`
`OMB: 3235-0049
`
`UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION
`
` Rev. 10 201 A
`
`Schedule D
`SECTION 1.B. Other Business Names
`No Infonnation Filed
`
`SECTION 1.F. Other Offices
`
`Complete the following information for each office, other than your principal office and place of
`business, at which you conduct investment advisory business. You must complete a separate
`Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are
`registered only with the SEC, or if you are an exempt reporting adviser, list only the largest five
`offices (in terms of numbers of employees).
`
`Number and Street 1:
`ONE HOLLIS STREET
`
`City:
`WELLESLEY
`
`Number and Street 2:
`SUITE 207
`
`State:
`
`Country:
`
`ZIP+4/Postal Code:
`02482
`
`Massachusetts
`
`United States
`
`6172063201
`
`If this address is a private residence, check this box: I-
`
`Telephone Number:
`
`Facsimile Number:
`
`SECTION 1.1. Website Addresses
`
`List your website addresses. You must complete a separate Schedule D Section 1.1. for each
`website address.
`
`H1113://WWW.MANGROVEPARTNERS.C0M
`
`Website Address:
`
`SECTION 1.L Location of Books and Records
`
`Complete the following information for each location at which you keep your books and records,
`other than your principal office and place of business. You must complete a separate Schedule D
`Section 1.L. for each location.
`
`Name of entity where books and records are kept:
`SS&C TECHNOLOGIES, INC.
`
`Number and Street 1:
`80 LAMBERTON ROAD
`
`City:
`WINDSOR
`
`Number and Street 2:
`
`ZIP+4/Postal Code:
`06095
`
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`VIRNETX EXHIBIT 2036
`
`Mangrove V. VimetX
`Trial IPR20 1 5-1047
`
`
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`Page 2 of 18
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`State:
`
`Country:
`
`Connecticut
`
`United States
`
`If this address is a private residence, check this box:
`
`l"
`
`Telephone Number:
`860-298-4500
`
`Facsimile number:
`
`This is (check one):
`
`C one of your branch offices or affiliates.
`D a third-party unaffiliated recordkeeper.
`F other.
`
`Briefly describe the books and records kept at this location:
`INVESTOR SUBSCRIPTION DOCUMENTATION (INCLUDING INFORMATION REGARDING ANTI-
`MONEY LAUNDERING), REPORTS TO INVESTORS
`
`Name of entity where books and records are kept:
`SS&C TECHNOLOGIES, INC.
`
`Number and Street 1:
`675 THIRD AVENUE
`
`City:
`NEW YORK
`
`Number and Street 2:
`
`State:
`
`Country:
`
`New York
`
`United States
`
`ZIP+4/Postal Code:
`10017
`
`If this address is a private residence, check this box:
`
`l-
`
`Telephone Number:
`212-319-9730
`
`Facsimile number:
`212-319-7690
`
`This is (check one):
`
`5' one of your branch offices or affiliates.
`E a third-party unaffiliated recordkeeper.
`7 other.
`
`Briefly describe the books and records kept at this location:
`FUND BOOKKEEPING RECORDS
`
`SECTION 1.M. Registrafion with Foreign Financial Regulatory Authorities
`
`List the name and country, in English, of each foreign financial regulatory authority with which you
`are registered. You must complete a separate Schedule D Section 1.M. for each foreign financial
`regulatory authority with whom you are registered.
`
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`Name of Country/Foreign Financial Regulatory Authority:
`
`Other
`
`Other:
`THE CAYMAN ISLANDS MONETARY AUTHORITY
`
`~ ECIION 2.A. 8 Related Adviser
`
`If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because
`you control, are controlled by, or are under common control with an investment adviser that is
`registered with the SEC and your principal office and place of business is the same as that of the
`registered adviser, provide the following information:
`
`Name of Registered Investment Adviser
`
`CRD Number of Registered Investment Adviser
`
`SEC Number of Registered Investment Adviser
`
`801 -
`
`~ EC'l'ION 2.A. 9 Newl Formed Adviser
`
`If you are relying on rule 203A-2(c), the newly formed adviser exemption from the prohibition on
`registration, you are required to make certain representations about your eligibility for SEC
`registration. By checking the appropriate boxes, you will be deemed to have made the required
`representations. You must make both of these representations:
`
`F I am not registered or required to be registered with the SEC or a state securities authority and I
`have a reasonable expectation that I will be eligible to register with the SEC within 120 days
`after the date my registration with the SEC becomes effective.
