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 Mr. Hymowitz 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 of the Firm is chaired by Mr.
Hymowitz.
In September 2022, a sovereign wealth fund purchased a minority stake (less than 10%) in EnTrust Global and
in January 2024, acquired an additional equity interest in the Firm, bringing its ownership interest to
approximately 20%. The investment is passive with no exercise of control or involvement in the daily activities,
investments or operations of the Firm, which continue to be managed by Mr. Hymowitz and the Firm’s
Management Committee, comprised of EnTrust Global senior executives. In connection with these
transactions, a Firm-level Board of Directors was established to periodically discuss business updates and
related matters.
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. The Firm’s business lines include: Opportunistic
Investments, Private Credit, Blue Ocean Maritime Finance, Blue Ocean 4Impact, Hedge Fund Solutions,
Strategic Partnerships and Liquid Alternatives. Investment committees lead each of the Firm’s business lines,
with the goal of fostering collaboration, communication, and information flow as necessary.
Opportunistic Investments: Opportunistic investments generally stem from dislocations – whether company-
specific or market-based – and focus on catalyst-driven theses that involve a high level of engagement and
influence with respect to the target situation. The Firm’s approach to opportunistic investing allows for
flexibility across asset classes, sectors, strategies, and geographies, and while agnostic between private and
public markets, is designed to earn a premium with longer duration capital. Within the private sphere, the
Firm’s Opportunistic-investment strategy has included a number of pre-IPO equity deals, identifying
companies that we believe are well-situated for the public markets.
Private Credit: The Advisor’s private credit strategy aims to fill a gap in direct lending markets, where middle
market financing needs are not being met by traditional lenders given elements of complexity, elevated
perceived risk, or time sensitivity. The Private Credit strategy specifically targets off-the-run situations, where
exposures are difficult to replicate and are generally capacity constrained. These investors are primarily in
private debt/direct lending opportunities in North American and Western European/UK legal jurisdictions,
focusing on situations that require a tailored approach and are actively negotiated. The Firm’s loan portfolio
is diverse, due to an agnostic approach across capital structure, instrument, and underlying collateral.
Returns are achieved with no/minimal leverage, with a focus on downside protection via collateral and
creditor protections.
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 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 the Firm,
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.
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 Opportunistic 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 an inhouse structuring capabilities to provide a diverse range of exposures that
emphasize its expertise across credit, equity, and macro strategies.
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 opportunistic 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.
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; and (i) “Funds” shall collectively
refer to the Commingled Funds and the Strategic Partnerships.
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, and
references herein to investments made, held or disposed of by such Funds shall include investments made,
held or disposed of by their respective master funds.
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 the Firm’s 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 separate
strategy-specific investment committees (the “Sub-Committees”) (see Item 8 below).
Availability of Customized Vehicles
The Advisor may establish Strategic Partnerships, 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, the right to consent to investments and to increase investment allocations or participate in opportunistic
investments, 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 (in conjunction with the Board of Directors of the
relevant Commingled Funds, as applicable) will consider the impact, if any, on remaining investors in the
Fund regarding additional expenses to be borne, portfolio concentration or otherwise.
The Advisor will not enter into a Strategic Partnership if it determines that such proposed arrangement
disadvantages or otherwise negatively impacts the ability of the Advisor to provide the desired level of
advisory services to the relevant investor or other investors.
Strategic Partnerships may create potential conflicts of interest in the allocation of investment opportunities
among the various Strategic Partnerships and between the Strategic Partnerships and the Advisor’s
Commingled Funds. The Advisor has adopted an allocation policy intended to mitigate such potential
conflicts of interest. (See item 6).
Strategic Partnerships may invest directly in Commingled Funds (e.g., the Blue Ocean Funds) or invest
alongside such Commingled Funds either directly or through a special purpose vehicle. For such investments,
the Advisors will receive a Management Fee and/or Performance Allocation (as defined in Item 5 below)
either at the Strategic Partnership level or at the Commingled Fund level, but not at both levels.
Opportunistic Investments
The Advisor carefully considers investment opportunities to source and gain exposure to more concentrated
opportunistic investments.
The Advisor constantly evaluates ideas and asset classes for potential
opportunistic investment opportunities, which may be investments that have capacity in excess of the
amount that an underlying portfolio may be able or willing to invest or may be an independent investment
opportunity. Typically, opportunistic investments are sourced in response to market dislocations or involve
manager led catalysts.
With respect to investing in opportunistic investments, the Advisor will generally seek to make allocation
decisions on a fair and equitable basis over time, based on the respective investment guidelines of the
relevant Commingled Funds and Strategic Partnerships 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, legal, tax and regulatory considerations of each Fund, the potential impact an investment
could have on 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 opportunistic
investment arrangements from a preferential treatment standpoint, as well as conflicts resulting from side-by-
side management of opportunistic investment vehicles and the Funds and timing of the monetization of such
opportunistic investments. The Advisor could be incentivized to over-allocate well performing investments to
opportunistic 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 opportunistic 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 Funds
participating in the opportunistic investment 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, advice of underlying managers, restriction windows, and other relevant factors.
Strategic Partnerships, 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
Commingled Fund investors. As a result of having potentially greater transparency on opportunistic
investment(s), such Strategic Partnerships may have the ability to make decisions with respect to their
investment distinct from, and potentially advantageous to, that of those investing through other structures or
with other investment mandates.
Expenses associated with a proposed opportunistic 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 Global 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 among multiple clients of the
Advisor. 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 restrictions 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 PMAP 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 the relevant 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 assets to the Platform because of its ability to receive the Chargeback from investors that invest in
the PMAP Fund.
The Commingled Funds, including, but not limited to, the opportunistic Commingled Funds 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. was 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. In addition, to better align the founders’ interests with
those of investors, a three-year lockup applied to the founders’ shares in EG Acquisition Corp. Until the closing
of the business combination with flyExclusive described below, Mr. Hymowitz served as Chief Executive
Officer and a director of EG Acquisition Corp.; and Gary Fegel, founder and Chairman of GMF Capital, was
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 agreed
to combine into one company upon the consummation of the transaction. The business combination was
completed on December 27, 2023 and the combined company is now managed by James Segrave,
flyExclusive’s founder and Chief Executive Officer, and the other members of flyExclusive management, as
further set forth in its public filings. Mr. Hymowitz and Mr. Fegel serve as directors (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.
Formal meetings are generally conducted on a quarterly basis, even when no particular issue is identified for
consideration, although the Committee may meet more frequently as issues arise. Documentation of
meetings is prepared and maintained. In addition, the Independent Legal/Compliance Advisor and/or the
CCO or his designee conducts periodic 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, the Funds’ independent auditors, 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, 2023. Copies of SOC-1 Type 2 Reports are sent to investors.
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.
The Advisor’s 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, 2023, the Advisor managed approximately $11,430,439,686 in assets on a discretionary
basis and $186,903,897 in assets on a non-discretionary basis.