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LMR Partners LLC: investment adviser
LMR Partners LLC is an investment adviser registered with the SEC (file 801-112529, CRD 292183). 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
- $140.1B
- Discretionary
- 100%
- Accounts
- 9
- Employees
- 106
- In advisory roles
- 66
- Disclosures
- 4
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 | 9 | $140.1B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
- Other: Reimbursement of expenses
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 |
|---|---|---|---|---|---|---|
| LMR Management Services Limited | Company (outside the U.S.) | Member | E 75% or more | Oct 2023 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| LMR Partners Management Limited | LMR Partners LP | Company (outside the U.S.) | F General partner, trustee or managing member | Yes | |
| Ben Leslie Levine | Lgi Investments | Person | E 75% or more | Yes | |
| LMR Partners LP | LMR Partners | Company (outside the U.S.) | E 75% or more | Yes | |
| Lgi Investments AG | LMR Partners LP | Company (outside the U.S.) | C 25% to 50% | Yes | |
| Stefan Andreas Renold | LMR Partners LP | Person | C 25% to 50% | 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
What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.
Item 11 questions answered Yes
These questions cover the firm and its advisory affiliates.
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
Disclosures filed elsewhere
The firm's Form ADV names these and the kind of action only; the details are on the named firm's own filing.
- 2 regulatory action disclosures about LMR Partners LLP
- 2 regulatory action disclosures about LMR Partners Limited
Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.
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.
Part 2A Brochure - 2024, filed Mar 27, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
LMR Partners LLC is a Delaware limited liability company formed in 2017 (hereinafter “LMR US,” “we”, “us”, “our” or the “Firm”) with its principal place of business in New York, and which under an agreement between LMR US and the Manager (as defined below) has discretionary authority to trade on behalf of certain private pooled investment vehicles described herein (the “Funds” or the “Clients”) managed by the LMR Investment Group (as described below). The LMR Investment Group (“LMR”) consists of the following entities:
Read the rest of Item 4 (741 more words)
LMR Partners (Offshore) Limited – an exempted company incorporated under the laws of the Cayman Islands (“Manager”); LMR Partners LLP – a limited liability partnership in England and Wales regulated by the Financial Conduct Authority (“UK Investment Manager”); LMR Management Services Limited – a limited company incorporated in the United Kingdom and a Corporate Member of LMR Partners LLP; LMR Partners LLC – a Delaware limited liability company registered as an investment adviser with the Securities and Exchange Commission; LMR Partners Management Limited – General Partner; LMR Partners LP – Limited Partnership; LMR Partners Limited – a limited company in Hong Kong licensed by the Securities and Futures Commission of Hong Kong (“HK Investment Manager”); LMR Partners AG – incorporated in Switzerland and regulated by the Swiss Financial Market Supervisory Authority (“Swiss Investment Manager”); LMR Partners (DIFC) Limited – incorporated in United Arab Emirates and regulated by the Dubai Financial Services Authority (“Dubai Investment Manager”); LMR Partners (Ireland) Limited – incorporated in Ireland and authorized by the Central Bank of Ireland (“Ireland Investment Manager”); Cipher Capital LP – a Delaware limited partnership and a relying adviser of the Firm with the Securities and Exchange Commission ( “Cipher”); and Wabon Partners, LP – a Delaware limited partnership, a relying adviser of the Firm with the Securities and Exchange Commission (“Wabon” and collectively with Cipher the “Relying Advisers” and collectively further with the UK Investment Manager, LMR US, the HK Investment Manager, the Swiss Investment Manager, the Dubai Investment Manager, and the Ireland Investment Manager, the “Investment Managers”).
LMR US serves as a co-investment adviser, with discretionary trading authority, to six Fund Families that are available to external qualified investors on a private placement basis as described in the relevant offering documents. Each of these vehicles is a Cayman Islands exempted company. The subscribers in the Funds are hereafter collectively referred to as the “Investors” and the shares in the Funds are referred to as the “Shares”. We do not tailor our advisory services to the individual needs of any particular Investor. We may in the future provide investment advice to one or more additional Clients. We do not currently have any managed accounts. In connection with certain investment strategies, we may retain unaffiliated third-party investment managers (“External Managers”) to manage, on a discretionary basis, portions of the Funds' assets through separately managed account arrangements. External Managers would be selected where we believe that their expertise complements our investment program, enhances the Funds' access to specific markets or strategies, or provides investment capabilities not otherwise deployed by us. Although External Managers would exercise discretionary authority over the assets allocated to them, we would retain overall responsibility for the selection, monitoring, and termination of External Managers and for the oversight of assets managed by them. The descriptions set forth in this Brochure of specific advisory services that we offer to our Clients,
investment strategies pursued, and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines. We have full discretion to trade on behalf of our Clients and there are no material limitations on the instruments in which we may invest. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Unless otherwise indicated, the discussion of the Firm’s advisory business in this Brochure also generally includes the advisory business of the Relying Advisers. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, we advised approximately $13.7 billion in assets under management, and approximately $139.77 billion in regulatory assets under management, all of which is managed on a discretionary basis. We do not manage assets on a non-discretionary basis. While much of this Brochure applies to all of our Funds, certain information applies to specific Funds only. Please closely review the applicable governing documents with respect to, among other things, the terms, conditions and risks of investing in a particular Fund. This brochure does not constitute an offer to sell or the solicitation of an offer to purchase any securities issued by any entities described here.
Item 5. Fees and compensation
The fees applicable to each Fund are set forth in detail in each Fund’s offering documents and prospective investors should review those documents carefully. A brief summary of such fees paid by the Funds are provided below. Management Fees The Investment Managers receive a monthly Management Fee from some of the Funds equal to 1/12 of the applicable Fee multiplied by the Net Asset Value of the relevant series of Shares, before deduction of that month’s Management Fee or any accrued Performance Fees. Management Fees may vary for each Fund and are explained more fully in each Fund’s offering documents. Management Fees are prorated for partial periods.
