Review and Assessment of Investment Adviser’s Current Compliance Program

• Initial meeting with investment adviser to gain an understanding of the business.
• Review and audit of existing compliance program.
• Prepare a comprehensive report to senior management indicating overall findings.
• Deliver itemized recommendations to improve overall compliance program.

Preparation of Compliance Manuals and Code of Ethics

• Review of investment adviser's current manuals.
• Prepare customized Compliance Policies and Procedures Manuals.
• Prepare Code of Ethics and Employee Investment Policies.
• Prepare Privacy Policy.
• Establish requisite files for proper SEC compliance.

Form ADV Filing and Annual Renewal

• Interview appropriate personnel and gather pertinent information from the Investment Adviser.
• Prepare Form ADV Part I and file electronically with SEC.
• Annual renewal filing of Form ADV Part I.
• Prepare Form ADV Part II (and Schedule F), disseminate to existing investors and obtain acknowledgement of receipt forms.

Independent CCO Services

• Regularly scheduled visits to the office of the investment adviser to establish a “Culture of Compliance.”
• Assistance and presence for SEC and other regulatory examinations.
• Educate and train principals and employees of the investment adviser regarding compliance with the Investment Advisers Act of 1940.
• Obtain signed acknowledgement of receipt forms from all employees indicating they understand and agree to adhere to the policies and procedures of the investment adviser.

Operational Reviews and Support

• Review for proper trade aggregation and allocation.
• Perform comprehensive review for best execution and proper use of soft-dollars.
• Review and approve employee personal trading activities.
• Assist with e-mail retention and review.
• Assist with anti-money laundering compliance and training.
• Assist with planning and documentation of Business Continuity & Disaster Recovery.

Marketing and Advertising Oversight

• Educate and train all marketing personnel in accordance with Regulation D.
• Draft investor pre-qualification questionnaires to be used by all marketing personnel.
• Review and approve all marketing documents and investor reporting.
• Discuss and approve presentations given at seminars or conferences.

Periodic Consulting Meetings

• Conduct periodic meetings (e.g. monthly, quarterly, semi-annually) with investment adviser to train new employees on the relevant provisions of the Investment Advisers Act of 1940.
• Keep investment advisers aware of new developments and regulations in the investment advisory and hedge fund industry.
• Provide access to senior consultants for general compliance questions.

Ad hoc Consulting Services

• Discuss topics and/or specific areas of concern (e.g., marketing, soft dollars, best execution).
• Comprehensive review of relevant hedge fund documents (e.g., Private Placement Memorandum, Limited Partnership Agreement, Subscription Documents, Side Letter Agreements, Memorandum and Articles of Incorporation).
• Consultation and assistance with selection of professional service providers.
• Due Diligence Review services for fund-of-funds, whereby Breakwater will undertake an independent and comprehensive review of an outside manager's internal controls and compliance procedures to evaluate whether sound risk management and industry best practices are followed.
• Due Diligence Review of an underlying sub-adviser to which the investment adviser wishes to delegate investment authority over particular assets.