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Carronade Capital Management, LP: investment adviser
Carronade Capital Management, LP is an investment adviser registered with the SEC (file 801-118911, CRD 309174). 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
- $4.8B
- Discretionary
- 100%
- Accounts
- 7
- Employees
- 17
- In advisory roles
- 8
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 6 | $4.4B | 92.2% |
| Other: Separately managed account and spvs | 1 | $376.7M | 7.8% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
- Other: PORTFOLIO MANAGEMENT FOR A SEGREGATED PORTFOLIO COMPANY
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 |
|---|---|---|---|---|---|---|
| Daniel Gropper | Person | Managing partner, limited partner | E 75% or more | Nov 2019 | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Carronade Capital Management LP - Form ADV Part 2A, filed Aug 5, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Carronade Capital Management, LP (“we”, the “Firm”, “Investment Manager” or “Carronade”) is organized as a Delaware limited partnership with a principal place of business in Darien, Connecticut. We are an affiliate of Carronade Capital Management GP, LLC (the “General Partner”), the general partner of the Firm; Carronade Capital GP, LLC (the “Flagship General Partner”), the general partner of the Offshore Fund (as defined below), the Onshore Fund (as defined below) and the Flagship Master Fund (as defined below) (as defined below). The General Partner is also affiliated to Carronade Capital Concentrated GP, LLC, the general partner (the “Concentrated General Partner”) of the Fund of One (defined below).
Read the rest of Item 4 (558 more words)
The General Partner, the Flagship General Partner, and the Concentrated General Partner are each a ”General Partner”, and collectively referred to as the “Carronade General Partners”. Dan Gropper, the Founder, Managing Partner and Chief Investment Officer of the Firm (the “CIO”), is the majority beneficial owner of Firm and directs the investment activities and operations of the Funds (as defined below). Carronade provides discretionary investment management services to qualified investors through the private, pooled investment vehicles identified below and two special purpose trading vehicles: Carronade Capital Opportunities, LLC (“Opportunities SPV”) and Carronade Capital Events, LLC, its member (“Events SPV”, together with “Opportunities SPV”, the “SPVs”). We serve as the non-member manager for Opportunities SPV and Events SPV. The Master Fund (defined below) is a member of both Opportunities SPV and Events SPV. We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We generally do not tailor our advisory services to the individual needs of any particular Investor (defined below). Carronade manages the following private, pooled investment vehicles:
Carronade Capital Offshore, LP, a Cayman Islands exempted limited partnership (the “Flagship Offshore Fund”); Carronade Capital Partners, LP, a Delaware limited partnership (the “Flagship Onshore Fund”); Carronade Capital Master, LP, a Cayman Islands exempted limited partnership (the “Flagship Master Fund”); Carronade Capital Master Concentrated Fund I LP (the “Concentrated Master Fund”, together with the Flagship Master Fund, the “Master Funds”); Carronade Capital Offshore Concentrated Fund I, LP (the “Concentrated Offshore Fund”, together with the Flagship Offshore Fund, the “Offshore Funds”); and Carronade Capital Partners Concentrated Fund I, LP (the “Concentrated Onshore Fund”, together with the Flagship Onshore Fund, the “Onshore Funds”).
The Master Funds, the Onshore Funds, the Offshore Funds, are collectively herein each referred to as a “Fund”, as applicable. The Onshore Funds’ “Limited Partners” and the Offshore Funds’ “Limited Partners” are hereafter collectively referred to as the “Investors” where appropriate. The Concentrated Master Fund, Concentrated Offshore Fund and Concentrated Onshore Fund are collectively, the “Fund of One”. _ -4-
Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents”. Since Carronade does not provide individualized advice to Investors, such Investors should consider whether the respective Feeder Fund meets their investment objectives and risk tolerance prior to investing. Carronade is not undertaking to provide any investment advice (impartial or otherwise), or to give advice in a fiduciary capacity in connection with making an investment in the Funds. Carronade also provides advisory services to a separately managed account client (the “SMA”) and may enter into other managed account and consulting relationships in the future to advise on co-investment opportunities. The Funds, the SPVs, the SMA and any other account(s) to which Carronade may determine to provide investment advisory or consulting services in the future are collectively and/or singularly referenced herein as “Clients” or “Client,” respectively. We do not currently participate in any Wrap Fee Programs. As of May 31, 2026, Carronade managed approximately $ 4,821,307,655 in regulatory assets under management on a discretionary basis.
Item 5. Fees and compensation
The fees applicable to each Client are set forth in detail in the corresponding Offering Documents, trading advisory agreement and the consulting agreement where applicable. A brief summary of such fees is provided below. Management Fee For its investment management services, the Flagship Master Fund pays to the Investment Manager an annual asset- based investment management fee (“Management Fee”) of the balance of each Investor’s capital account. The Flagship Master Fund pays the Management Fee within 10 days of the first day of each fiscal quarter. The Flagship Master Fund calculates and pays the Management Fee in advance but amortizes the Management Fee monthly over the fiscal quarter for which such Management Fee is paid. The Management Fee rate ranges from 1.00% to 1.50%.
Read the rest of Item 5 (989 more words)
The Firm, in its sole discretion, may waive or modify the Management Fee for any Investor. The Management Fee charged (if any) to other Clients (i.e., the SMA and Concentrated Funds) have negotiated fee rates or different fee structures based on factors such as cumulative asset size and anticipated future assets, among others. Other Types of Fees or Expenses Carronade is authorized to incur and pay in the name and on behalf of the Clients all expenses which it deems necessary or advisable. The Firm is responsible for and shall pay, or cause to be paid, all of its own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. Each Client bears its own expenses and, in the case of the Funds its pro rata share of the relevant Master Fund’s expenses, and any trading vehicle’s expenses, including the following: (i) the Management Fee (as applicable); (ii) expenses related to the research, due diligence, provision of public relations and monitoring -5-
of actual and prospective investments (whether or not consummated) and the consummation of such investments, including the following: third-party investment sourcing fees; fees and expenses related to obtaining research and market data (including any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data) and expenses related to obtaining, processing and analysing “big data” or “alternative data”; due diligence expenses including consulting and appraisal fees; travel expenses; brokerage and prime brokerage fees, commissions and expenses; expenses relating to reorganizations, restructurings and workouts; expenses related to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; and fees and expenses of third-party professionals, including consultants, investment bankers, public relations personnel, attorneys and accountants; (iii) organizational and reorganizational expenses; and (iv) operational expenses, including the following: fees and expenses relating to information technology hardware, software or other technology (including expenses related to artificial intelligence (“AI”) and any fees or other charges based on usage or consumption for AI models, AI application programming interfaces (“APIs”), code generation tolls and related platforms) and software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage the order execution of financial instruments by the Client or any trading vehicle or otherwise manage the Client or any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems and order management systems; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses; fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys and accountants (including shadow accountants); the costs of any litigation or investigation involving activities of the Client or any trading vehicle; third-party audit and tax preparation expenses; insurance expenses, including premiums for fidelity bond coverage, cybersecurity insurance and liability insurance and fidelity bond coverage covering the General Partners, the Investment Manager and the members, partners, officers, employees and agents of any of them and (for the Funds) each member of the Client’s advisory board (as applicable); fees and expenses (including director registration fees) of any of the Client’s directors and officers (as applicable) (including any anti-money laundering officers); fees and expenses of the Client’s advisory board (as applicable); costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letter agreement; fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Client or any trading vehicle, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings); expenses incurred in connection with the offering and sale of the Funds’ interests and other similar expenses related to the Funds (excluding fees payable to any placement agent) (as applicable); extraordinary expenses, including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding- up or termination of the Client or any trading vehicle. Generally, if any of the above expenses are incurred jointly among different Client accounts, other than the Management Fee (as applicable), such expenses will be allocated pro rata among Clients who actually benefit from or incur the expense (based on net asset value or position exposure, as applicable, or in such other manner as Carronade considers fair and equitable. Any expenses that the General Partners or Carronade determines should be allocated to a particular Client or Investor (e.g., legal costs associated with a certain investment position), are debited to such Client that holds such position and Investors’ capital accounts generally on a pro rata basis in accordance with their relevant percentages based the size of the investment made, assets under management or such other manner as the General Partner considers fair and equitable. To the extent that expenses to be borne by a Client are paid by the General Partner or the Firm, the Client -6-
reimburses such party for such expenses as applicable. The Funds do not have a pre-determined limit on their ordinary or extraordinary operating expenses. The Funds’ actual annual operating expenses are disclosed in the Funds’ year-end audited financial statements, which are provided to each Investor. Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.
Item 6. Performance-based fees and side-by-side management
With respect to the Flagship Funds, we and our affiliates are entitled to a performance-based compensation between 17.5% and 20% of the net capital appreciation allocated to each Investor’s capital account, subject to a high- water mark, as described in the respective Offering Documents. With respect to our other Clients, we and our affiliates are entitled to performance-based compensation at rates individually negotiated with such Client based on factors such as cumulative asset size and anticipated future assets, among others. Under future co-investment consulting agreements or fund-of-one vehicles, we may be entitled to a fee based on the net capital appreciation of the co-investment.
Read the rest of Item 6 (86 more words)
As a result, certain conflicts of interest that may arise due to the incentive to favor higher performance-fee paying Client accounts over ones that have a lower performance fee. This conflict is addressed through written policies and procedures which require the fair and equitable allocation of investment opportunities across Clients who can participate in a trade. Performance-based allocation arrangements may also create an incentive for us to recommend investments that may be riskier or more speculative than those that we would recommend under a different arrangement.
Item 7. Types of clients
Our clients are the Funds, the SMA and Fund of One, as described in Item 4 above, and the Flagship Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals and other sophisticated investors. The Concentrated Funds operate as a fund-of-one and is not open to others. Carronade may, at its discretion, be willing to structure and manage other funds-of-one, separately managed accounts, or other types of bespoke investment vehicles. Any such offering will be subject to a minimum asset size requirement, among other factors, including capacity and operational considerations. Carronade may also provide non-discretionary consulting services to other investment advisers pursuant to a formal consulting agreement.
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, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the corresponding Offering Documents, trading advisory agreement and the consulting agreement where applicable. The investment strategies we pursue are speculative and entail substantial risks. Clients, and Investors, should be prepared to bear a substantial loss of capital.
Read the rest of Item 8 (25,512 more words)
There can be no assurance that the investment objectives of any Client will be achieved, and the investment results may vary substantially, -7-
including on a monthly, quarterly and annual basis. Investment Objective The investment strategy deployed by Carronade on behalf of its Clients focuses on investing in nontraditional, undervalued credit and equity financial instruments, combining robust fundamental business valuation with proprietary legal and capital structure analysis. The Investment Manager seeks to create a portfolio of restructurings, stressed credit, capital structure arbitrage and event driven investments by constructing trades predicated on the following factors:
• • • • •
where a financial instrument resides in the capital structure; a legal dispute; the restructuring process; or idiosyncratic events streams; and a combination of the foregoing factors.
