EFTA00286421

FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11/2010 WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 3. Item 1 Identifying Information Responses to this Item tell us who you are, where you are doing business, and how we can contact you. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): CORBIN CAPITAL PARTNERS, L.P. B. Name under which you primarily conduct your advisory business, If different from Item 1.A. CORBIN CAPITAL PARTNERS, L.P. List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business. C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.), enter the new name and specify whether the name change is of r your legal name or r your primary business name: D. If you are registered with the SEC as an Investment adviser, your SEC file number: E. If you have a number ("CRD Num ].assigned by FINRA's CRD system or by the IARD system, your CRD number: If your firm does not have a CRD number, skip this Item I.E. Do not provide the CRD number of one of your officers, employees, or affiliates. F. Principal Office and Place of Business (1) Address (do not use a P.O. Box): Number and Street 1: Number and Street 2: 590 MADISON AVENUE 31ST FLOOR City: State: Country: ZIP+4/Postal Code: NEW YORK NY UNITED STATES 10022 If this address is a private residence, check this box: r List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for registration, or are registered only, with the SEC, list the largest five offices in terms of numbers of employees. (2) Days of week that you normally conduct business at your principal office and place of business: 0 Monday-Friday Other: Normal business hours at this location: 8:30AM - 6:00PM (3) Telephone number at this location: EFTA00286421 (4) imil m r at this location: G. Mailing address, if different from your principal office and place of business address: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: YES NO I. Do you have World Wide Web site addresses? 0 If "yes," list these addresses on Section 1.1. of Schedule D. If a web address serves as a portal through which to access other information you have published on the World Wide Web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal address. Do not provide individual electronic mail addresses in response to this Item. J. Contact Employee: Name: Title: Telephone Number: Facsimile Number: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: Electronic mail (e-mail) address, if contact employee has one: The contact employee should be an employee whom you have authorized to receive information and respond to questions about this Form ADV. YES NO K. Do you maintain some or all of the books and records you are required to keep under o Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.K. of Schedule D. YES NO L. Are you registered with a foreign financial regulatory authority? 0 Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes", complete Section 1.L. of Schedule D. EFTA00286422 FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 2010 WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 3. Item 1 Identifying Information Responses to this Item tell us who you are, where you are doing business, and how we can contact you. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): CORBIN CAPITAL PARTNERS, L.P. B. Name under which you primarily conduct your advisory business, if different from Item 1.A. CORBIN CAPITAL PARTNERS, L.P. List on Section 1.8. of Schedule D any additional names under which you conduct your advisory business. C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.6.), enter the new name and specify whether the name change is of r your legal name or r your primary business name: D. If you are registered with the SEC as an investment adviser, your SEC file number: E. If you have a number ("CRD Numbibsigned by FINRA's CRD system or by the LARD system, your CRD number: If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. F. Principal Office and Place of Business (1) Address (do not use a P.O. Box): Number and Street 1: Number and Street 2: 590 MADISON AVENUE 31ST FLOOR City: State: Country: ZIP+4/Postal Code: NEW YORK NY UNITED STATES 10022 If this address is a private residence, check this box: r List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for registration, or are registered only, with the SEC, list the largest five offices in terms of numbers of employees. (2) Days of week that you normally conduct business at your principal office and place of business: Monday-Friday r Other: Normal business hours at this location: 8:30AM - 6:00PM EFTA00286423 (3) Tele hone number at this location: (4) Facsimile number at this location: G. Mailing address, if different from your principal office and place of business address: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: If this address is a private residence, check this box: r H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: YES NO I. Do you have World Wide Web site addresses? If "yes," list these addresses on Section 1.1. of Schedule D. If a web address serves as a portal through which to access other information you have published on the World Wide Web, you may list the portal without listing addresses for all of the other information. Some advisers may need to list more than one portal address. Do not provide individual electronic mail addresses in response to this Item. J. Contact Employee: Name: Title: Telephone Number: Facsimile Number: Number and Street 1: Number and Street 2: City: State: Country: ZIP+4/Postal Code: Electronic mail (e-mail) address, if contact employee has one: The contact employee should be an employee whom you have authorized to receive information and respond to questions about this Form ADV. YES NO K. Do you maintain some or all of the books and records you are required to keep under cr Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.K. of Schedule D. YES NO L. Are you registered with a foreign financial regulatory authority? r- a Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes", complete Section 1.L. of Schedule D. FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: Rev. ”1 1.1 Item 2 SEC Registration Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2 only if you are applying for SEC registration or submitting an annual EFTA00286424 updating amendment to your SEC registration. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A (1) through 2.A(11), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A(12). You: (1)have assets under management of $25 million (in U.S. dollars) or more; See Part 1A Instruction 2.a. to determine whether you should check this box. ✓ (2)have your principal office and place of business in Wyoming; ✓ (3)have your principal office and place of business outside the United States; ✓ (4)are an investment adviser (or sub-adviser) to an investment company registered under the Investment Company Act of 1940; See Part lA Instruction 2.b. to determine whether you should check this box. r (5)have been designated as a nationally recognized statistical rating organization; See Part 1A Instruction 2.c. to determine whether you should check this box. r (6)are a pension consultant that qualifies for the exemption in rule 203A-2(b); See Part 1A Instruction 2.d. to determine whether you should check this box. ✓ (7)are relying on rule 203A-2(c) because you are an investment adviser that controls, is controlled by, or is 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 the registered adviser; See Part 1A Instruction 2.e. to determine whether you should check this box. If you check this box, complete Section 2.A(7) of Schedule D. ✓ (8)are a newly formed adviser relying on rule 203A-2(d) because you expect to be eligible for SEC registration within 120 days; See Part IA Instruction 2.1 to determine whether you should check this box. If you check this box, complete Section 2.A(8) of Schedule D. ✓ (9) are a multi-state adviser relying on rule 203A-2(e); See Part 1A Instruction 2.g. to determine whether you should check this box. If you check this box, complete Section 2.A(9) of Schedule D. ✓ (10)are an Internet investment adviser relying on rule 203A-2(f); See Part 1A Instructions 2.h. to determine whether you should check this box. ✓ (11)have received an SEC order exempting you from the prohibition against registration with the SEC; If you checked this box, complete Section 2.A(11) of Schedule D. ✓ (12)are no longer eligible to remain registered with the SEC. EFTA00286425 See Part 1A Instructions 2.i. to determine whether you should check this box. B. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. If this is an initial application, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings you submit to the SEC. If this is an amendment to direct your notice filings to additional state(s), check the box(es) next to he state(s) that you would like to receive notice of this and all subsequent filings you submit o the SEC. If this is an amendment to your registration to stop your notice filings from going o state(s) that currently receive them, uncheck the boxes) next to those state s . r AL r ID r MO 7 PA r AK r IL r MT r PR r AZ r IN r NE r RI r AR r IA r NV r SC r CA r KS r NH r SD r co r KY r NJ r TN r CT r LA r NM r Tx r DE r ME r NY r UT r DC r MD r NC r VT r FL r MA r ND r VI r GA r MI r OH r VA r GU r mm r OK r WA r HI r ms r OR r WV r WI If you are amending your registration to stop your notice filings from going to a state that currently receives them and you do not want to pay that state's notice filing fee for the coming year, your amendment must filed before the end of the year (December 31). FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11 2010 Item 3 Form Of Organization A. How are you organized? C Corporation r Sole Proprietorship r Limited Liability Partnership (LLP) 0 Partnership C Limited Liability Company (LLC) r Other (specify): If you are changing your response to this Item, see Part /A Instruction 4. EFTA00286426 B. In what month does your fiscal year end each year? December C. Under the laws of what state or country are you organized? State: Country: Delaware UNITED STATES FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: RR Rev. Item 4 Successions YES NO A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser? If "yes," complete Item 4.B. and Section 4 of Schedule D. B. Date of Succession: (mm/orwwv) EFTA00286427 If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4. FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS,■ IIARD/CRD Number: 130819 Rev. 11/2010 Item 5 Information About Your Advisory Business Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly-formed advisers for completing this Item 5. Employees A. Approximately how many employees do you have? Include full and part-time employees but do not include any clerical workers. EFTA00286428 • 1- 5 r 6-10 0 11-50 r 51-250 r 251-500 ✓ 501-1,000 More than If more than 1,000, how many? (round to the nearest 1,000) 1,000 B. (1) Approximately how many of these employees perform investment advisory functions (including research)? ✓0 r 1-5 r 6-10 11-50 r 51-250 If more than 1,000, how many? • 251-500 • 501-1,000 More than (round to the nearest 1,000) 1,000 (2) Approximately how many of these employees are registered representatives of a broker- dealer? 0 ✓ 1-5 r 6-10 r11-50 r 51-250 ✓ 251-500 ✓ 501-1,000 r More than If more than 1,000, how many? (round to the nearest 1,000) 1,000 If you are organized as a sole proprietorship, include yourself as an employee in your responses to Items 5.A(1) and 5.8(2). If an employee performs more than one function, you should count that employee in each of your responses to Item 5.8(1) and 5.8(2). (3) Approximately how many firms or other persons solicit advisory clients on your behalf? • 0 1-5 r 6-10 11-50 r 51-250 ✓ 251-500 r 501-1,000 More than If more than 1,000, how many? (round to the nearest 1,000) 1,000 In your response to Item 5.8(3), do not count any of your employees and count a firm only once -- do not count each of the firm's employees that solicit on your behalf. Clients C. To approximately how many clients did you provide investment advisory services during your most-recently completed fiscal year? • 0 • 110 o 11-25 r 26-100 r 101-250 If more than 500, how many? • 251-500 • More than 500 (round to the nearest 500) D. What types of clients do you have? Indicate the None Up 11- 26- 51- More approximate percentage that each type of client to 25% 50% 75% Than comprises of your total number of clients. 10% 75% (1) Individuals (other than high net worth a r c- r r r individuals) (2) High net worth Individuals o r r r r r (3) Banking or thrift institutions a r r. r C r (4) Investment companies (including mutual funds) o r r r C r (5) Pension and profit sharing plans (other than () e r r r e plan participants) (6) Other pooled investment vehicles (e.g., hedge EFTA00286429 funds) r r r r r 0 (7) Charitable organizations 0 r r r r r (8) Corporations or other businesses not listed r r r r r above (9) State or municipal government entities 0 r r r c r (10) Other: o r r r r r The category "Individuals" Includes trusts, estates, 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, check "None" In response to Item 5.D(4). Compensation Arrangements E. You are compensated for your investment advisory services by (check all that apply): 0(1) A percentage of assets under your management r (2) Hourly charges ✓ (3) Subscription fees (for a newsletter or periodical) (4) Fixed fees (other than subscription fees) ✓ (5) Commissions (6) Performance-based fees ✓ (7) Other (specify): Assets Under Management YES NO F. (1) Do you provide continuous and regular supervisory or management services to o r securities portfolios? (2) If yes, what is the amount of your assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary: (a) $ 2661053956.00 (d) 14 Non-Discretionary: (b) $ 68529012.00 (e) 2 Total: (c) $ 2729582968.00 (f) 16 Part 1A Instruction 5.b. explains how to calculate your assets under management. You must follow these instructions carefully when completing this Item. Advisory Activities G. What type(s) of advisory services do you provide? Check all that apply. ✓ (1) Financial planning services ✓ (2) Portfolio management for individuals and/or small businesses ✓ (3) Portfolio management for investment companies 113 (4) Portfolio management for businesses or institutional clients (other than investment companies) ✓ (5) Pension consulting services EFTA00286430 ✓ (6) Selection of other advisers ✓ (7) Publication of periodicals or newsletters ✓ (8) Security ratings or pricing services ✓ (9) Market timing services (10) Other (specify): PORTFOLIO MANAGEMENT FOR POOLED INVESTMENT VEHICLES Do not check Item 5.G(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940. H.If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 1-10 r 11-25 26-50 r 51-100 r 101-250 r 251-500 r More than 500 If more than 500, how many? (round to the nearest 500) I. If you participate in a wrap fee program, do you (check all that apply): ✓ (1) sponsor the wrap fee program ? ✓ (2) act as a portfolio manager for the wrap fee program? If you are a portfolio manager for a wrap fee program, list the names of the programs and their sponsors in Section 5.1(2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients , or you advise a mutual fund that is offered through a wrap fee program, do not check either Item 5.1(1) or 5.1(2). FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS L.P. IIARD/CRD Number: Rev. 11 2010 Item 6 Other Business Activities In this Item, we request information about your other business activities. A. You are actively engaged in business as a (check all that apply): ✓ (1) Broker-dealer ✓ (2) Registered representative of a broker-dealer (3) Futures commission merchant, commodity pool operator, or commodity trading advisor r (4) Real estate broker, dealer, or agent r (5) Insurance broker or agent r (6) Bank (including a separately identifiable department or division of a bank) r (7) Other financial product salesperson (specify): YES NO EFTA00286431 B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than C giving investment advice)? (2) If yes, is this other business your primary business? r If "yes," describe this other business on Section 6.8. of Schedule D. YES NO (3) Do you sell products or provide services other than investment advice to your advisory clients? FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRA N i Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: Rev. 11/2010 Item 7 Financial Industry Affiliations In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients. Item 7 requires you to provide information about you and your related persons. Your related persons are all of your advisory affiliates and any related person that is under common control with you. A. You have a related person that is a (check all that apply): ✓ (1) broker-dealer, municipal securities dealer, or government securities broker or dealer ✓ (2) investment company (including mutual funds) ri (3) other investment adviser (including financial planners) II (4) futures commission merchant, commodity pool operator, or commodity trading advisor ✓ (5) banking or thrift institution ✓ (6) accountant or accounting firm ✓ (7) lawyer or law firm ✓ (8) insurance company or agency EFTA00286432 r (9) pension consultant r (10) real estate broker or dealer (11) sponsor or syndicator of limited partnerships If you checked Items 7.A.(1) or (3), you must list on Section 7.A. of Schedule D all your related persons that are investment advisers, broker-dealers, municipal securities dealers, or government securities broker or dealers. Yes No B. Are you or any related person a general partner in an investment-related limited C partnership or manager of an investment-related limited liability company, or do you advise any other "private fund" as defined under SEC rule 203(b)(3)-1? If "yes," for each limited partnership or limited liability company, or (if applicable) private fund, complete Sec: ion 7 of Schedule 0 . If, however, you are an SEC- registered adviser and you have related persons that are SEC-registered advisers who are the general partners of limited partnerships or the managers of limited liability companies, you do not have to complete section ;'.B of Schedule 0 with respect to those related advisers' limited partnerships or limited liability companies. To use this alternative procedure, you must state In the Miscellaneous Section of Schedule D :(1) that you have related SEC-registered investment advisers that manage limited partnerships or limited liability companies that are not listed in Section 7.8. of Schedule D ; (2) that complete and accurate information about those limited partnerships or limited liability companies is available in Section 7.8. of Schedule D of the Form ADVs of your related SEC-registered advisers; and (3) whether your clients are solicited to invest in any of those limited partnerships or limited liability companies. FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: Rev. 1.1 :3101 Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. Like Item 7, this information identifies areas In which conflicts of interest may occur between you and your clients. Like Item 7, Item 8 requires you to provide information about you and your related persons. Proprietary Interest in Client Transactions A. Do you or any related person: Yes No (1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A(1) or (2))? Sales Interest in Client Transactions B. Do you or arty related person: Yes No EFTA00286433 (1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2) recommend purchase of securities to advisory clients for which you or any related o C person serves as underwriter, general or managing partner, or purchaser representative? (3) recommend purchase or sale of securities to advisory clients for which you or any C 0 related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion C. Do you or any related person have discretionary authority to determine the: Yes No (1) securities to be bought or sold for a client's account? 0 C (2) amount of securities to be bought or sold for a client's account? 0 C (3) broker or dealer to be used for a purchase or sale of securities for a client's o C account? (4) commission rates to be paid to a broker or dealer for a client's securities 0 C transactions? D. Do you or any related person recommend brokers or dealers to clients? C 0 E. Do you or any related person receive research or other products or services other than C 0 execution from a broker-dealer or a third party in connection with client securities transactions? F. Do you or any related person, directly or indirectly, compensate any person for client 0 C referrals? In responding to this Item 8.F., consider in your response all cash and non-cash compensation that you or a related person gave any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11 2010 Item 9 Custody In this Item, we ask you whether you or a related person has custody of client assets and about your custodial practices. A. (1) Do you have custody of any advisory clients': Yes No (a) cash or bank accounts? 