PRIVATE ADVISORS ESTIMATED PERFORMANCE SUMMARY1 March 2016 Performance Update Annualized Net Performance2 Standard as of March 31, 2016 MTD YTD Since Deviation Since Return Return 1-Year 3-Year 5-Year Inception Inception Low Volatility Multi-Strategy Funds Inception: June 1998 Private Advisors Stable Value Fund, Ltd.3 -0.05% -0.83% -6.30% -0.32% 1.41% 5.58% 3.61% PA Stable Value Fund, Ltd.4 -0.05% -0.83% -6.30% -0.33% 1.38% 5.54% 3.60% Private Advisors Stable Value ERISA Fund, Ltd.5 -0.03% -0.76% -5.67% -0.11% 1.48% 5.68% 3.59% HFRI Fund of Funds Conservative Index6 -0.03% -2.21% -3.67% 2.00% 1.63% 3.52% 4.04% Barclays Aggregate Bond Index7 0.92% 3.03% 1.96% 2.50% 3.78% 5.25% 3.43% S&P 500 Total Return Index8 6.78% 1.35% 1.78% 11.82% 11.58% 5.59% 15.53% Long/Short Equity Strategy Funds Inception: November 2001 Private Advisors Hedged Equity Fund (QP), Ltd.9 1.78% -4.34% -7.40% 2.56% 4.29% 5.21% 7.08% Private Advisors Hedged Equity Fund, Ltd.10 1.78% -4.34% -7.40% 2.57% 4.38% 4.55% 7.72% Private Advisors Hedged Equity Fund (QP), LP11 1.98% -4.11% -7.68% 2.47% 4.37% 5.04% 7.16% PA Hedged Equity Fund, LP12 1.98% -4.11% -7.68% 2.49% 4.38% 4.86% 7.12% HFRI Equity Hedge Index13 3.43% -1.66% -4.49% 2.59% 1.75% 4.84% 8.10% S&P 500 Total Return Index8 6.78% 1.35% 1.78% 11.82% 11.58% 6.85% 14.69% Barclays Aggregate Bond Index7 0.92% 3.03% 1.96% 2.50% 3.78% 4.65% 3.48% Past performance is not indicative of future results. Please see important disclosures on pages 4-5. MARKET COMMENTARY Equity markets rebounded sharply in March, recovering The three best performing S&P sectors in March were from January and February losses as oil prices began to Energy (+9.3%), Information Technology (+9.2%) and rise and worries about the global economy eased. The Utilities (+8.0%). Meanwhile, Health Care (+2.8%), S&P 500 TR Index was up 6.8% for month; while the Consumer Staples (+4.8%) and Telecommunications Russell 3000 Index returned 7.0%. Small-caps performed (+6.4%) were the worst performers. For the year, well in March but remain in negative territory for the year Telecommunications (+16.6%) and Utilities (+15.6%) due to January losses. Fundamentals appear less continue to lead performance by a considerable margin; attractive as first quarter corporate earnings have been while Health Care (-5.5%) and Financials (-5.1%) have revised downward substantially with 94 companies in the materially underperformed. S&P 500 issuing negative EPS guidance according to FactSet. Much of this negative guidance has been driven Developed non-U.S. equities generated strong returns in by a stronger U.S. dollar. March as the MSCI EAFE Index was up 6.7% for the month. The MSCI EAFE Index is still in negative territory Consumer confidence in the U.S. improved in March to for the 12-month period, down 7.1%. According to MSCI 96.2 (from 94.0 in February). The Institute for Supply country indices, equity markets in Germany, Austria and Management (ISM) Index increased to 51.8%, from Portugal were all up over 9% for the month. 49.5% in February. Three of the five component indexes, including new orders, production and supplier deliveries Emerging market equities rebounded sharply in March registered 50% or higher for the month; meanwhile from February’s loss and outperformed developed employment and inventories contracted. According to the markets. The MSCI Emerging Markets Index was up Bureau of Labor Statistics, the U.S. unemployment rate 13.3% for the month. In particular, markets in Brazil and increased slightly to 5.0%, while total nonfarm payroll Columbia had strong performance in March. The Dow employment increased by 215,000 in March. Jones Commodity Index had a gain of 3.8% in March driven primarily by price increases in precious metals. page 1 March 2016 Performance Update global macro, volatility arbitrage and short-biased credit S&P U.S. Sector Total Return Index Performance strategies. Sharp market reversals like we’ve seen in March 2016 and October 2015 have proven very MTD Return YTD Return challenging for fundamentally oriented and hedged Consumer Discretionary Sector 6.7% 1.6% managers to navigate. Consumer Staples Sector 4.8% 5.6% Merger arbitrage was a bright spot within both dedicated and multi-strategy portfolios, as evidenced