Our Clients generally invest in large, liquid capital structures. As part of our investment strategy, we may seek to influence the outcome of our Client’s restructuring investments through activism. Our investment strategy also includes the pursuit of special situations credit and equity investments and incorporates both position-specific and portfolio hedges to seek to mitigate market risk and seek to create a balanced portfolio designed to deliver non-correlated, superior risk-adjusted returns. Investment Philosophy The Investment Manager’s investment philosophy involves deep analysis across various factors that influence the outcome of a legal or restructuring process. The Investment Manager’s investment analysis generally includes: Corporate Structure Analysis: The Investment Manager creates corporate organizational 1. structure charts by piecing together multiple inputs, which requires a significant amount of effort; Capital Structure Analysis: The Investment Manager seeks to review all documentation for each 2. instrument in a capital structure in order to properly understand the legal rights for each financial instrument; 3. Original Legal Analysis: The Investment Manager performs legal analysis in-house, as well as consulting a wide network of outside counsel; and Fundamental Research: The Firm will utilize a bottom-up assessment of credit fundamentals 4. combined with decades of experience across multiple industries. The analytical steps above are augmented by understanding “deal ethos”, as the Investment Manager believes that accurately predicting the correct legal answer is different from accurately predicting and managing the outcome of a complex legal case. Deal outcomes are influenced by subjective human factors, including the identities and motivations of the judges, principals, legal advisors and financial advisors. Investment Process The Investment Manager employs a disciplined investment methodology that identifies idiosyncrasies specific to specific issuers in stress, distress or where there are specific event streams to structure event driven or capital structure arbitrage trades in order to seek to build a diversified portfolio designed to generate alpha across a range of market cycles. The Investment Manager’s investment process generally -8-
includes:
•
• •
Sourcing: Leveraging longstanding, deep and extensive relationships across the restructuring, legal and financial advisor community, the Investment Manager utilizes various avenues to source investment opportunities, including, without limitation: (i) an experienced trader interacting with the sell side, (ii) monitoring large cases through news flow, and (iii) invitations from legal and financial professionals to join an effort; Research: The Investment Manager’s bottom-up research process involves robust fundamental business analysis, a comprehensive review of corporate structure, capital structure and associated documentation and detailed legal analysis; and Selection and Sizing: The Investment Manager’s selection and sizing of the Master Fund’s investments involves determining a level of conviction, assessing downside risk, maintaining a rigorous process for entering, monitoring and exiting investments and actively managing, reunderwriting and reassessing the portfolio on a daily basis.
Portfolio Investments The assets of our Clients may be invested, directly or indirectly, on margin or otherwise, in interests commonly referred to as securities, other financial instruments issued by, entered into by or referenced to U.S. or non-U.S. entities and other assets, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; repurchase and reverse repurchase agreements; loans; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds, exchange-traded funds and similar financial instruments; money market funds; obligations of the United States or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created (all such items being called herein “Financial Instruments”); in each case, of any person, whether or not publicly traded or readily marketable. Portfolio Construction The Flagship Master Fund’s and SMA’s portfolio will contain approximately 35 to 60 positions. An average position is expected to be 2% to 4% of capital. The top ten positions will generally represent 35% to 50% of capital, and large positions are expected to generally represent 10% of capital. Gross longs are expected to be between 65% and 85% of the Flagship Master Fund’s and SMA’s portfolio, and gross shorts are expected to be 25% to 45% of the Flagship Master Fund’s or SMA’s portfolio. The net exposure is expected to be 20% to 60%. While the Investment Manager currently expects the Flagship Master Fund’s and SMA’s position sizes and net exposure to be at approximately the percentage levels set forth above, the Investment Manager may make adjustments to such position sizes and net exposure without prior notice to the Investors. The Investment Manager will generally invest in corporate and municipal bonds, sovereign bonds, bank debt, trade claims, hybrids, equity and structured products, including, without limitation, RMBS, CMBS and other asset-backed securities. The average holding period of an investment in the Flagship Funds is expected to be between six months to two years. Seventy-five-percent (75%) of the Flagship Master Fund’s and SMA’s -9-
investments are expected to be in the United States and one-quarter of the Flagship Master Fund’s and SMA’s investments are expected to be outside of the United States. Generally, no more than 25% of the Flagship Master Fund’s portfolio will have net exposure to a single industry (for the avoidance of doubt, gross exposure will exceed net exposure). While the Investment Manager currently expects the Flagship Master Fund’s and SMA’s average holding period and geographical and industry exposure to be at approximately the percentage levels set forth above, the Investment Manager may make adjustments to such holding period and geographical and industry exposure without prior notice to the Investors. The Investment Manager seeks to identify portfolio hedges and position-specific hedges to mitigate marketcorrelated, systematic and beta risk. Portfolio hedges generally consist of credit or equity index hedges, option structures on the foregoing portfolio trades, out of the money market protection and single-name credit shorts. Position specific hedges generally consist of hedges within the capital structure, a basket of industry securities for significant industry exposures, hedges for certain commodity exposures and foreignexchange hedges for non-U.S. dollar-denominated positions. Leverage and Borrowing for Cash Management Purposes While the Firm generally does not intend to utilize leverage on behalf of its Clients other than in connection with investments in performing bank debt, Carronade has the authority to borrow, trade on margin, utilize derivatives and otherwise obtain leverage from brokers, banks and others on a secured or unsecured basis. The overall leverage of the Client depends on the investment strategies employed by the Investment Manager and specific market opportunities, particularly in respect of investments in performing bank debt. The Master Fund may borrow for cash management purposes, such as to satisfy withdrawal requests. To facilitate such borrowings, the Master Fund may, among other things, enter into a credit facility with a service provider to the Master Fund or a third party. No restrictions have been imposed on the collateral and asset reuse or rehypothecation arrangements that the Investment Manager on behalf of its Clients may employ as a means of reducing the cost of a counterparty providing leverage to the Client. Trading Vehicle The Client may effect one or more of the foregoing strategies either directly by purchasing Financial Instruments or indirectly, for tax, regulatory or other reasons, by investing through one or more trading vehicles organized by the Investment Manager. The Investment Manager may form one or more corporate subsidiaries or other entities through which a Client may invest, which in turn may invest all of its assets into the Master Fund, or other trading vehicle with respect to certain investments or activities in respect of which the Investment Manager determines that the establishment of such corporate subsidiaries or other entities is beneficial for the Investors. In the event of such an investment, all of the income, gain and loss attributable to each such investment or activity would be allocated by the Master Fund, or trading vehicle to the relevant corporate subsidiary. For the avoidance of doubt, with respect to the Funds, the Incentive Allocation will be allocated to the General Partner, in its capacity as general partner of the Master Fund, before taking into account any taxes paid by (or withheld in respect of) any such corporate subsidiary formed in accordance with the preceding sentence. The Consulting Agreement Carronade may provide (non-discretionary) consulting services to an unaffiliated investment adviser (the “Counterparty”). In exchange for providing such services, Carronade will receive a percentage of gains from -10-
positions realized by the Counterparty in investment vehicles it manages that are covered by the consulting agreement. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by us, the SMA or any co-investment arrangement. Additional or new risks not addressed below may affect the Clients. These risk factors cannot be and are not intended to be exhaustive. Prospective investors should consult with their own legal, tax and financial advisors about the risks of an investment in any Fund or vehicle advised by us. The following risk factors and other relevant risks could have a material adverse effect on the Funds and investors’ investments therein, the SMA or any vehicle advised by us. An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents, trading advisory agreement and/or the consulting agreement (as applicable). There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in the Financial Instruments listed in the Offering Documents, including, without limitation, the risks described below. Each prospective investor or client should carefully review the Offering Documents, trading advisory agreement and/or the consulting agreement (as applicable), and the documents referred to herein before deciding to invest with Carronade. Risks Relating to Private Investment Funds Generally Legal and Regulatory Environment for Private Investment Funds and their Managers The legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Master Fund to pursue its investment program and the value of investments held by the Master Fund. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Master Fund to pursue its investment program or employ brokers and other counterparties could have a material adverse effect on the Funds and the Investor’ investments therein. In addition, the Investment Manager may, in its sole discretion, cause the Funds or the Master Fund to be subject to certain laws and regulations if it believes that an investment or business activity is in the Master Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more Investors. Systemic Risk Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearinghouses, banks, securities firms and exchanges with which the Master Fund interacts, as well as the Master Fund, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Master Fund and on the markets for the Financial Instruments in which the Master Fund seeks to invest. Risks Relating to Management Limited Operating History Each of the Funds, the Master Fund, the General Partner and the Investment Manager has a limited operating history upon which prospective Investors can evaluate their anticipated performance. The past investment performance of the Investment Manager and its affiliates should not be construed as an indication of future -11-
results. The investment program should be evaluated on the basis that there can be no assurances that the Investment Manager’s assessment of the short-term or long-term prospects of investments will prove accurate or the Client will achieve its investment objective. Banking Relationships The Investment Manager, and Clients will hold cash and, with respect to the Master Fund, other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. The Client may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of each of the Investment Manager and Client to access, transfer or otherwise deal with its assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on the Client. For example, in such a scenario, the Client could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, the Investment Manager or Client may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). The Investment Manager does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its, or a Client’s banking relationships, and there can be no assurance that the Investment Manager, or the Client will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Investment and Due Diligence Process Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before making investments, the Investment Manager will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to the Investment Manager (both of which, at times, may be limited). When conducting due diligence, the Investment Manager may be required to evaluate important and complex business, financial, tax, accounting and legal issues. When conducting due diligence and making an assessment regarding an investment, the Investment Manager will rely on the resources reasonably available to it. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and the circumstances related thereto, and the Investment Manager may rely on the advice of such parties. However, whether or not known to the Investment Manager at the time, and especially with respect to illiquid investments, such resources may not be sufficient, accurate, complete or reliable and due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that the Investment Manager will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, the investment opportunities pursued by the Client require rapid execution, and investment analyses and due diligence, negotiations and decisions by the Investment Manager may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to the -12-
Investment Manager at the time of an investment decision may be limited, and, in such cases, and especially with respect to illiquid investments, the Investment Manager may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that the Investment Manager will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and the Investment Manager may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which the Client invests will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., “covenant lite” instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with GAAP. Accordingly, information available to the Investment Manager, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Uncertainty of Financial Models and Projections The Investment Manager may use financial models and projections to help analyze a potential investment or future capital raises by, and financing for, public and private companies or other transactions. Modelled and projected operating results will often be based on management judgments, with adjustments to such models and protections made by the Investment Manager in its discretion. Alternative Data The Investment Manager may use alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data”. The Investment Manager applies these alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part—by the Funds. No assurance can be given that the Investment Manager will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability -13-
