EnTrust Global Partners LLC (“Partners”), a Delaware limited liability company, commenced business
operations in February 1999. EnTrust Global Partners Offshore LP (“Offshore”), a Delaware limited partnership,
commenced business operations in December 1999. Blue Ocean GP LLC (“BO GP”), a Delaware limited
liability company, commenced business operations in June 2018. Offshore and BO GP are investment
advisers relying on the SEC registration of Partners. Unless otherwise noted, references herein to “Advisor”
generally refers collectively to Partners, Offshore and BO GP.
On May 2, 2016, the EnTrust business combined with that of the Permal Group, a Legg Mason subsidiary and
global alternative asset manager that was established in 1973 and acquired by Legg Mason in 2005. Gregg
S. Hymowitz, the Managing Partner of EnTrust, or entities controlled by him, received a 35% ownership stake
in the combined group of companies. Legg Mason retained a 65% ownership stake.
On July 31, 2020, EnTrust Global (“EG” or the “Firm”) completed its return to an independent, private
company after closing on a previously reported transaction with Franklin Resources pursuant to which EG
reacquired the 65% interest that Legg Mason, Inc. held in EG. Mr. Hymowitz, founder of the Firm, is the
Chairman and Chief Executive Officer of EG, oversees the investment management function of the Advisors
and is responsible for managing the EG business on a day-to-day basis. The Management Committee and
Global Investment Committee of EG are chaired by Mr. Hymowitz.
Description of Advisory Services
EnTrust Global’s business platform offers a variety of investment opportunities across a range of asset classes,
strategies, and liquidity profiles, in both the public and private markets. The Firm provides commingled
solutions as well as customized, bespoke portfolios.
Hedge Fund Solutions: The Advisor provides discretionary investment advisory services to commingled private
funds of hedge funds as part of a multi-strategy platform, which includes the firm’s co-investment strategy
(“Hedge Fund Solutions”). These funds are offered primarily to institutional and private client investors. The
funds are managed according to the objectives and policies described in their respective offering
documents (discussed more fully in Item 8). EnTrust Global leverages an extensive network of investment
partners as well as our inhouse structuring capabilities to provide a diverse range of exposures that emphasize
our expertise across credit, equity, and macro strategies, while offering improved economics.
Strategic Partnerships/Separately Managed Accounts: The Advisor offers institutional clients and high net
worth individuals the flexibility of investing through individually customized managed accounts or single
investor fund structures (collectively, “Strategic Partnerships”), which invest directly in underlying investment
vehicles, special purpose funds, Hedge Fund Solutions and/or co-investment or direct investment
opportunities. The Strategic Partnerships, which may invest pari-passu with the Commingled Funds (defined
below), may follow a strategy sub-set or may follow a differentiated investment strategy specifically tailored
to suit the relevant investor’s investment objectives and guidelines. The Advisor may provide advisory services
to Strategic Partnerships on a discretionary or non-discretionary basis.
Blue Ocean Maritime Finance: EnTrust Global’s maritime finance strategy (“Blue Ocean”) – which is part of
the firm’s broader maritime-focused Blue Ocean Group – was launched in 2016 to capitalize on the demand
for alternative sources of liquidity in the sector given the retrenchment of “traditional” bank lenders. The Blue
Ocean strategy focuses on private debt/direct lending opportunities in connection with small- and medium-
sized companies in the maritime sector, including the origination of asset-backed financings and
opportunistic purchases of such loans. The strategy also opportunistically invests in second lien, mezzanine,
lease and equity structures. The Blue Ocean strategy is managed by the Firm’s Blue Ocean Team, which has
a dedicated investment committee. The Blue Ocean strategy is comprised of both commingled funds and
Strategic Partnerships (collectively, the “Blue Ocean Funds”). BO GP serves as the general
partner/discretionary manager for Blue Ocean.
Blue Ocean 4Impact: The Blue Ocean team has combined its maritime financing and investment experience
with a sustainability mandate, by launching the Blue Ocean 4Impact fund (“BO 4Impact”). The sole
investment of BO4Impact is Purus Marine Holdings LP, a maritime shipping company launched by EG, whose
objective is to own environmentally-advanced ships and lease them to large corporate operators and end-
users, in order to help the maritime industry reduce carbon emissions and other pollution, and transition to a
more sustainable future.
Unless otherwise noted, references herein to: (i) “Commingled Funds” shall refer to all commingled private
investment funds managed by the Advisor across a range of asset classes, including Hedge Fund Solutions
and Blue Ocean; and (i) “Funds” shall collectively refer to the Commingled Funds, the Strategic Partnerships,
and the Blue Ocean Funds.