0 C (b) securities? 0 C If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person maintains client funds or securities as a qualified custodian but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person. EFTA00286434 (2) If you checked "yes" to Item 9.A(1)(a) or (b), what is the amount of client funds and securities and total number of clients for which you have custody: U.S. Dollar Amount Total Number of Clients (a)$ 2661053956 (b) 14 If your related person serves as qualified custodian of client assets, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). Instead, include that information in your response to Item 9.8.(2). B. (1) Do any of your related persons have custody of any of your advisory clients': Yes No (a) cash or bank accounts? 0 (b) securities? 0 You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2) If you checked "yes" to Item 9.6.(1)(a) or (b), what is the amount of client funds and securities and total number of clients for which your related persons have custody: U.S. Dollar Amount Total Number of Clients (a)$ 1763868150 (b) 8 C. If you or your related persons have custody of client funds or securities, check all the following that apply: (1) A qualified custodian(s) sends account statements at least quarterly to the investors in r the pooled investment vehicle(s) you manage. (2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools. (3) An independent public accountant conducts an annual surprise examination of client r funds and securities. (4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities. If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. D. Do you or your related persons act as qualified custodians for your clients in connection Yes No with advisory services you provide to clients? (1) you act as a qualified custodian (2) your related persons act as qualified custodians 0 If you checked "yes" to Item 9.D.(2), list in Section 9.D. of Schedule D all your related persons that act as qualified custodians for your clients in connection with advisory services you provide to clients (you do not have to list broker-dealers already identified as qualified custodians in Section 7.A. of Schedule D). E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced: OMB: 3235-0049 EFTA00286435 FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number Rey!1 101 Item 10 Control Persons In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are submitting an initial application, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your Initial application, you must complete Schedule C. YES NO Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10 of Schedule D. OMB: 3235-0049 EFTA00286436 FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11 2010 Item 11Disclosure Information In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are. If you are registered or registering with the SEC, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A(1), 11.A (2), 11.8(1), 11.B(2), 11.D(4), and 1134(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed. You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11. For "ves" answers to the following Questions, complete a Criminal Action DRP; A. In the past ten years, have you or any advisory affiliate: YES NO (1) been convicted of or plead guilty or nolo contendere ("no contest") in a domestic, C 0 foreign, or military court to any felony? (2) been charged with any felony? 0 If you are registered or registering with the SEC, you may limit your response to Item 11.A(2) to charges that are currently pending. B. In the past ten years, have you or any advisory affiliate: (1) been convicted of or plead guilty or nolo contendere ("no contest") in a domestic, C 0 foreign, or military court to a misdemeanor involving: investments or an Investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in 11.B(1)? 0 If you are registered or registering with the SEC, you may limit your response to Item 11.8(2) to charges that are currently pending. EFTA00286437 For "yes" answers to the following questions. complete a Regulatory Action DRP: C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: YES NO (1) found you or any advisory affiliate to have made a false statement or omission? r 0 (2) found you or any advisory affiliate to have been involved in a violation of SEC or C 0 CFTC regulations or statutes? (3) found you or any advisory affiliate to have been a cause of an investment-related C business having its authorization to do business denied, suspended, revoked, or restricted? (4) entered an order against you or any advisory affiliate in connection with 0 investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: (1) ever found you or any advisory affiliate to have made a false statement or 0 omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of 0 investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment- C related business having its authorization to do business denied, suspended, revoked, or restricted? (4) in the past ten years, entered an order against you or any advisory affiliate in 0 connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or C 0 license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organization or commodities exchange ever: (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been Involved in a violation of its rules r 0 (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)? (3) found you or any advisory affiliate to have been the cause of an investment- 0 related business having its authorization to do business denied, suspended, revoked, or restricted? (4) disciplined you or any advisory affiliate by expelling or suspending you or the 0 advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted C 0 to you or any advisory affiliate ever been revoked or suspended? G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.? For "yes" answers to the following Questions. complete a Civil Judicial Action DRP: EFTA00286438 H. (1) Has any domestic or foreign court: YES NO (a) in the past ten years, enjoined you or any advisory affiliate in connection with C 0 any investment-related activity? (b) ever found that you or any advisory affiliate were involved In a violation of 0 investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related C 0 civil action brought against you or any advisory affiliate by a state or foreign financial regulatory authority? (2) Are you or any advisory affiliate now the subject of any civil proceeding that 0 could result in a "yes" answer to any part of Item 11.H(1)? FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11/201 Item 12 Small Business The SEC is required by the