for the Investment Manager, the Master Fund, in numerous jurisdictions. The Investment Manager cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to the Investment Manager or to the Funds. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. Increased Regulatory Oversight Increased regulation (whether promulgated under securities laws or any other applicable law) and regulatory oversight of and changes in law applicable to private investment funds and their managers are likely to impose administrative burdens on the Investment Manager, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert the Investment Manager’s time, attention and resources from portfolio management activities to responding to inquiries, examinations and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Handling of Mail Mail addressed to the Funds or the Master Fund and received at their respective registered office will be forwarded unopened to the forwarding address supplied by the General Partner to be dealt with. None of the Fund, the Master Fund, or the General Partner or any of their respective partners, members, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. In particular, personnel of the Firm may only receive, open or deal directly with mail which is addressed to them personally in their respective capacities (as opposed to mail which is addressed just to the Funds, or the Master Fund, as the case may be). Investment Manager’s Payment of Fund Expenses From time to time, the Investment Manager or its affiliates may elect to bear certain expenses on behalf of a Client that otherwise would or could be a Client expense. To the extent that the Investment Manager or its affiliates make such an election, the Investment Manager, or such affiliates will not have any obligation to continue to bear such expenses. Dependence on Service Providers, Partners and Employees Each Client is also dependent upon its counterparties and the businesses that are not controlled by the Investment Manager that provide services to the Client (the “Service Providers”), as well as the partners and employees of the Investment Manager. (See also “Certain Risk Factors – Risks Relating to Management – Retention and Motivation of Employees”.) Examples of Service Providers include the Administrator, Prime Brokers, custodian, Legal Counsel and the Auditor. Errors are inherent in the business and operations of any business, and although the Investment Manager will adopt measures to prevent and detect errors by, and misconduct of, its own partners and employees as well as counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Client and the investors’ investments therein. Partner and employee misconduct may include, among others, binding a Client to transactions that exceed authorized limits or present unacceptable risks, unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risk or losses), and failure to adhere to policies and procedures established by Carronade. Losses could also result from actions taken by Service Providers, including from the failure to recognize trades and the misappropriation of assets, including situations where Service Providers may act as directors, trust companies or in a similar capacity that give -14-
such Service Providers signing authority over certain Client assets. In addition, it is possible that partners, employees and Service Providers will improperly use or disclose confidential information of the Client, which could result in litigation or serious financial harm, including limiting the Client’s business prospects or future marketing activities. No assurance can be given that measures adopted to prevent and detect misconduct will be effective. In addition, without any misconduct, partners, employees and Service Providers may make errors that cause significant losses to the Client and its investors, including, among others, with respect to the calculation of net asset value, the handling of assets and wiring of withdrawal proceeds, the handling of personal information, the negotiation of contracts, the maintenance of data or the safeguarding of one or more of the Investment Manager’s systems. As the Funds and the Master Funds have no employees, the Funds and the Master Funds are reliant on the performance of the Service Providers. Each Investor’s relationship in respect of its Interests is with the relevant Fund only. Accordingly, absent a direct contractual relationship between the investor and the relevant Service Provider, no Investor will have any contractual claim against any Service Provider for any reason related to its services to the Funds or the Master Fund. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against the Funds or the Master Fund, as the case may be, by the relevant Service Provider is, prima facie, the Funds or the Master Fund, as the case may be. The Funds or the Master Fund, as applicable, may, even when it is apparent that a Service Provider has made an error, determine not to pursue legal remedies against such Service Provider. Risks Relating to Management – Retention and Motivation of Employees The success of the Client is dependent upon the talents and efforts of highly skilled individuals employed by the Investment Manager and the Investment Manager’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that the Investment Manager’s investment professionals will continue to be associated with the Investment Manager throughout the life of the Funds or engagement with the Client, and the failure to attract or retain such investment professionals could have a material adverse effect on the Client, the Funds and the Investors’ investments therein. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of the Investment Manager’s investment professionals could be replaced. Risks Relating to the Structure of the Funds Significant Fees and Expenses The fees and expenses of the Client, may be significant. The Client must generate sufficient income to offset such fees and expenses to avoid a decrease in its net asset value. Absence of Regulatory Oversight Over the Fund and Master Fund The Funds and the Interests are not expected to be registered under the securities laws of the United States or any other jurisdiction other than the Cayman Islands (with respect to the Offshore Funds and Master Funds). In particular, the Funds will not be registered as an investment company under the Company Act, and, therefore, will not be required to adhere to the restrictions and requirements under the Company Act. Accordingly, the provisions of the Company Act (which, among other things, require investment companies to have a majority of disinterested directors, require securities to be held in custody by a bank or broker in accordance with rules requiring the segregation of securities, prohibit the investment companies from engaging in certain transactions with its affiliates and regulate the relationship between advisers and investment companies) are not applicable. The Offshore Funds and the Master Funds will be regulated as a mutual fund under the Mutual Funds Act. -15-
However, registration under the Mutual Funds Act does not involve an examination of the merits of the Offshore Funds or the Master Funds or supervision of the investment performance of the Offshore Funds or the Master Funds by the Cayman Islands government or the Monetary Authority. There is no financial obligation or compensation scheme imposed on or by the government of the Cayman Islands in favor of or available to the investors in the Offshore Funds. Effect of Substantial Losses or Withdrawals If, due to extraordinary market conditions or other reasons, the Client and other vehicles managed by the Investment Manager were to incur substantial losses or were subject to an unusually high level of withdrawals, the revenues of the Investment Manager may decline substantially. Such losses and/or withdrawals may hamper the Investment Manager’s ability to (i) attract or retain employees, (ii) provide the same level of service as it has in the past, and (iii) continue operations. Actions taken to meet substantial withdrawal requests from investors in the Funds (or withdrawals taken in any Other Accounts) could result in prices of Financial Instruments held by the Client decreasing and the Clients’ expenses increasing (e.g., transaction costs and the costs of terminating agreements). The overall value of the Client’s portfolio also may decrease because the liquidation value of certain assets may be materially less than their cost or mark-to-market value. The Client may be forced to sell its more liquid positions, which may cause an imbalance in the portfolio that could have a material adverse effect on the remaining Investors, as applicable. Substantial withdrawals could also significantly restrict the Client’s ability to obtain financing or transact with derivatives counterparties needed for its investment strategies, which would have a further material adverse effect on performance. With respect to the Funds, the Fund and the Investment Manager generally will not disclose to Investors the amount of pending withdrawals or withdrawal requests and are under no obligation to make any such disclosure. Limited Liquidity An investment in the Funds and the SMA has limited liquidity because Investors will generally have only limited rights to withdraw capital or transfer their Interests, and the Investment Manager has the right to suspend withdrawals, as described in the governing documents of those relationships. Investors must be prepared to bear the financial risks of an investment in the Funds or SMA for an indefinite period of time. Access to Information and Effect on Withdrawals Because of the wide range of potential investments, potentially rapid shifts in the concentration of investments among types of Financial Instruments or strategies, the inherent complexity of many of the Client’s investment strategies and other factors, prospective investors and investors will not have sufficient information to analyze or evaluate in detail the specific risks and potential returns of the Master Fund’s investment program prospectively. The Investment Manager generally will not provide detailed information about the Client’s portfolio or any advance notice of anticipated changes in the composition of the Client’s portfolio, nor will the Investment Manager provide proxy voting history information to prospective Investors. Furthermore, in response to questions and requests and in connection with due diligence meetings and other communications, the Funds and the Investment Manager may provide additional information to certain Investors and prospective Investors that is not distributed to other Investors and prospective Investors. Such information may affect a prospective Investor’s decision to invest in the Funds, and Investors (which may include personnel and affiliates of the Investment Manager) may be able to act on such additional information and withdraw their Interests potentially at higher values than other investors. Any such withdrawals may result in reduced liquidity for other investors and, in order to meet larger or more frequent withdrawals, the Funds may need to maintain a greater amount of cash and cash-equivalent investments than it would otherwise maintain, which may reduce the overall performance of the Funds. Each Investor and prospective investor and client is responsible for asking such questions as it believes are necessary in order to make its own investment decisions, must decide for itself whether the limited information provided by the Investment Manager and the Funds is sufficient for its needs and must accept the foregoing risks. -16-
Proposed Tax Legislation In May 2025, the United States Congress began the process of considering substantial tax legislation that, if enacted, may affect certain of the tax consequences of an investment in the Funds. Prospective investors should consult their own tax advisors regarding the potential effect, if any, of this or other tax legislation on their investment in the Funds. Identity of Beneficial Ownership; Withholding on Certain Payments In order to avoid a U.S. withholding tax of 30% on certain payments (which might in the future include payments of gross proceeds) made with respect to certain actual and deemed U.S. investments, the Master Fund generally will be required to timely register with the Service and agree to identify, and report information with respect to, certain direct and indirect U.S. account holders (including debtholders and equity holders). A Limited Partner may, in certain cases, be required to provide information regarding “foreign financial institutions” within the meaning of Section 1471(d)(4) of the Internal Revenue Code with which it is “affiliated” within the meaning of Section 1471(e) of the Internal Revenue Code. Investors should consult their own tax advisers regarding the possible implications of these rules on their investment in the Fund. Governmental Entity Investors Governmental entities, including pension plans maintained by governmental agencies and instrumentalities, may invest in the Funds. Such investors may be subject to laws that affect the applicability or enforcement of certain terms generally governing the Funds. For example, exculpation, indemnification, confidentiality, choice of law and choice of venue provisions may be applied differently with respect to such investors. In addition, investment in the Funds by certain governmental entities may subject the Funds and/or the Investment Manager to increased regulatory burdens and public disclosures about the Funds, its investors and its activities. In-Kind Distributions Although the Funds do not intend to make distributions in kind, under certain circumstances a withdrawing Investor may receive Financial Instruments (to the extent received by the Funds from the Master Fund) in lieu of, or in combination with, cash at the discretion of the General Partner. Such distributions may include interests in one or more special purpose vehicles holding Financial Instruments owned by the Master Fund, or participations therein. To the extent a withdrawing Investor is distributed interests in special purpose vehicles, such withdrawing Investor will continue to be at risk with respect to the Fund’s business. In each case, each asset selected by the General Partner, in its sole discretion, to be distributed in kind to any withdrawing Investor may be allocated to such withdrawing Investor in such amounts as determined by the General Partner, in its sole discretion. The value of the Financial Instruments distributed in kind may increase or decrease before they are sold either by the withdrawing Investor, if received directly, or by the Investment Manager or its affiliates, if held through a special purpose vehicle. In either case, the withdrawing Investor will incur transaction costs in connection with the sale of any such Financial Instruments and, in the case of interests in a special purpose vehicle, will bear a proportionate share of the operating and other expenses borne by such vehicle. Financial Instruments distributed in kind may not be readily marketable. The risk of loss and delay in liquidating these Financial Instruments will be borne by the Investor, with the result that such Investor may ultimately receive less cash than it would have received on the date of withdrawal if it had been paid in cash. Furthermore, to the extent that a withdrawing Investor receives interests in special purpose vehicles, such withdrawing Investor will generally have no voting rights or any control over when and at what price the Financial Instruments in which such vehicles have an interest are sold. The General Partner, in its capacity as general partner of the Master Fund, may, in its sole discretion, choose which assets of the Master Fund to distribute in kind. Risks Relating to the Operations and Investment Activities of the Master Fund -17-
Systems and Operational Risks Generally Clients depend on the Investment Manager to develop and implement appropriate systems for the Client’s relevant activities. The Client relies heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions across numerous and diverse markets and to evaluate certain Financial Instruments, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Clients activities. In addition, the Client relies on information systems to store sensitive information about the Client, the Investment Manager, their affiliates and the Investors. Certain of the Client’s and the Investment Manager’s activities will be dependent upon systems operated by third parties, including auditors, prime brokers, the Administrator, market counterparties and other Service Providers, and the Investment Manager may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by the Investment Manager, prime brokers, the Administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Client’s operations may cause the Client to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Funds and the Investors’ investments therein. Cybersecurity Risk As part of its business, the Investment Manager processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Master Fund and SMA and personally identifiable information of the Investors. Similarly, Service Providers of the Investment Manager, the SMA, and the Funds, especially the Administrator, may process, store and transmit such information. The Investment Manager has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Investment Manager may be susceptible to compromise, leading to a breach of the Investment Manager’s network. The Investment Manager’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Investment Manager to the Investor may also be susceptible to compromise. Breach of the Investment Manager’s information systems may cause information relating to the transactions of the Master Fund and personally identifiable information of the Investors to be lost or improperly accessed, used or disclosed. The Service Providers of the Investment Manager, the SMA, the Funds, the Master Funds are subject to the same electronic information security threats as the Investment Manager. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Master Fund and personally identifiable information of the Investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Investment Manager’s, SMA’s or the Funds’ proprietary information may cause the Investment Manager, the SMA or the Master Fund to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the SMA, the Funds and the Investors’ investments therein. Artificial Intelligence and Machine Learning Risks -18-