by HBK’s Energy Sector 9.3% 4.0% strong performance. Corporate credit managers had mixed Financials Sector 7.3% -5.1% results, but overall the strategy was negative for the month due primarily to underperformance of Apollo Short Health Care Sector 2.8% -5.5% Credit. Several distressed managers that added risk during Industrials Sector 7.1% 5.0% the sharp sell-off in early February, including Redwood and Stonehill, were rewarded by the quick reversal in Information Technology Sector 9.2% 2.6% technical conditions. Managers that maintained a disciplined short book, including Apollo and Panning, Materials Sector 7.7% 3.6% suffered as high yield prices quickly reversed course. Telecommunications Sector 6.4% 16.6% Energy-related credits showed particular strength in conjunction with the rally in oil prices, in some cases more Utilities Sector 8.0% 15.6% than merited by fundamentals. Structured credit also rebounded in March as technical pressures subsided and Fixed income markets were positive for the month, and capital flowed into the more dislocated sectors. One the Barclays Aggregate Bond Index was up 0.9%. The William Street benefited from this rebound and from strongest performance in March came from non- adding marginal risk earlier in the year. Meanwhile, Tilden investment grade and distressed credit markets. High yield Park’s short positions in commercial mortgage backed credit produced gains with the BofA Merrill Lynch U.S. securities proved costly. High Yield Index up 4.4%. The BofA Merrill Lynch CCC and Lower U.S. High Yield Index rallied 10.2%, and the BofA The Funds’ global macro exposure was the largest Merrill Lynch U.S. Distressed High Yield Index gained detractor in March, with four of five managers generating 12.6% in March. U.S. investment grade credit also losses. However, Autonomy generated strong positive performed well, gaining 2.7%. performance driven by positions in Brazilian nominal and inflation-linked bonds, as well as in Colombian, Greek and The BofA Merrill Lynch 10-Year U.S. Treasury Index lost Ukrainian sovereign bonds. All other macro managers 0.2% in March with the 10-Year U.S. Treasury yield were negatively impacted by foreign exchange positions, increasing to 1.8% from last month. Investment grade including the euro, British pound and certain emerging yields ended March at 3.2%, and spreads on investment market currencies. Within volatility arbitrage, Parallax grade bonds tightened to 170 bps. High yield bond managed to end the month flat, but Argentiere was hurt spreads decreased to 705 bps, and CCC spreads by the collapse of implied volatility and significant decreased to 1,777 bps. compression in the VIX during the month. LOW VOLATILITY MULTI-STRATEGY LONG/SHORT EQUITY STRATEGY Private Advisors Stable Value Fund, Ltd., Private Advisors Private Advisors’ Hedged Equity portfolios were positive in Stable Value ERISA Fund, Ltd., and PA Stable Value Fund, March, but underperformed the S&P 500 Index for the Ltd. performance was flat for the month and roughly in month. line with the HFRI Fund of Funds Conservative Index’s return, according to early reporting. As mentioned, global Sessa, Impala and Crescent Park generated strong results financial markets experienced strong gains in March, for the month and were among the top contributors to continuing the rebound off mid-February’s lows. Most performance within the portfolio. Sessa benefited from equity-oriented and event driven hedge fund strategies concentration on the long side as a few of their names participated in the rally, but arbitrage and credit strategies outperformed in March. Several of Impala’s more cyclical were mixed, and global macro strategies generally longs outperformed during a month when markets were declined during the month. Within our portfolios, about almost universally positive. Crescent Park rebounded in half of the managers generated positive performance, but March after having a tough start to the year. Meanwhile, gains were equally offset by underperformance across Adelphi, Hound, SRS, and to a much lesser extent page 2 March 2016 Performance Update LONG/SHORT EQUITY STRATEGY (CONTINUED) positive results in the manager’s long book. Hound also struggled on the short side, and experienced