, including the Managing Member and related persons. Because the General Partner and its members do not pay a Late Admission Charge, they may be incentivized to delay a commitment to the Fund until the final closing of the Fund when the portfolio and/or its performance is more fully known. Because Altimeter and Altimeter Personnel are expected to have more information regarding the Fund and its investing activities than investors, the conflicts of interest associated with a decision to delay a commitment to the Fund are particularly magnified.
Other Benefits. Altimeter, its affiliates and their personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Altimeter Client Accounts, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Altimeter Client Account expenses may result in “miles” or “points,” rebates, or credit in loyalty/status programs to Altimeter and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit Altimeter and/or such personnel even though the cost of the underlying service is being borne by the Altimeter Client Accounts, their investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not reduce the Management Fee or otherwise be shared with the Altimeter Client Accounts, their investors and/or the portfolio companies. In addition, airline travel incurred as an Altimeter Client Account expense for Altimeter Personnel travelling for appropriate Altimeter Client Account-related purposes (including, without limitation, travel related to a portfolio company, a prospective portfolio company or other Altimeter Client Account-related matters) may benefit such Altimeter Client Account personnel to the extent the trip also serves a personal purpose. Diverse Investor Group; Differing Tax Characteristics of Different Partners. Investors in a Fund, including the General Partner, often have conflicting investment, tax and other interests with respect to their investments in the Fund. As a result, conflicts of interest may arise in connection with the decisions made by the General Partner, including with respect to the selection of investments, the manner of making or holding investments, and the timing of acquisitions or dispositions (including entering or not entering into hedging transactions) that may be more beneficial for some investors (including the General Partner, its affiliates and Altimeter Personnel) or their beneficial owners than for other investors (including the General Partner, its affiliates and Altimeter Personnel) and their beneficial owners, especially with respect to investors’ individual tax situations, or that may be beneficial for some investors (including the General Partner, its affiliates and Altimeter Personnel) on account of tax-related considerations while imposing economic risks or costs on some or all investors. Altimeter has in the past determined, and may determine, to acquire or dispose of certain investments, or alter the timing or manner of certain transactions, or refrain from any transaction, including certain hedging transactions, on account of tax-related considerations, which considerations may not apply to all investors. For example, a Fund may determine to refrain from entering into transactions that would otherwise implicate the “wash sale” rules under the Code, to avoid disallowance of previously recognized losses. The General Partner will make such decisions in its sole discretion, and there is no assurance that the outcome, particularly with respect to tax, will be beneficial to any particular investor. Advisory Board and Investor Representative Approvals. The General Partners of the Funds have established and may establish advisory boards (the “Advisory Boards”) consisting of certain representatives of investors in the applicable Fund. The Advisory Boards are authorized, on behalf of the Funds and the investors, to consider, provide advice with respect to, and in their sole discretion, consent, approve or disprove, and/or ratify any transactions and conflicts of interest brought before it. These may include, but are not limited to, principal transactions, cross transactions, related-party transactions and other transactions and relationships involving potential conflicts of interest (i) as between the Fund and Altimeter and its affiliates and (ii) as between the Fund and another Altimeter Client Account. The Advisory Boards may approve of such transactions prior to or contemporaneous with, or ratify such transactions subsequent to, their
consummation. Any decision of an Advisory Board will be binding on all investors in the corresponding Fund and be deemed to constitute the consent of the Fund. In no event will any principal transaction, cross transaction, related-party transaction or other transaction or relationship involving conflicts of interest, be entered into unless it complies with applicable law. Although the Advisory Boards are intended to act as the representative of the investors, the interests of the members of the Advisory Boards may not be aligned with the interests of other investors and members of the Advisory Boards may themselves be subject to various conflicts of interest. For example, members of the Advisory Boards have included and may include investors in, or members of the advisory board of other Funds, and members of an Advisory Board may invest in Altimeter, its affiliates, and/or the Funds. Further, such members may be incentivized to approve matters presented by Altimeter and its affiliates because they consider cooperation with Altimeter and its affiliates with respect to Fund matters to be a strategy that will increase the likelihood of receiving allocations in future co-investment or fund investment opportunities offered by Altimeter and its affiliates. In general, the investors will not be entitled to control the selection of members of the Advisory Boards or to review the actions or deliberations of the Advisory Boards. In addition, Advisory Board members have no fiduciary obligations to the Funds or their investors other than to act in good faith. Advisory Board members may take into consideration their own interests in a particular matter and are not required to take into consideration the interests of the Fund or any of the other investors. In lieu of or addition to the Advisory Board, the General Partner of certain Funds is empowered to appoint an independent investor representative (the “Independent Fund Representative”), acting as a fiduciary on behalf of the Fund’s investors, to consider, advise on, approve, consent, and ratify any certain transactions that present a potential conflict of interest. Although the Independent Fund Representative is intended to act as a representative of the investors, the interests of the Independent Fund Representative may not be aligned with the interests of other investors and may themselves be subject to various conflicts of interest. For instance, an Independent Fund Representative is paid for its services, may serve in such a capacity for multiple Funds, and may view cooperation with Altimeter and its affiliates with respect to Fund matters to be a strategy that will increase the likelihood of it being retained for its services or its services being expanded. It is critical that investors refer to the relevant confidential Organizational Documents for a complete understanding of applicable risks and conflicts of interest. The information contained herein is a summary only and is qualified in its entirety by such Documents.