The emergence of recent technology developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) can pose risks to the Investment Manager and the Client’s investments. The Investment Manager may use Generative AI in various processes, including potentially in connection with its investment research process. The Investment Manager is likely to be further exposed to the risks of Generative AI through third parties (including the Investment Manager’s or the Funds’ Service Providers or counterparties that use Generative AI, and the Investment Manager may not always be aware of such use. The Investment Manager cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Generative AI and its widespread potential uses, the Investment Manager expects that its policies and procedures will continue to evolve in response to any unique challenges. Generative AI is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in such outputs’ subsequent analysis. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including the increased likelihood that the Investment Manager, the Client or the underlying issuers in which they are invested become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on the Investment Manager, the Client and the Client’s investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. Valuation of Assets and Liabilities The Master Fund’s assets and liabilities are valued in accordance with the Investment Manager’s valuation policies and procedures, as the same may be amended from time to time (the “Valuation Policy”), and all values assigned to such assets and liabilities in accordance with the Valuation Policy are final and conclusive as to all of the Partners. The valuation of any asset or liability involves inherent uncertainty. There is no guarantee that the value determined with respect to a particular asset or liability will represent the value that will be realized by the Master Fund on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The value of a Financial Instrument determined in accordance with the Valuation Policy may differ materially from the value that could have been realized in an actual sale or transfer for a variety of reasons, including the timing of the transaction and liquidity in the market. Uncertainties as to the valuation of portfolio positions could have an impact on the net asset value of the Client if the judgments of the Investment Manager, or in the case of the Funds, General Partner (in its capacity as general partner of the Master Fund) regarding the appropriate valuation should prove to be incorrect. The Valuation Policy, and procedures adopted by the Investment Manager relating to the implementation of the Valuation Policy, are subject to change and may be revised from time-to-time. Upon request, the Investment Manager will make its Valuation Policy available to an Investor for review, and, upon request, will provide a summary of material changes to the Valuation Policy from the last time that the Investor reviewed the Valuation Policy. GAAP Net Asset Value Divergence Due to GAAP requirements, the net asset value of the Funds for purposes of GAAP-compliant financial reporting may diverge from the net asset value of the Funds for all other purposes, including for purposes of allocating gains and losses among the Investors, which, as described in this Memorandum, is relevant to, -19-
among other things, determining the balance of each Capital Account, calculating the Management Fee and the Incentive Allocation, and calculating the amounts payable by the Funds in respect of a withdrawal by or distribution to an Investor. Net asset value divergence may occur, for example, in connection with the amortization of the organizational and initial offering expenses of the Funds, the measuring of fair value (as a result of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820), or the recognition or unrecognition of uncertain tax positions (as a result of FASB ASC 740). Counterparty Risk The Master Fund expects to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Master Fund to trade in any variety of markets or asset classes over time. However, there can be no assurance that the Master Fund will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit the Master Fund’s trading activities, create losses, preclude the Master Fund from engaging in certain transactions or prevent the Master Fund from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on the Master Fund’s business due to the Master Fund’s reliance on such counterparties. The Master Fund may effect transactions in the “over-the-counter” (“OTC”) derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, the Master Fund enters into a contract directly with dealer counterparties which may expose the Master Fund to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, the Master Fund may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if the Master Fund had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that the Master Fund post collateral. If there is a default by a counterparty, the Master Fund under most normal circumstances will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of the Master Fund being less than if the Master Fund had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of the Master Fund’s Financial Instruments from such counterparty or the payment of claims therefore may be significantly delayed and the Master Fund may recover substantially less than the full value of the Financial Instruments entrusted to such counterparty. Collateral that the Master Fund posts to its counterparties that is not segregated with a third-party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty was to become insolvent, the Master Fund may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, the Master Fund may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to the Master Fund’s assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on the Master Fund and its assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering the Master Fund’s Financial Instruments from or the payment of claims therefore by such counterparty and a loss to the Master Fund, which could be -20-
material. Competition; Availability of Investments Certain markets in which the Master Fund or SMA may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Investment Manager will be able to identify or successfully pursue attractive investment opportunities in such environments. Volatility Risk The Master Fund’s and SMA’s investment program may involve the purchase and sale of relatively volatile Financial Instruments and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such Financial Instruments and/or markets can adversely affect the value of investments held by the Master Fund. Credit Ratings In general, the credit rating assigned by a nationally recognized rating agency to a Financial Instrument represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such Financial Instruments. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. The Master Fund may incur losses if it makes investments based on credit ratings that subsequently change in a way not favorable to the Master Fund’s investment objective. Co-Investments with Third Parties The Master Fund may co-invest with third parties through joint ventures or other entities. Third- party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the Master Fund, has direct participation or control of such investment (rather than participation through an entity controlled by the Investment Manager) or is in a position to take (or block) action in a manner contrary to the Master Fund’s investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments that likely will differ from those compensation arrangements otherwise applicable to other Investors, including management fee and incentive compensation arrangements. Such differing compensation arrangements will reduce the returns to participants in the investments. Litigation Risk Some of the tactics that the Investment Manager may use involve litigation. The Client could be a party to lawsuits either initiated by it, or by a company in which the Client invests, other shareholders of such company, or U.S. federal, state and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the Client.
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Exposure to Material Non-Public Information From time to time, the Investment Manager may receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Master Fund may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities. Such restrictions might apply with respect to the issuer(s) with respect to which the Investment Manager receives such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which the Client has an existing investment, then the Client may be prevented from exiting or reducing its investment in that position at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in which the Client has a short position, are, theoretically, unlimited. Currency Exchange Exposure Clients may invest in Financial Instruments denominated in currencies other than the U.S. dollar. The Investment Manager, however, values its Client’s Financial Instruments in U.S. dollars. The Investment Manager may or may not seek to hedge its non-U.S. currency exposure by entering into currency hedging transactions on behalf of its Clients. There can be no guarantee that Financial Instruments suitable for hedging currency or market shifts will be available at the time when the Client wishes to use them, or that hedging techniques employed by the Investment Manager on behalf of its Clients will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Client’s positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Risks Relating to Investment Strategies Risk of Loss No guarantee or representation is made that the Client’s investment program, including the Client’s investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Investment Manager (or investments otherwise made by the investment professionals of the Investment Manager) are not necessarily indicative of their future performance. Liquidity of Investments Liquidity may be essential to the Client’s business. Under certain market conditions, such as during volatile markets or when trading in a Financial Instrument or market is otherwise impaired, the liquidity of the Client’s portfolio positions may be reduced. In addition, the Client may from time to time hold large positions with respect to a specific type of Financial Instrument, which may reduce the Client’s liquidity. During such times, the Client may be unable to dispose of certain assets, which would adversely affect the Client’s ability to rebalance its portfolio or to meet withdrawal requests. In addition, such circumstances may force the Client to dispose of assets at reduced prices, thereby adversely affecting the Client’s performance. If there are other market participants seeking to dispose of similar assets at the same time, the Client may be unable to sell such assets or prevent losses relating to such assets. Furthermore, if the Client incurs substantial trading losses and/or withdrawal requests, the need for liquidity could rise sharply while its access to liquidity could be impaired. In addition, in conjunction with a market downturn, the Client’s counterparties could incur losses of their own, thereby weakening their financial condition and increasing the Client’s credit risk to them. Many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, liquidity may be reduced for the Master Fund’s investments. -22-
Clients may also invest in Financial Instruments that are subject to legal or other restrictions on transfer. Clients may be contractually prohibited from disposing of such investments for a specified period of time. The sale of restricted and illiquid Financial Instruments often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of Financial Instruments eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted Financial Instruments may sell at a price lower than similar Financial Instruments that are not subject to restrictions on resale. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and Clients may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Risks Associated with Investments in Distressed Financial Instruments Clients will invest in Financial Instruments or other obligations of entities that are experiencing significant financial or operational difficulties and may be involved in bankruptcy or other reorganization and liquidation proceedings. Although such investments may result in significant returns to the Client, they involve a substantial degree of risk. This area of investing is unusually complex and multi-dimensional. The timing and amount of recoveries can be materially affected by a myriad of operational, legal and process issues, including the conduct not only of the obligors themselves but also other economic stakeholders and judicial and quasi-judicial officials. There is no assurance that the Investment Manager will correctly anticipate and evaluate all of these elements. In any given situation, the Client may lose its entire investment, may be required to accept cash or securities (which could be illiquid) with a value less than the Client’s original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Client’s investments may be negative or may not compensate the Investors adequately for the risks assumed. Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Investment Manager. To the extent that the Investment Manager becomes involved in such proceedings, the Client may have a more active participation in the affairs of the issuer than that normally assumed by an Investor. In addition, involvement by the Investment Manager in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting the Client’s ability to liquidate its position in the issuer. Clients may invest in, among other things, “higher yielding” (and, therefore, higher risk) debt Financial Instruments. Such Financial Instruments may be below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower rated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. It is likely that a major economic recession could have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of securities rated below investment grade. Risks Associated with Bankruptcy Claims Client’s investments include debt and equity of financially distressed companies. In the event that the issuer files for bankruptcy protection, the Client will likely be unable to sell its claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are generally not regulated by U.S. federal securities laws or the SEC. To the extent that a debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have first recourse to the collateral securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer’s -23-
business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that the Client will be able to recover the entire amount of its bankruptcy claim. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Client (in its role as a creditor). Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (the “Bankruptcy Code”) (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where the Client is found to have engaged in such misconduct, the Client may lose its priority. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and the Client; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where the Client may recover the entire amount of its bankruptcy claim, the Client may be adversely impacted by any costs incurred by the Client in representing its interests in a debtor’s bankruptcy case. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Client’s influence with respect to a class of securities can be lost by virtue of the size of its claim relative to the claims of the entire class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for certain taxes) may impair the recovery of an investment in a bankruptcy claim. The Master Fund intends to invest some of its assets in Financial Instruments of issuers domiciled, or assets located, globally. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. The Investment Manager, on behalf of the Client, may elect to serve on creditors’ committees, equity holders’ committees or other groups to ensure preservation or enhancement of the Master Fund’s positions as a creditor or equity holder. A member of any such committee or group may owe a fiduciary duty and be subject to certain obligations to all members that the committee represents and/or to other similarly situated parties. The Investment Manager may resign from that committee or group for any reason, including, for example, if the Investment Manager concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Master Fund. In such case, the Client may not realize the benefits, if any, of participation on the committee or group. In addition, if the Client is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group.