The Advisor may manage other funds in the future with investment strategies that may or may not be similar
to those of the Funds, including funds that make direct investments in securities, loan portfolios or other
financial products. Certain of the Funds may invest all or substantially all of their assets in a master fund.
Investor transparency and communication have been a cornerstone of the Advisor’s culture since inception.
The Advisor strives to be at the forefront of investor transparency and communication by providing to
investors information received from underlying managers, aggregated and summarized in a clear and
concise fashion, and distributed on a timely basis. These investor communications typically include not only
monthly and quarterly reports regarding investment performance, but also updates regarding significant
events in the financial markets and the opportunity to attend an annual “Investor Summit” where underlying
managers and our internal maritime specialists discuss market views and investment strategies. In addition,
the Advisor takes a proactive approach to risk management and, through the use of third-party software
and a dedicated internal operational due diligence team, has instituted extensive risk management
procedures that pervade all aspects of the initial and ongoing due diligence process as it relates to the
selection and monitoring of underlying managers (See Item 8). The Advisor has a formal Global Investment
Committee (“GIC,”), separate strategy-specific investment committees (the “Sub-Committees”) (see Item 8
below) and an Operating Committee (“OC”). The GIC is responsible for the review and oversight of the
Advisor’s investment strategies, primary review and oversight for which is conducted by the Sub-Committees.
Availability of Customized Vehicles
The Advisor may establish individually customized managed accounts or single investor fund structures for
certain investors. Customization can assume various forms based on specific investor preferences relating
to, among other things: (a) returns; (b) liquidity; (c) volatility; (d) exposure to specific investment strategies,
asset classes, managers, and/or geographies; (e) tail risk protection solutions for a strategic partner’s broader
portfolio; and/or (f) middle and back office solutions. Aside from portfolio construction and composition
issues, such arrangements may afford transparency through periodic calls and meetings with the Advisor’s
key investment professionals and its underlying managers to provide real-time information regarding the
strategic partner’s particular investments, account balances, specific trades, liquidity analyses, risk
aggregation analyses and performance on portfolio- and manager-specific levels. Additionally, one of the
Advisor’s investment analysts is assigned to each such arrangement to handle questions and issues that may
arise on a day-to-day basis.
The terms of such arrangements are subject to negotiations between the Advisor and the investor and, as
such, will vary across such arrangements and may be different than the terms for the Funds, including, without
limitation, the right to receive reports on a more frequent basis or to receive reports that include information
not provided to other investors, the right to pay a reduced incentive allocation/fee and/or management
fee and such other rights as may be negotiated between the Advisor and such investor.
The establishment of such customized vehicles may involve the withdrawal and/or the transfer of investments
in underlying investment vehicles or direct investments within a timeframe or in a manner outside of the terms
set forth in the Fund’s offering documentation or on terms not offered to other investors. In considering
whether to effect such a withdrawal/transfer, the Advisor will consider the impact, if any, on remaining
investors in the Fund regarding additional expenses to be borne, portfolio concentration or otherwise, and
will endeavor, where possible, to make such terms available to other investors in the Fund.
Such customized arrangements will not be entered into if the Advisor determines that any such proposed
arrangement disadvantages or otherwise negatively impacts the ability of the Advisor to provide the desired
level of advisory services to other investors.
Customized vehicles may create potential conflicts of interest in the allocation of investment opportunities
among the various customized arrangements and between the customized arrangements and the Advisor’s
Commingled Funds. The Advisor has adopted an allocation policy intended to mitigate such potential
conflicts of interest. (See item 6).
Customized vehicles and vehicles that pursue a co-investment strategy may invest directly in another fund
managed by the Advisors (e.g., the Blue Ocean Funds). For such investments, the Advisors will receive a
Management Fee and/or Performance Allocation (as defined in Item 5 below) either at the customized
vehicle/co-investment portfolio level or at the Blue Ocean or underlying Fund level, but not at both levels.
Co-investments
The Advisor carefully considers investment opportunities presented by managers to source and gain
exposure to more concentrated opportunistic investments. The Advisor constantly evaluates ideas and asset
classes for potential co-investment opportunities, which may be investments that require additional capital
in excess of the amount that an underlying portfolio may be able or willing to invest or may be an
independent investment opportunity. Typically, co--investment opportunities are sourced in response to
market dislocations or involve manager led catalysts. Co-investments may be accessed through a particular
Fund, a dedicated portfolio within a Fund, a special purpose fund or through a direct Investment by a Fund
or through taking an ownership interest in a management company of a third-party investment manager or
otherwise.