`
`T‘ I undertake to withdraw from SEC registration if, on the 120th day after my registration with the
`SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from
`registering with the SEC.
`
`~ ECTION 2.A. 10 Multi-State Adviser
`
`If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on
`registration, you are required to make certain representations about your eligibility for SEC
`registration. By checking the appropriate boxes, you will be deemed to have made the required
`representations.
`
`If you are applying for registration as an investment adviser with the SEC, you must make both of
`these representations:
`
`l_ I have reviewed the applicable state and federal laws and have concluded that I am required by
`the laws of 15 or more states to register as an investment adviser with the state securities
`authorities in those states.
`
`l_ I undertake to withdraw from SEC registration if I file an amendment to this registration
`indicating that I would be required by the laws of fewer than 15 states to register as an
`
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`Page 4 of 18
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`investment adviser with the state securities authorities of those states.
`
`If you are submitting your annual updating amendment, you must make this representation:
`
`l. Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state
`and federal laws and have concluded that I am required by the laws of at least 15 states to
`register as an investment adviser with the state securities authorities in those states.
`
`~ ECTION 2.A. 12 SEC Exem ive Order
`
`If you are relying upon an SEC order exempting you from the prohibition on registration, provide
`the following information:
`
`Date of order:
`
`Application Number:
`803-
`
`SECTION 4 Suooessions
`
`No Information Filed
`
`SECTION S.G.(3) Advisers to Registered Investment Companies and Business
`Development Companies
`
`No Information Filed
`
`SECTION 5.I.(2) Wrap Fee Programs
`No Information Filed
`
`SECTION 6.A. Names of Your Other Businesses
`No Information Filed
`
`ECTION 6.B. 2 Descri ion of Prima Business
`
`Describe your primary business (not your investment advisory business):
`
`If you engage in that business under a different name, provide that name:
`
`If you engage in that business under a different name, provide that name.
`
`~ ECTION 6.B. 3 Descri -
`
`ion of Other Producb and Services
`
`Describe other products or services you sell to your client, You may omit products and services that
`you listed in Section 6.B.(2) above.
`
`SECTION 7.A. Financial Industry Affiliations
`
`Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
`
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`1. Legal Name of Related Person:
`MANGROVE CAPITAL
`
`2. Primary Business Name of Related Person:
`MANGROVE CAPITAL
`
`3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
`-
`or
`Other
`
`4. Related Person's CRD Number (if any):
`
`5. Related Person is: (check all that apply)
` broker-dealer, municipal securities dealer, or government securities broker or dealer
`(a)
`(b)
` other investment adviser (including financial planners)
` registered municipal advisor
`(c)
` registered security-based swap dealer
`(d)
` major security-based swap participant
`(e)
`(f)
` commodity pool operator or commodity trading advisor (whether registered or
`exempt from registration)
` futures commission merchant
` banking or thrift institution
` trust company
` accountant or accounting firm
` lawyer or law firm
` insurance company or agency
` pension consultant
` real estate broker or dealer
` sponsor or syndicator of limited partnerships (or equivalent), excluding pooled
`investment vehicles
` sponsor, general partner, managing member (or equivalent) of pooled investment
`vehicles
`
`(g)
`(h)
`(i)
`(j)
`(k)
`(l)
`(m)
`(n)
`(o)
`
`(p)
`
`6. Do you control or are you controlled by the related person?
`
`7. Are you and the related person under common control?
`
`Yes No
`
`8. (a) Does the related person act as a qualified custodian for your clients in connection
`with advisory services you provide to clients?
`(b) If you are registering or registered with the SEC and you have answered “yes,” to
`question 8(a) above, have you overcome the presumption that you are not
`operationally independent (pursuant to rule 206(4)-(2)(d)(5)) from the related
`person and thus are not required to obtain a surprise examination for your clients'
`funds or securities that are maintained at the related person?