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The Client may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Reorganizations can be contentious and adversarial, and it is by no means unusual for participants to use the threat of litigation and to engage in litigation as a negotiating technique. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Client. Relative Value Strategies Relative value strategies involve taking offsetting long and short positions in comparable Financial Instruments that have either an economic or mathematical relationship to each other and where a distortion exists between either the historical price or the fair value of that relationship. These strategies may include merger arbitrage, convertible arbitrage, intra-industry pairs trades, cross-holdings and capital structure trades. Although there is an economic or mathematical relationship between such long and short positions, there is no guarantee that the Investment Manager’s assessment of that relationship will be correct. Furthermore, because the Client’s strategies involve short selling, there is a risk that the Client will not be able to maintain its ability to borrow securities that have been sold short. Event Driven Event driven investing requires the Investment Manager to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies, or completion of asset dispositions, or debt reduction programs by a company may not be valued as highly by the market as the Investment Manager had anticipated, resulting in lower gains or losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses. In liquidations and other forms of corporate reorganizations, the risk exists that the reorganization will be unsuccessful, be delayed, or result in a distribution of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or shareholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a governmental or other regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary shareholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event driven investing, the results of the Master Fund’s operations should be expected to fluctuate from period to period. Capital Structure Arbitrage The success of the Client’s capital structure arbitrage strategies will depend on the Investment Manager’s ability to identify and exploit inefficiencies in the pricing of credit risk within a company’s capital structure. Identification and exploitation of market opportunities involve uncertainty. There can be no assurance that the Investment Manager will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing inefficiency of the markets in which the Client seeks to invest will reduce the scope for the Clients investment strategies. In the event that the perceived mispricing underlying the Client’s positions fail to materialize, these investment strategies could be unsuccessful or result in losses. -25-
Investments in Undervalued Financial Instruments One of the objectives of the Client is to invest in undervalued Financial Instruments. The identification of investment opportunities in undervalued Financial Instruments is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued financial instruments offer opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. In addition, the Client may be required to hold such Financial Instruments for a substantial period of time before realizing their anticipated value. During this period, a portion of the Client’s funds would be committed to the Financial Instruments purchased, thus possibly preventing the Client from investing in other opportunities. Leverage and Borrowing Leverage for Investment Purposes The use of leverage will allow the Client to make additional investments in performing bank debt and performing bonds, thereby increasing its exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the Client’s portfolio. The effect of the use of leverage by the Client in a market that moves adversely to its investments could result in substantial losses to the Client, which would be greater than if the Client were not leveraged. Borrowing for Cash Management Purposes The Client has the authority to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which the Client can borrow will affect the operating results of the Client. Collateral The instruments and borrowings utilized by the Client to leverage investments may be collateralized by all or a portion of the Client’s portfolio. Accordingly, the Client may pledge its Financial Instruments in order to borrow or otherwise obtain leverage for investment or other purposes. Should the Financial Instruments pledged to brokers to secure the Client’s margin accounts decline in value, the Client could be subject to a “margin call”, pursuant to which the Client must either deposit additional funds or Financial Instruments with the broker or suffer mandatory liquidation of the pledged Financial Instruments to compensate for the decline in value. The banks and dealers that provide financing to the Client can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing to the Client may have similar rights. There can be no assurance that the Client will be able to secure or maintain adequate financing. Costs Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on the Client’s portfolio. Diversification and Concentration The Investment Manager may select investments that are concentrated on a limited number or types of Financial Instruments. In addition, the Client’s portfolio may become significantly concentrated in Financial Instruments related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could -26-
expose the Client to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such Financial Instruments. Other Clients may invest in a limited number of investments. As a result, the investment portfolio will be more susceptible to fluctuations in value resulting from adverse economic conditions, temporary changes in the performance of portfolio securities or other factors which negatively affect the performance of such securities than a diverse portfolio would be. At any given time, it is likely that such Client’s investments or portfolio risks will be concentrated in one or few issuers, industries, companies, geographic regions, asset types, strategies or other areas of risk. Thus, the success of the Client depends entirely upon the success of those investments. The Client’s aggregate return will likely be more volatile. In addition, high concentration may expose such Client to losses disproportionate to market movements in general. Since those Client’s assets consist of a limited number of investments, the Client runs the risk that its financial condition and its ability to satisfy withdrawal requests will be adversely affected by a decline in the value of these investments. The Funds, the SMA and Other Accounts may hold an aggregate position in an investment that may be difficult to liquidate without resulting in adverse price movements due to the size of such investment. As a result, the Investment Manager’s investment, on behalf of the Client and Other Accounts, in any one investment may render such investment illiquid. Due to the concentrated nature of certain of the Client’s portfolio, this may adversely impact the overall performance of such Client. Lack of Control The Client may invest in debt instruments and equity securities of companies that it does not control, which the Client may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such Financial Instruments will be subject to the risk that the issuer may make business, financial or management decisions with which the Client does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Client’s interests. In addition, the Client may share control over certain investments with co- investors, which may make it more difficult for the Client to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Client and the Investors’ investments therein. Hedging Transactions The Client may utilize Financial Instruments for risk management purposes in order to: (i) protect against possible changes in the market value of the Client’s investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect the Client’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any Financial Instruments; (iv) enhance or preserve returns, spreads or gains on any Financial Instrument in the Client’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Client’s Financial Instruments; (vii) protect against any increase in the price of any Financial Instruments that the Client anticipates purchasing at a later date; or (viii) act for any other reason that the Investment Manager deems appropriate. The Client will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Investment Manager may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Client may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Client than if it had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged.
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Discretion of the Investment Manager; New Strategies and Techniques While the Investment Manager will generally seek to employ the representative investment strategies and techniques discussed herein, the Investment Manager (and in the case of the Funds, subject to the policies and control of the General Partner of the Funds) has considerable discretion in the types of Financial Instruments that the Client may trade and has the right to modify the investment strategies and techniques of the Client without the consent of the Investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to the Client. In addition, any new investment strategy or technique developed by the Client may be more speculative than earlier investment strategies and techniques and may involve material and as-yetunanticipated risks that could increase the risk of an investment in the Client. Risks Relating to Market Conditions Generally General Economic and Market Conditions The success of the Client’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Client’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Client’s investments. Volatility or illiquidity could impair the Client’s profitability or result in losses. The Client may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Governmental Interventions Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Client’s strategies. Political Risks; Trade Policy Government transitions resulting from U.S. presidential and other elections create significant uncertainty with respect to legal, tax, and regulatory regimes in which the Fund, as well as the Investment Manager, will operate. Changes in the composition of the U.S. government following such elections are likely to result in a number of changes to U.S. and non-U.S. economic, national security, fiscal, tax, and other policies, as well as the global financial markets generally. Elections and subsequent changes in the composition of foreign governments are likely to present corollary changes that could likewise affect the Fund, the Master Fund and the Investment Manager. Any significant changes in, among other things, economic policy (including with respect to interest rates, foreign trade (including the imposition of tariffs), and regulatory changes leading to greater availability of bank debt), national security policy and diplomatic relations, the regulation of the asset management industry, tax law, immigration policy, and/or government entitlement programs could have a material adverse impact on the Master Fund and its investments. -28-
Potential Interest Rate Increases Uncertainty of the U.S. and global economy, and sensitivity of interest rates to changes in U.S. government and other nations’ monetary and fiscal policies, including changes in the federal funds rate, create a risk that interest rates will be volatile in the future. Interest rate volatility is difficult to predict, and may cause the value of any assets sensitive to interest rates, including fixed income instruments, held by the Client to decrease, which may result in substantial withdrawals that, in turn, force the Client to liquidate such instruments at disadvantageous prices negatively impacting the performance of the Client. Assumption of Catastrophe Risks The Client may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Client invests (or has a material negative impact on the operations of the Investment Manager or the Service Providers), the risks of loss can be substantial and could have a material adverse effect on the Funds and the Investors’ investments therein. Furthermore, any such event may also adversely impact one or more individual Investors’ financial condition, which could result in substantial withdrawal requests by such Investors as a result of their individual liquidity situations and irrespective of Fund performance. Climate Change-Related Risks The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the Financial Instruments held by the Client. The Investment Manager believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the Financial Instruments held by the Client. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of Financial Instruments if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of Financial Instruments whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. Risks Relating to Specific Investments Debt Instruments Generally -29-
Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal in accordance with the terms of the obligations. Market Making by Dealers The value of the Client’s fixed-income investments will be affected by general fixed income market conditions, such as the volatility and liquidity of the fixed income market, which are affected by the ability of dealers to “make a market” in fixed-income investments. In recent years, the market for bonds has significantly increased while dealer inventories have significantly decreased, relative to market size. This reduction in dealer inventories may be attributable to regulatory changes, such as capital requirements, and is expected to continue. As dealers’ inventories decrease, so does their ability to make a market (and, therefore, create liquidity) in the fixed income market. Especially during periods of rising interest rates, this could result in greater volatility and illiquidity in the fixed income market, which could impair the Client’s profitability or result in losses. Interest Rate Risk Changes in interest rates can affect the value of the Client’s investments in fixed-income instruments. Increases in interest rates may cause the value of the Client’s debt investments to decline. The Client may experience increased interest rate risk to the extent it invests, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Prepayment Risk The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since many fixed rate obligations will be discount instruments when interest rates and/or spreads are high and will be premium instruments when interest rates and/or spreads are low, such debt instruments may be adversely affected by changes in prepayments in any interest rate environment. The adverse effects of prepayments may impact the Client’s portfolio in two ways. First, particular investments may experience outright losses, as in the case of an interest-only instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that the Investment Manager may have constructed for these investments, resulting in a loss to the Client’s overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Zero-Coupon and Deferred Interest Bonds -30-
Zero-coupon bonds and deferred interest bonds are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. High-Yield Bonds or other fixed-income securities that are “higher yielding” (including non-investment grade) debt securities are generally not exchange-traded and, as a result, these securities trade in the over- the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates and tend to be more sensitive to economic conditions than are higherrated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, the Client may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. The Client may invest in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically, such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Corporate Debt Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, the Client may be paid interest in kind in connection with its investments in corporate debt and related financial instruments (e.g., the principal owed to the Client in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, the Client may experience substantial losses. Mezzanine Debt Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of the Client to influence a company’s affairs, especially -31-