Read the rest of Item 5 (1,448 more words)
Performance Compensation The Investment Managers are generally entitled to receive a Performance Fee, if any, from the Funds payable annually in arrears in respect of each calendar year (a “Calculation Period”). The Performance Fee is equal to a percentage of the appreciation in the Net Asset Value of the relevant series of Shares during the Calculation Period above the Base Net Asset Value of that series of Shares. The “Base Net Asset Value” of a series of Shares is the greater of (i) the Net Asset Value of that series of Shares at the time of issue, and (ii) the highest Net Asset Value of that series of Shares achieved as at the end of any previous Calculation Period (if any) during which such series was in issue, adjusted appropriately in respect of any redemptions of Shares of that series. The Performance Fee in respect of each Calculation Period is calculated by reference to the Net Asset Value of each series of Shares before deduction of any accrued Performance Fee. The Performance Fee is payable to the Investment Managers in arrears within 15 Business Days of the end of each Calculation Period. However, in the case of Shares redeemed, exchanged or transferred during a Calculation Period, the accrued Performance Fee in respect of those Shares is payable within 15 Business Days of the date of redemption, exchange or transfer, as the case may be. In the event of a partial redemption, Shares will be redeemed on a “first-in-first-out” basis unless the redeeming Shareholder advises a Fund’s administrator otherwise in writing. Performance Fees may vary for each Client and are explained more fully in each Client’s offering documents. From time to time, the Investment Managers, at their sole discretion and out of their own resources, may decide to rebate to intermediaries and/or Investors part or all of the Management Fee and/or the Performance Fee. Any such rebates may be applied in paying up additional Shares to be issued to the Investor or may (at the discretion of the Investment Managers) be paid in cash. In the Investment Managers’ sole discretion, the Management Fees and/or the Performance Fees may be waived, reduced or calculated differently with respect to certain Investors. Expense Pass-Through Certain Funds, in lieu of, or in addition to, a Management Fee, have agreed to utilize a full or partial “cost pass through” (“CPT”) costs and expenses model with the Investment Managers. Broadly speaking, this means that certain Funds are responsible for their own expenses, as well as for some or all of the Investment Managers’ expenses (including compensation of personnel). Pass-Through Expenses are fully disclosed within each Fund’s offering documents. These generally fall into two categories: (i) transactions carried out by the Fund or on their behalf, and (ii) expenses related to the administration of the Fund. Administration expenses may include, without limitation and subject to applicable law, the following: (a) personnel costs, such as base salaries, variable compensation, employment related costs, recruitment costs, or termination payments; (b) overhead costs, such as rent, business rates, or service charges; (c) hardware expenses, as well as depreciation and amortization such as costs of purchasing or leasing equipment; (d) data and research charges, as well as market data or licensing fees; (e) software-related expenses; (f) travel expenses, such as business, investment or sales and marketing-related travel; (g) sales and marketing fees paid to third parties; (h) professional expenses paid to service providers, including but
not limited to: finance, payroll and tax, as well as legal, compliance, or related business advisory expenses; (i) training and personnel development; (j) insurance expenses, including director and officer premiums; (k) certain compliance and regulatory costs, including regulatory filings; and (l) taxes, including corporation taxes, and other forms of entity level taxes paid to local/regional governments. These other fees and expenses, as well as dealing commissions and other non-monetary benefits, payable by the Funds are charged at normal commercial rates. Feeder funds bear their proportionate share of any fees, charges, and expenses incurred by the related master fund through their investment therein (which, in the absence of any other feeder fund or other investor in such master fund, will be all of them). Certain costs are excluded from pass-through to the Funds. Such exclusions are determined by the Investment Managers in their sole discretion and include, without limitation: Office artwork; Private business travel exceeding the value of an equivalent first-class commercial fare; Settlements with regulators, censures or penalties; Personal expenses of the Firm’s partners (e.g., entertainment, charitable contributions, or other non-business-related expenditures); and Depreciation charged on assets that were already allocated to one or more Fund(s) when purchased. There is no maximum amount of fees, charges, and expenses that will be borne (directly or indirectly) by Investors of a Fund, and the aggregate amount will depend on a number of factors, including without limitation portfolio turnover, the level of borrowings, the value of short sales and the operational and organizational requirements of a Fund. As a result, the Funds may be subject to material expenses, and these expenses will impact the performance of the Funds. Prospective Investors should carefully consider the offering of a Fund in its entirety, including the different types and aggregate amount of expenses expected to be paid and/or indirectly borne by the Fund as described further in its offering documents. Costs and Expenses Allocation Policy The policies, procedures and methodologies for incurring, accruing, allocating and charging all costs and expenses of the Investment Managers are set out in the LMR Partners Costs and Expenses Allocation Policy (“Expense Allocation Policy”). The Investment Managers have the sole discretion to determine whether or not a fee, cost, or expense constitutes an expense eligible to be expensed to the Fund. The Investment Managers seek to allocate expenses among Clients in a manner that they consider to be fair and equitable under the circumstances, based on certain estimates and assumptions that they believe to be reasonable and appropriate, and in a manner consistent with each Client’s applicable governing document. Because the Investment Managers and their affiliates have an economic incentive to allocate more expenses to a Fund operating under a Full CPT model (where they will be ultimately indirectly borne by investors instead of the Investment Managers) than to Clients that have limitations on the amount and kind of expenses that can be assessed against them and, indirectly, their investors, the Investment Managers face a conflict between their own economic interests and the economic interests of certain Clients. Accordingly, the Investment Managers will seek to allocate client-specific and shared expenses in accordance with the Expense Allocation Policy, which is intended to create, to the extent practical, a framework for effective mitigation of such conflicts. However, it may not be possible to fully or partially mitigate each such conflict, and such conflicts may not necessarily be resolved in favor of a Fund. While it is generally not possible to precisely determine the portion of a shared resource that was utilized for the benefit of a particular product, account or project, the methodologies utilized in the LMR Expense Allocation Policy are intended to establish a reasonable basis for approximating such utilization. Under the Expense Allocation Policy, it is expected that expenses will be allocated in accordance with one or more of the following methodologies: (a)
Expenses which are incurred for a specific Fund will be allocated to that Fund;
(b)
Certain shared expenses will be allocated pro rata among relevant Funds based on one or more specified metric(s), including, but not limited to:
(i) (ii) (iii) (iv) (v) (c)
Relative allocated risk capital 1; Relative trading volumes; Actual or estimated usage of a specific service or product Certain other objective and/or subjective criteria; and/or Any combination of the foregoing selected by Investment Managers.
Certain shared expenses will be allocated based on the Funds for which profits and losses are generated.
The Investment Managers may, in their sole and absolute discretion, bear any of the above expenses on behalf of the Funds, provided that no such election shall obligate them to continue to do so. The Expense Allocation Policy may be amended by the Investment Managers at any time in their sole discretion. Other Types of Fees or Expenses Other expenses may also be borne by the Funds as set forth in the offering documents or relevant investment management agreements. Neither the Investment Managers nor their employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products. In addition, there are limitations and caps on certain categories of expenses, all as discussed in the Funds’ offering documents.
“Risk capital” refers to the notional capital allocation assigned to each trading book.
Item 6. Performance-based fees and side-by-side management
We and our investment personnel provide investment management services to multiple portfolios for multiple Clients and are entitled to be paid performance-based compensation by such Clients. Such performance-based compensation may create an incentive for us to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. In addition, certain Clients may have higher management fees or more favorable performance-based compensation arrangements than other Clients or have management fees or performance-based compensation arrangements providing for payment to us at different times or over different time intervals.
Read the rest of Item 6 (960 more words)
When we and our investment personnel manage more than one Client, a potential exists for one Client to be favored over another Client. We and our investment personnel have a greater incentive to favor Clients that pay us (and indirectly our investment personnel) higher fees, performancebased compensation, or compensation that is paid at different times or over different time intervals. We employ a wide range of investment objectives and strategies for our Clients. These differing objectives and strategies raise potential conflicts of interest. Certain Clients have investment objectives and investment strategies similar to, or overlapping with, those of other Clients and certain other Clients have investment objectives and strategies that are dissimilar to other Clients. While it is anticipated that the Clients will trade pari-passu with respect to some of their investments, even if a Client has investment objectives, programs or strategies that are similar to those of another Client, we may give advice or take action with respect to the investments held by, and transactions of, one Client that differs from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the other Client. Such differences might result from various factors deemed relevant by us on a caseby-case basis, including, without limitation, investment objectives, strategies, guidelines, restrictions, risk tolerances, tax status, and other criteria. For example, we may buy a security for one Client while selling that same security for another Client. In addition, we may cause one Client to buy a particular security “long” and another Client to sell that same security short. When we cause our Clients to take opposite positions with respect to a particular security or investment, actions taken by us for one set of Clients may disadvantage other sets of Clients. If a particular investment is suitable for multiple Clients, we will seek to allocate the available investment among these Clients in a manner which we believe is fair and equitable under the circumstances. In general, such allocations will be made using a pre-determined pro-rata allocation methodology based on various relevant factors including, without limitation, relative assets under management or allocated risk capital. However, pro rata allocation may not be possible or appropriate in all instances, and allocations may differ for a variety of reasons including: (i) the investment strategy, including any sector concentrations; (ii) the amount of capital available for investment and the amount of capital allocated by the account to this type of investment; (iii) the investment objectives, guidelines, or restrictions of a Client; (iv) the current composition of a Client; (v) the need to ramp up or rebalance a portfolio; (vi) risk management considerations and operational constraints; (vii) the need to avoid a de minimis allocation to one or more Clients; (viii) the need for cash to satisfy redemption requests or other obligations; (ix) tax considerations; and (x) the need to bring a Client in compliance with its investment guidelines. When a particular Client is in the process of ramping up its investment and trading strategies, we may allocate a greater portion — or the entirety — of an investment opportunity to that Client, even if the opportunity may also be suitable for other Clients. As a result, other Clients may receive reduced or no allocation of such investments. The allocation of investment opportunities among Clients may give rise to conflicts of interest, and such conflicts may not always be resolved in a manner that is advantageous to a particular Client. If an investment opportunity is available in limited quantities, we may have an incentive to allocate such opportunity to one Client over others for various reasons including, for example, where our compensationbased incentive is significantly greater with respect to one Client than another. This may lead to fewer, and less attractive, opportunities for certain Clients. We seek to mitigate such potential conflicts by relying on our internal allocation procedures that seek to ensure that Clients are treated equitably over time. When appropriate, we may, but are not required to, aggregate Client orders to achieve more efficient execution or to provide for equitable treatment among Clients, provided that such aggregation is consistent with our regulatory obligations and the terms of our investment advisory agreement with each Client for which trades are being aggregated.