`(c) If you have answered "yes" to question 8.(a) above, provide the location of the related
`person's office responsible for custody of your clients' assets:
`
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`Number and Street 2:
`Number and Street 1:
`Country:
`ZIP+4/Postal Code:
`City:
`State:
`If this address is a private residence, check this box: I‘
`
`9.
`
`(a)
`(b)
`
`If the related person is an investment adviser, is it exempt from registration?
`If the answer is yes, under what exemption?
`
`Page 6 of 18
`
`Yes No
`
`p H
`
`10. (a)
`(b)
`
`Is the related person registered with a foreign financial regulatory authority ?
`If the answer is yes, list the name and country, in English, of each foreign financial
`regulatory authority with which the related person is registered.
`No Infonnation Filed
`
`(~ E
`
`11. Do you and the related person share any supervised persons?
`
`12. Do you and the related person share the same physical location?
`
`a (-
`
`E p
`
`SECTION 7.B.(1) Private Fund Reporting
`
`. PRIVATE FUND
`
`.
`
`(a) Name of the private fund:
`THE MANGROVE PARTNERS MASTER FUND, LTD.
`(b) Private fund identification number:
`(include the "805-" prefix also)
`805-7825742778
`
`. Under the laws of what state or country is the private fund organized:
`State:
`Country:
`
`Cayman Islands
`
`. Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a similar
`capacity):
`Name of General Partner, Manager, Trustee, or Director
`DAVID BREE, DIRECTOR
`
`KEVIN PHILLIP, DIRECTOR
`NATHANIEL AUGUST, DIRECTOR
`
`4. The private fund (check all that apply; you must check at least one):
`I7 (1) qualifies for the exclusion from me definition of investment company under section 3
`(c)(1) of the Investment Company Act of 1940
`(2) qualifies for the exclusion from the definition of investment company under section 3
`(c)(7) of the Investment Company Act of 1940
`
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`5. List the name and county, in English, of each foreign financial regulatory authority with which
`the private fund is registered.
`Name of Country/ English Name of Foreign Financial Regulatory Authority
`Other - CAYMAN ISLANDS MONETARY AUTHORITY
`
`Yes No
`
`6.
`
`a (-
`(a) Is this a "master fund“ in a master—feeder arrangement?
`(b) If yes, what is the name and private fund identification number (if any) of the feeder funds
`investing in this private fund?
`Private Fund Name
`
`Private Fund Identification Number
`
`THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
`THE MANGROVE PARTNERS FUND, L.P.
`
`805-1331923980
`
`805-8234702955
`
`(- E
`(c) Is this a “feeder fund" in a master-feeder arrangement?
`(d) If yes, what is the name and private fund identification number (if any) of the master fund
`in which this private fund invests?
`Name of the Private Fund:
`
`Private Fund Identification Number:
`(include the "805—" prefix also)
`
`NOTE: You must complete question 6 for each master-feeder arrangement regardless of
`whether you are filing a single Schedule D, Section 7.B.(1). for the master—feeder
`arrangement or reporting on the funds separately.
`
`7.
`
`If you are filing a single Schedule D, Section 7.B.(1) for a master—feeder arrangement
`according to the instructions to this Section 7.B.(1), for each of the feeder funds answer the
`following questions:
`Additional Feeder Fund Information : 2 Record(s) Filed.
`
`7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement
`according to the instructions to this Section 7.B.(1), for each of the feeder funds answer
`the following questions:
`(a) Name of the private fund:
`THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
`
`(b) Private fund identification number:
`(include the "805—“ prefix also)
`805-1331923980
`
`Cayman Islands
`
`(c) Under the laws of what state or country is the private fund organized:
`State:
`Country:
`
`(d) Name(s) of General Partner, Manager, Trustee, or Directors (or persons serving in a
`similar capacity):
`
`|Name of General Partner, Manager, Trustee, or Director
`
`|
`
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`DAVID BREE, DIRECTOR
`KEVIN PHIUJP, DIRECTOR
`NATHANIEL AUGUST, DIRECTOR
`
`(e) The private fund (check all that apply; you must check at least one):
`I" (1) qualifies for the exclusion from the definition of investment company under
`section 3(c)(1) of the Investment Company Act of 1940
`E (2) qualifies for the exclusion from the definition of investment company under
`section 3(c)(7) of the Investment Company Act of 1940
`
`(f) List the name and country, in English, of each foreign financial regulatory authority with
`which the private fund is registered.