during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company of the Client or similar event, the Client’s debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Stressed Debt Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. The market prices of stressed and distressed instruments are highly volatile, and the spread between the bid and the ask prices of such instruments is often unusually wide. Non-Performing Nature of Debt Certain debt instruments may be non-performing or in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. Troubled Origination When financial institutions or other entities that are insolvent or in serious financial difficulty originate debt, the standards by which such instruments were originated, the recourse to the selling institution, or the standards by which such instruments are being serviced or operated may be adversely affected. Equitable Subordination Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). If the Client engages in such conduct, the Client may be subject to claims from creditors of an obligor that debt held by the Client should be equitably subordinated. Sovereign Debt The Client may invest in Financial Instruments issued by an emerging markets government, its agencies, instrumentalities or its central bank (“Sovereign Debt”), which involves significant risk. Sovereign Debt issued by many emerging market countries is considered to be below investment grade, and should be viewed as speculative with respect to the issuing government’s ability to make payments of interest and principal. Some Sovereign Debt may be the equivalent of debt accorded the lowest credit rating available by U.S. rating agencies. Although the secondary market for Sovereign Debt has been relatively liquid in recent years, there have been periods of illiquidity, and the Investment Manager may have difficulty disposing of certain Sovereign Debt on behalf of the Client from time to time. Many individual emerging market countries are large debtors to commercial -32-
banks, foreign governments and international financial organizations. Some emerging market countries have encountered difficulties in servicing their external debt obligations. These difficulties have led to agreements to restructure these debts, typically by rescheduling principal payments, reducing interest rates and principal amounts and extending new credit to finance interest payments on existing debt. Certain countries have not been able to make payments of interest on or principal of Sovereign Debt as such payments have come due. At times, certain emerging market countries have declared moratoriums on the payment of principal or interest on outstanding debt. The following risks are inherent in an investment in Sovereign Debt. A government may not be able or willing to repay the principal or interest when due in accordance with the terms of its debt. A government’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government policy towards the International Monetary Fund and the political constraints to which a government may be subject. Governments may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of such foreign governments, agencies and others to make such disbursements may be conditioned on a government’s implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the governments, which may further impair such debtor’s ability or willingness to timely service its debts. Consequently, governments may default on their Sovereign Debt. The ability to take legal action and to enforce court judgments against sovereign entities is limited by law in the United States and many other jurisdictions. ABS and MBS Generally The investment characteristics of asset-backed securities (“ABS”) and mortgage-backed securities (“MBS”) differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal may be prepaid at any time because the underlying loans or other assets generally may be prepaid at any time. ABS and MBS Subordinated Securities Investments in subordinated MBS and ABS involve greater credit risk of default than the senior classes of the issue or series. Default risks may be further pronounced in the case of MBS and ABS secured by, or evidencing an interest in, a relatively small or less diverse pool of underlying loans. Certain subordinated securities absorb all losses from default before any other class of securities is at risk, particularly if such securities have been issued with little or no credit enhancement or equity. Such securities, therefore, possess some of the attributes typically associated with equity investments. Commercial MBS Mortgage loans on commercial properties often are structured so that a substantial portion of the loan principal is not amortized over the loan term but is payable at maturity and repayment of the loan principal thus often depends upon the future availability of real estate financing from the existing or an alternative lender and/or upon the current value and saleability of the real estate. Therefore, the unavailability of real estate financing may lead to default. Most commercial mortgage loans underlying MBS are effectively nonrecourse obligations of the borrower, meaning that there is no recourse against the borrower’s assets other than the -33-
collateral. If borrowers are not able or willing to refinance or dispose of encumbered property to pay the principal and interest owed on such mortgage loans, payments on the subordinated classes of the related MBS are likely to be adversely affected. The ultimate extent of the loss, if any, to the subordinated classes of MBS may only be determined after a negotiated discounted settlement, restructuring or sale of the mortgage note, or the foreclosure (or deed in lieu of foreclosure) of the mortgage encumbering the property and subsequent liquidation of the property. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property’s location, the legal status of title to the property, its physical condition and financial performance, environmental risks, and governmental disclosure requirements with respect to the condition of the property may make a third party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related MBS. Revenues from the assets underlying such MBS may be retained by the borrower and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court appointed receiver to control collateral cash flow. ABS ABS are not secured by an interest in the related collateral. Credit card receivables, for example, are generally unsecured and the debtors are entitled to the protection of a number of U.S. federal and state consumer loan laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most issuers of ABS backed by automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related ABS. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state 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 repossessed collateral may not, in some cases, be available to support payments on these securities. The risk of investing in ABS is ultimately dependent upon payment of consumer loans by the debtor. The collateral supporting ABS is of shorter maturity than certain other types of loans and is less likely to experience substantial prepayments. ABS are often backed by pools of any variety of assets, including, for example, leases, mobile home loans and aircraft leases, which represent the obligations of a number of different parties and use credit enhancement techniques such as letters of credit, guarantees or preference rights. 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 loan 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. RMBS Holders of residential mortgage-backed securities (“RMBS”) bear various risks, including credit, market, interest rate, structural and legal risks. RMBS represent interests in pools of residential mortgage loans secured by one to four family residential mortgage loans. Such loans may be prepaid at any time. Residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity, although such loans may be securitized by government agencies and the securities issued are guaranteed. The rate of defaults and losses on residential mortgage loans will be affected by a number of factors, including general economic conditions and those in the geographic area where the mortgaged property is located, the terms of the mortgage loan, the borrower’s “equity” in the mortgaged property and the financial circumstances of the borrower. If a residential mortgage loan is in default, foreclosure of such residential -34-
mortgage loan may be a lengthy and difficult process and may involve significant expenses. Furthermore, the market for defaulted residential mortgage loans or foreclosed properties may be very limited. Investments in RMBS may experience losses or reduced yield if, for example, (i) the borrower of an underlying residential mortgage loan defaults or is unable to make payments, (ii) the underlying residential mortgage loans are prepaid, (iii) there is a general decline in the housing market, or (iv) violations of particular provisions of certain U.S. federal laws by an issuer of RMBS limit the ability of the issuer to collect all or part of the principal of or interest on the related underlying loans. Short Selling General Risk The success of the Client’s short selling investment strategy depends upon the Investment Manager’s ability to identify and sell short Financial Instruments that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Financial Instrument could theoretically increase without limit, thus increasing the cost to the Client of buying those Financial Instruments to cover the short position. Borrowing and Counterparty Risk There can be no assurance that the Client will be able to maintain the ability to borrow Financial Instruments sold short. In such cases, the Client can be “bought in” (i.e., forced to repurchase Financial Instruments in the open market to return to the lender). There also can be no assurance that the Financial Instruments necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Financial Instruments to close out a short position can itself cause the price of Financial Instruments to rise further, thereby exacerbating the loss. Even though the Client secures a “good borrow” of the Financial Instrument sold short at the time of execution, the lending institution may recall the lent Financial Instrument at any time, thereby forcing the Client to purchase the Financial Instrument at the then-prevailing market price, which may be higher than the price at which such Financial Instrument was originally sold short by the Client. In addition, the Client may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a Financial Instrument underlying a short position suddenly rises. If the Client is unable to deliver the additional margin required, the Client may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, the Client may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the Client. Further, fees charged to the Client for borrowing Financial Instruments may be substantial and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be -35-
used with respect to indices or in the OTC market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Client may be entirely dependent on the willingness of OTC market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Short-Squeeze Risk A so-called “short squeeze” can occur when the price of Financial Instruments in which the Client has an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the Financial Instrument, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such Financial Instruments; or (iii) one or more lenders of a Financial Instrument that was used to facilitate a short position suddenly demanding the return of the Financial Instrument that has been loaned. A “short squeeze” may result in the Client having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants and/or lenders become aware of the Client’s short positions, including as a result of legally required reporting with respect to the Client’s ownership of options to purchase the underlying Financial Instrument being shorted. Legal Restrictions and Reporting-Related Risk Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which the Client invests may be materially affected and the ability of the Investment Manager to take advantage of opportunities for short selling may be significantly reduced. Specifically, on October 13, 2023, the SEC adopted new rule 13f-2 (“Rule 13f-2”) of the Exchange Act. Rule 13f-2 requires institutional investment managers to report equity security short positions to the SEC on new Form SHO. While the Form SHO information that the Investment Manager will file with the SEC (if any) is treated as confidential, the SEC plans to publish aggregated data derived from Form SHO submissions within a month of the end of each reporting period. This information published by the SEC will be the aggregated gross short position for each class of equity security and the aggregate of the net activity reported by all reporting managers for each equity security. In addition, each month the SEC also plans to publish similar aggregated Form SHO data for the prior 12 months that reflect updated information that accounts for any changes that result from amendments and restatements to Form SHO filings. Although Rule 13f-2 went into effect on January 2, 2024, and the compliance date for the rule originally set to begin in early 2025, the compliance date has been further postponed following the U.S. Court of Appeals for the Fifth Circuit judicial remand to the SEC for further consideration of its economic analysis. Accordingly, the ultimate scope, timing, and implementation of Rule 13f-2 remains uncertain, and the rule may be modified, further delayed, or otherwise impacted by ongoing regulatory or judicial developments. While the short position information provided by the Investment Manager to the SEC will be -36-
confidential and not available to the public, market participants will now have monthly visibility, albeit on an aggregate basis, into the magnitude of open short positions with respect to a particular issuer, unless the rule is subsequently modified from its current form. The disclosure that will be provided pursuant to Rule 13f-2 increases the risk that a “short squeeze” could occur in one or more short positions maintained by the Client because market participants will now have broad and regularly recurring information regarding the open short positions. Derivative Instruments Certain swaps, options, warrants, and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments in which the Client may participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on the Client. Regulation in the Derivatives Industry There are many rules related to derivatives that may negatively impact the Client, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared OTC instruments and mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps, are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. All of these requirements add costs to the legal, operational and compliance obligations of the Investment Manager and the Client and increase the amount of time that the Investment Manager spends on noninvestment-related activities. Requirements such as these also raise the costs of entering into derivative transactions, and these increased costs will likely be passed on to the Client. These rules are operationally and technologically burdensome for the Investment Manager and the Client. These compliance obligations require employee training and use of technology, and there are operational risks borne by the Client in implementing procedures to comply with many of these additional obligations. These regulations may also result in the Client forgoing the use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCMs”)), as the use of other parties may be more efficient for the Client from a regulatory perspective. However, this could limit the Client’s trading activities, create losses, preclude the Client from engaging in certain transactions or prevent the Master Fund from trading at optimal rates and terms. Many of these requirements were implemented under legislation intended to reform the U.S. financial regulatory system, the EU Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (known as the European Market Infrastructure Regulation, or “EMIR”), and similar regulations globally. In the United States, regulatory responsibility for derivatives is divided between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The SEC has regulatory authority over “security-based swaps” and the CFTC has regulatory authority over “swaps”. EMIR is being implemented in phases through the adoption of delegated acts by the European Commission. As a result of the SEC and CFTC bifurcation and the different pace at which the SEC, the CFTC, the European Commission and other international regulators have promulgated necessary regulations, different transactions are subject to different levels of regulation. Though many rules and regulations have been finalized, there are others, particularly SEC regulations with respect to securitybased swaps, that are still in the proposal stage or are expected to be introduced in the future. -37-