We may face certain conflicts of interest in connection with the use of External Managers. External Managers may also manage capital for one or more other clients, including other investment funds or accounts, and may face conflicts in allocating investment opportunities between those clients and the Funds. We may have limited visibility into such conflicts or the allocation practices of External Managers. In addition, External Managers may receive performance-based compensation in respect of assets allocated to them by the Funds, which may create an incentive for External Managers to make investment decisions that are riskier or more speculative than those they might otherwise make in the absence of such compensation. We will seek to monitor External Manager arrangements for conflicts of interest, but there can be no assurance that all such conflicts will be identified or resolved in a manner favorable to the Funds. A Fund may invest in other funds, vehicles or accounts (“Vehicles”) which are managed or co-managed by the Manager, one or more of the Investment Managers, one of their affiliates, or an unaffiliated third-party manager, including Vehicles that are managed by third parties or affiliates in which the Manager or an Investment Manager has taken an economic interest or with whom the Manager or an Investment Manager has entered into fee sharing arrangements. Consequently, the Manager or the relevant Investment Manager may have a potential conflict of interest in such circumstances as allocating capital to such a Vehicle would benefit them financially.
Item 7. Types of clients
We provide discretionary investment advice to private investment pools, as described in Item 4 above. However, we may in the future provide investment advice to one or more additional Clients. Generally, the minimum initial investment in the Funds is $1,000,000 USD. However, the Manager or the Investment Managers may, in their discretion, accept smaller initial investments from time to time.
Item 8. Methods of analysis, investment strategies and risk of loss
The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, investment strategies pursued, and investments made by us on behalf of our Clients, should not be understood to limit our investment activities in any way. We may offer any advisory services, engage in any investment strategy, and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines. We have full discretion to trade on behalf of our Clients and there are no material limitations on the instruments in which we may invest. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital.
Read the rest of Item 8 (8,845 more words)
There can be no assurance that the investment objectives of any Client will be achieved. As a result, an investor could lose all or a substantial amount of their investment. The following summary identifies the material risks related to our significant investment strategies and should be carefully evaluated before making an investment with us; however, the following does not purport to identify all possible risks of an investment with us or provide a full description of the identified risks. Investors and potential Investors in the Funds should refer to the offering documents for the relevant Fund for a further discussion of the applicable risks. Investment Objective The following is a summary of the investment strategies and methods of analysis employed by us on behalf of our Clients. Certain Clients pursue only some of these investment strategies. Our investment objective is to seek to achieve capital appreciation with an absolute return focus. We aim to achieve this objective by investing in securities and other financial instruments on a global basis. Investment Philosophy Our investment philosophy is to exploit relative value opportunities across a range of asset classes, regions, and horizons with a view to building a diversified investment portfolio with a low correlation between separate strategies and achieving absolute returns with a low correlation to markets. Investment Strategies – Multi-Strategy We deploy capital across a diverse selection of mostly market-neutral investment strategies spanning a variety of asset classes, regions, and horizons. We aim to balance capital across sub-strategies focused on exploiting inefficiencies within fixed income, equities, credit, volatility, and risk arbitrage / event driven markets. Each of these divisions or asset classes is overseen by a dedicated Product Head. Sub-strategies within the Funds are run by expert portfolio managers and trading teams, with each of these groups working independently, effecting investments for their own separate investment portfolio. Trading teams managing separate sub-strategies may be led by one or more lead portfolio managers and work collaboratively within their team on investments for such portfolio. Such collaborative teams and their portfolios are, however, functionally segregated from other portfolio managers and trading teams. All portfolio managers and trading teams are overseen by a formal Risk Committee comprised of Product Heads and a Chief Risk Officer. As a result of the functional segregation of portfolio managers and trading teams and as an inherent facet of our multi-strategy approach, such teams may take opposing positions in the same investments or securities, notwithstanding that such trading positions have been effected for the same overall portfolio. Investment Strategies – Global Fixed Income We take discretionary views on a range of factors in global fixed income markets and related products, adopting a relative value approach to portfolio construction. We believe that a disciplined search for value, combined with a focus on quality and liquidity factors in fixed income markets, can lead to superior riskadjusted returns with minimal risk and drawdowns. We target specific catalysts such as central bank actions, auctions, seasonals, economic data, and contract expiries to realize value in our positions. We
believe that our focus on quality and liquidity factors will allow us to outperform in stressed market environments. Investment Strategies – Convertible & Capital Structure Arbitrage We target returns on a predefined time horizon through fair value convergence and asymmetric implementation of catalyst driven trades. The strategy aims to capture mispricing within a predefined time frame, through “cheapness extraction.” Material, Significant or Unusual Risks Relating to Investment Strategies and Risks Associated with Particular Types of Securities or Sectors The Risk Committee has adopted risk policies for the Funds, which include, inter alia, concentration, liquidity and stop-loss limits relevant to that Fund’s trading strategy. However, as with any investment, the Funds’ investment strategies have the potential for complete loss of capital. We have created a Risk Policy to express our core risk management philosophy through a set of procedures and limits. The Risk Policy represents the minimum set of risk limits applicable to a given Fund and seeks to ensure risk discipline throughout the investment process. All rules and risk limits for the Funds are agreed between the Risk Committee and the Portfolio Managers on a periodic basis. The risk limit framework has been designed to capture the risks and exposures of the portfolio whilst retaining sufficient flexibility for the Funds to dynamically adapt to ever-changing market conditions. The Risk Committee is responsible for ensuring that the Funds are trading within the risk parameters set out in the Risk Policy. The Risk Committee meets on a bi-weekly basis to review:
Market Risk Exposures
Counterparty Risk Exposures
Liquidity & Initial Margin
Performance
Capital Allocation
Risk Limits
Risk Model & Methodology Updates
New Product Approvals
Risk of Loss Factors Risk management and portfolio construction are core to our investment philosophy. We believe that monitoring Value at Risk alone is not sufficient, and therefore we monitor the portfolio continually for exposures to a range of factors, including single assets, single factors, and total portfolio size. We consider liquidity of the Fund to be important and generally aim to construct the portfolio such that investments can be implemented and unwound with minimal market impact. Borrowing and Leverage We may employ leverage in circumstances where we deem it appropriate to do so in pursuit of the relevant Fund's investment objective, philosophy, and strategies. Leverage may be obtained by borrowing funds from brokerage firms, banks and other financial institutions, including through margin lending agreements, collateralized borrowing and securities lending, and through the use of futures, forwards, contracts, options and other derivative instruments, and non-fully funded instruments. In each case, leverage may be obtained on a secured or unsecured, and collateralized or uncollateralized basis. Leverage obtained through borrowing is obtained from the relevant lender; leverage obtained through the use of derivatives and other non-fully funded instruments is obtained from the relevant counterparty. The use of leverage creates special risks and may significantly increase investment risk. Leverage creates
an opportunity for greater yield and total return but, at the same time, will increase exposure to capital risk and interest costs. Any investment income and gains earned on investments made through the use of leverage that are in excess of the associated interest costs may cause the Net Asset Value of the Shares to increase more rapidly than would otherwise be the case. Conversely, where the associated interest costs are greater than such income and gains, the Net Asset Value of the Shares may decrease more rapidly than would otherwise be the case. Below Investment Grade Securities We may invest in “high yield” debt securities that are rated below “investment grade” by various credit rating agencies (or in comparison to other non-rated instruments). They are subject to uncertainties and are exposed to adverse business, financial, or market conditions which could lead to the issuer’s inability to make timely interest and principal payments. The market values of such securities tend to be more sensitive to individual corporate developments and general economic conditions than those of higherrated securities. Collateral and Asset Re-use Arrangements Our collateral and asset re-use arrangements vary according to the identity of the trading counterparty or broker. We may from time to time be required to deliver collateral to our trading counterparties or brokers (including, but not limited to, the prime brokers and custodians) under the terms of the relevant agreements (including, but not limited to, ISDA master agreements, global master securities lending agreements, credit support documentation or securities lending, repurchase, foreign exchange or futures clearing agreements) by posting initial margin or variation margin on a daily mark-to-market basis. We may deliver such collateral by way of title transfer or by way of security interest (and in certain circumstances may grant a right of re-use of such collateral) to a trading counterparty or broker. The treatment of such collateral varies according to the type of transaction and where it is traded. There are generally no restrictions on the re-use of collateral by trading counterparties and brokers. Investment through Other Vehicles We may invest in other funds or vehicles which are managed or co-managed by the Manager, one or more Investment Managers or one of their affiliates, or by an unaffiliated third-party. Any fund or vehicle in which we may invest may be open-ended or closed-ended, listed or unlisted, and may employ leverage. Subject to the arrangements relating to the management fee and performance fee for funds and vehicles managed by the Manager, one or more Investment Managers or one of their affiliates, the Fund will be subject to the costs and expenses of operating any such fund or vehicle. To implement our investment strategy in an efficient manner we may invest indirectly through trading subsidiaries where it is considered that this would be commercially or tax efficient or provide a practicable means of access to a particular security. Availability of Investment Strategies Our success depends on our ability to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the import of data that may affect financial markets. Identification and exploitation of the investment strategies involves a high degree of uncertainty. No assurance can be given that we will be able to locate suitable investment opportunities in which to deploy assets or to exploit discrepancies in the securities and derivatives markets. A reduction in liquidity or the pricing inefficiency of the markets in which we seek to invest, as well as other market factors, will reduce the scope for our investment strategies.
