EFTA00992409.pdf

From: Darren Indyke < To: "Jeffrey E." <[email protected]> Subject: Fwd: [BULK] Re: Date: Mon, 30 Jun 2014 19:19:51 +0000 Please advise. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: (212) 971-1314 Telecopier: (646) 350-0378 Mobile: (862) 485-6315 email: The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any pan thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - © 2014 Darren K. Indyke, PLLC — All rights reserved. Begin forwarded message: From: An Glass .1 Subject: RE: [BULK] Re: Date: June 30, 2014 at 3:17:14 PM EDT To: 'Darren Indyke' gcl It would be complicated to wait another month —= be only investor in the fund and only accomplish not getting access to first loss. We need the sub does in today. Regarding everything else —lets sign whatever you have as a version at 4 pm today and have god faith understanding that we will deal with it in coming days Do whatever he is fully comfortable with today as long as we have full understanding that we then work on later EFTA00992409 From: Darren Indyke PSJI ri M] Sent: Monday, June 30, 2014 2:59 PM To: Ari Glass Subject: [BULK] Re: I thought there has to be a 10% illiquid position threshold before we begin to evaluate the percentage increase in illiquid positions. Let's just include provision to work together in good faith to develop specific criteria for the Liquidity Agent to use in making an Illiquidity Determination. I have marked suggested changes from the 6-24-14 draft on the attached. I also sent your suggestion below to JE. I will go through all the sub docs and make sure they are ready to be submitted, assuming I get your and JE's approvals. Alternatively, JE said that if this has to wait another month, then fine. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: (212) 971-1314 Telecopier: (646) 350-0378 Mobile: (862) 485-6315 email: ******************************************************************************* *************** The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2014 Darren K. Indyke, PLLC — All rights reserved. On Jun 30, 2014, at 1:09 PM, Ari Glass < wrote: If we declare a liquidity event —(And the liquidity agent agrees)- it means that we are certifying a certain percentage of our portfolio as illiquid. 2 types of illiquidity First loss managers who have a locked up period for their capital. Even though this capital is highly unlikely (as in never happened yet) to cost us trading M, the money is needed for margin. The proportionate shares of locked up first loss capital would be one bucket of illiquid. —Jeffrey should have less concerns on this bucket as its not really ongoing risk (not zero but highly unlikely) The second is real illiquid. In this case, if paying out a full redemption would increase the percentage the remaining investors have in illiquid position by more than 10% (for example if the implicit portion of other LPs investment would go EFTA00992410 up by more than 10% -meaning if they had a 10 % illiquid position it would now go to 11% illiquid, this would be considered to be substantial and any amount above that would be held back until those positions were liquidated. —in this case. proposing only amounts in excess of the 10% change. So if you pull out $10m of an $80m fund and now 8 /70 is illiquid, then 11.43% is illiquid. Since that changed the illiquid percentage by more than 10% then the excess (.43%) would be deemed illiquid and stuck in the fund until those position actually liquidate. Of course if we declare a full fund liquidation then it changes everything. Then all investors get out pro rata and ill lave my money stuck in fund as discussed until you are fully redeemed An Glass Boothbay Management Managing Member 810 71h Ave Suite 405 New York, NY 10019 (P)212432-2675 (c)917-757.1600 The information contained in this e-mail and any attachments may be legally privileged, proprietary and/or confidential. If you are not an intended recipient, you are hereby notified that any use, copying, disclosure or distribution of all or any portion of this e-mail and any attachments is strictly prohibited. If you received this e-mail in error, please notify the sender, permanently delete the e-mail and any attachments, and destroy all hard copies immediately. This communication should not be regarded as an offer, solicitation or recommendation to sell or purchase any security or other financial product. Boothbay and its related entities reserve the right to monitor and/or save all e-mail communications through their networks. The information contained in this e-mail and any attachments may be legally privileged, proprietary and/or confidential. If you are not an intended recipient, you are hereby notified that any use, copying, disclosure or distribution of all or any portion of this e-mail and any attachments is strictly prohibited. If you received this e-mail in error, please notify the sender, permanently delete the e-mail and any attachments, and destroy all hard copies immediately. This communication should not be regarded as an offer, solicitation or recommendation to sell or purchase any security or other financial product. Boothbay and its related entities reserve the right to monitor and/or save all e-mail communications through their networks. EFTA00992411