Regulatory Flexibility Act to consider the effect of Its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7. Answer this Item 12 only if you are registered or registering with the SEC ardi you indicated in response to Item 5.F(2)(c) that you have assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration. For purposes of this Item 12 only: • Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger). • Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person. YES NO A. Did you have total assets of $5 million or more on the last day of your most recent C C fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C. B. Do you: (1) control another investment adviser that had assets under management of $25 C C million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 C C million or more on the last day of its most recent fiscal year? C. Are you: (1) controlled by or under common control with another investment adviser that had C C assets under management of $25 million or more on the last day of its most EFTA00286439 recent fiscal year? (2) controlled by or under common control with another person (other than a natural r r person) that had total assets of $5 million or more on the last day of its most recent fiscal year? FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: Rev. 11/2010 Part 2 Brochures Note: These documents are available as Portable Document Format (PDF) files. If you do not have the Adobe Acrobat Reader to view PDF files, please click here to download. Brochures Brochure Name Date Submitted Date Last Confirmed CORBIN CAPITAL PARTNERS. 03/31/2011 L.P. PART 2A OF FORM ADV EFTA00286440 FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11 2010 Form ADV, Schedule A Direct Owners and Executive Officers 1. Complete Schedule A only if you are submitting an initial application. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information. 2. Direct Owners and Executive Officers. List below the names of: (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required and cannot be more than one individual), director, and any other individuals with similar status or functions; (b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-In-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (Ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (c) if you are organized as a partnership, lal general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital; (d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (II) if managed by elected managers, all elected managers. 3. Do you have any indirect owners to be reported on Schedule B? CI Yes No 4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is EFTA00286441 an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer Is an Individual. 5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6. Ownership codes NA - less than 5% B - 10% but less than D - 50% but less than are: 25% 75% A - 5% but less than C - 25% but less than E - 75% or more 10% 50% 7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column. FULL LEGAL NAME DE/FE/ITitle or Status Date Title or Ownership Control P RD No. If None: (Individuals: Last Status Code Person S. No. and Date Name, First Name, Acquired •f Birth, IRS Tax Middle Name) MM/YYYY No., or Employer ID No. MCHALE STUART, I CHIEF 04/2004 B 1, N TRACY, KAREN EXECUTIVE OFFICER ANSELMO, I CHIEF 03/2004 NA Y N ANTHONY, JAMES OPERATING OFFICER CORBIN CAPITAL DE GENERAL 02/2005 D Y PARTNERS GROUP, PARTNER LLC I FRIEDMAN, DANIEL, I GENERAL 01/2008 NA Y EVAN COUNSEL I LERNER CCP DE LIMITED 08/2006 B N HOLDINGS LLC PARTNER I ANSELMO, I CHIEF 07/2004 NA Y N ANTHONY, JAMES COMPLIANCE OFFICER CARLINO, STEVEN I CHIEF 03/2009 NA Y FINANCIAL OFFICER BERGSTROM, I CO-CHIEF 01/2010 A Y CRAIG, GARY INVESTMENT OFFICER BEN-UR, DAVID, I CO-CHIEF 01/2010 A Y MARK INVESTMENT OFFICER FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IIARD/CRD Number: Rev. 11 201 EFTA00286442 Form ADV, Schedule B Indirect Owners 1. Complete Schedule B only if you are submitting an initial application. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information. 2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below: (a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers. 3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given. 4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. 5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6. Ownership codes C - 25% but less than E - 75% or more are: 50% D - 50% but less than F - Other (general partner, trustee, or elected 75% manager) 7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column. FULL LEGAL DE/FE/IEntity in Which Status Date Ownership Control PRCRD No. If NAME Interest is Status Code Person None: 5.5. (Individuals: Last Owned Acquired No. and Name, First MM/YYYY Date of Name, Middle Birth, IRS Name) Tax No. or Employer ID No. SWIECA, HENRY, I DUBIN & CO- 06/1989 D Y N ALEXANDER SWIECA CHAIRMAN EFTA00286443 CAPITAL MANAGEMENT, INC. DUBIN, GLENN, I DUBIN & CO- 06/1989 D Y N RUSSELL SWIECA CHAIRMAN CAPITAL MANAGEMENT, INC. DUBIN & SWIECA DE CORBIN SOLE 11/1997 E V N CAPITAL CAPITAL OWNER MANAGEMENT, PARTNERS INC. GROUP, LLC LERNER, NORMA I LERNER CCP MEMBER 08/2006 E \Y N HOLDINGS LLC FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. JIARD/CRD Number: Rev. 11/2010 Form ADV, Schedule D ection 1.5. Other Business Names rList your other business names and the jurisdictions in which you use them. You must complete a eparate Schedule D for each business name. No Information 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 Page 1 for each location. If you are applying for registration, or are registered, only with the SEC, list only the largest five (in terms of numbers of employees). No Information Filed Section 1.I. World Wide Web Site Addresses List your World Wide Web site addresses. You must complete a separate Schedule ID for each World Wide Web site address. World Wide Web Site Address: WWW.CORBINCAPITAL.COM Section 1.K. Locations 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 ID Page 1 for each location. Name of entity where books and records are kept: PUSTORINO, PUGLISI & CO., LLP Number and Street 1: Number and Street 2: 515 MADISON AVENUE City: State: Country: ZIP+4/Postal Code: NEW YORK NY UNITED STATES 10022 If this address is a private residence, check this box: r EFTA00286444 Tele hone Number: Facsimile number: This is chec c one): • one of your branch offices or affiliates. 