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Lykos Global Management, LP: investment adviser
Lykos Global Management, LP is an investment adviser registered with the SEC (file 801-129373, CRD 329441). 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
- $1.4B
- Discretionary
- 100%
- Accounts
- 9
- Employees
- 11
- In advisory roles
- 6
- 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 | 9 | $1.4B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Nicholas Brett Laster | Person | Managing partner / chief investment officer | E 75% or more | May 2023 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Nicholas Brett Laster | Lykos Global | Person | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Lykos Global Management, LP Part 2A, filed Jun 12, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Lykos was formed in 2023 under the laws of the State of Delaware as a limited partnership, has been a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) since 2024, and its principal owner is Nicholas B. Laster (the “Principal”). The Firm has a principal place of business in Stamford, Connecticut. The principal owners and executive officers of Lykos are listed in the Firm’s Form ADV, Part 1A on Schedule A and Schedule B, respectively.
Read the rest of Item 4 (435 more words)
We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles (each a “Fund” and collectively, the “Funds”), 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 (the “Investment Company Act”). Lykos provides discretionary investment advisory services to the Funds and designs, structures and implements investment strategies for the Funds through master-feeder structures. We do not tailor our advisory services to the individual needs of any particular investor. Lykos manages the following private, pooled investment vehicles: Lykos Global Offshore Partners, LP, a Cayman Islands exempted limited partnership (the “Offshore Fund”); Lykos Global Onshore Partners, LP, a Delaware limited partnership (the “Onshore Fund”); Lykos Global Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”); Lykos Global Portable Alpha Offshore Partners LP, a Cayman Islands exempted limited partnership (the “Portable Alpha Fund”); and Lykos Portable Alpha Offshore Feeder LP, a Cayman Islands exempted limited partnership (the “Portable Alpha Feeder Fund”). The Master Fund, Offshore Fund, and the Onshore Fund are hereinafter collectively referred to as the “Lykos Global Funds”. The Portable Alpha Fund and the Portable Alpha Feeder Fund are hereinafter collectively referred to as the “Portable Alpha Funds.” Lykos Global Partners GP, LLC serves as the “General Partner” to the Funds. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives, guidelines, limitations and risks, as set forth in the respective “Offering Documents.” Lykos also provides investment management services to privately placed pooled investment vehicles (the “Sub-Advised Funds,” and collectively with the Funds, the “Clients”) that are managed according to investment advisory agreements (the “Advisory Agreements” and collectively with the Offering Documents, the “Governing Documents”). Lykos refers to each of the limited partners of the Funds with other prospective limited partners of the Funds, and Sub-Advised Funds collectively, as “Investors.” The Clients’ investment strategies are described in more detail in each Client’s Governing Documents, and are further described below under “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss.” The general investment guidelines and restrictions applicable to any particular Client are negotiated at the time that the particular Client is formed, although there may be subsequent revisions with the consent of Investors. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, Lykos managed approximately $1,378,000,000 in Regulatory Assets Under Management (“RAUM”), on a discretionary basis. Lykos does not manage Client assets on a nondiscretionary basis.
Item 5. Fees and compensation
Lykos receives compensation based on assets under management and performance. The fees applicable to each of the Funds are set forth in detail in the corresponding Governing Documents. All Investors should review the Governing Documents of the relevant Fund in conjunction with this brochure for complete information on the fees and compensation payable with respect to that particular Fund. A brief summary of such fees is provided below. Management Fee The Clients will pay to the Firm a fee for its services (the “Management Fee”) that is negotiated and agreed upon in that Client’s respective Governing Document. “Management Fee Rate” ranges from 1.0 - 1.5% per annum for founders class interests in the Funds.