losses from a Greenlight, were the only managers with negative long position in the healthcare space. performance for the month. Adelphi suffered losses related to names in the consumer discretionary and At the end of March, Private Advisors Hedged Equity Fund, consumer staples sectors and from short exposures in Ltd. and Private Advisors Hedged Equity Fund (QP), Ltd. Germany and the Netherlands. Negative performance in had market exposures of approximately 94% long, 48% SRS’s short portfolio during March more than offset short, 142% gross and 46% net invested. CONTACT INFORMATION Investor Relations Team (804) 433-1230 [email protected] www.privateadvisors.com page 3 March 2016 Performance Update 1 Past performance is not indicative of future results. This is neither an offer to subscribe nor a solicitation to invest in the funds. Such offer or solicitation will only be made to qualified investors by means of an authorized offering document and only in those jurisdictions where permitted by law. 2 2015 and 2016 estimates are unaudited, subject to change and are shown net of all expenses and management fees. Actual returns may differ from these reported results due to differences in contribution dates, fee structures and new issue eligibility. 3 The results portrayed for Private Advisors Stable Value Fund, Ltd. reflect the reinvestment of dividends and other earnings. Performance numbers and allocations for the period June 1, 1998 through March 31, 2001 are the results of Private Advisors Alternative Asset Fund (QP), LP, a former onshore, 3 (c)(7) companion fund to the Private Advisors Stable Value Fund, Ltd. Private Advisors Alternative Asset Fund (QP), LP began winding down in 2011 and, while there is no impact to the performance numbers and allocations presented herein, we note that the companion fund is no longer offered. Performance numbers and allocations after March 2001 are for the Private Advisors Stable Value Fund, Ltd. The Private Advisors Stable Value Fund, Ltd. commenced operations on April 1, 2001. Results shown are net of all expenses, incentive allocations as applicable and a 1.25% management fee charged to Private Advisors Stable Value Fund, Ltd. and previously charged to Private Advisors Alternative Asset Fund (QP), LP. Private Advisors, LLC, as investment manager, pursues the same investment objective and employs a similar mix of investment strategies in Private Advisors Stable Value Fund, Ltd. as done previously in the former companion fund, Private Advisors Alternative Asset Fund (QP), LP; except that Private Advisors Stable Value Fund, Ltd. generally invests in the offshore funds organized by each of the managers. While there was historically significant overlap in the managers used by the two funds, it should be specifically noted that they were not the same in all cases and even where the managers were the same the relative weightings differed. Effective January 1, 2007, the Private Advisors Stable Value Fund, Ltd. was restructured to utilize a master/feeder structure where the assets of the Private Advisors Stable Value Fund, Ltd. were invested in the Private Advisors Stable Value Master Fund, Ltd. 4 The results portrayed reflect the reinvestment of dividends and other earnings. Performance numbers and allocations for the period June 1, 1998 through March 31, 2001 are the results of Private Advisors Alternative Asset Fund (QP), LP, a former onshore, 3(c)(7) companion fund to the PA Stable Value Fund, Ltd. Private Advisors Alternative Asset Fund (QP), LP began winding down in 2011 and, while there is no impact to the performance numbers and allocations presented herein, we note that the companion fund is no longer offered. Performance numbers from April 2001 through July 2004 are the result of Private Advisors Stable Value Fund, Ltd., a 3(c)(7) companion fund to the PA Stable Value Fund, Ltd. The PA Stable Value Fund, Ltd. commenced operations on July 1, 2004. Results shown are net of all expenses, incentive allocations as applicable, and a 1.25% management fee charged to PA Stable Value Fund, Ltd. and previously charged to Private Advisors Alternative Asset Fund (QP), LP. Private Advisors LLC, as investment manager, will pursue the same investment objective and employ a similar