Terms of Service

Effective as of May 1, 2025

Privacy Principles of the Firm

The Firm is committed to protecting the confidentiality and security of all nonpublic personal information and personal data that it collects from “Consumers” and “Customers” as well as “Investee Counter Parties" and will disclose such information only in accordance with Regulation S-P, any other applicable laws, rules and regulations and this “Privacy Policy.”

The Firm has adopted this Privacy Policy, which applies to the Firm and its affiliates. The Firm conducts its business affairs primarily through its employees, to whom this Privacy Policy applies. The Firm will share nonpublic personal information and personal data with services providers and its affiliates, including Yorkville Securities, LLC, a broker-dealer registered with the SEC and a member of Finra. The Firm’s affiliates may also share such information with its service providers. To the extent that information is so shared, the Firm will take steps to confirm that such recipients’ protect the confidentiality and security of data to which they are granted access, as outlined herein. You will not have the ability to “opt out” of information being shared with our service providers, affiliates or the service providers of our affiliates.

Regulation S-P‍

As an investment adviser, the Firm has a statutory obligation under Regulation S-P to establish appropriate standards concerning the security and privacy of “nonpublic personal information,” including (i) personally identifiable financial information and (ii) any list, description, or other grouping of consumers derived using any personally identifiable financial information. Regulation S-P requires registered investment advisers to comply with various restrictions on the use of nonpublic information obtained from Consumers (i.e., individuals who obtain or have obtained a financial product or service from an investment adviser that is to be used primarily for personal, family or household purposes) and Customers (i.e., consumers who have a customer relationship with the investment adviser) and to disclose their privacy principles to customers upon establishing a customer relationship and annually thereafter.

Investee Counter Parties 

In connection with its investment related activity, the Firm is subject to the rules and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) in order to assure that the Firm is not making investments in entities that are or are associated with OFAC sanctioned parties.

Therefore, in the ordinary course of its business, the Firm collects corporate and personally identifiable information from Investee Counter Parties in order to conduct the appropriate screening of such individuals internally and through certain third party service providers and third party administered software.  

The Firm will handle such information in accordance with this Privacy Policy and the Firm’s Written Information Security Policy (the “WISP”).  

Affiliates

The Firm shares nonpublic personal information and personal data with its affiliates. Such information and data includes: (i) personally identifiable financial information and (ii) any list, description, or other grouping of consumers derived using any personally identifiable financial information of its Customers, Consumers and Investee Counter Parties with its affiliates.  The Firm will require the affiliates receiving this information to adhere to data protection requirements aligned to this Privacy Policy or confirm that they maintain adequate confidentiality, security, and integrity of such nonpublic personal information and other personal data using technical, physical, and administrative controls to prevent unauthorized access to, unauthorized acquisition, use, disclosure of, or loss of such data.

You will not have the ability to “opt out” of information being shared with our affiliates because they provide services to us and you in connection with your investment being managed by the Firm.

Service Providers

The Firm may share nonpublic personal information and personal data with its service providers and the Firm’s affiliates may share such information with its service providers. The Firm will require all such service providers who process or maintain nonpublic personal information on behalf of the Firm or its affiliates to adhere to data protection requirements aligned to this Privacy Policy or confirm that they maintain adequate confidentiality, security, and integrity of such nonpublic personal information and other personal data using technical, physical, and administrative controls to prevent unauthorized access to, unauthorized acquisition, use, disclosure of, or loss of such data.

You will not have the ability to “opt out” of information being shared with such service providers because they provide services to us and you in connection with your investment being managed by the Firm.

Privacy Notices

Under Regulation S-P, the Firm must provide an initial privacy notice to individuals at the time the Firm’s relationship is established and annually thereafter and provide an initial privacy notice to individuals before it discloses nonpublic personal information. 

The initial and annual privacy notices shall contain the following information:

• categories of nonpublic personal information collected by the Firm;
• categories of nonpublic personal information disclosed by the Firm;
• categories of affiliates and non-affiliates to whom the Firm discloses the nonpublic personal information;
• categories of nonpublic personal information about former customers  disclosed by the Firm and the categories of affiliates and non-affiliates to whom it is disclosed;
• if nonpublic personal information is disclosed to third parties, an explanation of the right to “opt-out” of such disclosure (which opt out will not apply to information shared with the Firm’s affiliates or service providers or its affiliates’ service providers); and
• a general description of the Firm’s policies and practices with respect to protecting the confidentiality and security of nonpublic personal information.