With respect to investing in co-investments, the Advisor will generally seek to make investment decisions on
a fair and equitable basis over time, based on the respective investment guidelines of the relevant Funds
and after taking into account such factors as the Advisor deems appropriate, including without limitation,
the relative amounts of capital available for investment, capital contributions or outflows, the investment
programs, strategies, guidelines and restrictions of each Fund, the existing portfolio composition of the Fund,
the sizing of the positions, relative weightings of the positions in the respective portfolios, price targets or stop-
loss targets of the position as it relates to the particular Fund or co-investor, legal, tax and regulatory
considerations of each Fund, the potential impact an investment could have on subsector distribution,
liquidity, exposure guidelines, concentration limits, diversification needs and other portfolio characteristics
and other relevant considerations. For example, the Advisor may choose to trim a position in one Fund
because it is hitting a concentration limit but hold the same position in the other Funds or for other co-
investors.
There are certain conflicts of interest that investors should be aware of as a result of these co-investment
arrangements from both a preferential treatment standpoint, as well as conflicts resulting from side-by-side
management of co-investment vehicles alongside the Funds. The Advisor could be incentivized to over-
allocate well performing investments to co-investment vehicles in order to increase receipt of performance
compensation. The Advisor has addressed these conflicts by adopting its Allocation Policy, which outlines
the general allocation procedures regarding investments, including co-investments (See Item 6 below).
Generally, the Advisor will seek to fully exit or realize an investment at the same time and price for all
investment vehicles participating in the co-investment Funds and co-investors on a pro rata basis, but may
take into account liquidity of the position, withdrawal/redemption requests, the pressure that large sales may
place on the stock price, regulatory filing obligations and other relevant factors.
Certain co-investors, based on, among other things, the structure of the vehicle through which they are
investing and the applicable investment mandate, may receive earlier and/or more detailed reporting than
Fund investors. As a result of having potentially greater transparency on co-investment(s), such co-investors
may have the ability to make decisions with respect to their investment distinct from, and potentially
advantageous to, that of those co-investing through other structures or with other
investment mandates.
Expenses associated with a proposed co-investment opportunity that does not come to fruition, such as
where the purchase price moves drastically so the investment thesis is no longer compelling, will only be
borne by the eligible Funds and investors that would have participated in such investment.
Managed Account Platform
Permal Managed Account Platform (the “Platform”): Originally part of the legacy Permal business prior to
the business combination with EnTrust in 2016, these are Funds managed by unaffiliated third-party
investment managers (each, a “PMAP Fund”) for which Offshore serves as portfolio monitor. The Platform
may be offered to investors with enhanced transparency and reporting requirements from underlying
managers, among other features. A separate investment vehicle is organized for each third-party investment
manager and is used to aggregate investments made with that manager by multiple clients of Offshore and
its investment advisory affiliates. In its capacity as portfolio monitor to the PMAP Funds, Offshore performs
various tasks, including, but not limited to, conducting due diligence of the third-party investment managers,
internal legal, compliance, accounting and other services and making recommendations to the
independent Board of Directors for the PMAP Funds (the “Board”) regarding the hiring and retention of
managers for such PMAP Funds. The Board for each PMAP Fund retains the ultimate authority regarding such
PMAP Fund’s investment strategy and its hiring and retention of the third-party investment manager.
As compensation for providing portfolio monitoring services, Offshore receives an expense reimbursement or
“chargeback” from the PMAP Funds, a fixed fee currently set at 10 bps of average assets under management
for each PMAP Fund investor in any year (the “Chargeback”). The Chargeback is intended to be sufficient
to cover the costs attributable to the time spent by Offshore’s personnel in providing the portfolio monitoring
services. The amount of the Chargeback is subject to the sole discretion and approval of the independent
Board for the PMAP Funds, on an annual basis, based on their review and assessment of the reasonableness
of the Chargeback, taking into consideration, among other things, the amount and nature of the portfolio
monitoring services provided by Offshore. PMAP Fund investors will be notified of any change in the
Chargeback prior to its implementation. The Chargeback is in addition to any management and incentive
fees and expenses borne by PMAP Fund investors, both at the Fund level and at the third-party investment
manager level.