mix of investment strategies in PA Stable Value Fund, Ltd. as done previously in the former companion fund, Private Advisors Alternative Asset Fund (QP), LP; except that the PA Stable Value Fund, Ltd. will generally invest in the offshore fund organized by each of the managers. While there was historically significant overlap in the managers used by the two funds, it should be specifically noted that they were not the same in all cases and even where the managers were the same the relative weightings differed. Effective January 1, 2007, the PA Stable Value Fund, Ltd. was restructured to utilize a master/feeder structure where the assets of the PA Stable Value Fund, Ltd. were invested in the Private Advisors Stable Value Master Fund, Ltd. ("PASVMF"). 5 The results portrayed for Private Advisors Stable Value ERISA Fund, Ltd. reflect the reinvestment of dividends and other earnings. Performance numbers and allocations for the period June 1, 1998 through March 31, 2001 are the results of Private Advisors Alternative Asset Fund (QP), LP, a former onshore, 3(c)(7) companion fund to the Private Advisors Stable Value ERISA Fund, Ltd. Private Advisors Alternative Asset Fund (QP), LP began winding down in 2011 and, while there is no impact to the performance numbers and allocations presented herein, we note that the companion fund is no longer offered. Performance numbers from April 2001 through February 2003 are the result of Private Advisors Stable Value Fund, Ltd., an offshore companion fund to the Private Advisors Stable Value ERISA Fund, Ltd. Performance numbers after February 2003 are the result of Private Advisors Stable Value ERISA Fund, Ltd. The Private Advisors Stable Value ERISA Fund, Ltd. commenced operations on March 1, 2003. Results shown are net of all expenses, incentive allocations as applicable and a 1.25% management fee charged to Private Advisors Stable Value ERISA Fund, Ltd. and previously charged to Private Advisors Stable Value Fund, Ltd. and Private Advisors Alternative Asset Fund (QP), LP. Private Advisors, LLC, as investment manager, pursues the same investment objective and employs a similar mix of investment strategies in Private Advisors Stable Value ERISA Fund, Ltd. as done previously in the former companion fund, Private Advisors Alternative Asset Fund (QP), LP; except that Private Advisors Stable Value ERISA Fund, Ltd. generally invests in the offshore funds organized by each of the managers. While there was historically significant overlap in the managers used by the two funds, it should be specifically noted that they were not the same in all cases and even where the managers were the same the relative weightings differed. 6 HFRI Fund of Funds Conservative Index - The Index is a non-investable product of conservative fund of funds. The index is equal weighted (fund weighted) with an inception of January 1990. 7 Barclays Capital Aggregate Bond Index (or “Barclays Aggregate Bond Index”) - Formerly known as Lehman Brothers Aggregate Bond Index. Index is a benchmark index made up of the Barclays Government/Corporate Bond Index, Mortgage-Backed Securities Index, and Asset-Backed Securities Index, including securities that are of investment-grade quality or better, have at least one year to maturity, and have an outstanding par value of at least $100 million. You cannot invest directly in the Index. 8 S&P 500 Total Return Index (or “S&P TR”) - The Index is an unmanaged index of 500 common stocks that is generally considered representative of the U.S. stock market. The Index is heavily weighted towards stocks with large market capitalizations. The Index assumes reinvestment of dividends and capital gains at net asset values. The Fund currently uses this Index as the broad-based securities market index for comparison purposes in reporting performance. You cannot invest directly in the Index. 