Concentration of Investments The Clients have no fixed diversification requirements and may concentrate investments in particular positions, sectors, or instrument types. While we generally seek to diversify each Client’s investment portfolio, a Client may at times hold a relatively limited number of investments or maintain significant concentrations in particular positions as a result of our investment methods and strategies. The investment risk of a portfolio that is concentrated in this manner is greater than if the portfolio were invested on a more diversified basis, and such concentration could result in significant losses if those positions decline in value or are otherwise adversely affected, including by default of the issuer. Currency Exposure The base currency of the Funds is the US Dollar. Shares are offered in multiple currency denominations, including Euro, US Dollars, Sterling, and Yen, and will be issued and redeemed in those currencies. Certain assets of the Funds may be invested in securities and other instruments denominated in currencies other than the base currency, and the value of such assets may be affected favorably or unfavorably by fluctuations in currency rates. We generally seek to hedge such foreign currency exposure through the use of spot and forward foreign exchange contracts or other methods, though such hedging is necessarily subject to residual foreign exchange risks. In addition, assets attributable to the Euro Shares, Sterling Shares, and Yen Shares will be exposed to possible adverse currency fluctuations between the relevant share class currency and the US Dollar; we seek to hedge this exposure with the aim of minimizing its impact on the Net Asset Value per Share of the relevant class. Prospective investors whose assets and liabilities are predominantly denominated in currencies other than Euro, US Dollars, Sterling, or Yen should consider the potential risk of loss arising from fluctuations in value between those currencies and their own base currency. Derivatives We may utilize both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps, options and contracts for differences, as part of our investment policy. Over-thecounter derivative instruments which we may invest in include, but are not limited to, interest rate derivatives, volatility derivatives and credit derivatives. These instruments can be highly volatile and expose investors to a high risk of loss. The low margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as margin, and may result in unquantifiable further loss exceeding any margin deposited. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Transactions in over-the-counter contracts may involve additional risk as there is no exchange market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position, or to assess the exposure to risk. Contractual asymmetries and inefficiencies can also increase risk, such as break clauses, whereby a counterparty can terminate a transaction on the basis of a certain reduction in net asset value, incorrect collateral call, or delay in collateral recovery. We may also sell covered and uncovered options on securities. To the extent that such options are uncovered, we could theoretically incur an unlimited loss. Equities and Equity Instruments We may trade equities, equity instruments (including equity-linked securities and equity-based derivatives) and may engage in trading equity indices, the values of which vary with an issuer’s performance and movements in the broader equity markets. Numerous economic factors, as well as market sentiment, political, and other factors, influence the value of equities. Certain equity-linked financial instruments in which we may trade are referenced to underlying equities but incorporate other components, such as duration, strike price and premiums, that may result in the positions being unprofitable even though we may have correctly assessed the market value of the underlying equity. The market prices of equity securities as a group have dropped dramatically in a short period of time on several occasions in the past, and they may do so again in the future. In addition, actual and perceived accounting irregularities may cause dramatic price declines in the equity securities of companies reporting such irregularities or which
are the subject of rumors of accounting irregularities. These factors may adversely affect the Funds and, consequently, the Net Asset Value per Share. We may purchase securities of companies in initial public offerings/New Issues or shortly after an initial public offering/New Issue. Special risks associated with these securities may include a limited number of shares available for trading, unseasoned trading, lockup restrictions, lack of investor knowledge of the company and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies and, thus, the Net Asset Value per Share in the Fund. Where we invest in New Issues in the US, the Funds will have to ensure that FINRA’s investor criteria regarding investing in New Issues is satisfied. We will determine whether these criteria are satisfied by reviewing the declarations provided by Investors in the Application Form. The limited number of shares available for trading in some initial public offerings may make it more difficult to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices. In addition, some companies in initial public offerings/New Issues are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be under-capitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. Leveraged ETFs We may invest in leveraged and inverse exchange-traded funds (“Leveraged ETFs”) as part of our investment strategy. Leveraged ETFs seek to deliver a multiple (e.g., 2x or 3x) of the daily performance of an underlying index or instrument, while inverse ETFs seek to deliver the opposite of such daily performance, in each case typically through the use of derivatives. Leveraged ETFs are inherently more volatile than traditional ETFs and are subject to the effects of daily compounding, which can cause returns over periods longer than a single trading day to differ significantly — and potentially adversely — from the stated multiple of the underlying index's performance, particularly in volatile markets. Investments in Leveraged ETFs may result in substantial losses, including losses that exceed the decline in the value of the underlying index, and such losses may be further magnified in the case of leveraged inverse positions. Leveraged ETFs are also subject to tracking error, counterparty risk, liquidity risk in times of market stress, and increased costs due to frequent rebalancing, and the fees and expenses associated with such instruments will be borne by the Funds in addition to the Funds' own expenses. There can be no assurance that investments in Leveraged ETFs will achieve their intended objective or that such investments will not result in material losses to the Funds. Systematic Strategies We may utilize quantitative, algorithmic, systematic, or similar strategies (collectively, “Systematic Strategies”) which use various mathematical models and computational techniques to make investment decisions. The research and modeling process for these strategies is extremely complex, involving the application of financial, economic, and statistical theories. We seek to retain appropriately skilled individuals to perform and supervise these processes, but their inherent complexity means there can be no assurance that such efforts will be successful and that the finished models will be free of errors that could adversely affect a Client's performance. Models used by the Systematic Strategies also rely to a great extent on information and data supplied by third parties, which is used to inform the models and construct insights used in the investment process. Such data may be incorrect, incomplete, improperly implemented into a model, or incorrectly interpreted by the model and any resulting investment decisions could negatively impact a Client's performance (collectively, “Systematic Errors”). Systematic Errors are generally not considered Trade Errors under our Trade Error Policy. Rather, Trade Errors related to Systematic Strategies would include, for example and without limitation, (i) a manual override of an automated trading model after the trading model originated a transaction, leading to a malfunction in hardware or software that results in an unintended execution; (ii) an erroneous voice trade; (iii) a trade that was allocated among the Fund and other accounts in error; and (iv) an error during the clearance and settlement processes that resulted in an unintended transaction. Additionally, the cost of data and technology infrastructure is subject to change and increases in prices for data and technology infrastructure necessary to implement investment and trading strategies could negatively impact our ability to successfully implement the Systematic Strategies.