Pursuant to Regulation S-P, the current privacy notice will be delivered when each customer relationship is established. If at any time the Firm adopts material changes to its privacy policies, the Firm shall provide each individual with a revised notice reflecting the new policy. The CCO is responsible to ensure the notices are distributed to each individual and will review and update the privacy notice at least annually.

Opt-Out Notice

If the Firm plans to disclose nonpublic personal information (other than pursuant to certain exceptions provided under Regulation S-P) and other than to the Firm’s affiliates and service providers and to our affiliates’ service providers, the Firm will provide individuals with a reasonable means to “opt-out” of the disclosure of that information, in compliance with Regulation S-P. Once an individual elects to opt-out, the Firm will honor the election as soon as reasonably practicable. The opt-out election remains in effect until the individual revokes it.

Non-Disclosure of Nonpublic Personal Information and Personal Data

The Firm maintains safeguards to comply with federal and state standards to maintain the confidentiality of nonpublic personal information and/or personal data of Consumers, Customers and Investee Counter Parties. The Firm does not share any nonpublic personal information or personal data with any nonaffiliated third parties, except in the following limited circumstances:

• as necessary to provide the service that the individual has requested or authorized, or to maintain and service the individual’s account;
• as required by regulatory authorities or law enforcement officials who have jurisdiction over the Firm, or as otherwise required by any applicable law; and
• to the extent reasonably necessary to prevent fraud and unauthorized transactions and for anti-money laundering, OFAC and/or similar purposes. 

Security of Nonpublic Personal Information and Personal Data

The Firm has implemented and maintains a WISP that outlines its information security program and the safeguards it uses to protect data.  Such safeguards are aligned to the requirements of applicable law and industry best practices, including, without limitation, the following:

• The Firm restricts access to nonpublic personal information and personal data to those affiliates, service providers and employees who need to know such information to provide services.

• Any affiliate, service provider or employee who is authorized to have access to nonpublic personal information and personal data is required to keep such information in a reasonably secure location as of the close of business each day.

• Access to electronic or computer files containing such information shall be limited to authorized affiliates, service providers and persons who need to know such information to provide services.

• Any conversations involving nonpublic information or personal data, if appropriate at all, must be conducted by employees in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. 

Administration of Privacy Policy

Employees are prohibited, either during or after termination of their employment, from disclosing nonpublic personal information or personal data to any person or entity outside the Firm, including family members, except under the circumstances described above. An employee is permitted to disclose nonpublic information or personal data only to such other employees who need to have access to such information to deliver the Firm’s services. The CCO shall be responsible for implementing this Privacy Policy, and all questions regarding this Privacy Policy should be directed to the CCO.

Each employee is obligated to report to the CCO any material breach of this Privacy Policy, report any suspicious activity, ongoing incidents, or known or suspected violation of the WISP of which the employee has become aware, as soon as reasonably practicable after becoming aware of such material breach of the Privacy Policy or suspicious activity, ongoing incidents, or known or suspected violation of the WISP. Upon being informed of any such breach of the Privacy Policy or events covered under the WISP, the CCO shall take any such action he or she deems necessary or appropriate to enforce this Privacy Policy and, as may be applicable, otherwise comply with Regulation S-P.

The Data Protection Act (As Revised) (Cayman Islands)

Summary. The Data Protection Act (As Revised) (the "DPA") contains requirements based on internationally accepted principles of data privacy and is the principal legislation regulating general data privacy in the Cayman Islands. In essence, the DPA applies to the protection of personal information of residents of the Cayman Islands, including investor data. We are subject to the DPA since our Funds are formed in the Cayman Islands. 

Investor Data. By virtue of making an investment in any of our Funds (and associated interactions, including any subscriptions and/or contributions (whether past, present or future), including the recording of electronic communications or phone calls where applicable) or by virtue of an investor otherwise providing us with personal information on individuals connected with them as an investor (for example directors, trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents), investors will provide us with certain personal information which constitutes personal data within the meaning of the DPA ("Investor Data"). We may also obtain Investor Data from other public sources. Investor Data includes, without limitation, the following information relating to investors and/or any individuals connected with an individual as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to an investor's investment activity.

In our use of Investor Data, a Fund will be characterised as a "data controller" for the purposes of the DPA. A Fund's affiliates and delegates may act as "data processors" for the purposes of the DPA.

Who this Affects. This Privacy Policy is directly relevant to natural persons. If an individual is a corporate investor in a Fund (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with Investor Data on individuals connected to such investor for any reason in relation to their investment with us, this Privacy Policy will be relevant for those individuals and such individuals should be transmitted this document/should be otherwise advised its content.