Read the rest of Item 5 (1,230 more words)
The Management Fee is calculated on a quarterly basis and paid in advance by multiplying the Management Fee Rate by the balance of each capital account of an Investor as of the beginning of such fiscal quarter (before taking into account the estimated accrued Incentive Allocation, if any). The Management Fee Rate for the Sub-Advised Funds, ranges from 1.0 – 1.5% per annum and is paid either monthly in arrears or quarterly in advance as detailed in each Sub-Advised Fund’s Governing Document. For the Funds, the Management Fee is not generally negotiated separately with each Investor; however, the Firm or its affiliates can negotiate, waive or agree to a reduction of amounts of the Management Fees with individual Investors at its discretion in consideration of the size of such Investor’s capital commitment or other factors. In the sole discretion of the Firm, the Management Fee has in the past and may in the future be waived, reduced or calculated differently for Lykos-related Investors. For a discussion of potential conflicts of interest, please see “Item 6. Performance-Based Fees and Side-bySide Management.”. Other Types of Fees or Expenses Lykos is authorized to incur and pay in the name and on behalf of the Clients all expenses which they deem necessary or advisable. The Firm is responsible for and shall pay, or cause to be paid, all of their 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. The Funds will bear its own expenses, the expenses of any intermediate entity through which it invests, and its pro rata share of the other vehicles expenses, including the following: (i) the Management Fee; (ii) expenses related to the research, due diligence, financing, monitoring and disposition of actual and prospective Fund investments, whether or not such investment is consummated, including the following: third-party investment sourcing fees (including performance-based 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 including fees and expenses related to obtaining, processing and analyzing research or market data that may be considered “big data” or “alternative data”, including fees and expenses related to performing due diligence on potential providers of any of such research or market data services); due diligence expenses, including consulting and appraisal fees; brokerage, prime brokerage and futures commission merchant fees, commissions and expenses (including fees, commissions and expenses of any outsourced trading desk); expenses relating to block trades; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; fees and expenses of proxy research and voting and class action-related services; (iii) the Funds’ direct or indirect pro rata share of any compensation payable in connection with the
management of any Private Investment by an unaffiliated third party or management team, which may include both asset-based fees and performance-based fees (which, for the avoidance of doubt, will not reduce the Management Fee or Incentive Allocation payable or allocable to the Firm and the General Partner, respectively); (iv) operational expenses, including the following: fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions and/or facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage the order execution of investments or otherwise manage or monitor investments, 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; fees and expenses of any outsourced trading firms; (v) fees and expenses of thirdparty professionals, including consultants, valuation service providers, attorneys, accountants and thirdparty administrative fees and expenses (including any “shadow” administrator) and including the costs of engaging or appointing a Money Laundering Reporting Officer, a Deputy Money Laundering Reporting Officer and an Anti-Money Laundering Compliance Officer; (vi) the costs of any litigation or investigation involving activities of the Funds; (vii) taxes and third-party audit and tax preparation expenses; (viii) insurance expenses, including premiums for cybersecurity insurance and liability insurance covering the General Partner, the Firm and the members, partners, officers, employees and agents of any of them, and each member of the Advisory Board; (ix) fees and expenses of the independent members of the Advisory Board; (x) costs of preparing and distributing reports and notices; (xi) expenses incurred in connection with negotiating and complying with provisions of any Side Letter Agreement, and expenses incurred in connection with any Transfers of Interests or an Investor’s admission or withdrawal, unless otherwise charged to or borne by the applicable transferee or Investor; (xii) fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Funds, 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, Form SHO, Section 13 filings, Section 16 filings and other similar regulatory filings); (xiii) expenses incurred in connection with the offering and sale of the Interests and other similar expenses related to the Funds; (xiv) expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Funds; (xv) expenses incurred in connection with meetings with investors and prospective investors; (xvi) extraordinary expenses, including indemnification expenses and fees and expenses incurred in connection with any tax audit by any tax authority, including any related administrative settlement and judicial review; (xvii) fees and expenses incurred in connection with the organization, reorganization, termination, winding-up or dissolution of the Funds and (xviii) other similar expenses of the Funds. The Funds will also indirectly bear any similar expenses of any trading subsidiary or special purpose vehicle of a master fund. In general, each Investor bears its proportionate share of the Funds expenses on a pro rata basis with respect to the size of such Investor’s capital account(s) or with respect to the relative net asset value of the shares held by such Investor, as applicable. Notwithstanding the foregoing, General Partner and/or the Firm, as applicable, may specially allocate the expenses described herein in any other manner, including by allocating certain expenses to certain (but not all) Investors in the Fund, if the General Partner and/or the Firm, as applicable, reasonably determines, in its discretion, that it is more equitable to do so. To the extent that expenses to be borne by the Clients are paid by the Firm or its affiliates, the Funds and/or Sub-Advised Funds will reimburse the Firm or its affiliates for such expenses in accordance with their Governing Documents. We may waive any such reimbursement with respect to any Fund or Account expense. Any waiver by us for reimbursement of any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses to be paid by us or our affiliates. 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
Each Investor in the Funds that the Firm advises is subject to a performance-based compensation calculation to the General Partner or an affiliated entity in the form of Incentive Allocations based on the investment performance of the applicable Fund. Generally, at the end of each fiscal year, an amount equal to a specified percentage of net capital appreciation allocated to an Investor’s capital account, subject to applicable hurdle or benchmark provisions and adjustments for Management Fees and other expenses, is reallocated from the applicable Investor capital accounts to the capital account of the General Partner as an Incentive Allocation.