Forward Foreign Exchange Contracts We may enter into forward foreign exchange contracts. A forward foreign exchange contract is a contractually binding obligation to purchase or sell a particular currency at a specified date in the future. Forward foreign exchange contracts are not uniform as to the quantity or time at which a currency is to be delivered and are not traded on exchanges. Rather, they are individually negotiated transactions. Forward foreign exchange contracts are effected through a trading system known as the interbank market. It is not a market with a specific location but rather a network of participants electronically linked. Documentation of transactions generally consists of an exchange of telex or facsimile messages. There is no limitation as to daily price movements on this market and in exceptional circumstances there have been periods during which certain banks have refused to quote prices for forward foreign exchange contracts or have quoted prices with an unusually wide spread between the price at which the bank is prepared to buy and that at which it is prepared to sell. Transactions in forward foreign exchange contracts are not subject to comprehensive regulation nor are they guaranteed by an exchange or clearing house. We will be subject to the risk of the inability or refusal of our counterparties to perform with respect to such contracts. Any such default would eliminate any profit potential and compel us to cover our commitments for resale or repurchase, if any, at the then current market price. These events could result in significant losses. Interest Rate Risk Changes in interest rates can affect the value of our investments in fixed income instruments. Unexpected increases or decreases in interest rates may cause the value of our investments to decline. We may experience increased interest rate risk to the extent we invest, if at all, in debt securities with longer maturities, debt securities paying no interest (such as zero-coupon securities), or debt securities paying non-cash interest in the form of other debt securities. Fixed-interest securities are particularly affected by trends in interest rates and inflation. If interest rates increase, capital values may fall and vice versa. Inflation will erode the real value of capital. In addition, governments may not be able to honor repayment on bonds they issue. Market Liquidity, Settlement, and Leverage In some circumstances, the instruments in which we invest may be relatively illiquid, which may make it difficult to acquire or dispose of positions at the prices quoted on various exchanges and may impair our ability to respond to market movements or adjust positions. Reduced market liquidity may be exacerbated by the size of our positions, and we may experience adverse price movements upon liquidation. In addition, the settlement of transactions may be subject to delays and administrative uncertainties. Changes in overall market leverage, deleveraging resulting from decisions by a prime broker, custodian, or other counterparties (including those involved in repurchase/reverse repurchase agreements or derivative transactions) to reduce available leverage, or liquidations by other market participants of the same or similar positions, may also adversely affect the portfolio. Accordingly, our ability to respond to market movements may be impaired and we may experience adverse price movements upon liquidation of our investments. Loans We may invest in loans and loan participations originated by banks or other financial institutions. These investments may include leveraged loans to borrowers with below investment grade credit ratings. These loans are generally private corporate secured loans that are negotiated by banks or other financial institutions and syndicated among a group of lenders. In relation to trading in loans, our ability to acquire or dispose of positions may be restricted, delayed or prevented to the extent that any conditions to transfer are required to be satisfied. Such conditions may include, without limitation, obligations on us, as transferee, to provide satisfactory confidentiality undertakings to the borrower, grantor of a participation, or transferor to procure the same from any onward transferee. Bank loan transfers typically require consent of the issuer and agent bank, resulting in settlement periods that are longer than those for bonds or equities and creating increased counterparty risk during the settlement window. The underlying documents governing our holding of a loan position may contain restrictions on our ability to transfer our loan position, including that the consent of the grantor of any participation may be required. Illiquidity in
the market for trading loan positions may affect our ability to dispose of, and realize value in respect of, our loan positions. Loan investments also involve a fundamental credit risk based on the borrower’s ability to make principal and interest payments on the loans it receives. Digital Asset Derivatives We may invest in (1) digital asset derivatives, including futures, options, options on futures, over the counter derivatives, or other derivative instruments; (2) investment vehicles that hold or may invest in digital assets or digital asset derivatives; and (3) other instruments (e.g., equities, debt, or derivatives thereof) relating to businesses that utilize digital asset technology, participate in the digital asset supply chain, or otherwise have direct or indirect exposure to digital assets or digital asset derivatives together (collectively “Digital Asset Derivatives”). This may include long and short positions on a cash or synthetic basis and trades may be for both speculative and hedging purposes. Trading in Digital Asset Derivatives carries a high level of risk. Investments in Digital Asset Derivatives, like direct investments in digital assets, should be considered substantially more speculative and significantly more likely to result in a total loss of capital than many other investments. Potential risks include, but are not limited to, significant price volatility, liquidity concerns, fragmented markets, unclear valuation, cybersecurity threats, technological challenges, and uncertain custody requirements. Regulators in the US and internationally have increasingly scrutinized Digital Asset Derivatives, and the underlying digital assets, and regulatory developments in this area are unpredictable and may materially affect the ability to trade or invest in Digital Asset Derivatives. Some brokers may also impose restrictions on customer trading activity in Digital Asset Derivatives including higher margin requirements or stricter position limits, which may adversely impact the viability of strategies utilizing these instruments. Additionally, since Digital Asset Derivatives are an emerging asset class with limited historical data, it is not possible to know or accurately predict all of the risks involved and additional risks may arise as markets develop, requiring ongoing reassessment of the investment landscape. Market Crisis and Governmental and Regulatory Intervention The global financial markets continue to undergo pervasive and fundamental disruptions which have led to extensive and unprecedented governmental and regulatory intervention. Such intervention has in certain cases been implemented on an “emergency” basis without much or any notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions has been suddenly and/or substantially eliminated. Given the complexities of the global financial markets and the limited time frame within which governments and regulators have been able to act, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. It is impossible to predict with certainty what additional interim or permanent governmental or regulatory restrictions may be imposed on the markets and/or the effect of such restrictions on our ability to fulfil our investment objectives. However, there is a high likelihood of significantly increased regulation of the global financial markets, and such increased regulation could be materially detrimental to the performance of our portfolio. Risks Associated with External Managers To the extent we allocate assets to External Managers in the future, the Funds may experience losses as a result of poor investment decisions, inadequate risk management, fraud, or other misconduct by an External Manager or its personnel. Our ability to detect such risks may be limited given that we will not have complete control over the day-to-day operations of any External Manager, and the consequences of any such events may not become apparent until after losses have been incurred. In addition, the termination of an External Manager relationship may result in the liquidation of positions at unfavorable times or prices, or require the reallocation of assets in a manner that is disruptive to the Funds' overall investment program, and there can be no assurance that a suitable replacement manager would be identified in a timely manner or on favorable terms.
Short Selling Short selling involves trading on margin and accordingly can involve greater risk than investments based on a long position. A short sale of a security involves the risk of a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no absolute guarantee that securities or currencies necessary to cover a short position will be available for purchase. Due to regulatory or legislative action taken by regulators around the world because of volatility in the global financial markets, taking short positions on certain securities has been restricted or subject to more onerous disclosure requirements at certain times in certain jurisdictions. The levels of restriction and disclosure vary across different jurisdictions and are subject to change in the short to medium-term. These restrictions or disclosure requirements have at times made it difficult and, in some cases, impossible for numerous market participants either to continue to implement their investment strategies or to control the risk of their open positions. Accordingly, we may not always be able to fully express the negative views in relation to certain securities, companies, or sectors and our ability to fulfil the investment objective may be constrained. Sovereign Debt We may invest directly, and indirectly through derivative instruments (including swaps and credit default swap indices) or money market funds, in sovereign debt instruments. The issuers of sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and we may have limited recourse in the event of a default. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, the sovereign debtor’s cash flow situation, extent of foreign currency reserves, availability of sufficient foreign exchange on the date a payment is due, policy toward international lenders, and political constraints to which it may be subject. Furthermore, such entities may be entitled to claim sovereign immunity from any claims made against them should they default on any of their obligations under such loans. This may hinder, or prevent entirely, our recovery of any loss suffered as a result of such default. Index or Index Options The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether we will realize appreciation or depreciation from the purchase or writing of options on indices depends, accordingly, upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Index Futures The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, shareholders may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Our successful use of index futures contracts also is subject to our ability to correctly predict movements in the direction of the market. Futures Contracts We may invest in futures contracts or options thereon. Futures positions may be illiquid because, for example, many commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Under such daily limits,
