A. General Description of Advisory Firm
Prelude is a specialized asset management firm focused on a defined set of global investment strategies.
Prelude generally offers asset allocations to a variety of third-party managers selected by Prelude. Such
managers could be affiliated or unaffiliated with Prelude. Prelude also offers a strategy focused
specifically on direct investment opportunities in the Asia region. Prelude has been in operation since
March 2004 and has been providing the type of advisory services described herein since 2010. Prelude is
managed by its principal owners and managing members, Gavin Saitowitz and Cisco J. del Valle (the
“Managing Members”). With respect to this allocation strategy, Prelude currently provides advice to
ten clients that constitute three distinct fund structures.
The first fund structure is comprised of the following entities:
i. Prelude Opportunity Fund, LP (the “Opportunity Master Fund”),
ii. Prelude Investors Fund, LP, which acts as a designated feeder into the Opportunity Master Fund
(the “Opportunity Onshore Fund”), and
iii. Prelude Capital Offshore, Ltd., which acts as a designated feeder into the Opportunity Onshore
Fund (the “Opportunity Offshore Fund” and, together with the Opportunity Onshore Fund and
the Opportunity Master Fund, the “Opportunity Funds”).
The second fund structure is comprised of the following entities:
i. Prelude Structured Alternatives Master Fund, LP (the “Structured Master Fund”),
ii. Prelude Structured Alternatives Fund, LP, which acts as a designated feeder into the Structured
Master Fund (the “Structured Onshore Fund”),
iii. Prelude Structured Alternatives SLP, LP, which acts as a special purpose vehicle and as a
designated feeder into the Structured Master Fund (the “Structured SLP Fund”), and
iv. Prelude Structured Alternatives Offshore, Ltd., which acts as a designated feeder into the
Structured Master Fund (the “Structured Offshore Fund”, together with the Structured Onshore
Fund, the “Structured Feeder Funds” and, together with the Structured Onshore Fund, the
Structured SLP Fund and the Structured Master Fund, the “Structured Funds”).
The third fund structure is comprised of the following entities:
i. PAOF, LP (the “Asia Master Fund”), and
ii. PAOFO, LP, which acts as a designated feeder into the Asia Master Fund, (the “Asia Feeder
Fund” and, together with the Asia Master Fund, the “Asia Funds”).
The fourth fund structure is comprised of the following entities:
i. CPI Holdings, LP (the “CPI Master Fund”),
ii. CPI Holdings Onshore, LP, which acts as a designated feeder into the CPI Master Fund, (the “CPI
Onshore Fund”), and
iii. CPI Holdings Offshore, LP, which acts as a designated feeder into the CPI Onshore Fund (the “CPI
Offshore Fund”, together with the CPI Onshore Fund, the “CPI Feeder Funds” and, together with
the CPI Master Fund, the “CPI Funds”).
Certain strategies of the Opportunity Funds, the Structured Funds and the Asia Funds (together, the
“Capital Allocation Strategy Funds”) and the Opportunity Master Fund, the Structured Master Fund and
the Asia Master Fund (together, the “Capital Allocation Strategy Master Funds”) are effected through
special purpose vehicles (both directly at the Capital Allocation Strategy Master Fund level or indirectly
through special purpose vehicles that invest into one or more of the funds).
B. Description of Advisory Services
With respect to the Capital Allocation
Strategy Funds, Prelude generally provides investment advisory
services focused on the securities markets through allocations made to a variety of portfolio managers
(“Sub-Advisors”) through separate accounts within the Capital Allocation Strategy Master Funds, each of
which utilizes a multi-account structure. Each Sub-Advisor actively manages the assets allocated to it by
Prelude in accordance with separate sub-advisory agreements and Prelude provides top-level oversight.
In particular, each sub-advisory agreement contains tailored provisions and trading restrictions specific
to the relevant Sub-Advisor, subject at all times to Prelude’s supervision; Prelude’s oversight is focused
on ensuring that the applicable investment guidelines and parameters are observed. The strategies
employed by certain Sub-Advisors may be more appropriate for the Opportunity Master Fund or the
Structured Master Fund, respectively, and decisions with respect to the allocation of such opportunities
are assessed and made by Prelude’s Investment Committee. Regardless of which Capital Allocation
Strategy Master Fund a Sub-Advisor trades for, each Sub-Advisor (or an entity related to the Sub-Advisor
(in either instance referred to as a “Special Limited Partner”)) generally invests in the applicable Capital
Allocation Strategy Master Fund for the purpose of contributing a designated amount of subordinated
risk capital corresponding to the allocation it receives from the applicable Capital Allocation Strategy
Master Fund.
The investment strategy of each Capital Allocation Strategy Fund is set forth in such Fund’s (as defined
herein) respective offering and constituent documents.
Prelude is not limited to providing investment advice with respect to any particular instruments.
C. Availability of Tailored Investment Services
At present, we advise four fund structures, as described above, with the majority of investment activity
taking place at the Capital Allocation Strategy Master Funds (directly or through special purpose
vehicles). Investments are managed in accordance with the particular investment objectives, strategies,
restrictions and guidelines, as described in the offering and constituent documents for each Fund (as
defined herein) and are not tailored to the individualized needs of any particular investor. Investors
generally cannot place any particular investment restrictions on Prelude’s management of a fund
structure and an investment in a fund structure does not create an adviser-client relationship between
the investor and Prelude. Prospective investors wishing to impose restrictions or to tailor investment
services may consider opening a separately managed account with Prelude in which instance our
investment advisory services may be tailored to the individual needs of each such client. In particular,
we would consider a client’s size, investment mandate, interest in leverage, tax implications and
sophistication when investing. Prelude does not, however, presently advise any separately managed
accounts. Investors will be subject to the various risks described in the applicable Fund’s offering and
constituent documents and should make an independent determination whether a particular Fund
managed by Prelude meets their investment objectives and risk tolerance prior to investing.
D. Wrap Fee Programs
Not applicable.
E. Assets Under Management
As of December 31, 2023, Prelude managed on a discretionary basis approximately $2,076,554,557 in
client assets. Prelude does not presently provide investment advisory services for any clients on a non-
discretionary basis.