9 The results portrayed reflect the reinvestment of dividends and other earnings. Performance numbers through February 28, 2003 are the results of Private Advisors Hedged Equity Fund (QP), LP, an onshore companion fund to the Private Advisors Hedged Equity Fund (QP), Ltd. Performance numbers from February 28, 2003 to December 31, 2003 are the result of Private Advisors Hedged Equity Fund, Ltd., an offshore, 3(c)1 companion fund to the Private Advisors Hedged Equity Fund (QP), Ltd. Performance numbers after December 31, 2003 are the result of the Private Advisors Hedged Equity Fund (QP), Ltd. The Private Advisors Hedged Equity Fund (QP), Ltd. commenced operations on January 1, 2004. Results shown are net of all expenses, incentive allocations as applicable, and a 1% management fee. Private Advisors LLC, as investment manager, will pursue the same investment page 4 March 2016 Performance Update objective and employ a substantially similar mix of investment strategies in the Private Advisors Hedged Equity Fund (QP), Ltd., the Private Advisors Hedged Equity Fund (QP), LP, and the Private Advisors Hedged Equity Fund, Ltd. It should be noted that the two offshore funds will generally invest in the offshore fund organized by each of the underlying managers, while the onshore 3(c)7 fund will generally invest in each underlying manager’s onshore fund. While it is anticipated that there will be significant overlap in the managers used by the onshore and offshore funds, they will not be the same in all cases, and even where the managers are the same, the relative weightings among managers may differ. Effective July 1, 2009, the Private Advisors Hedged Equity Fund (QP), Ltd. was restructured to utilize a master/feeder structure where the assets of the Private Advisors Hedged Equity Fund (QP), Ltd. were invested in the Private Advisors Hedged Equity Master Fund, Ltd. ("PAHEMF, Ltd."). 10 The results portrayed reflect the reinvestment of dividends and other earnings. Performance numbers through February 28, 2003 are the results of Private Advisors Hedged Equity Fund (QP), LP, an onshore, 3(c)7 companion fund to the Private Advisors Hedged Equity Fund, Ltd. Performance after February 28, 2003 is the result of Private Advisors Hedged Equity Fund, Ltd. The Private Advisors Hedged Equity Fund, Ltd. commenced operations on March 1, 2003. Results shown are net of all expenses, incentive allocations as applicable, and a 1% management fee. Private Advisors LLC, as investment manager, will pursue the same investment objective and employ a substantially similar mix of investment strategies in Private Advisors Hedged Equity Fund, Ltd. as in Private Advisors Hedged Equity Fund QP, LP, except that the Private Advisors Hedged Equity Fund, Ltd. will generally invest in the offshore fund organized by each of the managers. While it is anticipated that there will be significant overlap in the managers used by the two funds, it should be noted that they will not be the same in all cases, and even where the managers are the same, the relative weightings among managers may differ. Effective July 1, 2009, the Private Advisors Hedged Equity Fund, Ltd. was restructured to utilize a master/feeder structure where the assets of the Private Advisors Hedged Equity Fund, Ltd. were invested in the Private Advisors Hedged Equity Master Fund, Ltd. ("PAHEMF, Ltd."). 11 The results portrayed reflect the reinvestment of dividends and other earnings. Results shown are net of all expenses, incentive allocations as applicable, and a 1% management fee. Effective January 1, 2007, the Private Advisors Hedged Equity Fund (QP), LP was restructured to utilize a master/feeder structure where the assets of the Private Advisors Hedged Equity Fund (QP), LP were invested in the Private Advisors Hedged Equity Master Fund ("PAHEMF"). 12 The results portrayed reflect the reinvestment of dividends and other earnings. Performance numbers through December 31, 2003 are the results of Private Advisors Hedged Equity Fund (QP), LP, a 3(c)7 companion fund to the PA Hedged Equity Fund, LP fund. Performance for the period beginning January 1, 2004 is the result of PA Hedged Equity Fund, LP. The PA Hedged Equity Fund, LP commenced operations on January 1, 2004. Results shown are net of all expenses, incentive allocations as applicable, and a 1% management fee. Private Advisors LLC, as investment manager, will pursue the same investment objective and employ a substantially similar mix of investment strategies in PA Hedged Equity Fund, LP as in Private Advisors Hedged Equity Fund (QP), LP. While it is anticipated that there will be significant overlap in the managers used by the two funds, it should be noted that they will not be the same in all cases, and even where the managers are the same, the relative weightings among managers may differ. Effective January 1, 2007, the PA Hedged Equity Fund, LP was restructured to utilize a master/feeder structure where the assets of the PA Hedged Equity Fund, LP were invested in the Private Advisors Hedged Equity Master Fund ("PAHEMF"). 