Item 12. Brokerage practices
As the investment manager of the Funds, Altimeter is authorized to determine the broker that will be used for each securities transaction. In making each investment, Altimeter may have the authority to negotiate the commission rates paid by the Funds. In selecting brokers to execute transactions, Altimeter is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission cost.
Read the rest of Item 12 (493 more words)
In selecting brokers, Altimeter may consider, among other factors, the security’s price, commission amounts, market depth, capital commitment, recent order flow, knowledge about the other side of the trade, price-spread competitiveness, total execution costs (including applicable fees), order-size availability, clearance and settlement capabilities, reputation, integrity, and financial stability, accuracy, error history and errorcorrection history, specialization in particular securities, ability to commit capital and provide liquidity, research value and other qualitative factors (such as experience, facilities, sales coverage, internal business operations and conditions, timeliness, and responsiveness). To the extent not inconsistent with achieving best execution, Altimeter may also consider other business a particular broker or dealer may have done with Altimeter, such as identifying investment opportunities, performing investment banking services, providing capital introduction services, and providing services to Altimeter’s principals. Additionally, when selecting brokers or individual transactions, Altimeter has discretion to consider proprietary research services that brokers have provided in the past or may provide in the future and that Altimeter believes will be useful in managing the Funds. Such research services may include supplemental investment research pertaining to particular securities or industries and facilitating meetings with corporate executives or others to obtain oral reports pertaining to company or industry performance. Altimeter is also authorized to direct commissions to certain brokers that may furnish other services to the Funds, the General Partner, and Altimeter, such as seminars, conferences, news and quotation equipment, quantitative analytical software, trading software, and certain other research and brokerage services permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended. As a result of the brokerage practices described above, the commissions paid and the prices paid or received by the Funds in securities transactions may be less favorable than would otherwise be the case. Any research received can be used to service all Clients to which it is applicable, whether or not the applicable broker’s services primarily benefitted the Client utilizing such research, and services received from a broker that executed transactions for a particular Client account will not necessarily be used specifically in providing investment advice to that particular Client account. Some Client accounts will generate more credits than other Client accounts for a variety of reasons, including but not limited to account size, trading frequency, and the investment strategy in which the account is managed. Trade Aggregation Altimeter aggregates trade orders whenever reasonable. In such circumstances, the Funds participating in the trade will share commission costs proportionately and receive securities at a total average price. If trade orders are aggregated, Altimeter seeks to ensure that combined orders are generally placed while assigning pre-order allocations. Otherwise, Altimeter will generally place trades in the order they are received. When an additional order with respect to publicly traded securities is placed while another order in such security has not been completed, Altimeter will generally batch the remainder of the earlier order with the additional order. Not all similarly
situated Funds will necessarily participate in the same batched order.
Item 13. Review of accounts
Fund portfolio investments are reviewed and evaluated by Altimeter’s investment team on an ongoing basis. Reviews and evaluations consist of position analysis by the CEO and/or the relevant portfolio managers and the relevant analyst. Fund books and records are subject to external verification. At the end of each calendar year, each Fund’s financial statements are prepared and audited. Additionally, Fund investors will typically receive unaudited monthly or quarterly statements from the independent third-party administrator. Generally, Public Fund investors also electronically receive a monthly summary of unaudited fund-level performance, and Flagship Fund and Co-Investment Fund investors also electronically receive an annual report. Each Client’s Organizational Documents include reporting specific to that Client.
Item 14. Client referrals and other compensation
Altimeter and/or its affiliates have in the past paid, and expect in the future to pay, third-party placement agents that refer investors to a Fund. The compensation paid to these placement agents typically includes a portion of the fixed fee based on the aggregate capital commitments to a Fund. Investors generally are not subject to any incremental fees in connection with the referral. The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor sales of interests in a Fund over sales of other investment products for which the agent will receive lower or no fees. Prospective and existing investors should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment in a Fund.
Item 15. Custody
This Item is not applicable.
Item 16. Investment discretion
Altimeter provides investment advisory services to the Funds. The investment advice that Altimeter provides to each Fund is subject to the direction and control of each affiliated General Partner, as established by the applicable Organizational Documents. Investment restrictions for the Funds, if any, are generally established in the Organizational Documents of the applicable Fund. In addition to Mr. Gerstner, certain investment professionals have limited discretion with respect to Public Investments made by Clients, subject to Altimeter’s internal policies and procedures.
Item 17. Voting client securities
To the extent Altimeter has been delegated proxy voting authority on behalf of its Clients, Altimeter intends to vote proxies or similar corporate actions according to management recommendations or otherwise, in each case depending on Altimeter’s opinion about each Client’s best interests with respect to each such vote. In making that determination, Altimeter will consider
the factors that Altimeter deems relevant in its sole discretion. Altimeter’s proxy voting policy is designed to help ensure that, if a material conflict of interest is identified in connection with a particular proxy vote, then the vote is not improperly influenced by the conflict. The Clients have access to, and investors may obtain upon request, Altimeter’s complete proxy voting policies and procedures, as well as information about how Altimeter voted any particular proxies.
Item 18. Financial information
This Item is not applicable.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.