The following describes derivatives regulations that may have the most significant impact on the Client: Reporting Most swap transactions have become subject to anonymous “real time reporting” requirements, meaning that information relating to transactions entered into by the Client will become visible to the market in ways that may impair the Client’s ability to enter into additional transactions at comparable prices or could enable competitors to “front run” or replicate the Client’s strategies. Central Clearing In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives, including EMIR, are underway to require certain derivatives to be cleared through central clearinghouses. In the United States, clearing mandates affect certain interest rate and credit default swaps. The CFTC and the SEC may introduce clearing requirements for additional classes of derivatives in the future. EMIR also requires OTC derivatives contracts meeting specific criteria to be cleared through central counterparties. While such clearing requirements may be beneficial for the Client in many respects (for instance, they may reduce the counterparty risk to the dealers to which the Client would be exposed under non-cleared derivatives), the Client could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and, as a result, the Client may not be able to hedge its risks or express an investment view as well as it would have been able to had it used customizable derivatives available in the over-the-counter markets. The Client may have to split its derivatives portfolio between centrally cleared and over-the- counter derivatives, which may result in operational inefficiencies and an inability to offset risk between centrally cleared and over-the counter positions, and which could lead to increased costs. Another risk is that the Client may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the Client’s FCM and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts where the amount of initial margin posted on the contract is typically static throughout the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject the Client to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect on the Client. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require the Client to borrow eligible Financial Instruments from a dealer to meet margin calls and raise the costs of cleared trades to the Client. In addition, clearinghouses may not allow the Client to portfolio-margin its positions, which may increase the Client’s costs. Although standardized clearing for derivatives is intended to reduce counterparty risk (for instance, it may reduce the counterparty risk to the dealers to which the -38-
Client would have been exposed under OTC derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and the Client’s FCM, subjecting the Client to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Swap Execution Facilities In addition to the central clearing requirement, certain swap transactions are required to trade on regulated electronic platforms such as swap execution facilities (“SEFs”), which require the Client to subject itself to regulation by these venues and subject the Client to the jurisdiction of the CFTC. CFTC rules governing the operation of SEFs continue to evolve; the SEC has yet to finalize rules related to security-based SEFs. The EU regulatory framework governing derivatives is set not only by EMIR but also a legislative package known as a recast of the Markets in Financial Instruments Directive (“MiFID II”). Among other things, MiFID II requires transactions in derivatives to be executed on regulated trading venues. It is not clear whether these trading venues will benefit or impede liquidity, or how they will fare in times of market stress. Trading on these trading venues may increase the pricing discrepancy between assets and their hedges as products may not be able to be executed simultaneously, therefore increasing basis risk. It may also become relatively expensive for the Client to obtain tailored swap products to hedge particular risks in its portfolio due to higher collateral requirements on bilateral transactions as a result of these regulations. Margin Requirements for Non-Cleared Swaps Rules issued by U.S., EU and other regulators globally (the “Margin Rules”) impose various margin requirements on all swaps that are not centrally cleared, including the establishment of minimum amounts of initial margin that must be posted, and, in some cases, the mandatory segregation of initial margin with a third-party custodian. Although the Margin Rules are intended to increase the stability of the derivatives market, the overall amount of margin that the Client will be required to post to swap counterparties may increase by a material amount, and as a result the Client may not be able to deploy capital as effectively. Additionally, to the extent the Client is required to segregate initial margin with a third-party custodian, additional costs will be incurred by the Client. Call and Put Options The Client may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option’s strike price or (ii) in the case of a put option, the excess, if any, of the option’s strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity -39-
of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the- money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knockin, knock-out or other barrier events) and timing requirements, including the “style” of the option. Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier. Index or Index Options The value of an index or index option fluctuates with changes in the market values of the assets 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 asset, whether the Client will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. 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, participants may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts by the Client also is subject to the Investment Manager’s ability to correctly predict movements in the direction of the market. Credit Default Swaps Credit default swaps can be used to implement the Investment Manager’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, the Client may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of the Client -40-
to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The Client may also buy credit default protection with respect to a referenced entity if, in the Investment Manager’s judgment, there is a high likelihood of credit deterioration. In such instance, the Client will pay a premium regardless of whether there is a credit event. Futures Contracts The value of futures contracts depends upon the price of the Financial Instruments, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which the Client’s positions trade or of its clearinghouses or counterparties. Futures positions may be illiquid because certain 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 particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Client from promptly liquidating unfavorable positions and subject the Client to substantial losses or prevent it from entering into desired trades. Also, 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. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Non-U.S. Futures Transactions Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the Client may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the time the foreign futures contract is liquidated or the time the foreign option contract is liquidated or exercised. Forward Contracts The Client may enter into forward contracts and options thereon, including non- deliverable forwards. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared -41-
to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Investment Manager would otherwise recommend, to the possible detriment of the Client. In its forward trading, the Client will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the Client trades. Client assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Investment Manager may order trades for the Client in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the Client to the risk of loss. Contracts for Differences Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. As is the case with trading any financial instrument, there is the risk of loss associated with trading a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the posting of additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on the Client’s obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase the Client’s financial risk. Failure to Enter into Offsetting Trade To the extent the Client invests in a futures contract or long option, unless an offsetting trade is made, the Client would be required to take physical delivery of the commodity underlying the future or option. To the extent the Investment Manager fails to enter into such offsetting trade prior to the expiration of the contract, the Client may suffer a loss since neither the Client nor the Investment Manager has the operational capacity to accept physical delivery of commodities. Exotic Options Exotic options are typically, but not always, traded over-the-counter. OTC contracts may not trade in a liquid market and pricing may be opaque. The illiquidity of these markets can be exacerbated in times of market stress. The Client may incur substantial costs entering into and exiting positions that could have a material impact on performance. Exotic options may be subject to a higher degree of pricing risk as demonstrated by instances in which different counterparties in the market employ different valuation and pricing methodologies to the same exotic option. Because exotic options can often be highly customized, there is lower visibility with respect to the pricing and valuation of these instruments. Exotic options may be subject to high levels of price volatility. For example, in the case of barrier options, as the price of the asset underlying the option trades closer to a barrier level, the delta of the option -42-
(i.e., the ratio of the change in the price of the underlying asset to the corresponding change in the price of the option) and the gamma of the option (i.e., the rate of change of the delta with respect to the underlying asset’s price) may become very high. Exotic options may be subject to higher levels of model risk than commonly traded options because standard models are not able to adequately capture or predict the risks associated with the exotic options. Exotic options may be “path dependent”. This means that their terminal value (at exercise or expiration) depends upon the value of the underlying asset, not only at the time of exercise or expiration, but also at prior points in time. In this sense, the option’s terminal value depends upon the “path” taken by the underlying asset over the life of the option. For example, a barrier option’s value at expiration depends upon both the value of the underlying asset at expiration and whether the past value of the underlying asset ever satisfied a barrier condition. In contrast, a vanilla option (e.g., a call option) is not path dependent. Its value at exercise or expiration depends on the value of the underlying asset only at that point in time. The additional features incorporated by exotic options require additional judgments regarding the likelihood of certain conditions being satisfied, any one of which can result in loss if made incorrectly. An OTC option may be closed out only with the counterparty, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the option with the counterparty; however, the exposure to counterparty risk may differ. OTC options generally involve greater credit and counterparty risk than exchange-traded options. Distressed Obligations The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Client’s investments in any Financial Instrument. Obligations in which the Client invests may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing the Client’s investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which the Client invests, the Client may lose its entire investment, may be required to accept cash or securities with a value less than its original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Client’s investments may not compensate the Investors adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new Financial Instrument the value of -43-
which will be less than the purchase price to the Client of the Financial Instrument in respect to which such distribution was made. Illiquid Investments Certain Financial Instruments may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such Financial Instruments. Valuation of such Financial Instruments may be difficult or uncertain because there may be limited information available about the issuers of such Financial Instruments. The market prices, if any, for such Financial Instruments tend to be volatile and may not be readily ascertainable, and the Client may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid Financial Instruments often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of Financial Instruments eligible for trading on national securities exchanges or in the over-the-counter markets. The Client may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, the Client may be required to hold such Financial Instruments despite adverse price movements. Even those markets which the Investment Manager expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Municipal Securities Various factors may adversely affect the value and yield of municipal securities. These factors include political or legislative changes and uncertainties related to the tax status of municipal securities or the rights of investors in these securities. To the extent that the Client invests heavily in a particular state’s municipal securities, the Client will be more vulnerable to factors affecting that state. The Client’s investments in revenue securities, where principal and interest payments are made from the revenue of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant impact on the project’s ability to make payments of principal and interest on these securities. Bank Debt The Client may invest in bank loans and participations. Risks associated with these obligations include, but are not limited to: inadequate perfection of the security interest granted under the loan documents, the possible invalidation or compromise of a loan transaction as a fraudulent conveyance or preference under relevant creditors’ rights laws; the validity and seniority of bank claims and guarantees; environmental liability that may arise with respect to collateral securing the obligations; adverse consequences resulting from participating in such instruments with other institutions with lower credit quality; long and less certain settlement periods; limitations on the ability of the Investment Manager to directly enforce its rights with respect to participations; and illiquidity in the market for the resale of such loans. Trade Claims The Client may purchase creditor claims subsequent to the commencement of a bankruptcy case, including, without limitation, unsecured claims of a debtor’s suppliers, vendors and service providers (such claims, “trade claims”). The price ultimately recovered on a trade claim could be less than the price originally paid by the Client for such claim because there is no regulated market for, and no transparent pricing information with respect to, trade claims. The Client may also be subject to actions during the bankruptcy case, including preference actions and, in certain circumstances, equitable subordination actions, based solely on prior conduct of the seller of such trade claim. Such actions -44-
may result in the reduction or disallowance of a trade claim, losses to the Client (as the purchaser of such claim) and/or a delay in the realization of the value of such trade claim. Further, the Client may also be subject to the risk that the seller of a trade claim will fail to deliver upon the terms of the investment. For example, in the event a seller of a trade claim subsequently becomes insolvent or itself files for bankruptcy protection, the Client (as the purchaser of such claim) may not benefit from any warranties, representations or indemnities provided by the seller to the Client in the purchase documents, and, with respect to insolvent claim sellers, be subject to credit and litigation risk. A trade claim may be also disallowed by the bankruptcy court if the court determines that the Client (as the purchaser of such claim) has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture. Given the absence of a formal market, indices, or regulation of trade claims, the market for trade claims may be illiquid and trading in trade claims may be subject to increased settlement risk. Trade claims are also subject to the credit and recovery risk of the bankrupt company, as well as the general risks associated with bankruptcy cases. In the event that any of these risks materialize with respect to trade claims purchased by the Client, the Funds may suffer significant losses. Equity Securities Generally The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Client may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Manager’s expectations or if equity markets generally move in a single direction and the Client has not hedged against such a general move. The Client also may be exposed to risks that issuers will not fulfil contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Risks Relating to Non-U.S. Investments and Non-U.S. Jurisdictions Non-U.S. Exchanges The Client may trade on exchanges or markets located outside the U.S. Trading on such exchanges or markets is not regulated by the SEC and the CFTC and may, therefore, be subject to more risks than trading on U.S. exchanges, such as the risks of exchange controls, expropriation, burdensome taxation, moratoria and political or diplomatic events. Risks in investments in non-U.S. Securities may also include reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions and custody fees. Non-U.S. Investments Investing in the Securities of companies (and, from time to time, governments) outside of the United States involves certain considerations not usually associated with investing in Securities of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Client’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, the Client may be unable to structure -45-