`Name of Country] English Name of Foreign Financial Regulatory Authority
`Other - CAYMAN ISLANDS MONETARY AUTHORITY
`
`7. If you are filing a single Schedule D, Section 7.B.(1) for a master-feeder arrangement
`according to the instructions to this Section 7.B.(1), for each of the feeder funds answer
`the following questions:
`(a) Name of the private fund:
`THE MANGROVE PARTNERS FUND, L.P.
`
`(b) Private fund identification number:
`(include the "805—" prefix also)
`805-8234702955
`
`(c) Under the laws of what state or county is the private fund organized:
`State:
`Country:
`
`Delaware
`
`United States
`
`(d) Name(s) of General Partner, Manager, Trustee, or Directors (or persons sewing in a
`similar capacity):
`Name of General Partner, Manager, Trustee, or Director
`
`MANGROVE CAPITAL (GENERAL PARTNER)
`
`(e) The private fund (check all that apply; you must check at least one):
`IT ( 1) qualifies for the exclusion from the definition of investment company under
`section 3(c)(1) of the Investment Company Act of 1940
`(2) qualifies for the exclusion from the definition of investment company under
`section 3(c)(7) of the Investment Company Act of 1940
`
`(f) List the name and country, in English, of each foreign financial regulatory authority with
`which the private fimd is registered.
`No Information Filed
`
`l
`
`\
`
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`NOTE: For purposes of questions 6 and 7, in a master-feeder arrangement, one or more funds
`("feeder funds") invest all or substantially all of their assets in a single fund ("master fund"). A
`fund would also be a "feeder fund" investing in a "master fund" for purposes of this question if
`it issued multiple classes (or series) of shares or interests, and each class (or series) invests
`substantially all of its assets in a single master fund.
`
`Yes No
`
`8.
`
`(a) Is this private fund a "fund of funds"?
`(b) If yes, does the private fund invest in funds managed by you or by a related
`person?
`NOTE: For purposes of this question only, answer "yes" if the fund invests 10 percent or more
`of its total assets in other pooled investment vehicles, whether or not they are also private
`funds, or registered investment companies.
`
`(~ E
`(~
`(~
`
`Yes No
`
`9. During your last fiscal year, did the private fund invest in securities issued by
`investment companies registered under the Investment Company Act of 1940 (other
`than "money market funds," to the extent provided in Instruction 6.e.)?
`
`(- E
`
`10. What type of fund is the private fund?
`a hedge fund F liquidity fund F private equity fund P real estate fund P securitized
`asset fund F venture capital fund F Other private fund
`
`NOTE: For funds of funds, refer to the funds in which the private fund invests. For definitions
`of these fund types, please see Instruction 6 of the Instructions to Part 1A.
`
`11. Current gross asset value of the private fund:
`55 866,412,964
`
`Qunetshin
`
`12. Minimum investment commitment required of an investor in the private fund:
`$ 1,000,000
`NOTE: Report the amount routinely required of investors who are not your related persons
`(even if different from the amount set forth in the organizational documents of the fund).
`
`13. Approximate number of the private fund's beneficial owners:
`87
`
`14. What is the approximate percentage of the private fund beneficially owned by you and your
`related persons:
`13%
`
`15. What is the approximate percentage of the private fund beneficially owned (in the aggregate)
`by funds of funds:
`14%
`
`16. What is the approximate percentage of the private fund beneficially owned by non-United
`States persons:
`8%
`
`Your Advisog Services
`
`Yes No
`
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`(- H
`17. (a) Are you a subadviser to this private fund?
`(b) If the answer to question 17(a) is "yes," provide the name and SEC file number, if any, of
`the adviser of the private fund. If the answer to question l7(a) is "no,' leave this question
`blank.
`
`No Infonnation Filed
`
`Yes No
`
`(~ E
`18. (a) Do any other investment advisers advise the private fund?