Read the rest of Item 6 (291 more words)
Incentive Allocations may also be determined in connection with Investor withdrawals, distributions, transfers of interests, or upon termination of a Fund. The Incentive Allocation varies by Fund and share class by range from 15% of net capital appreciation above an applicable hurdle amount, subject to loss recovery provisions to up to 30% of performance in excess of a specified benchmark amount, subject to adjustments for Management Fees. The Sub-Advised Funds pay an incentive fee to Lykos, generally at the end of each fiscal year, in an amount equal to a specified percentage according to that Sub-Advised Fund’s Governing Documents. Performance-based compensation creates an incentive for the Firm to make investments that are riskier or more speculative than those which we would recommend under a different arrangement. We have adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, the allocation of investment opportunities and expenses. In addition to the Funds, the Firm provide investment management services to the Sub-Advised Funds. Certain of these Investors may not pay performancebased compensation. These Investors still participate pro rata in their applicable Fund’s overall investment program. As a result, the Firm may manage accounts that pay performance-based compensation alongside accounts that do not. This creates a potential conflict of interest because the Firm may have an incentive to allocate investment opportunities to accounts that pay performancebased compensation over accounts that do not. The Firm seeks to mitigate these conflicts through policies and procedures designed to allocate investment opportunities among clients in a manner that the Firm believes is fair and equitable over time, taking into account the investment objectives, strategies, restrictions, capital availability, and other relevant factors of each Client.
Item 7. Types of clients
Our Clients consist of the Funds and the Sub-Advised Funds, as described in Item 4 above; however, Lykos may in the future serve as investment manager to other client accounts. At this time, it is not anticipated that we will provide advice to advisory clients that are “retail investors” as defined by Rule 204-5(d)(2) under the Advisers Act. The Funds, which are private pooled investment vehicles that are exempt from registration under the Investment Company Act are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors.
Read the rest of Item 7 (146 more words)
Clients require Investors to meet certain suitability qualifications, such as being (A) “accredited investors” under SEC Regulation D of the Securities Act of 1933 or (B) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940. It is anticipated that any future advisory clients managed Lykos by will have similar eligibility standards as the Clients. Investors in the Funds should refer to the applicable Fund’s Governing Documents and subscription materials for information on minimum investment requirements and investor suitability criteria. Information on minimum investment requirements for the Funds is described, as appropriate, in the Form ADV, Part 1A. For each of the Funds, the minimum initial commitment is subject to the discretion
of the applicable Fund’s general partner. With respect to the Sub-Advised Funds, investment advice is provided directly to the Sub-Advised Funds and not individually to Investors in the Sub-Advised Funds.
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 Governing Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved.
Read the rest of Item 8 (11,336 more words)
Investment Objective The investment objective of the Clients is to seek to generate superior, risk-adjusted absolute returns throughout the market cycle. The Firm will employ a flexible, global mandate focused on equity capital markets and adjacent opportunities within late stage privates and event-driven tactical opportunities. Lykos believes that late-stage privates and tactical opportunities are natural extensions of the Clients’ core equity capital markets strategy and that the integrated evaluation of available opportunities across public and private strategies enables (i) a broader perspective on optimal capital allocation, (ii) an expanded, less-cyclical opportunity set and (iii) reinforcing benefits across the platform. The Clients’ will employ a flexible and opportunistic mandate that may encompass a variety of subsectors, geographies and a broad range of investment instruments. The Clients’ portfolio will consist primarily of equity and equity-related instruments (which may include, without limitation, preference shares, convertible debt instruments, equity-related and equity-linked notes and warrants). The Clients will emphasize or deemphasize certain investment strategies depending on market conditions, the perceived opportunity sets and their relative risk-adjusted returns. The Portable Alpha Funds will maintain direct exposure to the SPDR S&P 500 ETF Trust (Ticker Symbol: SPY) (or such other similar ETF selected by the Investment Manager, the “SPY”) via one or more total return swaps (the “Swap”). The Firm intends to manage the Swap such that the Portable Alpha Funds maintain a 1:1 ratio between the net asset value of the assets of the Portable Alpha Fund that (i) invest in the Swap (the “Beta Portfolio”) and (ii) the SPY. Therefore, the Firm generally will increase or decrease the notional amount of the Swap when there are subscriptions to the Portable Alpha Funds, withdrawals from the Portable Alpha Funds, or a crystallization of the Incentive Allocation. However, there may be times where the Firm is unable to maintain this ratio. Risk Management The foundation of the Firm’s risk management framework across both liquid and illiquid strategies is a consistent, intensive and fundamental underwriting process. The Firm believes that this approach enables a differentiated assessment of intrinsic value, return potential and security-specific risk factors. By selecting securities for which prices reflect compelling discounts to internally-derived estimates of fair value and for which the risk factors are well-understood, the Firm seeks to establish positions at levels that afford a significant ‘margin of safety’. If the Firm determines that there has been a material change to any of the key assumptions underpinning the Clients’ investment thesis, the investment team will re-underwrite the position without any regard for prior conclusions or current positions. This analysis demands intellectual honesty, probabilistic