13 HFRI Equity Hedge Index - The Index is a non-investable product of equity hedge fund of funds. The index is equal weighted (fund weighted) with an inception of January 1990. In connection with our registration as an investment adviser under Section 203(c) of the U.S. Investment Advisers Act of 1940, Private Advisors’ Form ADV Part 2A (“Brochure Supplement”) will always be available to our existing investors by request or at http://www.adviserinfo.sec.gov. IMPORTANT DISCLOSURES AND RISK SUMMARY This presentation is intended solely for the recipient. By accepting this presentation, the recipient acknowledges that distribution to any other person is unauthorized, and any reproduction of this presentation, in whole or in part, or the divulgence of its contents, without the prior written consent of Private Advisors, LLC is strictly prohibited. This communication is not to be construed as an offer to sell or the solicitation of an offer to buy any security. Any such offer or solicitation can only be made by means of the delivery of a Confidential Memorandum, which contains a description of the significant risks involved in such an investment. All figures are estimated and unaudited unless otherwise noted and are shown net of all expenses, management fees and estimated incentive allocations. All figures reflect the reinvestment of dividends and other earnings, where applicable. Actual returns may differ from the reported results due to differences in contribution dates, fee structures and new issue eligibility. Past performance is not necessarily indicative of future results. Notwithstanding the foregoing, please note the following with respect to investment funds managed by Private Advisors, LLC: Investments in the Funds are meant for sophisticated investors and involve a high degree of risk. Investors can lose all or a substantial portion of their investment. Investment returns may be volatile. Investments in underlying funds may not be diversified. Funds of funds have substantial fees and expenses which may offset profits. Investments in the Funds are subject to significant restrictions on transfers. There is no secondary market for interests in the Funds and none is expected to develop. The underlying funds’ use of leverage in the course of their trading could exacerbate losses. These materials are not intended to constitute legal, tax or accounting advice or investment recommendations. Prospective investors should consult their own advisors regarding such matters. Securities managed by Private Advisors, LLC and distributed through NYLIFE Distributors LLC. 901 East Byrd Street, Suite 1400, Richmond, VA 23219. NYLIFE Distributors LLC is a Member of FINRA & SIPC. page 5 PART 2A OF FORM ADV: FIRM BROCHURE Contact: Kevin Rutherford PRIVATE ADVISORS, LLC RIVERFRONT PLAZA WEST 901 EAST BYRD STREET, SUITE 1400 RICHMOND, VA 23219 Telephone: (804) 289-6000 WWW.PRIVATEADVISORS.COM March 23, 2016 This Brochure provides information about the qualifications and business practices of Private Advisors, LLC (“Private Advisors”). If you have any questions about the contents of this Brochure, please contact Kevin Rutherford at (804) 289-6000 or by email at [email protected]. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority and references in this Brochure to Private Advisors as a “registered investment adviser” are not intended to imply a certain level of skill or training. Additional information about Private Advisors also is available on the SEC’s website at www.adviserinfo.sec.gov. ITEM 2 – MATERIAL CHANGES Private Advisors is updating its Brochure as part of an annual amendment dated March 23, 2016. The firm does not believe there are any material changes in this update. Included in this amendment are updates to our list of existing fund advisory clients and related risk disclosures, in addition