`(b) If the answer to question 18(a) is "yes," provide the name and SEC file number, if any, of
`the other advisers to the private fund. If the answer to question 18(a) is "no," leave this
`question blank.
`
`No Information Filed
`
`19.Are your clients solicited to invest in the private fund?
`
`20. Approximately what percentage of your clients has invested in the private fund?
`0°/o
`
`.
`
`“E -
`
`Yes No
`
`(~ E
`
`Yes No
`
`21. Does the private fund rely on an exemption from registration of its securities under H (-
`Regulation D of the Securities Act of 1933?
`
`22. If yes, provide the private fund's Form D file number (if any):
`Form D file number
`021-139681
`
`021-194200
`
`B. SERVICE PROVIDERS
`
`Auditszrs
`
`Yes No
`
`E (~
`23. (a) (1) Are the private fund's financial statements subject to an annual audit?
`n (-
`(2) Are the financial statements prepared in accordance with U.S. GAAP?
`If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the
`private fund uses more than one auditing finn, you must complete questions (b) through
`(f) separately for each auditing finn.
`Additional Auditor Information : 1 Reoord(s) Filed.
`If the answer to 23(a)(1) is "yes," respond to questions (b) through (f) below. If the
`private fund uses more than one auditing firm, you must complete questions (b)
`through (f) separately for each auditing firm.
`
`(b) Name of the auditing finn:
`KPMG LLP
`
`(c) The location of the auditing finn's office responsible for the private fund's audit
`(city, state and country):
`City:
`NEW YORK
`
`Country:
`
`United States
`
`State:
`
`New York
`
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`(d) Is the auditing finn an independent public accountant?
`
`Public Company Accounting Oversight Board in accordance with its rules?
`
`(e) Is the auditing firm registered with the Public Company Accounting Oversight E ('-
`Board?
`
`(f) If "yes" to (e) above, is the auditing firm subject to regular inspection by the H (-
`
`(g)Are the private fund's audited financial statements distributed to the private
`fund's investors?
`
`n t‘
`
`(h) Does the report prepared by the auditing firm contain an unqualified opinion?
`a Yes F No F Report Not Yet Received
`If you check "Report Not Yet Received, " you must promptly file an amendment to your
`Form ADV to update your response when the report is available.
`
`Er:im:.Br.9kra:
`
`Yes No
`
`E (-
`24. (a) Does the private fund use one or more prime brokers?
`If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime
`broker the private fund uses. If the private fund uses more than one prime broker, you
`must complete questions (b) through (e) separately for each prime broker.
`Additional Prime Broker Information : 4 Record(s) Filed.
`
`If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime
`broker the private fund uses. If the private fund uses more than one prime broker, you
`must complete questions (b) through (e) separately for each prime broker.
`
`(b) Name of the prime broker:
`BNP PARIBAS PRIME BROKERAGE, INC.
`
`(c) If the prime broker is registered wiflr the SEC, its registration number:
`
`8 - 40490
`
`CRD Number (if any):
`24962
`
`(d) Location of prime broker's office used principally by me private fund (city, state and
`country):
`City:
`NEW YORK
`
`Country:
`
`State:
`
`New York
`
`United States
`
`(e) Does this prime broker act as custodian for some or all of the private fund's
`assets?
`
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`If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime
`broker the private fund uses. If the private fund uses more than one pr me broker, you
`must complete questions (b) through (e) separately for each prime broker.
`
`(b) Name of the prime broker:
`CFTIGROUP GLOBAL MARKETS INC.
`
`(c) If we prime broker is registered with the SEC, its registration number:
`
`8 - 8177
`
`CRD Number (if any):
`7059
`
`(d) Location of prime broker's office used principally by the private fund (city, state and
`country):
`City:
`NEW YORK
`
`Country:
`
`State:
`
`New York
`
`United States
`
`(e) Does this prime broker act as custodian for some or all of the private fund's
`assets?
`
`If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime
`broker the private fund uses. If the private fund uses more than one pr me broker, you
`must complete questions (b) through (e) separately for each prime broker.