111 third-party unaffiliated recordkeeper. • other. Briefly describe the books and records kept at this location. CERTAIN DOCUMENTATION AND SUPPORT RELATING TO THE ACCOUNTING RECORDS OF THE ADVISER ARE KEPT AT THIS LOCATION. Name of entity where books and records are kept: GRM INFORMATION MANAGEMENT SERVICES Number and Street 1: Number and Street 2: P.O. BOX 35539 City: State: Country: ZIP+4/Postal Code: NEWARK NJ UNITED STATES 07193-5539 If this address is a private residence, check this box: r • er This is (check one): • one of your branch offices or affiliates. • a third-party unaffiliated recordkeeper. Bother. Briefly describe the books and records kept at this location. CERTAIN DOCUMENTATION AND SUPPORT RELATING TO THE ACCOUNTING RECORDS OF THE ADVISER AND DOCUMENTATION RELATING TO FORMER MANAGERS IN WHICH THE ADVISER'S CLIENTS INVESTED. Section 1.L. Registration with Foreign Financial Regulatory Authorities List the name, in English, of each foreign financial regulatory authority and country with which you are registered. You must complete a separate Schedule D Page 2 for each foreign financial regulatory authority with whom you are registered. No Information Filed 'Section 2.A(7) Affiliated Adviser No Information Filed Section 2.A(8) Newly Formed Adviser If you are relying on rule 203A-2(d), 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: r 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. r 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. (Section 2.A(9) Multi-State Adviser EFTA00286445 If you are relying on rule 203A-2(e), 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: r I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 30 or more states to register as an investment adviser with the securities authorities in those states. r 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 25 states to register as an investment adviser with the securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation: r 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 25 states to register as an investment adviser with the securities authorities in those states. 'Section 2.A(11) SEC Exemptive Order No Information Filed Section 4 Successions Complete the following Information if you are succeeding to the business of a currently-registered investment adviser. If you acquired more than one firm in the succession you are reporting on this Form ADV, you must complete a separate Schedule D Page 3 for each acquired firm. See Part IA Instruction 4. No Information Filed Section S.I(2) Wrap Fee Programs If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule D Page 3 for each wrap fee program for which you are a portfolio manager. No Information Filed Section 6.B. Description of Primary Business No Information Filed Section 7.A. Affiliated Investment Advisers and Broker-Dealers You must complete the following information for each related person investment adviser and broker-dealer. You must complete a separate Schedule D Page 3 for each listed related person. (1) Legal Name of Related Person: HIGHBRIDGE CAPITAL MANAGEMENT, LLC (2) Primary Business Name of Related Person: HIGHBRIDGE CAPITAL MANAGEMENT, LLC (3 Related Person is (check only one box): Investment Adviser EFTA00286446 ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have r r you overcome the presumption that you are not operationally Independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) Related Person's CRD Number (if any): (1) Legal Name of Related Person: HIGHBRIDGE CAPITAL MANAGEMENT (HONG KONG), LIMITED (2) Primary Business Name of Related Person: HIGHBRIDGE CAPITAL MANAGEMENT (HONG KONG), LIMITED (3,2Zelated Person is (check only one box): I cUl Investment Adviser ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in r connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) Related Person's CRD Number (if any): (1) Legal Name of Related Person: HIGHBRIDGE CAPITAL MANAGEMENT (UK), LTD. (2) Primary Business Name of Related Person: HIGHBRIDGE CAPITAL MANAGEMENT (UK), LTD. EFTA00286447 (3) Related Person is (check only one box): UP Investment Adviser ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) 801- Related Person's CRD Number (if any): (1) Legal Name of Related Person: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC (2) Primary Business Name of Related Person: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC (3) RelatedPerson is (check only one box): 12 Investment Adviser r Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in ✓ r connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have ✓ r you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) Related Person's CRD Number (if any): (1) Legal Name of Related Person: HIGHBRIDGE PRINCIPAL STRATEGIES (UK), LLP (2) Primary Business Name of Related Person: HIGHBRIDGE PRINCIPAL STRATEGIES (UK), LLP EFTA00286448 (a) Related Person is (check only one box): U Investment Adviser ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in ✓ r connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have ✓ r you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) Related Person's CRD Number (if any): (1) Legal Name of Related Person: HIGHBRIDGE MEZZANINE PARTNERS, LLC (2) Primary Business Name of Related Person: HIGHBRIDGE MEZZANINE PARTNERS, LLC (latelated Person is (check only one box): Investment Adviser ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in ✓ r connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have ✓ r you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) Related Person's CRD Number (if any): (1) Legal Name of Related Person: CVC III PARTNERS LLC EFTA00286449 (2) Primary Business Name of Related Person: CVC III PARTNERS LLC (3,112elated Person is (check only one box): Investment Adviser ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in r r connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) 801- Related Person's CRD Number (If any): (1) Legal Name of Related Person: TALPION FUND MANAGEMENT LP (2) Primary Business Name of Related Person: TALPION FUND MANAGEMENT LP (3) Related Person is (check only one box): Investment Adviser ✓ Broker-Dealer ✓ Dual (Investment Adviser and Broker-Dealer) Yes No (4) If the related person is a broker-dealer, is it a qualified custodian for your clients in connection with advisory services you provide to clients? (5) If you are registering or registered with the SEC and you have answered "yes," have r r you overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)(2)-(d)(5)) from the related person broker-dealer, and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person ? Related Person Adviser's SEC File Number (if any) 801- Related Person's CRD Number (if any): 'Section 7.B. Limited Partnership Participation or Other Private Fund Participation EFTA00286450 You must complete a separate Schedule D Page 4 for each limited partnership in which you or a related person is a general partner, each limited liability company for which you or a related person is a manager, and each other private fund that you advise. Name of Limited Partnership, Limited Liability Company, or other Private Fund: PINEHURST PARTNERS, L.P. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest In the limited partnership, limited liability company, or other private fund? Des r No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 13% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 1679560769 Name of Limited Partnership, Limited Liability Company, or other Private Fund: PINEHURST PLUS, L.P. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? Yes No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 60704138 Name of Limited Partnership, Limited Liability Company, or other Private Fund: THE OVERLOOK PERFORMANCE FUND Name of General Partner or Manager: CORBIN CAPITAL PARTNERS, L.P. If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule EFTA00286451 203(b)(3)-1? Yes No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes ° No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 678206771 Name of Limited Partnership, Limited Liability Company, or other Private Fund: PINEHURST INSTITUTIONAL LTD. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS, L.P. If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes O No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other Investor: $ 5000000 urrent value of the total assets of the limited partnership, limited liability company, or other private fund: $ 1219132132 Name of Limited Partnership, Limited Liability Company, or other Private Fund: FORT TRYON EQUITIES FUND, LTD. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS, L.P. If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes ° No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% EFTA00286452 Minimum investment commitment required of a limited partner, member, or other Investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: 24627763 Name of Limited Partnership, Limited Liability Company, or other Private Fund: FORT TYRON EQUITIES FUND, L.P. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? Iles r No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 6% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 25422220 Name of Limited Partnership, Limited Liability Company, or other Private Fund: CORBIN STRATEGY FUND - MACRO LTD. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS, L.P. If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? C Yes O No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 50000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 60404413 Name of Limited Partnership, Limited Liability Company, or other Private Fund: CORBIN STRATEGY FUND - MACRO MASTER, LTD. Name of General Partner or Manager: EFTA00286453 CORBIN CAPITAL PARTNERS, L.P. If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? Dy es r No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 6% Minimum investment commitment required of a limited partner, member, or other investor: $0 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 60206897 Name of Limited Partnership, Limited Liability Company, or other Private Fund: DYNAMIC OPPORTUNITY FUND, LTD. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS, L.P. If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes ° No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 158574621 Name of Limited Partnership, Limited Liability Company, or other Private Fund: ASGI CORBIN MULTI-STRATEGY FUND, LLC Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes ° No Approximately what percentage of your clients have Invested In this limited partnership, limited EFTA00286454 liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 50000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: 26962121 Name of Limited Partnership, Limited Liability Company, or other Private Fund: KINGSBRIDGE PARTNERS, L.P. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, Is this a "private fund" as defined under SEC rule 203(b)(3)-1? C Yes C No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? I3Yes C No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 13% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 97535478 Name of Limited Partnership, Limited Liability Company, or other Private Fund: KINGSBRIDGE PARTNERS, LTD. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS, If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? C Yes C No Are your clients solicited to Invest in the limited partnership, limited liability company, or other private fund? Dyes C No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 6% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 29180249 Name of Limited Partnership, Limited Liability Company, or other Private Fund: EFTA00286455 RIVERSIDE OPPORTUNITIES FUND, L.P. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, Is this a "private fund" as defined under SEC rule 203(b)(3)-1? Yes No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? Yes ° No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 15207029 Name of Limited Partnership, Limited Liability Company, or other Private Fund: CORBIN OPPORTUNITY FUND, L.P. Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r. No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? ales - No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 25% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 166100810 Name of Limited Partnership, Limited Liability Company, or other Private Fund: FORT GEORGE INVESTMENTS, LLC Name of General Partner or Manager: CORBIN CAPITAL PARTNERS MANAGEMENT, LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other EFTA00286456 private fund? CIYes r No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 13% Minimum investment commitment required of a limited partner, member, or other investor: $0 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 21184757 Name of Limited Partnership, Limited Liability Company, or other Private Fund: TALPION EQUITY PARTNERS LP Name of General Partner or Manager: TALPION EQUITY GENERAL PARTNER LLC If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes a No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other private fund: $ 269212096 Name of Limited Partnership, Limited Liability Company, or other Private Fund: TALPION EQUITY PARTNERS OFFSHORE LTD Name of General Partner or Manager: TALPION FUND MANAGEMENT LP If you are registered or registering with the SEC, is this a "private fund" as defined under SEC rule 203(b)(3)-1? r Yes r No Are your clients solicited to invest in the limited partnership, limited liability company, or other private fund? r Yes o No Approximately what percentage of your clients have invested in this limited partnership, limited liability company, or other private fund? 0% Minimum investment commitment required of a limited partner, member, or other investor: $ 5000000 Current value of the total assets of the limited partnership, limited liability company, or other EFTA00286457 rivate fund: 0 Section 9.C. Independent Public Accountant You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Page 4 for each independent public accountant. (1) Name of the Independent public accountant: ERNST & YOUNG (2) The location of the independent public accountant's office responsible for the services provided: Number and Street 1: Number and Street 2: PO BOX 510GT - REGATTA OFFICE PARK LEEWARD 4, 2ND FLOOR, WEST BAY ROAD City: State: GEORGE TOWN Country: ZIP+4 / Postal