pragmatic thinking, and an open-minded willingness to consider counterfactuals. This process may lead the Firm to increase, decrease or exit a position entirely. 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 clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. 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 Governing Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Governing Documents and the documents referred to herein before deciding to invest with any Client. Capital Structure Arbitrage: The success of the Clients’ capital structure arbitrage strategy depends upon the Firm’s ability to identify and exploit the relationships between movements in different securities within an issuer’s capital structure (including, bank debt, convertible and non-convertible senior and subordinated debt and preferred and common stock). Identification and exploitation of these opportunities involve uncertainty. There can be no assurance that the Firm 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 Clients will seek to invest will reduce the scope for the Clients’ investment strategies. In the event that the perceived mispricings underlying the Clients’ positions fail to materialize, these investment strategies could be unsuccessful or result in losses. Convertible Arbitrage: The success of the Clients’ convertible arbitrage strategy depends upon the Firm’s ability to identify convertible securities that appear incorrectly valued relative to their theoretical value, purchase (or sell short) such a convertible security and sell short (or purchase) the underlying security for which the convertible security can be exchanged to exploit price differentials. There can be no assurance that the Firm will be able to identify convertible arbitrage opportunities or that changes in price differentials will not cause losses. Borrowing and lending against such investments involves substantial risks. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Event-Driven: The success of the Clients’ event-driven investment strategy depends upon the Firm’s ability to make predictions about (i) the likelihood that an event will occur and (ii) 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 Firm had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a
new security, the value of which will be less than the purchase price to the Clients 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 stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state 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 stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Clients’ operations may be expected to fluctuate from period to period. Accordingly, Investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short: The success of the Clients’ long/short investment strategy depends upon the Firm’s ability to identify and purchase Securities that are undervalued and identify and sell short Securities that are overvalued. The identification of investment opportunities in the implementation of the Clients’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Clients’ positions were to fail to converge toward, or were to diverge further from values expected by the Firm, the Clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Clients to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Firm’s long/short strategies may become outdated and inaccurate as market conditions change. Short Selling: The success of the Clients’ short selling investment strategy depends upon the Firm’s ability to identify and sell short Securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Security could theoretically increase without limit, thus increasing the cost to the Clients of buying those Securities to cover the short position. There can be no assurance that the Clients will be able to maintain the ability to borrow Securities sold short. In such cases, the Clients can be “bought in” (i.e., forced to repurchase Securities in the open market to return to the lender). There also can be no assurance that the Securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Securities to close out a short position can itself cause the price of the Securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Clients may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Clients secures a “good borrow” of the Security sold short at the time of execution, the lending institution may recall the lent Security at any time, thereby forcing the Clients to purchase the Security at the then-prevailing market price, which may be higher than the price at which such Security was originally sold short by the Clients. Long-Term: The success of the Clients’ long-term investment strategy depends upon the Firm’s ability to identify and purchase Securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Clients may forego value in the short-term or
temporary investments in order to be able to avail the Clients of additional and/or longer-term opportunities in the future. Consequently, the Clients may not capture maximum available value in the short-term, which may be disadvantageous, for example, for Investors who withdraw all or a portion of their Capital Accounts before such long-term value may be realized by the Clients. Merger Arbitrage: The success of the Clients’ merger or “risk” arbitrage strategy depends upon the Firm’s ability to identify and exploit merger activity to capture (or sell short) the spread between current market values of Securities and their values after successful completion of a merger, restructuring or similar corporate transaction. Merger arbitrage investments often incur significant losses when anticipated merger or acquisition transactions are not consummated. The consummation of mergers, tender offers and exchange offers can be prevented or delayed by a variety of factors, including: (i) regulatory and antitrust restrictions; (ii) political factors; (iii) industry weakness; (iv) stock-specific events; and (v) failed financings. Merger arbitrage positions also are subject to the risk of overall market movements. To the extent that a general increase or decline in equity values affects the stocks involved in a merger arbitrage position differently, the position may be exposed to loss. Merger arbitrage strategies also depend for success on the overall volume of merger activity, which historically has been cyclical in nature. Short-Term Market Considerations: The Firm’s trading decisions may be made on the basis of short-term market considerations, and the portfolio turnover rate could result in significant trading related expenses. Leverage for Investment Purposes: The use of leverage will allow the Clients to make additional investments, 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 Clients’ portfolio. The effect of the use of leverage by the Clients in a market that moves adversely to its investments could result in substantial losses to the Clients, which would be greater than if the Clients were not leveraged. Borrowing for Cash Management Purposes: The Clients have the authority to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which the Clients can borrow will affect the operating results of the Clients. Collateral: The instruments and borrowings utilized by the Clients to leverage investments may be collateralized by all or a portion of the Clients’ portfolio. Accordingly, the Clients may pledge its Securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the Securities pledged to brokers to secure the Clients’ margin accounts decline in value, the