during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instruments occasionally have moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent us from promptly liquidating unfavorable positions and subject the Funds to substantial losses. In addition, we may not be able to execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or a regulator may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. In addition, various exchanges impose speculative position limits on the number of positions that may be held in particular commodities. Trading in commodity futures contracts and options are highly specialized activities that may entail greater than ordinary investment or trading risks. Furthermore, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. Swap Agreements We may enter into swap agreements. These agreements are individually negotiated and can be structured to include exposure to a variety of different types of investments, asset classes, or market factors. Depending on their structure, swap agreements may increase or decrease our exposure to, for example, equity securities. Swap agreements can take many different forms and are known by a variety of names. We are not limited to any particular form of swap agreement if consistent with our investment objective. Whether our use of swap agreements will be successful depends on our ability to select appropriate transactions. Swap transactions may be highly illiquid and may increase or decrease the volatility of our portfolio. Moreover, we bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency by the counterparty. We also bear the risk of loss related to, for example, breaches of swap agreements or our failure to post or maintain required collateral. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets, including potential government regulation, could adversely affect our ability to terminate existing swap transactions or to realize amounts to be received under such transactions. Asset-Backed Securities We may invest in asset-backed securities. The risk of investing in asset-backed securities (“ABS”) is usually ultimately dependent upon payment of loans by debtors or, in certain instances, guarantors. These financial instruments do not have the benefit of the same security interest in the related collateral. The underlying assets are generally unsecured, and the debtors may be entitled to the protection of consumer loan laws, many of which give such debtors the right to set off certain amounts owed, thereby reducing the balance due. Because of the large number of assets involved in a typical issuance and technical requirements under applicable laws, the trustee for the holders of the ABS may not have a proper security interest in all of the obligations backing such ABS. Therefore, there is a possibility that recoveries on collateral may not, in some cases, be available to support payments on these securities. The collateral supporting ABS is generally of shorter maturity than mortgage loans and is less likely to experience substantial prepayments. The value of an ABS is affected by changes in the market’s perception of the asset backing the security and the creditworthiness of the servicing agent for the asset pool, the originator of the loans or the financial institution providing any credit enhancement, as well as by the expiration or removal of any credit enhancement, potentially to zero. Mortgage-Backed Securities We may invest in mortgage-backed securities, with such investments expected to primarily consist of US government-backed agency mortgage-backed securities (“MBS”). Where the Fund invests in MBS and other debt securities secured by real estate, it will be exposed to the fluctuations and cycles in value which are characteristic of real estate markets, as well as specific risks including, among others: adverse changes in national or international economic conditions; changes in supply of or demand for properties; the financial condition of tenants, buyers and sellers of properties; changes in the availability of debt financing; changes in interest rates, exchange rates, real estate tax rates and other operating expenses; and
government actions including potential regulations on rent control, environmental laws and regulations, real estate laws and regulations, zoning and planning laws, regulations and other rules and fiscal policies. Convertible and Derivative Arbitrage Convertible and derivative arbitrage strategies generally involve valuation spreads between the convertible and the underlying security, or other related instruments. To the extent the price relationships between such positions remain constant, no gain or loss on the position is likely to occur other than financing and repurchase or securities loan costs or the costs of options positions. Such positions do, however, entail a substantial risk that the valuation differential could change unfavorably, causing a loss to the spread position. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Changes in expected future volatility may result in a gain or loss on the positions. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Special Purpose Acquisition Companies We may invest in special purpose acquisition companies (“SPACs”), publicly traded companies formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire a target company by the deadline, in which case the SPAC would typically be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may only be able to, or may only seek to, complete one business combination, which may cause it to be solely dependent on a single business, (iv) the value of any target company may decrease following its acquisition by such SPAC, (v) the value of the funds invested and held in the trust may decline, (vi) the investor in the SPAC may not be able to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (vii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. To the extent that a SPAC completes a business combination, it will be affected by numerous risks inherent in the business operations of the acquired company or companies. Commodities Strategies We pursue commodities strategies, which focus on generating alpha across commodities through both directional and relative value strategies in flat price, spreads, and volatility, with an emphasis on global energy markets. These strategies are driven by consistent, repeatable, and disciplined processes that are documented and heavily grounded in data analysis. Extensive micro and macro fundamental research, analysis, and forecasting will be the main source of differentiated opinions and trade ideas, while eventdriven and semi-systematic strategies will overlay fundamental opportunities across multiple investing horizons. Event-Driven Strategies Risk We may have investments in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, litigation, bankruptcies, and similar transactions. In these circumstances, the transaction involving the business enterprise may fail, may take a long time to complete, or may result in the Fund receiving a cash or a new security worth less than the Fund’s original purchase price for the related security or instrument. Similarly, if an anticipated transaction does not occur, a Fund may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which a Fund may invest, there is a potential risk of loss by a Fund of its entire investment in such companies.
Carbon Emissions Credits The Funds may invest in carbon emissions credits. Carbon credits represent a permit or certificate allowing the holder to emit a specified quantity of carbon dioxide or equivalent greenhouse gases and may be bought, sold, or retired in connection with emissions reduction programs or voluntary sustainability initiatives. The markets for carbon credits are not fully organized and can generally be “thin” or illiquid, making the purchase or sale of such investments at desired prices or in desired quantities difficult or impossible. Carbon credits traded on exchanges may be subject to price volatility, margin requirements, and exchange-imposed position limits, while credits traded through contractual arrangements between private parties in unregulated over-the-counter markets carry additional risks including counterparty risk, limited price transparency, and the absence of a central clearinghouse to guarantee performance. Regulation of the carbon credit market is at an early stage and may change significantly in the future as a result of new legislation, international treaties, or other governmental or regulatory action. The direction and pace of such regulatory development is impossible to predict and could have a material adverse impact on the value of a Fund's carbon credit investments. The value of carbon credits may also be affected by concerns regarding the quality, additionality, and permanence of underlying emissions reduction projects, evolving certification standards, and reputational risks associated with carbon offsetting. Credits that are subsequently found to lack the represented environmental attributes may decline significantly in value or become unmarketable. There can be no assurance that the Funds' investments in carbon credits will retain their value or that a liquid market will exist at the time the Funds seek to sell such investments. Artificial Intelligence Businesses We may invest in companies that develop, apply, or are affected by artificial intelligence (“AI”), machine learning, data analytics, or related technologies (collectively, “AI-Related Businesses”). These businesses may have limited operating histories, narrow product lines, constrained financial resources, or a concentrated customer base. They often operate in highly competitive and rapidly evolving markets and may be subject to rapid technological change, and potential product obsolescence. AI-Related Businesses may also be exposed to overlapping or interconnected industries and may be adversely affected by developments in those sectors. The performance of such businesses may depend heavily on their ability to innovate, protect intellectual property, maintain access to quality data, and attract and retain key personnel. Given the intensely competitive commercial landscape, there can be no assurance that such efforts will be successful. AI-Related Businesses are frequently targets of cyberattacks, including attempts to compromise proprietary software or sensitive data, which, if successful, could materially and adversely affect their operations or valuations. Further, AI-Related Businesses may face regulatory headwinds in the form of new or proposed laws concerning data usage, algorithmic transparency, or the ethical deployment of AI technologies. Likewise, failures in data collection, governance, or privacy protection could lead to reputational harm, legal liability, or regulatory sanctions. Exposure to Material Non-Public Information Although we have implemented policies to mitigate this risk, we may inadvertently come into possession of material non-public information in the course of our investment advisory activities. Under applicable securities laws, this may restrict our ability to trade in the securities of the affected issuers and, in turn, limit the investment flexibility of the Funds. Counterparty Risk The Funds are subject to the risk of the inability of any counterparty (including prime brokers and custodians) to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. Trade Errors and Trading Execution Risks Trade errors and order errors, which may be due to a mistake of fact, processing error or other similar
reason, are an intrinsic factor in any complex investment process, and will occur even where execution is conducted with due care and using special procedures designed to prevent such errors. Except in the case of fraud, losses arising from trading errors shall be for the account of the relevant Fund on the basis that profits arising from trading errors will also be for the account of the same Fund. In the event of a trading error or an order error, we will determine as a free-standing investment judgement whether to retain the relevant position. Other Derivative Instruments We may take advantage of opportunities with respect to certain other derivative instruments that are not currently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objective of the Firm and that we believe are legally permissible. Special risks may apply to instruments in the future that cannot be determined at this time or until we invest in such instruments. Other derivative instruments may be subject to various types of risks including market risk, liquidity risk, the risk of non-performance by the counterparty (including risks relating to the financial soundness and creditworthiness of the counterparty), legal risk and operations risk. Cybersecurity Risk The Funds, or one or more of their respective service providers, including the Manager and the Investment Managers may be prone to operational, information security and related risks resulting from failures of or breaches in cybersecurity. A failure of or breach in cybersecurity (“cyber incidents”) refers to both intentional and unintentional events that may cause the relevant party to lose proprietary information, suffer data corruption, or lose operational capacity. In general, cyber incidents can result from deliberate attacks (“cyber-attacks”) or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). The issuers of securities or counterparties to other financial instruments in which a Client may invest may also be prone to cyber incidents. Cyber incidents may cause disruption and impact business operations, potentially resulting in financial losses, interference with the Funds’ ability to calculate their net asset value, impediments to trading, the inability of Investors to subscribe for, exchange or redeem Shares, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future which may adversely impact the Funds. While the Manager, the Investment Managers and their respective affiliates have established business continuity plans in the event of, and risk management strategies, systems, policies and procedures to seek to prevent cyber incidents, there are inherent limitations in such plans, strategies, systems, policies, and procedures including the possibility that certain risks have not been identified. Furthermore, none of the Clients, the Manager, the Investment Managers and their respective affiliates can control the cybersecurity plans, strategies, systems, policies, and procedures put in place by other service providers to the Clients and/or the issuers in which the Clients invest. Reliance on Technology and Electronic Trading We rely heavily on computer hardware and software, online services, and other computer-related or electronic technology and equipment to facilitate Clients' investment activities. Specifically, Clients may trade financial instruments through electronic trading or order routing systems, which differ from traditional open outcry pit trading and manual order routing methods. Such electronic trading exposes Clients to risks associated with system or component failure, which could render us unable to enter new orders, execute existing orders or modify or cancel previously entered orders. System or component failure may also result in loss of orders or order priority. Should events beyond our control disrupt any technology or equipment operation, Clients' investment programs may be severely impaired, causing them to experience substantial losses or other adverse effects.