Portfolio monitoring services provided to any particular PMAP Fund in any given year may not be the same
as provided to other PMAP Funds, may vary from year to year and services may not be provided to a
particular PMAP Fund in a given year. Offshore has sole discretion in deciding whether to allocate investment
assets to a PMAP Fund or to another Fund managed by the Advisor, that may follow a substantially similar
investment strategy to that of a PMAP Fund and may have an overall lower cost structure to investors. EnTrust
Global investors will not be notified by the Advisor of its decision to invest a portion of such investor’s assets in
a PMAP Fund or of the factors that led to this decision. In exercising its discretion in this regard, the Advisor
will consider the relative value of the benefits offered by the Platform as it relates to a particular investor and
in view of any additional costs to be incurred by the investor. Notwithstanding any decision by the Advisor to
invest an investor’s assets in a PMAP Fund, there is no guarantee that enhanced transparency and/or
reporting will be provided by any PMAP Fund, at what level or frequency that transparency and/or reporting
may occur, or that such transparency/reporting will actually exceed the level/frequency provided by the
third-party investment manager in a commingled investment vehicle it manages that follows a substantially
similar investment strategy to that of a PMAP Fund. Additionally, there is no guarantee that should enhanced
transparency be received, that such transparency will result in additional portfolio gains or mitigation of losses
in the relevant PMAP Fund. Offshore has a conflict of interest because it is incentivized to allocate such assets
to the Platform because of its ability to receive the Chargeback from investors that invest in the PMAP Fund.
Although it is intended that this conflict of interest is mitigated by the veto power of the Chief Risk Officer, as
a member of the Advisor’s GIC, over any new investment or additional investment allocation, there is no
guarantee that this will occur. The roles of the GIC and the Sub-Committees are more fully discussed in Item
8 below.
The Commingled Funds, including, but not limited to, EnTrust Special Opportunities Funds II, III and IV and the
Blue Ocean Funds, do not currently invest in the Platform and, therefore, are not subject to the Chargeback.
Certain PMAP Funds may not be subject to the Chargeback due to regulatory or other restrictions. Any
questions regarding the Chargeback, including the investors to which the Chargeback applies, should be
directed to the CCO.
Special Purpose Acquisition Vehicle
EG Acquisition Corp. is a special purpose acquisition company sponsored by EnTrust Global and GMF
Capital, LLC (“GMF”), formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
EG Acquisition Corp. raised $225 million in its initial public offering and commenced trading on May 26, 2021.
None of the Funds invested in the initial public offering. The shares of Class A common stock and the warrants
are listed on the NYSE under the symbols “EGGF” and “EGGFW,” respectively. In addition, to better align
the founders’ interests with those of investors, a three-year lockup applies to the founders’ shares in EG
Acquisition Corp. Mr. Hymowitz is Chief Executive Officer and a director of EG Acquisition Corp. Gary Fegel,
founder and Chairman of GMF Capital, is the chairman of EG Acquisition Corp. On October 17, 2022, EG
Acquisition Corp. entered into a business combination agreement with flyExclusive, a leading provider of
premium private jet charter experiences, pursuant to which the two companies will combine into one
company upon the consummation of the transaction. (See Item 8 for investment risk factors relating to the
SPAC).
Internal Controls
The Advisor has established a Compliance and Conflicts Committee (the “Committee”) to enhance the
independence of oversight and controls relating to the Advisor’s compliance policies and procedures and
to identify, address and resolve existing and potential conflicts of interest that may arise across the Advisor’s
business practices.
The Committee includes members of the Compliance Team and John H. Walsh (former Associate Director-
Chief Counsel for the SEC’s Office of Compliance Inspections and Examinations and a current Partner at the
law firm of Eversheds Sutherland) as Independent Legal/Compliance Advisor to the Committee. Issues may
be identified for consideration by the Committee through senior management’s daily interaction with
employees, as well as the regular meetings of the OC, the GIC and the Sub-Committees (discussed below).
Formal meetings are generally conducted on a monthly basis, even when no particular issue is identified for
consideration, although the Committee may meet more frequently as issues arise. Notes of meetings are
prepared and maintained. In addition, the Independent Legal/Compliance Advisor and/or the CCO or his
designee typically conduct quarterly training sessions for the Advisor’s personnel regarding compliance issues
and considerations.
Finally, the Committee discusses on an ongoing basis the Firm’s business practices and relationships as well
as how to best mitigate and monitor the inventory of identified and anticipated risks.