Clients could be subject to a “margin call”, pursuant to which the Clients must either deposit additional funds or Securities with the broker or suffer mandatory liquidation of the pledged Securities to compensate for the decline in value. The banks and dealers that provide financing to the Clients 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 Clients may have similar rights. There can be no assurance that the Clients 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 Clients’ portfolio. Lending of Portfolio Securities.: The Clients may lend securities on a collateralized and an uncollateralized basis from its portfolio to creditworthy securities firms and financial institutions. While a securities loan is outstanding, the Clients will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration: The Firm may select investments that are concentrated in a limited number or types of Securities. In addition, the Clients’ portfolio may become significantly concentrated in Securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the Clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such Securities. Lack of Control: The Clients may invest in debt instruments and equity securities of companies that it does not control, which the Clients may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such Securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Clients do 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 Clients’ interests. In addition, the Clients may share control over certain investments with co-investors, which may make it more difficult for the Clients 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 Clients and the Investors investments therein. Hedging Transactions: The Clients may utilize Securities for risk management purposes in order to: (i) protect against possible changes in the market value of the Clients’ investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect the Clients’ unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any Securities; (iv) enhance or preserve returns, spreads or gains on any Security in the Clients’ portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Clients’ Securities; (vii) protect against any increase in the price of any Securities the Clients anticipate purchasing at a later date; or (viii) act for any other reason that the Firm deems appropriate. The Clients will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Firm may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Clients may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Clients 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.
Micro-, Small- and Medium-Capitalization Companies: Investments in securities of micro- and small-capitalization companies involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro- and small-capitalization and even medium-capitalization companies are often more volatile than prices of securities of large-capitalization companies and may not be based on standard pricing models that are applicable to securities of large-capitalization companies. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid. 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 Clients may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Firm’s expectations or if equity markets generally move in a single direction and the Clients has not hedged against such a general move. The Clients 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. Illiquid Securities: Certain Securities may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such Securities. Valuation of such Securities may be difficult or uncertain because there may be limited information available about the issuers of such Securities. The market prices, if any, for such Securities tend to be volatile and may not be readily ascertainable, and the 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. The sale of restricted and illiquid Securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of Securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Clients 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 Clients may be required to hold such Securities despite adverse price movements. Even those markets which the Firm 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. Initial Public Offerings: Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of the Clients’ Interests. Preferred Stock: Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to
debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Restricted Securities: Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by the Clients. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Undervalued Securities: The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Clients’ investments may not adequately compensate for the business and financial risks assumed. Unlisted Securities: Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Convertible Securities: A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Clients are called for redemption, the Clients will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Clients’ ability to achieve its investment objective. When-Issued and Forward Commitment Securities: The purchase of securities on a “when-issued” basis involves a commitment by the Clients to purchase or sell securities at a future date (typically one or two months later). No income accrues on securities that have been purchased on a when-issued basis prior to delivery to the Clients. When-issued securities may be sold prior to the settlement date. If the Clients disposes of the right to acquire a when-issued security prior to its acquisition, it may incur a gain or loss. In addition, there is a risk that securities purchased on a when-issued basis may not be delivered to the Clients. In such cases, the Clients may incur a loss.
Highly Leveraged Companies: Investments in private equity of highly leveraged companies involve a high degree of risk. The use of leverage may increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the conditions of such companies or their respective industries. In using leverage, these companies may be subject to terms and conditions that include restrictive financial and operating covenants, which may impair their ability to finance or otherwise pursue their future operations or otherwise satisfy additional capital needs. Moreover, rising interest rates will, unless such rates are fixed pursuant to the terms of any such indebtedness, significantly increase such companies’ interest expense, causing losses and/or the inability to service debt levels. In the event any such company cannot generate adequate cash flow to meet debt service, the Clients may suffer a partial or total loss of capital invested in the company, which, depending on the size of the Clients’ investments, could adversely affect the return on the capital of the Clients. Technology Sector: The Clients may invest in the Securities of issuers in the technology sector, which investments involve substantial risks. These risks include but are not limited to: (i) the fact that