A. The Adviser is a Delaware limited partnership and has its principal place of business in New
York, New York. Interests in the Funds are offered to certain sophisticated, qualified investors,
including: high net worth individuals, retirement plans, trusts, partnerships, corporations, or
other businesses.
1
The Adviser was formed in 2011 by Macellum Advisors GP, LLC and the Adviser’s chief
executive officer and portfolio manager, Jonathan Duskin (the “Principal”), who is the ultimate
beneficial owner of the Adviser.
B. The Adviser provides discretionary investment advisory services to various open-end pooled
investment vehicles operating as private funds (each a “Fund” and, collectively, the “Funds”).
The Adviser’s primary investment objective is to generate positive risk-adjusted returns. The
Adviser employs an opportunistic, value-oriented investment strategy supported by an
analytical, fundamental research approach to identifying and assessing intrinsic value. In
certain instances, the Adviser seeks to employ an activist strategy, whereby the Adviser and or
its Clients attempt to exert influence or control of management of the companies in which it or
its Clients invest. In such instances, the Adviser may form a group with one or more unrelated
entities to act in concert in order to exert larger influence to implement the strategy.
C. While each of its Clients will follow the general strategy stated above, the
Adviser may tailor
the specific advisory services with respect to each Client based on the particular investment
objectives and strategies described in the applicable Client’s (i) confidential offering
memorandum or separate account agreement (as applicable) and (ii) governing documents,
including but not limited to an investment management agreement (referred to collectively as
“Governing Documents”).
All discussion of the Clients in this Brochure, including but not limited to their
investments, the strategies used in managing the Clients, and conflicts of interest faced by
the Adviser in connection with the management of the Clients are qualified in their
entirety by reference to each Client’s respective Governing Documents.
D. The Adviser does not participate in wrap fee programs.
E. As of December 31, 2022, the Adviser managed approximately $189,095,539 in discretionary
regulatory assets under management and $0 in non-discretionary regulatory assets under
management.
1 As a registered investment adviser, the Adviser owes a fiduciary duty to all of its clients. In 2006, the
decision by the Court of Appeals for the D.C. Circuit in Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. June 23,
2006), with respect to private funds, clarified that the “client” of an investment adviser to a private fund is
the fund itself and not an investor in the fund.