Use of Artificial Intelligence and Large Language Models We may use AI tools, including large language models, machine learning systems, data analytics platforms, and similar technologies (collectively, “AI Tools”) in connection with certain aspects of our business, including investment research, strategy development, operational processes, and employee productivity. While these tools may offer efficiencies or insights, their use also presents a range of risks. We have implemented internal policies and procedures governing the use of AI Tools, which we evaluate and adjust on an ongoing basis as the technology and regulatory landscape evolve, though there can be no assurance that such policies will successfully mitigate all relevant risks. AI Tools may produce inaccurate, misleading, or incomplete outputs, particularly when based on flawed, biased, or insufficient data. Such outputs may be particularly difficult to detect given the complexity and opacity of many AI models. We seek to apply human oversight, but the complexity and opacity of many AI Tools may limit our ability to mitigate these risks effectively. Additionally, personnel, vendors, or other third-party service providers may input confidential or proprietary information into open-source or commercially available AI Tools and such disclosures could result in the unauthorized use or dissemination of sensitive data, including potential violations of confidentiality obligations, data privacy laws, or intellectual property rights. Although we maintain internal policies designed to govern the use of AI Tools, we cannot eliminate the risk of improper or unintended usage. Many AI Tools — particularly those developed by third parties — may also contain undetected bugs, security vulnerabilities, or operational flaws that could expose us or our Clients to data breaches or system failures. Although we strive to undertake reasonable diligence on all third-party AI tools, our ability to oversee or influence how such tools are developed, deployed, or maintained is inherently limited and there can be no assurance that our diligence efforts will successfully identify or mitigate all relevant risks. We may also be exposed to AI-related risks through third-party service providers, counterparties, or portfolio companies that use AI Tools in their own operations, regardless of whether we are aware of such use. We will generally not be in a position to control the manner in which such third parties develop, maintain, or deploy AI Tools, and any adverse consequences arising from their use could indirectly affect us or the Funds. The legal and regulatory environment surrounding AI remains highly dynamic. US and non-US regulators are actively evaluating the risks and implications of AI, and have proposed or adopted legislation and guidance concerning its use, including in financial services. Future regulatory developments may impose additional compliance obligations, restrict or limit the use of certain AI Tools, or require changes to our operations or investment processes. Compliance with any such requirements may result in increased costs, and any failure or perceived failure to comply could have an adverse effect on us or the Funds. It is not possible to predict all legal, operational, or technological risks that may arise from the continued development and adoption of AI Tools, and new risks may emerge as the technology evolves. Risk Management Failures Although we attempt to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that they will be effective. Moreover, many risk management techniques, including those we employ, are based on historical market behavior, but future market behavior may be entirely different and, accordingly, the techniques we employ on behalf of Clients may be incomplete or altogether ineffective. Similarly, we may be ineffective in implementing or applying risk management techniques. Any inadequacy or failure in our risk management efforts could result in material losses to Clients.
Effects of Health Crises and Other Catastrophic Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that result in disrupted markets or interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and public response to or fear of such crises or events, may have an adverse effect on the operations of the Funds and the Investment Managers and on the Funds’ investments. For example, any preventative or protective actions taken by governments in response to such crises or events may result in periods of business disruption either in specific countries or worldwide. Such actions may significantly reduce, delay, suspend or otherwise disrupt the operations of the Funds, the Manager, the Investment Managers and the other service providers to the Funds. Further, the occurrence and duration of such crises or events could adversely affect economies and financial markets either in specific countries or worldwide. The impact of such crises or events could lead to negative consequences for the Funds, including, without limitation, significant reduction in the net asset value of the Funds, reduced liquidity of a Fund’s investments, restrictions on the ability of a Fund to value its investments and the potential suspension of the calculation of net asset value and the suspension of issues, redemption and/or exchanges of Shares in accordance with the offering documents of such Fund. Recent Events Certain sectors of the global financial markets have recently experienced extended periods of market volatility due to various geopolitical conditions including inflationary pressures, economic sanctions, regional armed-conflicts, and international trade disputes. Such conditions could have an adverse impact on the financial markets and could affect the Funds’ performance and overall ability to successfully implement investment strategies. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in each Fund or the application of the investment strategy.
Item 9. Disciplinary information
There are no legal or disciplinary events that are material to an Investor or prospective Investor’s evaluation of our advisory business or the integrity of our management.
Item 10. Other financial industry activities and affiliations
As noted under Item 4 above, the Relying Advisers conduct a single advisory business with LMR US and rely upon its investment adviser registration under an umbrella registration. LMR US and Wabon are both registered with the CFTC as commodity pool operators (“CPOs”) and are members of the National Futures Association (the “NFA”). In connection with this registration, certain of our employees are registered as “Associated Persons” and “Principals” of these entities. We may, in the future, evaluate whether to rely on applicable CFTC staff no-action relief, exemptions, or other regulatory relief that could permit us to withdraw from CPO registration if available and appropriate.
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Any such change could reduce or eliminate certain CFTC/NFA compliance, reporting and oversight obligations applicable to us in our capacity as a CPO. If we pursue this approach, we would do so only after assessing its applicability to our business and Clients, and any change could affect the regulatory framework under which certain advisory activities are conducted. Neither LMR US nor its management persons are registered as broker-dealers, and they do not have an application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer. We do not recommend or select other investment advisers for our Clients. Subject to applicable law, the Manager, the Investment Managers and a Fund may, in their sole discretion, negotiate and enter into agreements or arrangements (“Side Arrangements”) with certain Investors including, without limitation, those deemed to involve a significant or strategic relationship, that will result in different terms of an investment in a Fund than the terms applicable to other Investors. As a result of such Side Arrangements, certain Investors may receive additional or different information, reporting, and/or other benefits which other Investors will not receive. Such information and reporting may provide the recipient greater insights into a Fund’s activities than is included in standard reports to Investors, thereby enhancing the recipient’s ability to make investment decisions with respect to a Fund and with respect to the investment of its own assets. Except as described in the offering documents of a Fund or as required by law or regulation, none of the Manager, the Investment Managers or a Fund is required to notify any or all of the other Investors of any such Side Arrangements or any of the rights and/or terms or provisions thereof, nor are the Manager, the Investment Managers, or a Fund required to offer such additional and/or different rights and/or terms to any or all of the other Investors. As a result, Investors that have entered into Side Arrangements may be able to act on additional information (for example, to request redemptions) that other Investors do not receive.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics LMR has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and at least annually thereafter. Employees are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:
Employees must at all times place the interests of Clients first; Employees must ensure that all personal securities transactions are consistent with the Code of Ethics; and Employees should not take inappropriate advantage of their position at the Firm.