certain companies in the portfolio of the Clients may have limited operating histories; (ii) rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; (iii) scarcity of management, engineering and marketing personnel with appropriate technological training; (iv) the possibility of lawsuits related to technological patents; (v) changing investors’ sentiments and preferences with regard to technology sector investments (which are generally perceived as risky) with their resultant effect on the price of underlying Securities; and (vi) volatility in stock markets affecting the prices of technology company Securities, which may cause the performance of the Clients to experience substantial volatility. Micro-, Small- and Medium-Capitalization Companies: Investments in securities of micro- and small-capitalization companies involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro- and small-capitalization and even medium-capitalization companies are often more volatile than prices of securities of large-capitalization companies and may not be based on standard pricing models that are applicable to securities of large-capitalization companies. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid. Currencies: A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts traded by the Clients are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Debt Securities: The Clients are permitted to invest in bonds or other debt instruments. Debt securities are subject to the risk of the issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the
creditworthiness of the issuer and general market liquidity. When interest rates rise, the value of debt securities can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Debt securities are also subject to credit risk. Credit risk refers to the possibility that the issuer of an instrument or the issuer of the reference asset of a derivative instrument will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness could also affect the value of the Clients’ investment in that issuer. Investment grade ratings do not guarantee that the issuer will not default on its payment obligations or that the applicable instruments will not otherwise lose value. Debt securities 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 make 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, and tend to be more sensitive to economic conditions than are higher rated securities. Trading in such securities could be limited or disrupted by an economic recession, resulting in an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could affect adversely the ability of the issuers of such securities to repay principal and pay interest thereon and, therefore, increase the incidence of default for such securities. Structured Notes: Structured notes, variable rate mortgage-backed and asset-backed securities each have rates of interest that vary based on a designated floating rate formula or index. The value of these investments is closely tied to the absolute levels of such rates or indices, or the market’s perception of anticipated changes in those rates or indices. The movements in specific indices or interest rates may be difficult or impossible to hedge. American Depositary Receipts and Global Depositary Receipts: American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by non-U.S. issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company’s publicly traded securities that are traded on non-U.S. stock exchanges or non-U.S. over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and non-exchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale of disposition proceeds, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Derivative Instruments: Certain swaps, options 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 Clients may participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on the Clients.
Regulation in the Derivatives Industry: There are many rules related to derivatives that may negatively impact the Clients, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared over-the-counter (“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 Firm and the Clients, and increase the amount of time that the Firm 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 Clients. These rules are operationally and technologically burdensome for the Firm and the Clients. These compliance obligations require employee training and use of technology, and there are operational risks borne by the Clients in implementing procedures to comply with many of these additional obligations. These regulations may also result in the Clients 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 Clients from a regulatory perspective. However, this could limit the Clients’ trading activities, create losses, preclude the Clients from engaging in certain transactions or prevent the Clients 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 security-based swaps, that are still in the proposal stage or are expected to be introduced in the future. Most swap transactions have become subject to anonymous “real time reporting” requirements, meaning that information relating to transactions entered into by the Clients will become visible to the market in ways that may impair the Clients’ ability to enter into additional transactions at comparable prices or could enable competitors to “front run” or replicate the Clients’ strategies. 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 Clients in many respects (for instance, they may reduce the counterparty risk to the dealers to which the Clients would be exposed under non-cleared derivatives), the Clients 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 Clients 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 Clients 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 Clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the Clients’ 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 Clients to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect on the Clients. 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 Clients to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades to the Clients. In addition, clearinghouses may not allow the Clients to portfolio-margin its positions, which may increase the Clients’ 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 Clients 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 Clients’ FCM, subjecting the Clients 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. 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 Clients to subject itself to regulation by these venues and subject the Clients 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 Clients 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 Clients will be required to post to swap counterparties may increase by a material amount, and as a result the Clients may not be able to deploy capital as effectively. Additionally, to the extent the Clients are required to segregate initial margin with a third-party custodian, additional costs will be incurred by the Clients.