Although not required, at the request of the Advisor, PwC, one of the Funds’ independent auditor, prepares
a SOC-1 Type 2 Report on Controls Placed in Operations. This report is used by the Advisor to further review
and assess its own operational controls on an ongoing basis. The most recent SOC 1 Type 2 Report is as of
March 31, 2022. Copies of SOC-1 Type 2 Reports are sent to investors.
COVID-19
Since the end of February 2020, the Advisor has taken numerous steps to protect the health and safety of
employees and to ensure that business operations continue seamlessly in response to the COVID-19
pandemic. These steps included, among other things, restricting and subsequently prohibiting business travel,
activation of the Firm’s business continuity plan, closing all offices and requiring all employees to work
remotely, the formation of a new internal group dedicated solely to monitoring business operations during
the pandemic, increased oversight of critical vendors, enhanced communications with and disclosure to
investors, making medical experts available on a series of calls with our investors to provide the latest
information regarding the pandemic and correspondence with regulators.
The Legal/Compliance Group also has monitored and addressed, and continues to monitor and address,
ongoing pandemic-related regulatory developments. On March 25, 2020, the SEC issued guidance
regarding disclosure and other securities law obligations that companies should consider with respect to the
COVID-19 pandemic, including the sharing of confidential information and selective disclosure prohibitions.
The SEC guidance was the focus of several different compliance measures taken by the Firm. The CCO
circulated this guidance and other emails to the Firm as a training exercise. Disclosure regarding increased
market volatility and general unpredictability in the financial markets as a result of the pandemic was
included in various investor reports. The Legal/Compliance Group also responded accordingly to inquiries
from the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Autorité des Marchés Financiers in
France, each of which inquired about the activation of the Firm’s business continuity plan and as to how
business was being conducted remotely. The CCO and Deputy CCO also participated in three conferences
conducted by FINRA for small firms as well as pandemic-related compliance sessions hosted by law firms and
compliance consultants. On May 1, 2020, the CCO conducted a compliance training session for the Firm.
This session covered insider trading, investor communication, marketing materials and firmwide systems and
controls.
As noted in Item 8, although EnTrust Global implemented numerous steps to protect employees and ensure
business operations continued seamlessly throughout the COVID-19 pandemic, there is no assurance that
such measures will work effectively at all times in the future. As of February 22, 2022, absent special
circumstances, employees were required to return to work at the Advisor’s offices.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE FACTORS
The Advisor recognizes the importance of environmental, social and governance (“ESG”) issues in the
general operation of its business and has established a Corporate Responsibility Committee that is responsible
for providing support to the Advisor’s ongoing commitment to the environment, health and safety, corporate
social responsibility and sustainability. In the course of the Advisor’s continued efforts and innovation to serve
its clients, the Advisor, through its ESG Investment Committee, strives to integrate ESG factors within the
investment process, as applicable and appropriate within the investment mandate or as requested by the
client. The Advisor takes a pragmatic approach to ESG factors and engagement, and typically prefers to
seek constructive engagement over simple negative screening. Given the diverse nature of the business
described above, the Advisor does not believe a narrowly defined or “one size fits all” approach to ESG
factors would be suitable or practical. Instead, the Advisor looks to incorporate ESG considerations or
engagement into the investment process for its various products, where it believes it is appropriate and in
compliance with the Advisor’s ESG Investment Policy, as well as in any customized mandates managed for
clients who request that ESG factors be part of their investment mandate (if any).
Cybersecurity
In response to the increasing number of cyber-attacks across different industries and increased regulatory
focus on financial firms’ preparedness to protect information and systems and to respond to such attacks,
the Advisor conducts an ongoing assessment of its technology systems and controls.
Our assessment particularly focuses on supervisory controls over, and protection of, systems and confidential
information, operational capabilities of systems and where these systems could be improved to provide
better protection, preparedness to respond to cyber-attacks, the drafting of written policies and procedures
and vendor management.
No cybersecurity program can anticipate and prevent all types of cyber-attacks (please refer to
“Cybersecurity Risk” under Item 8). The Advisor has invested significant time and resources in strengthening
and upgrading its internal controls and systems. This includes an entire infrastructure upgrade of its server
environment, having an external vulnerability assessment conducted and strengthening the monitoring of
potential threat activity and other controls. The Advisor will continue to monitor its cybersecurity program
and spend the necessary time and resources to implement upgrades as necessary.
As of December 31, 2022, the Advisor managed approximately $11,605,473,827 in assets on a discretionary
basis and $66,700,357 in assets on a non-discretionary basis.