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Participation or Interest in Client Transactions Purchase and sale transactions (including swaps) may be effected between the Clients subject to the following guidelines: (i) such transactions will be in the best interest of all Clients, (ii) effected for cash consideration, at the current market price of the particular securities, and (iii) no brokerage commission or similar fee will be paid to the Investment Managers or any of their affiliates in connection with any such transaction. The Investment Managers expect to use a broker to execute these trades in the market but may arrange for internal cross trades directly between the relevant Clients depending on the particular circumstances. The Investment Managers are not paid any additional fee or other compensation (including broker-dealer commissions or mark-ups), in connection with these trades. The Investment Managers do not generally expect to engage in principal transactions — that is, transactions in which the Investment Managers buy securities from, or sell securities to, the Funds for their own account. To the extent the Investment Managers do engage in any such principal transactions, they will comply with the requirements of Section 206(3) of the Investment Advisers Act of 1940, as amended, which requires, among other things, that the Investment Managers provide written disclosure to, and obtain consent from, the relevant Client prior to the completion of any such transaction. LMR may solicit qualified Investors to invest in a Fund. LMR could be considered to have recommended an investment in the Fund as suitable for an Investor as a result of the relationship between LMR and the Fund. LMR will inform each Investor of its relationship with a Fund prior to the Investor’s investment, but does not intend to advise Investors as to the appropriateness of the investment and will not receive any compensation for doing so or for selling interests in a Fund (except to the extent that LMR receives Management Fees and Performance Fees from all Investors). LMR discloses potential conflicts of interest to Investors in a Fund’s offering documents. These materials are delivered to Investors prior to their investment and Investors are given the opportunity to ask questions and seek answers regarding, among other things, potential conflicts involving the Firm, its affiliates, or the executive officers of the foregoing. Personal Securities Trading LMR US’s policy regarding personal securities trading by employees (the “Personal Trading Policy”) constrains the ability of personnel to engage in personal securities trading. Under the Personal Trading Policy, employees, their spouses, immediate family members, and other dependents, are required to direct their brokers, or directly provide, duplicate copies of personal discretionary brokerage account statements to the compliance team, which are used to monitor compliance with the Personal Trading Policy. Employees must obtain pre-approval from the compliance team before: (i) effecting any personal trades in covered securities; (ii) engaging in any outside business activities that may present a conflict with the employees’ duties at the Firm; or (iii) making any private investments, other than investments in Client
accounts. We will provide a copy of our Code of Ethics policy to our Investors, or any prospective Investor or Client, upon request.
Item 12. Brokerage practices
We are authorized to determine the broker-dealer to be used for executing securities transactions for the Funds. The Funds’ securities and other assets are held in securities accounts at our prime brokers that are qualified custodians. Best Execution We have a duty to obtain best execution for our Clients and accordingly have adopted a Best Execution Policy, which sets forth the criteria considered when selecting a broker-dealer. In fulfilling this obligation, we will take all sufficient steps to achieve the best possible result for each Client, taking into account the following factors:
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Price; Costs; Speed; Likelihood of execution and settlement, including the creditworthiness of the venue and the quality of any related clearing and settlement facilities; Size and nature of the order, including whether it is to be executed on a regulated market or over-thecounter; Liquidity of the relevant market; and Any other consideration relevant to the execution of the order, including whether the executing broker is providing services to us beyond merely trade execution.
These factors will be considered and prioritized in light of the following execution criteria:
Investment objectives and policy; Risks specific to the Client; Characteristics of the order; Characteristics of the financial instruments or other assets that are the subject of the order; and Characteristics of the broker-dealers and/or execution venues to which that order can be directed.
In selecting broker-dealers, we are not required to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. We may select a broker-dealer that charges commissions in excess of those that another broker-dealer might have charged for effecting the same transaction, provided that we make a good faith determination that the amount of the commission is reasonable in relation to the value of the brokerage and research services received, viewed in terms of either the specific transaction or our overall responsibility to our Clients. We may also consider, in selecting broker-dealers, the provision of additional services such as research, capital introduction, marketing assistance, general market commentary, economic and industry information, trading advice, issuer commentary, technical data, investment recommendations, and the arrangement of meetings with issuer management. The provision of such services by a broker-dealer creates a potential conflict of interest, as it may create an incentive for us to select that broker-dealer on the basis of services received rather than solely on the basis of execution quality. We manage this conflict through the oversight procedures set forth in our Best Execution Policy. Any research or other services provided by a broker-dealer may benefit one or more Clients, and such benefits may not be proportionate to the commission dollars generated by each Client. Neither LMR nor any related person receives Client referrals from any broker-dealer or third party. Soft Dollars We do not currently utilize soft dollars generated by Fund trading activities to acquire brokerage or research services or products. In the event we determine to utilize soft dollars in the future, any such arrangements will be structured to fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, and in accordance with prevailing SEC guidance regarding the scope
and application of that safe harbor.
Item 13. Review of accounts
Our portfolio managers and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Funds to ensure that they conform to the investment objectives and guidelines that are stated in the relevant Fund’s offering documents. In these reviews, we pay particular attention to any changes in investment fundamentals, overall risk management, and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each Fund’s portfolio in conjunction with the Fund’s administrators. We will distribute annual audited financial statements with respect to the previous fiscal year to all Investors within 120 days of the relevant Fund’s fiscal year end. We also may distribute other interim reports to Investors as described in a Fund’s offering documents.
Item 14. Client referrals and other compensation
We do not receive economic benefits from non-Clients for providing investment advice and other advisory services. Neither we nor any of our related persons directly or indirectly compensates any person who is not a supervised person, including placement agents, for Client referrals.
Item 15. Custody
Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any Funds or securities in which any Client has any beneficial interest (“Custody Rule”). An investment adviser is deemed to have custody or possession of Client funds or securities if the adviser directly or indirectly holds Client funds or securities or has the authority to obtain possession of them. We intend to comply with the Custody Rule, for all funds advised by LMR US, by meeting the conditions of the pooled vehicle annual audit provision.
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Upon completion of the relevant Fund’s annual audit by an independent auditor registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Fund’s audited financials to Investors within 120 days of the Fund’s fiscal year end.
Item 16. Investment discretion
We have full discretionary authority over the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities, in accordance with the investment management agreements with the Funds. Our investment decisions and advice with respect to the Fund are subject to the Fund’s investment objectives and guidelines, as set forth in the applicable offering documents. Please refer to Item 5 for more information on our investment allocation and related procedures. We may, in our sole discretion, offer co-investment opportunities in a Client investment to certain Investors, third parties, or members of the Investment Managers and/or their affiliates.
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When offering a co-investment opportunity to a particular third-party, we may consider a variety of factors, including, but not limited to, whether: (i) the co-investor may provide strategic value to the Investment Managers or Clients in relation to, among other things, legal, tax and regulatory matters, based on the Investment Managers’ prior experience with the co-investor (if any); and (ii) such third-party has previously expressed an interest in participating in co-investment opportunities. In each case, the terms relating to the coinvestor’s acquisition of such Client investment will be no more favorable than the terms offered to a Client with respect to its acquisition of the same Client investment made concurrently. We and/or our affiliates may permit employees, consultants or partners to “co-invest” alongside Clients in certain investments in an effort to further align their interests with those of Investors. As a result of their participation in these co-investments, third-party co-investors may not be able to invest as much in a particular limited capacity investment as would be the case if such persons were not permitted to co-invest in these opportunities. Further, such co-investments are expected to be made in certain transactions but not all transactions as determined on a case-by-case basis, and accordingly, we and/or our affiliates may have an incentive to concentrate such capital in transactions that we view as most favorable. Co-investment opportunities may be effected through limited partnerships, exempted companies or other entities formed to effect such co-investments (“Co-Investment Funds”). Management fees and incentive compensation arrangements imposed upon a Co-Investment Fund or another co-investor in a Client investment may, in our sole discretion, vary from the Management Fee and the Performance Fee payable by the Investors. We will be entitled to retain all of the management fees and incentive compensation that we receive from any such Co-Investment Funds and neither the Clients nor any Investor will have any economic interest in such management fees or incentive compensation.
Item 17. Voting client securities
Pursuant to the Advisers Act’s Proxy Voting Rule, we have adopted proxy voting policies and procedures (the “Proxy Voting Policy”). The general policy is to vote proxy proposals, amendments, consents, or resolutions (collectively, “Proxies”) in line with management recommendations. Clients may not direct our vote in a particular solicitation. We may refrain from voting Proxies where we believe the voting of a given proxy to be irrelevant to the investment decision, where the costs associated with voting outweigh the anticipated benefits to our Clients, where we determine that doing so would be in the best interests of our Clients, or where voting is otherwise impractical or unnecessary for any other reason.
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Accordingly, we may not vote proxies in connection with quantitative or systematic strategies, which involve a high volume of trading and short holding periods, as the success of such strategies does not depend on the outcome of proxy contests and the potential benefits would be outweighed by the associated costs. We retain the right to vote proxies in connection with such strategies in the future should this determination change. We may also abstain from voting specific proxies for non-quantitative strategies where we determine that doing so would be in the best interests of our Clients. Conflicts of interest may arise between our interests and those of our Clients, or between the interests of two different Clients. If we determine that we may have, or be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy Voting Policy, which addresses such conflicts. Clients may obtain a copy of our Proxy Voting Policy by written request to compliance@lmrpartners.com. We will generally participate in class action claims on behalf of our Clients when we determine, in our sole discretion, that doing so would be in the best interest of such Clients. We utilize a third-party service provider to assist in class action claim filings and settlement processing.
Item 18. Financial information
We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.