Call and Put Options: The Clients 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 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 knock-in, 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. Warrants: Warrants generally are exercisable for a certain period of time at a certain purchase price that is based on the valuation of a certain Security as of a certain date. In the event that the price per share of such Security does not exceed the exercise price of a warrant during the period when such warrant is exercisable, the warrants may not have any value. Additionally, until the Clients acquire such Security upon exercise of all or a portion of the warrant, such warrant generally will not provide the Clients with any rights of a holder of such Security. Furthermore, upon exercise of such warrant, the Clients generally will be entitled to exercise the rights of a holder of such Security only as to matters of which the date to exercise such rights occurs on or after the exercise date. 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 Clients 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 Clients also is subject to the Firm’s ability to correctly predict movements in the direction of the market. Credit Default Swaps: Credit default swaps can be used to implement the Firm’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, the Clients may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of the Clients to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The Clients may also buy credit default protection with respect to a referenced entity if, in the Firm’s judgment, there is a high likelihood of credit deterioration. In such instance, the Clients 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 Securities, 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 Clients’ positions trade or of its clearing houses 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 Clients from promptly liquidating unfavorable positions and subject the Clients 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 Clients 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 Clients 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 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 Firm would otherwise recommend, to the possible detriment of the Clients. In its forward trading, the Clients 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 Clients trades. Clients 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 Firm may order trades for the Clients in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the Clients 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 Clients’ obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase the Clients’ financial risk. Failure to Enter into Offsetting Trade: To the extent the Clients invest in a futures contract or long option, unless an offsetting trade is made, the Clients would be required to take physical delivery of the commodity underlying the future or option. To the extent the Firm fails to enter into such offsetting trade prior to the expiration of the contract, the Clients may suffer a loss since neither the Clients nor the Firm 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 Clients 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 (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. Exchange-Traded Funds: Exchange-traded funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying Securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying Securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of the Clients’ expenses (e.g., Management Fees and operating expenses), Investors may also indirectly bear similar expenses of an ETF. PIPE Transactions: Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies, which may be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions will generally result in the Clients acquiring either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Clients’ ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a
PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if the Clients are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, the Clients may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of the Clients’ investments. Repurchase and Reverse Repurchase Agreements: In a reverse repurchase transaction, the Clients “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Clients, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Clients involve certain risks. For example, if the seller of securities to the Clients under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Clients will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Clients’ ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Clients may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Clients may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Special Purpose Acquisition Companies: A special purpose acquisition company (a “SPAC”) is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more undervalued operating businesses. Following the acquisition of a target company, a SPAC typically would exercise control over the management of such target company in an effort to increase the value of such target company. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust until the target company is acquired or a predetermined period of time elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and such target company’s value increased. In the event that a SPAC is unable to locate and acquire target companies by the deadline, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, most SPACs are illiquid and have a concentrated shareholder base that tends to be comprised of hedge funds (at least at inception). The Clients may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may
be limited basis for the Clients to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. To the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Digital Assets: The holdings of the Clients may include portfolio investments that are related in various ways to the digital currency/digital asset marketplace, and the Clients may also invest directly in digital assets, virtual currencies, cryptocurrencies, or digital coins/tokens (collectively, “Digital Assets”). Certain risks relating to Digital Assets generally differ from those of traditional currencies, commodities or securities. Importantly, Digital Assets are oftentimes not directly backed by a central bank or a nation, supranational or quasi-national organization, any hard assets, human capital, or other form of credit. Rather Digital Assets are market based: a Digital Asset’s value is determined by (and fluctuates often, according to) supply and demand factors, and the value that various market participants place on it through their mutual agreement. Cybersecurity Risk: As part of its business, the Firm processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Clients and personally identifiable information of the Investors. Similarly, Service Providers of the Firm, the Clients, especially the Administrator, may process, store and transmit such information. The Firm 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 Firm may be susceptible to compromise, leading to a breach of the Firm’s network. The Firm’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Firm to the Investors may also be susceptible to compromise. Breach of the Firm’s information systems may cause information relating to the transactions of the Clients and personally identifiable information of the Investors to be lost or improperly accessed, used or disclosed. The Service Providers of the Firm and the Clients are subject to the same electronic information security threats as the Firm. 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 Clients 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 Firm’s or the Clients’ proprietary information may cause the Firm, the Clients 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 Clients and the Investors’ investments therein. Business Continuity and Disaster Recovery: Lykos’, the Clients’ and their portfolio companies’ business operations may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster (e.g., tornadoes, floods, hurricanes and earthquakes), epidemics and pandemics, terrorist attacks or other circumstances resulting in property damage, network interruption and / or prolonged power outages. Although Lykos has implemented various measures to manage risks relating to these types of events, there can be no assurances that all
contingencies can be planned for. If such business operations are disrupted or suspended for extended periods of time, the Clients may be adversely affected. Side Letter Agreements: The Investors, and in certain cases the Firm, will have the discretion to waive or modify the application of, or grant special or more favorable rights with respect to, any provision of the Governing Documents to the extent permitted by applicable law. To effect such waivers or modifications or the grant of any special or more favorable rights, the Funds may create additional Classes of Interests for certain Investors that provide for, among other things, (i) greater transparency into the Fund’s portfolio, (ii) different or more favorable withdrawal rights, such as more frequent withdrawals or shorter withdrawal notice periods, (iii) greater information than may be provided to other Investors, (iv) different fee or incentive compensation terms, (v) more favorable transfer rights, and (vi) different Private Investment Limits and degrees of participation in the Liquid Portfolio. Certain such waivers, modifications or grants of special or more favorable rights may also be effected by the Investors, and, in certain cases, the Firm, through agreements (“Side Letter Agreements”). Although certain Investors may have different material terms, the Funds and the Firm generally will only offer such terms if they believe other Funds will not be materially disadvantaged.