its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Client’s rights in such markets. For example, Securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to the Client under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. Global Political Risks Some of the companies in which the Client may invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the Client, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of the Client’s investments in those countries. Investing in such markets poses greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than securities issued by companies located in other countries. Investment in Emerging Markets Investing in the securities of companies (and, from time to time, governments) in emerging markets, specifically, involves additional risks and special considerations not typically associated with investing in more established economies or markets. Such risks may include, in addition to the risks listed above in connection with non-U.S. investments generally, the following risks, some, if not all, of which are heightened in the case of investments in emerging markets: higher dependence on exports and the corresponding importance of international trade; greater risk of substantial inflation; greater controls on foreign investment and preferential treatment for particular domestic industries or companies or other protectionist acts; increased likelihood of governmental involvement in and control over the economy; governmental decisions to cease support of economic reform programs or to impose centrally planned economies; longer settlement periods for transactions and less reliable clearance and custody arrangements; and less-developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors. In addition, both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many emerging market countries, and the tax systems of some emerging market economies have been marked by rapid change, which has sometimes occurred without warning and has been applied with retroactive effect, and in some cases, there is widespread non-compliance with tax laws, insufficient personnel to deal with the problem and inconsistent enforcement of the laws by inexperienced tax inspectors. All of such risk factors could potentially adversely affect, among other things, the Client’s ability to conduct effective due diligence in connection with its investments and to monitor investments or otherwise impact returns on any such investment. CFIUS and National Security/Investment Clearance Considerations Investments by the Master Fund may involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure, which may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of Interests in the Fund. In the event that CFIUS or another regulator reviews one or more of the Master Fund’s proposed or existing investments, there can be no assurances that the Master Fund will be able to maintain, or proceed with, such investments on terms acceptable to the Master Fund. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of the Master Fund’s investments. Such limitations or restrictions may prevent the Master Fund from maintaining or pursuing -46-
investments, which could adversely affect the Master Fund’s performance with respect to such investment (if consummated) and, thus, the Master Fund’s performance as a whole. Russian-Ukrainian Conflict The Russian invasion of Ukraine that commenced on February 24, 2022, has resulted in complex, evolving and systemic economic effects that may influence financial benchmarks key to asset pricing, interest rates and lending availability, as well as financial and physical market liquidity, and the price and availability of essential commodities, in an unpredictable fashion for an uncertain duration. Acute effects to particular commodity and foreign securities markets are possible. Russia and Ukraine are major participants in certain commodities sectors, such as for agricultural (e.g., wheat) and energy (e.g., oil and natural gas) products. Furthermore, this conflict has also resulted in swift multilateral sanctions targeting Russia’s financial sector and access to capital markets with designations of dozens of individuals and entities, including the Russian Central Bank, several large publicly-traded Russian banks and companies, Russia’s sovereign wealth funds, and Russian oligarchs and other members of the Russian elite, including Russian Federation President Vladimir Putin. The sanctions imposed are complex and the prohibitions apply to various types of debt and equity transactions involving sanctioned persons, including bonds, loans, loan guarantees, extensions of credit, letters of credit, stocks, share issuances, and depository receipts, among others. For example, U.S. persons are prohibited from transacting, financing or otherwise dealing in certain new debt and equity of certain financial institutions and companies critical to the Russian economy. In addition, certain imports, exports, the transfer of U.S. dollar banknotes to Russia, and new investments involving the Russian energy sector are prohibited. (See also “Certain Risk Factors — Sanctions”.) The unpredictable and evolving economic effects resulting from the Russian-Ukrainian conflict and the regulations, orders, and sanctions adopted by governments in response to this conflict may affect the value of the Financial Instruments or the Client’s ability to acquire or dispose of such Financial Instruments or investments in an efficient manner. These factors may have negative consequences for the valuation of the Client’s portfolio that the Investment Manager may be unable to anticipate or hedge against. (See “Certain Risk Factors — Assumption of Catastrophe Risks”.) FCPA and Anti-Corruption Considerations In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities and of corruption. Under the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), it is unlawful for U.S. persons and, in certain circumstances, foreign persons to pay or offer bribes, directly or indirectly, to a foreign official in order to obtain, retain, or direct business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, with the enactment in 2013 of the Bribery Act, the United Kingdom has significantly expanded the reach of its anti-bribery laws. The Investment Manager intends to undertake various due diligence measures and intends to apply certain procedures (together with the Administrator, where applicable) designed to determine whether entering into a relationship with an investor or prospective counterparty or investment would give rise to corruption-related risks and to prevent such risks. As a result of such measures, the Investment Manager may determine that the Investment Manager or the Client should forgo certain relationships and associated opportunities that the Investment Manager believes may present such risks. In addition, the possibility exists that the Investment Manager’s and the Client’s ongoing relationships may be affected by activity that has potential implications under anti-corruption and anti-bribery laws, which could necessitate discontinuing an existing relationship or activity, or the imposition of other legally required or advisable measures. In spite of the Investment Manager’s -47-
efforts to comply with the FCPA, the Bribery Act and other applicable laws, individuals purporting to act on behalf of the Investment Manager or affiliates of portfolio companies, particularly in cases where the Client does not control such portfolio company, could engage in activities that could have legal implications under such laws, including allegations of violations of such laws, whether before or after the Client makes an investment. Any allegation or determination that the Client or the Investment Manager has liability arising from a violation of the FCPA or other applicable anticorruption laws or anti-bribery laws could subject the Client or the Investment Manager to, among other things, civil and criminal proceedings and penalties, fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Investment Manager’s business prospects and/or financial position, as well as the Client’s ability to achieve its investment objective and/or conduct its operations. Cybersecurity Breaches and Identity Theft: Carronade’s information and technology systems are subject to a number of different threats or risks that could adversely affect its Clients and their Investors. Although Carronade has implemented various measures designed to mitigate these risks and protect the security of its computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to its Clients and Investors, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, Carronade, its Clients and Investors could be materially adversely affected. For example, these systems are subject to a variety of risks, including but not limited to damage or interruption from computer viruses, network failures, computer and telecommunication failures, security threats (including ongoing cyber security threats to and attacks on information technology infrastructure), infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals, the increased threat arising from state sponsorship of cybersecurity attacks, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Third parties could also attempt to fraudulently induce employees, customers, third-party service providers and Carronade’s systems to disclose sensitive information, including non-public personal information related to Investors (and their beneficial owners) in order to gain access to Carronade’s data or that of its Clients and Investors. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to Investors (and their beneficial owners of Investors) and material nonpublic information. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Carronade’s, and the Funds’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Investors (and the beneficial owners of Investors), material non-public information and the intellectual property and trade secrets and other sensitive information of Carronade. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. Any such failure or unauthorized disclosure of data could harm Carronade, and the Funds’ reputation and require a significant investment to remedy the effects of any such failures, subject any such entity and their respective affiliates to legal claims, increased costs, financial losses, reputational harm, adverse publicity, regulatory intervention, and otherwise affect their business and financial performance. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means.
Item 9. Disciplinary information
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To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor's or prospective investor's evaluation of our advisory business or the integrity of our management.
Item 10. Other financial industry activities and affiliations
Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. Pursuant to a strategic investor agreement (the “Strategic Investor Agreement”), a strategic investor or its affiliates (collectively, the “Strategic Investor”) previously made a significant strategic investment in the Flagship Master Fund at launch (such investment, the “Strategic Investment”). In connection with Strategic Investment, the Strategic Investor held certain rights customary for seed or strategic investors, including, without limitation, a revenue share interest in Carronade.
Read the rest of Item 10 (128 more words)
The Strategic Investor was at no time a related person of, and did not control, the Investment Manager or the Carronade General Partners and had no governance rights regarding (or any responsibility for) the day-to-day management, compliance or investment operations of the Investment Manager or the Carronade General Partners (or their respective successors) and was not involved in any investment decisions of the Master Funds. As of June 1, 2026, Carronade’s partners completed the repurchase of the Strategic Investor’s entire remaining revenue share with Carronade and the Strategic Investor Agreement has terminated. As referenced prior, Carronade provides trading advisory services to an SMA and may provide (nondiscretionary) consulting services to unaffiliated investment advisers in the future. Carronade does not have any conflicts of interest stemming from said agreements.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics Carronade 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 annually thereafter. Employees also 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:
• • •
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Employees must at all times place the interests of its Clients and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.
Employees are not permitted to trade “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives). Employees are permitted to liquidate positions held at the time of employment in Reportable Securities (a “Liquidating Trade”) subject to pre-clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. -49-
Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. We provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.
Item 12. Brokerage practices
Carronade is authorized to determine the broker-dealer to be used for executing securities transaction for the Master Fund and generally for the SMA. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Client may be deemed to be paying for research, brokerage or other services provided by the broker that are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and the Client’s investment guidelines.
Read the rest of Item 12 (326 more words)
Best Execution In selecting an appropriate broker-dealer to affect a client trade, we seek to obtain “Best Execution”, meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, our Best Execution committee takes into consideration the price of a security offered by the broker-dealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Firm currently does not use any “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Master Fund’s trading activities, would be used to purchase brokerage and research services or products that would otherwise have been Fund expense. In the event our policy changes in the future, we intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither Carronade nor any related person receives client referrals from any broker-dealer or third party. However, subject to Best Execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in selecting or recommending broker-dealers for the Master Fund. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property.
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Item 13. Review of accounts
Our Investment Committee continuously monitors and analyzes the transactions, positions and investment levels of the Client to ensure that they conform with the investment objectives and guidelines that are stated in the corresponding Offering Documents, trading advisory agreement and the consulting agreement where applicable. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each Client’s portfolio. Such reviews are conducted by our officers. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We may also distribute periodic unaudited performance information, no less frequently than quarterly.
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, compensate any person who is not a supervised person for client referrals.
Item 15. Custody
We are deemed to have custody of the Funds’ funds and securities because we have the authority to obtain such Client funds or securities, for example, by deducting advisory fees from a Fund's account or otherwise withdrawing funds from a Fund's account. Account statements related to such Clients are sent by qualified custodians to Carronade. We comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the ”custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Funds’ audited financials to Investors within 120 days of such Fund’s fiscal year end.
Item 16. Investment discretion
We have full discretionary investment authority with respect to 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.
Item 17. Voting client securities
In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, -51-
without limitation:
the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.
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Notwithstanding, Carronade may abstain from voting or decline to vote proxies where the Firm believes that voting would be inappropriate, taking into consideration the cost of voting the proxies, securities lending considerations and the anticipated benefit to its Clients, or where this a conflict of interest among other things. In addition, Carronade may vote proxies for certain Client accounts or securities while abstaining from voting in others, based on a case-by-case assessment of the relevant facts and circumstances and the best interests of each Client. Generally, Clients may not direct the Firm’s vote in a particular solicitation. The Firm has engaged a proxy advisory firm to provide voting recommendations and voting execution services. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.
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.
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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.