Code: CAYMAN ISLANDS If this address is a private residence, check this box: r Yes No (3) Is the independent public accountant registered with the Public Company Accounting 0 Oversight Board? (4) If yes to (3) above, is the independent public accountant subject to regular 0 inspection by the Public Company Accounting Oversight Board in accordance with its rules? (5) The independent public accountant is engaged to: A. 12 audit a pooled investment vehicle B.r perform a surprise examination of clients assets C.r prepare an internal control report Yes No (6) Does the report prepared by the Independent public accountant that audited the 0 pooled Investment vehicle or that examined internal controls contain an unqualified opinion? (1) Name of the independent public accountant: PRICEWATERHOUSECOOPERS LLP (2) The location of the independent public accountant's office responsible for the services provided: Number and Street 1: Number and Street 2: PRICEWATERHOUSECOOPERS CENTER 300 MADISON AVENUE EFTA00286458 City: State: NEW YORK New York Country: ZIP+4 / Postal Code: 10017 UNITED STATES If this address Is a private residence, check this box: r Yes No (3) Is the independent public accountant registered with the Public Company Accounting 0 r Oversight Board? (4) If yes to (3) above, is the independent public accountant subject to regular g r inspection by the Public Company Accounting Oversight Board in accordance with Its rules? (5) The independent public accountant is engaged to: A. rai audit a pooled investment vehicle B. r perform a surprise examination of clients assets C. r prepare an internal control report Yes No (6) Does the report prepared by the independent public accountant that audited the r pooled investment vehicle or that examined internal controls contain an unqualified opinion? Section 9.D. Related Person Qualified Custodian No Information Filed Section 10 Control Persons You must complete a separate Schedule D Page 4 for each control person not named in Item 1.A. or Schedules A, B, or C that directly or indirectly controls your management or policies. No Information Filed Schedule D - Miscellaneous You may use the space below to explain a response to an Item or to provide any other information. CORBIN CAPITAL PARTNERS, L.P. HAS A RELATED SEC-REGISTERED INVESTMENT ADVISER THAT MANAGES LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES THAT ARE NOT LISTED IN SECTION 7.B. OF OUR SCHEDULE D. COMPLETE AND ACCURATE INFORMATION ABOUT THOSE LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES IS AVAILABLE IN SECTION 7.B. OF SCHEDULE D OF FORM ADV OF OUR RELATED SEC-REGISTERED ADVISER. NONE OF OUR CLIENTS IS SOLICITED TO INVEST IN ANY OF THOSE LIMITED PARTNERSHIPS OR LIMITED LIABILITY COMPANIES. CERTAIN CLIENTS OF CORBIN CAPITAL PARTNERS, L.P. ("INVESTOR FUNDS") INVEST IN OTHER CLIENTS OF CORBIN CAPITAL PARTNERS, L.P. ("INVESTEE FUNDS"), EITHER PURSUANT TO A MASTER-FEEDER STRUCTURE OR OTHERWISE. ASSETS UNDER MANAGEMENT FOR EACH INVESTEE FUND DISCLOSED IN SCHEDULE D, SECTION 7.8. INCLUDE ASSETS OF THE RELEVANT INVESTOR FUND(S). ASSETS OF EACH INVESTOR FUND ARE ALSO LISTED SEPARATELY IN SCHEDULE D, SECTION 7.8. TOTAL ASSET FIGURES DISCLOSED IN THIS DOCUMENT ARE ROUNDED AND ARE PRESENTED AS OF JANUARY 1, 2011 EXCEPT THOSE FOR TALPION EQUITY EFTA00286459 'PARTNERS LP AND TALPION EQUITY PARTNERS OFFSHORE LTD WHICH ARE PRESENTED AS OF MARCH 1, 2011. FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: Rev. 1.1 :)101 . Form ADV, DRPs CRIMINAL DISCLOSURE REPORTING PAGE (ADV) No Information Filed REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) No Information Filed CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) No Information Filed EFTA00286460 FORM ADV OMB: 3235-0049 UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION Primary Business Name: CORBIN CAPITAL PARTNERS, L.P. IARD/CRD Number: Rev. 11/2010 Form ADV, Signature Page DOMESTIC INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial application for SEC registration and all amendments to registration. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order Instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mall, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or EFTA00286461 arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: Date: MM/DD/YYYY ANTHONY ANSELMO 03/31/2011 Printed Name: Title: ANTHONY ANSELMO CHIEF COMPLIANCE OFFICER vi r CRD Number: ON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE ou must complete the following Execution Page to Form ADV. This execution page must be signed nd attached to your initial application for SEC registration and all amendments to registration. 1. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each f the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any ther state in which you are submitting a notice filing, as your agents to receive service, and agree hat such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree hat such service may be made by registered or certified mail, in any federal or state action, dministrative proceeding or arbitration brought against you in any place subject to the jurisdiction f the United States, if the action, proceeding, or arbitration (a) arises out of any activity in onnection with your investment advisory business that is subject to the jurisdiction of the United tates, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment ompany Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing. 2. Appointment and Consent: Effect on Partnerships If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership issolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners. EFTA00286462 3. Non-Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of Its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: Date: MM/DD/YYYY Printed Name: Title: Adviser CRD Number: State Registered Investment Adviser Execution Page You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial application for state registration and all amendments to registration. 1. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the legally designated officers and their successors, of the state in which you maintain your principal office and place of business and any other state in which you are applying for registration or amending your registration, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are applying for registration or amending your registration. 2. State-Registered Investment Adviser Affidavit If you are subject to state regulation, by signing this Form ADV, you represent that, you are in compliance with the registration requirements of the state in which you maintain your principal EFTA00286463 place of business and are in compliance with the bonding, capital, and recordkeeping requirements of that state. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, Including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature Date MM/DD/YYYY limber Printed Name Title EFTA00286464