A. Firm Description; Principal Owner
Cinctive Capital Management LP, a Delaware limited partnership (the “Investment
Manager” or “Firm” or “Cinctive” or “Cinctive Capital”), provides investment advisory
services on a discretionary basis to collective investment vehicles organized as domestic
or foreign private investment partnerships, corporations, companies and / or other entities.
The investment advice provided by the Investment Manager is based on the investment
objectives of each investment vehicle in accordance with its respective confidential offering
memorandum (if any), investment management agreement, and governing documents
(referred to collectively as the “Offering Documents”), and not on the investment objectives
of each individual investor in that investment vehicle.
Cinctive GP LLC, a Delaware limited liability company, is the general partner of Cinctive,
and Richard H. Schimel and Lawrence J. Sapanski (“Principals”) are the sole members of
the general partner and also serve as Co-Chief Investment Officers (“Co-CIOs”) and are
investment professionals of the firm.
B. Types of Advisory Services
The Investment Manager provides discretionary and non-discretionary advisory services
primarily to private funds in master feeder structures. In this brochure, the investing entity
in each master feeder structure is referred to as (the “Master Fund”). Each Master Fund
has a Delaware limited partnership (the “Onshore Fund”); and a Cayman Islands exempted
company (the “Offshore Fund”). Together, the Onshore Fund and Offshore Fund are
referred to in this document as the “Feeder Funds,” and each of them individually is
referred to as a “Feeder Fund.” Collectively, the Feeder Funds and the Master Funds are
referred to as the “Funds.” Unless otherwise indicated, references in this document to the
investment activities of the Funds shall mean the investment activities of the Feeder Funds
through their investment in the Master Fund or investments of the Master Fund.
The Investment Manager and the Funds have entered into an Investment Management
Agreement (the “Management Agreement”) that sets forth the terms and conditions under
which the Investment Manager provides its services to the Funds. Under the terms of the
Management Agreement, the Funds pay the pass-through expenses related to the
overhead of the Investment Manager and an annual incentive fee (or incentive allocation),
both as described in the Offering Documents for the Feeder Funds.
In addition to the Funds, the Investment Manager provides discretionary and non-
discretionary investment advisory services to one or more separately managed account(s)
or collective investment vehicle(s) (individually, an “Account,” and collectively, “Accounts;”
the Master Funds and each Account are collectively referred to in this Brochure as the
“Trading Entities”). The Investment Manager has also entered into one or more
subadvisory agreement(s) whereby the subadviser(s) have discretionary investment
authority subject to investment guidelines and risk parameters set by the Investment
Manager.
The Investment Manager has entered into investment management agreements governing
the terms of the Accounts, and may involve any or all of the following terms: discretionary
purchases and sales of securities, commodity interests, and other financial instruments;
adherence to particular liquidity or risk-management requirements; and placing orders for
the purchase or sale of investment instruments with brokers, dealers and other
counterparties that the Investment Manager or the client selects. Such advisory services
are provided pursuant to the agreed upon investment guideline terms set forth in the
investment management agreement. Unlike investors in a private fund, separately
managed account clients may impose reasonable mandates, guidelines, or restrictions
relating to investments. For example, separately managed account clients may impose
limits on concentration, risk, exposure, and liquidity that may be different from those in the
Funds. Separately managed account clients directly own the positions in their separately
managed account or single investor private fund structure; therefore, the client will typically
have full, real-time transparency to all transactions and holdings in such account and may
be better able to assess the future prospects of a portfolio that is substantially similar to
the portfolios of the Funds. The account owner in a separately managed account or single
investor private fund structure also typically has the right to withdraw all or a portion of their
capital from such Account on shorter notice and/or with more frequency than the terms
applicable to an investment in the Funds.
All discussions of the Funds and Accounts in this brochure, including but not limited to,
their respective investments, the strategies used in managing the Trading Entities, the fees
and other costs associated with an investment in the Funds and / or in one or more of the
Accounts, and conflicts of interest of the Investment Manager and its affiliates in
connection with the management of the Funds, Accounts, and Trading Entities, are
qualified in their entirety by reference to each Feeder Fund’s and Account’s respective
Offering Documents.
C. Wrap Fee Program Participation
Not applicable.
D. Assets Under Management
As of December 31, 2022 we had approximately $5,369,414,922 of regulatory assets
under management on a discretionary basis.