Item 9. Disciplinary information
To the best of our knowledge, there are no legal or disciplinary events that are material to a Client or 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 brokerdealer, respectively. Lykos Global Partners GP, LLC serves as the General Partner to the Funds, is affiliated with Lykos and meets the definition of an exempt Commodity Pool Operator. It files for CFTC Rule 4.13(a)(3) exemptions for each of the Funds. Lykos and its affiliates engage and retain consultants (“Consultants”) to provide a variety of services. In certain cases, Consultants have attributes of Lykos “employees” (e.g., they may be expected to have dedicated offices at Lykos, receive administrative support from Lykos, and participate in Lykos’ meetings and events).
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These Consultants generally provide services to Lykos through separate business entities and also provide services to other clients. Lykos evaluates and monitors these arrangements to identify and address potential conflicts of interest.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics Lykos 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: •
Employees must at all times place the interests of the 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
•
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Employees should not take inappropriate advantage of their position at the Firm.
Employees are not permitted to maintain personal brokerage accounts for the purpose of trading “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) except for the purpose of holding or liquidating any such holdings after the commencement of employment. 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. The Firm on occasion comes into possession of material nonpublic or other confidential information about public companies which, if disclosed, might affect an Investor’s decision to buy, sell or hold a security. Under applicable law, the Firm is prohibited from improperly disclosing or using such information for its personal benefit or for the benefit of any person, including the Clients. Accordingly, should the Firm or any of its supervised persons come into possession of material nonpublic or other confidential information with respect to any company, they would be prohibited from using such information on behalf of the Clients or disclosing it to the Investors, and they will have no responsibility or liability for failing to use or disclose such information. Similar restrictions could be applicable as a result of the Firm’s supervised persons serving as directors of public companies and restrict disposition of such companies’ securities by the Clients. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. The Firm’s Code of Ethics also contains policies and procedures regarding gifts and entertainment with business associates and political contributions. We will provide a copy of our Code of Ethics to our Investors or Clients, or any prospective investor or client, upon request, to be viewed on the premises.
Item 12. Brokerage practices
Selecting or Recommending Broker-Dealers Lykos is authorized to determine the broker-dealer to be used for executing securities transactions for the Clients. 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 Clients may be deemed to be paying for research, brokerage or other services provided by the broker which 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 each Clients’ investment guidelines.
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Best Execution In selecting an appropriate broker-dealer to effect 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, we will take into consideration the price of a security offered by the brokerdealer, 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. Research and Other Soft Dollar Benefits The Firm may use “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Clients’ trading activities, could be used to purchase brokerage and research services or products that would otherwise have been an expense to the Client. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither Lykos 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 the Funds in selecting or recommending broker-dealers for the Clients. 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. Directed Brokerage Lykos determines the selection of broker-dealers for securities transactions of the Clients subject to the Firm’s policy to seek best execution for such transactions. Lykos does not recommend, request or require that a Client direct it to execute transactions through a specified broker-dealer, nor does Lykos permit a Client to direct brokerage. Trade Aggregation The Firm’s “Trade Aggregation Policy” provides that, for multiple client accounts, the Firm will aggregate trades only in accordance with the SEC’s guidance. In addition, trades should only be aggregated if by doing so the Firm is facilitating Best Execution, including negotiating more favorable prices, obtaining more timely or equitable execution, or reducing overall commission charges. Trade Errors The Firm’s “Trade Error Policy” provides that any Trade Error should be corrected as soon as possible following discovery of the Trade Error in accordance with the principles and procedures described below. The Firm generally will seek to detect such Trade Errors prior to settlement and promptly correct and/or mitigate them. A Trade Error may not be resolved by reallocating the trade to another Client. Soft Dollar credits, if any, may not be used to pay for correcting Trade Errors.
Item 13. Review of accounts
Our Portfolio Manager and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Clients to ensure that they conform with the investment objectives and guidelines that are stated in each Clients’ Governing Documents. 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
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We perform various periodic reviews of each Clients’ portfolios. Such reviews are conducted by our officers and professionals, including the relevant members of our investment team. For the Funds, we distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. The independent administrator of the Funds will also distribute, no less frequently then every quarter an unaudited net asset value statements to all Investors.
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 of the Firm for Client referrals.
Item 15. Custody
We serve as the General Partner to the Funds for which we provide investment advisory services. Accordingly, we are deemed to have custody of funds and securities for such Funds. However, we do not send quarterly (or more frequent) statements to the Funds. We do not maintain custody of funds or securities for the Sub-Advised Funds because we do not have possession or have authority to obtain possession of such funds or securities. Clients should review any statements received from us or a custodian carefully, and to the extent they receive statements from both us and a custodian, they are urged to compare such statements carefully.
Item 16. Investment discretion
We have full discretionary investment authority with respect to our Clients, 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 Firm’s policy is to not vote on any proxies as it has determined it is in the best interests of each of its Clients not to vote proxies with respect to Client Securities.
Item 18. Financial information
We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients, and have not been the subject of a bankruptcy petition at any time during the past ten years.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.