`
`(b) Name of the prime broker:
`MORGAN STANLEY & CO. LLC
`
`(c) If the prime broker is registered with the SEC, its registration number:
`
`8 - 15869
`
`CRD Number (if any):
`8209
`
`(d) Location of prime broker's office used principally by the private fund (city, state and
`country):
`City:
`NEW YORK
`
`Country:
`
`State:
`
`New York
`
`United States
`
`(e) Does this prime broker act as custodian for some or all of the private fund's
`assets?
`
`If the answer to 24(a) is "yes," respond to questions (b) through (e) below for each prime
`broker the private fund uses. If the private fund uses more than one pr me broker, you
`must complete questions (b) through (e) separately for each prime broker.
`
`(b)
`
`http://www.advise1info.sec.gov/iapd/content/viewform/adv/Sections/iapd_AdvScheduleDS.. .
`
`l 2/7/20 l 5
`
`Page 12 of18
`
`
`
`Name of the prime broker:
`NATIONAL FINANCIAL SERVICES LLC
`
`Page 13 ofl8
`
`(c) If the prime broker is registered with the SEC, its registration number:
`
`8 - 26740
`
`CRD Number (if any):
`13041
`
`(d) Location of prime broker's office used principally by the private fund (city, state and
`country):
`City:
`BOSTON
`
`Country:
`
`assets?
`
`State:
`
`Massachusetts
`
`United States
`
`(e) Does this prime broker act as custodian for some or all of the private fund's
`
`Custodian
`
`25. (a) Does the private fund use any custodians (including the prime brokers listed
`above) to hold some or all of its assets?
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`Additional Custodian Information : 7 Record(s) Filed.
`
`a (-
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`BANK OF NEW YORK MELLON
`
`(c) Primary business name of custodian:
`BANK OF NEW YORK MELLON
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`State:
`NEW YORK
`
`Country:
`
`New York
`
`United States
`
`(e) Is the custodian a related person of your firm?
`
`(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)
`
`CRD Number (if any):
`
`http://www.advise1info.sec.gov/iapd/content/viewform/adv/Sections/iapd_AdvScheduleDS.. .
`
`l 2/7/20 1 5
`
`Page 13 ofl8
`
`
`
`Page 14 of 18
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`BANK OF NOVA SCOTIA
`
`(c) Primary business name of custodian:
`BANK OF NOVA SCOTIA
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`TORONTO
`
`Country:
`
`State:
`
`(e) Is the custodian a related person of your finn?
`
`(f) If the custodian is a broker~dea|er, provide its SEC registration number (if any)
`
`CRD Number (if any):
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`BARCLAYS BANK PLC
`
`(c) Primary business name of custodian:
`BARCLAYS BANK PLC
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`State:
`LONDON
`
`Country:
`
`United Kingdom
`
`(e) Is the custodian a related person of your finn?
`
`(f) If the custodian is a broker—dealer, provide its SEC registraljon number (if any)
`
`CRD Number (if any):
`
`http://www.advise1info.sec.gov/iapdlcontentlviewformladvlSections/iapd_AdvScheduleDS.. .
`
`l 2/7/20 l 5
`
`Page 14 of 18
`
`
`
`Page 15 ofl8
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`BNP PARIBAS PRIME BROKERAGE, INC.
`
`(c) Primary business name of custodian:
`BNP PARIBAS PRIME BROKERAGE, INC.
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`State:
`NEW YORK
`
`Country :
`
`New York
`
`United States
`
`(e) Is the custodian a related person of your firm?
`
`(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)
`
`8 - 40490
`
`CRD Number (if any):
`24962
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`CITIGROUP GLOBAL MARKETS INC.
`
`(c) Primary business name of custodian:
`CITIGROUP GLOBAL MARKETS INC.
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`State:
`NEW YORK
`
`Country :
`
`New York
`
`United States
`
`(e) Is the custodian a related person of your finn?
`
`(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)
`
`8 - 8177
`
`CRD Number (if any):
`7059
`
`http://www.advise1info.sec.gov/iapdlcontentlviewformladvlSections/iapd_AdvScheduleDS.. .