to certain clarifying items. Private Advisors updated its brochure twice since its previous annual amendment filed on March 31, 2015. The first other-than-annual amendment was filed to reflect an arrangement for the payment of compensation by a financial industry affiliate for the referral of senior loan borrowers and private equity sponsors to the affiliate. The second other-than-annual amendment reflected the change in Chief Compliance Officer from James Shannon to Kevin Rutherford, previously Director of Compliance. Mr. Shannon has remained with the firm as Partner, Chief Financial Officer, and Chief Administrative Officer. ii ITEM 3 - TABLE OF CONTENTS Page ITEM 2 – MATERIAL CHANGES ............................................................................................... ii ITEM 3 - TABLE OF CONTENTS............................................................................................... iii ITEM 4 – ADVISORY BUSINESS ............................................................................................... 1 ITEM 5 – FEES AND COMPENSATION .................................................................................... 5 ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ............ 10 ITEM 7 – TYPES OF CLIENTS .................................................................................................. 11 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ....................................................................................................................................................... 12 ITEM 9 – DISCIPLINARY INFORMATION ............................................................................. 31 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............. 32 ITEM 12 – BROKERAGE PRACTICES ..................................................................................... 39 ITEM 13 – REVIEW OF ACCOUNTS........................................................................................ 41 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION...................................... 42 ITEM 15 – CUSTODY ................................................................................................................. 43 ITEM 16 – INVESTMENT DISCRETION ................................................................................. 44 ITEM 17 – VOTING CLIENT SECURITIES .............................................................................. 45 ITEM 18 – FINANCIAL INFORMATION ................................................................................. 46 iii ITEM 4 – ADVISORY BUSINESS A. General Description of Advisory Firm Private Advisors is a Delaware limited liability company that commenced operations in January 1997, became an SEC-registered investment adviser on July 6, 1998, and became registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator on July 24, 1998. On December 30, 2010, Private Advisors entered into a strategic alliance with New York Life Investments, a wholly owned subsidiary of New York Life Insurance Company. The Principal owner of Private Advisors is New York Life Insurance Company (“NYL”), which owns a substantial portion of Private Advisors through New York Life Investment Management Holdings, LLC (“NYLIM”), an intermediate subsidiary of NYL. Note that NYL is a mutual life-insurance company and does not have shareholders. B. Description of Advisory Services Private Advisors’ principal activity is providing institutional investors and high net worth clients with professional management of hedge fund and private equity investments, principally via funds-of-funds, including numerous U.S.