How We May Use Personal Data. A Fund, as a data controller, may collect, store and use Investor Data for lawful purposes, including, in particular:

• where this is necessary for the performance of our rights and obligations under a subscription agreement and/or the constitutional and operational documents of a Fund;
• where this is necessary for compliance with a legal and regulatory obligation to which a Fund is subject (such as compliance with anti-money laundering, beneficial ownership transparency or FATCA/CRS requirements); and/or
• where this is necessary for the purposes of our legitimate interests and such interests are not overridden by a data subject's interests, fundamental rights or freedoms.

Additionally, service providers to a Fund may use Investor Data, for example to provide its services to the Fund or to discharge the legal or regulatory requirements that apply directly to it or in respect of which the Fund relies upon such service provider, but such use of Investor Data by a service provider will always be compatible with at least one of the aforementioned purposes for which we process Investor Data.

Investors will be contacted if Investor Data is required for other specific purposes (including, if applicable, any purpose that requires such investor's consent).

Data Protection Principles. Pursuant to the DPA, we must comply with the following data protection principles with respect of personal data which we possess, or which is processed on our behalf:

• First Principle: Personal data shall be processed fairly. In addition, personal data may be processed only if certain conditions are met, for example the data subject has consented to the processing, the processing is necessary for the performance of a contract to which the data subject is a party, or processing is required under a law or to protect the individual's vital interests.
• Second Principle: Personal data shall be obtained only for one or more specified, explicit and legitimate purposes, and shall not be further processed in any manner incompatible with that purpose or those purposes.
• Third Principle: Personal data shall be adequate, relevant and not excessive in relation to the purpose or purposes for which they are collected or processed. 
• Fourth Principle: Personal data shall be accurate and, where necessary, kept up to date.
• Fifth Principle: Personal data processed for any purpose shall not be kept for longer than is necessary for that purpose.
• Sixth Principle: Personal data shall be processed in accordance with the rights of data subjects under the DPA, for example subject access. 
• Seventh Principle: Appropriate technical and organizational measures shall be taken against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

• Eighth Principle: Personal data shall not be transferred to a country or territory unless that country or territory ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data. The eighth principle does not apply where the data subject has consented to the transfer or where the transfer is necessary for the performance of a contract which is in the interests of a data subject.

Why We May Transfer Investor Data.  In certain circumstances we and/or our authorised affiliates or delegates may be legally obliged to share Investor Data and other information with respect to an investor's interest in a Fund with the relevant regulatory authorities such as the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Cayman Islands Monetary Authority, the competent authority for purposes of the Beneficial Ownership Transparency Act (As Revised), the Internal Revenue Service, the Tax Information Authority, or other governmental agencies within or outside the United States. 

We anticipate disclosing Investor Data to parties who provide services to a Fund and their respective affiliates (which may include certain entities located outside the Cayman Islands or the European Economic Area). Such parties include, for example, the following who may either process personal data on our behalf or for their own lawful purposes in connection with services provided to the Fund.

(i) Administrators.

(ii) Accountants, Auditors, and Tax Preparers.

(iii) Custodians.

We may also need to provide Investor Data to investment funds into which a Fund invests for purposes of their compliance with legal and regulatory obligations (such as compliance with anti-money laundering and FATCA/CRS requirements).

The Data Protection Measures We Take.  Any transfer of Investor Data by us or our duly authorised affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorised affiliates and/or delegates shall apply appropriate technical and organisational information security measures designed to protect against unauthorised or unlawful processing of Investor Data, and against accidental loss or destruction of, or damage to, Investor Data.

We shall notify investors of any Investor Data breach that is reasonably likely to result in a risk to the interests, fundamental rights or freedoms of either a direct investor or those data subjects to whom the relevant Investor Data relates.

Inventory of Data Processors / Written Service Agreements. The Firm will maintain an inventory of personal data processors under the DPA, such as its administrator, Mainstream Fund Services, Inc. Those engagements will be evidenced by a written contract which requires the data processors to act only on instruction given by the Funds and which also requires the data processors to comply with obligations equivalent to those imposed in the Seventh Principle above. 

Responsible People. The Firm has appointed Tom Gull, its intellectual property specialist, to be responsible for reporting data breaches to the CCO and GC. The CCO and GC shall be responsible for receiving, reviewing and reporting any data breaches to the Ombudsman under the DPA. 

Offering Materials. As part of its annual review and update of offering materials (which typically takes place in the first quarter of each calendar year), the Firm will update its offering and subscription documentation to ensure that appropriate disclosures are made to fulfill each Fund’s obligation under the First Principle set forth above.