`
`l 2/7/20 l 5
`
`Page 15 ofl8
`
`
`
`Page 16 ofl8
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`MORGAN STANLEY & CO. LLC
`
`(c) Primary business name of custodian:
`MORGAN STANLEY & CO. LLC
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`State:
`NEW YORK
`
`Country :
`
`New York
`
`United States
`
`(e) 15 the custodian a related person of your firm?
`
`(f) If the custodian is a broker-dealer, provide its SEC registrafion number (if any)
`
`8 - 15869
`
`CRD Number (if any):
`8209
`
`If the answer to 25(a) is "yes," respond to questions (b) through (f) below for each
`custodian the private fund uses. If the private fund uses more than one custodian, you
`must complete questions (b) through (f) separately for each custodian.
`
`(b) Legal name of custodian:
`NATIONAL FINANCIAL SERVICES LLC
`
`(c) Primary business name of custodian:
`NATIONAL FINANCIAL SERVICES LLC
`
`(d)The location of the custodian's office responsible for custody of the private fund's
`assets (city, state and country):
`City:
`State:
`BOSTON
`
`Country:
`
`Massachusetts
`
`United States
`
`(e) Is the custodian a related person of your finn?
`
`(f) If the custodian is a broker-dealer, provide its SEC registration number (if any)
`
`8 - 26740
`
`CRD Number (if any):
`13041
`
`Administrator
`
`http://www.advise1info.sec.gov/iapd/content/viewform/adv/Sections/iapd_AdvScheduleDS.. .
`
`l 2/7/20 l 5
`
`Page 16 ofl8
`
`
`
`Page 17 ofl8
`
`26. (a) Does the private fund use an administrator other than your firm?
`
`If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private
`fund uses more than one administrator, you must complete questions (b) through (f)
`separately for each administrator.
`Additional Administrator Infonnation : 1 Record(s) Filed.
`
`If the answer to 26(a) is "yes," respond to questions (b) through (f) below. If the private
`fund uses more than one administrator, you must complete questions (b) through (f)
`separately for each administrator.
`
`(b) Name of the administrator:
`SS&C TECHNOLOGIES, INC.
`
`(c) Location of administrator (city, state and country):
`City:
`State:
`Country:
`WINDSOR
`
`Connecticut
`
`United States
`
`(d)Is the administrator a related person of your firm?
`
`(e) Does the administrator prepare and send investor account statements to the private
`fund's investors?
`
`“Yes (provided to all investors) 5‘ Some (provided to some but not all
`investors) F No (provided to no investors)
`
`(f) If the answer to 26(e) is "no" or "some," who sends the investor account statements
`to the (rest of the) private lirnd's investors? If investor account statements are not
`sent to the (rest of the) private fund's investors, respond "not applicable."
`
`27. During your last fiscal year, what percentage of the private funds assets (by value) was
`valued by a person, such as an administrator, that is not your related person?
`98%
`
`Include only those assets where (i) such person carried out the valuation procedure
`established for that asset, if any, including obtaining any relevant quotes, and (ii) the
`valuation used for purposes of investor subscriptions, redemptions or distributions, and fee
`calculations (including allocations) was the valuation detennined by such person.
`
`Marketers
`
`28. (a) Does the private fund use the services of someone other than you or your
`employees for marketing purposes?
`You must answer "yes" whether the person acts as a placement agent, consultant, finder,
`introducer, municipal advisor or other solicitor, or similar person. If the answer to 28(a) is
`"yes", respond to questions (b) through (g) below for each such marketer the private fund
`uses. If the private fund uses more than one marketer you must complete questions (b)
`through (g) separately for each marketer.
`No Information Filed
`
`http://www.advise1info.sec.gov/iapd/content/viewform/adv/Sections/iapd_AdvScheduleDS.. .
`
`l 2/7/20 1 5
`
`Page 17 ofl8
`
`
`
`Page 18 of 18
`
`SECTION 7.B.(2) Private Fund Reporting
`No Information Filed
`
`SECTION 9.C. Independent Public Accountant
`No Infonnation Filed
`
`SECTION 10.A. Control Persons
`
`No Information Filed
`
`SECTION 10.B. Control Person Public Reporting Companies
`No Information Filed
`
`~ hedule D - Miscellaneous
`
`You may use the space below to explain a