-domiciled limited partnerships and Cayman-domiciled entities (each a “Fund” and together the “Funds”), and in some instances using a traditional master/feeder structure. Private Advisors may recommend investment allocations to private investment funds (“Portfolio Funds”) managed by unaffiliated investment managers (“Portfolio Managers”). Following is a list of the hedge fund and private equity Funds which primarily employ the fund-of-funds strategy (the “Funds-of- Funds”): 1) Private Advisors Stable Value ERISA Fund, Ltd. 2) Private Advisors Stable Value Master Fund, Ltd. 3) Private Advisors Stable Value Fund, Ltd. 4) PA Stable Value Fund, Ltd. 5) Private Advisors Hedged Equity Master Fund 6) Private Advisors Hedged Equity Fund (QP), LP 7) PA Hedged Equity Fund, LP 8) Private Advisors Hedged Equity Master Fund, Ltd. 9) Private Advisors Hedged Equity Fund (QP), Ltd. 10) Private Advisors Hedged Equity Fund, Ltd. 11) Private Advisors Distressed Opportunities Fund, LP 12) The Hedged Strategies Fund (QP), Ltd. 13) Private Advisors Small Company Buyout Fund II, LP 14) Private Advisors Small Company Buyout Fund III, LP 15) Private Advisors Small Company Buyout Fund IV, LP 16) Private Advisors Small Company Buyout Fund V, LP 17) Private Advisors Small Company Buyout V- ERISA Fund, LP 18) Private Advisors Small Company Private Equity Fund VI, LP 19) Private Advisors Small Company Private Equity Fund VI (Cayman), LP. 20) Private Advisors Small Company Private Equity Fund VII, LP 21) Private Advisors Small Company Private Equity Fund VII (Cayman), LP. 22) Cuyahoga Capital Partners I, L.P. 23) Cuyahoga Capital Partners II LP 24) Cuyahoga Capital Partners III LP 25) Cuyahoga Capital Partners IV LP 1 26) Cuyahoga Capital Emerging Buyout Partners LP 27) Private Advisors Secondary Fund V, LP 28) Private Advisors Real Assets Fund, LP The following Funds invest in a diversified portfolio of coinvestment opportunities whereby the Fund invests alongside a sponsor who leads all aspects of the transaction including due diligence, structuring, value creation, monitoring and exit strategy: 1) Private Advisors Coinvestment Fund, LP 2) Private Advisors Coinvestment Fund II, LP 3) Private Advisors Coinvestment Fund III, LP 4) Private Advisors Coinvestment Fund IV, LP 5) Private Advisors Small Company Coinvestment Fund, LP Private Advisors also serves as a sub-adviser to the following registered investment companies (the “RICs”): 1) Private Advisors Alternative Strategies Master Fund (the “Master RIC”) 2) Private Advisors Alternative Strategies Fund (the “Feeder RIC”) New York Life Investment Management LLC, an affiliate of Private Advisors, serves as the RICs’ investment manager. At this time, the RICs are closed to new investments and are in the process of being liquidated. Private Advisors also provides discretionary investment advisory services to the following direct investment hedge funds (collectively, the “Direct Investment Funds”): 1) Undiscovered Value Master Fund SPC (a Cayman Segregated Portfolio Company) (the “Master UVF”) 2) Undiscovered Value Fund, LP (the “Onshore UVF”) 3) Undiscovered Value Fund, Ltd. (the “Offshore UVF”) Further, Private Advisors serves as a sub-adviser in providing consulting and non-discretionary investment advisory services to a private fund for which an affiliate is the investment manager (the “Sub- Advised Fund”). In addition, Private Advisors provides discretionary and non-discretionary investment advisory services to separately managed accounts (the “Managed Accounts,” and together with the Funds, the RICs, the Sub-Advised Fund and the Direct Investment Funds, the “Advisory Clients”). Private Advisors serves as General Partner to several Funds which are organized as Delaware limited partnerships, and serves as Investment Manager to certain Funds which are organized as Cayman entities. Affiliates of Private Advisors also serve as General Partner to certain Funds, including: PASCBF III GP, LLC, which serves as General Partner to Private Advisors Small Company Buyout Fund III, LP; PASCBF IV GP, LLC, which serves as General Partner to Private Advisors Small Company Buyout Fund IV, LP; PASCBF V GP, LLC, which serves as General Partner to Private Advisors Small Company Buyout Fund V, LP and Private Advisors Small Company Buyout V- ERISA Fund, LP; PASCPEF VI GP, LLC, which serves as General Partner to Private Advisors Small Company Private Equity Fund VI, LP and to the Private Advisors Small Company Private Equity Fund VI (Cayman), LP; PASCPEF VII GP, LLC, which serves as General Partner to Private Advisors Small Company Private Equity Fund VII, LP and to the Private Advisors Small Company Private Equity Fund VII (Cayman), LP; PACIF GP, LLC, which serves as General Partner to Private Advisors Coinvestment Fund, LP; PACIF II GP, LLC, which 2
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