Privacy Policy - Upside Avenue

Casoro Capital Partners, LLC
Privacy Policy

1. Introduction

As we develop our relationship with clients and investors, it’s important that we collect and share personal client information with affiliates and key service providers in order to manage your accounts. Protecting your privacy is important to us and we want you to know how we treat your nonpublic personal information.

This document explains the Privacy Policy of Casoro Capital Partners, LLC (“Casoro”) and our affiliates concerning the privacy interests of our clients.

The policy of Casoro is to protect the confidentiality, integrity and security of any nonpublic personal information of its clients and investors, and to prevent unauthorized access to, or the use or disclosure of such information. As we accept new investors who complete a subscription agreement and other forms, we collect nonpublic personal information for purposes of conducting our business. Any and all such nonpublic personal information is hereinafter referred to as “nonpublic personal information.” For convenience, “you” or “your” refers to investors in the private funds we manage and "we," "our" and "us" refers to Casoro and its affiliated general partner of our private funds throughout this document.

2. Our Commitment to You

We are committed to safeguarding the use of your nonpublic personal information. We protect the security and confidentiality of the nonpublic personal information we have collected, and make efforts to ensure that such information is used for proper business purposes in connection with the management or servicing of your account and our funds. Our relationship with you is our most important asset. We understand that you have entrusted us with your nonpublic personal information, and we do everything we can to maintain that trust.

Importantly, we do not sell your nonpublic personal information to anyone. We only provide such information to others in connection with the servicing and management of your account and managing our funds.

3. Definitions

Affiliates
Companies related by common ownership or control. They can be financial and non-financial companies. We only share your nonpublic personal information with affiliates in connection with the servicing and management of your account and managing our funds.

Non-Affiliates
Companies not related by common ownership or control. They can be financial and non-financial companies. We do not share your nonpublic personal information with non-affiliates except as describe in this notice.

Joint Marketing
A formal agreement between non-affiliated financial companies that together market financial products or services to you. We do not engage in joint marketing.

4. Nonpublic Personal Information Collected

Casoro collects (or may collect) the following types of nonpublic personal information in order to conduct our business and manage our funds:

  1. Information you provide in connection with managing your investor accounts, such as your name, address, social security number, tax ID number, assets, income, investment experience, bank account information, financial situation and debt. This information is obtained (or may be obtained) in writing, in person, by telephone, electronically or by any other means;
  2. Information we obtain (or may obtain) for the purpose of tax reporting to you and to the various agencies to which we report as required by law, including disclosures on various Internal Revenue Service (“IRS”) forms;
  3. Information that relates to your account balance, capital contributions, redemptions and distributions, and any other transactions;
  4. Information from affiliated and non-affiliated third parties pursuant to law, rules, regulations, standard securities industry practice and/or legal process, including information and/or documents received, shared, produced or provided in connection with a subpoena, discovery request or other legal process compelling production;
  5. Information from affiliated and non-affiliated third parties related to servicing your account for purposes of providing investment management services to our funds.

5. Nonpublic Personal Information Disclosed to Affiliates and Non-affiliated Third Parties

We disclose to affiliates and non-affiliated third parties, nonpublic personal information only in connection with us providing investment management services or in respect of conducting our investment advisory business. Such disclosures include, among other things, information related to transactions, settlement, billing, payment, processing, clearing, transferring, reconciling, collection and tax reporting. Such disclosures may be provided to affiliates and non-affiliated third parties:

  1. As required or necessary to carry out fully and properly our business such as:
    a. Disclosures to affiliated and non-affiliated third-party service providers who supply us with computer related services including data maintenance and document processing and delivery;
    b. Processing services, and disclosures to affiliated and non-affiliated third parties such custodians, administrators, accountants, auditors, legal firms, etc.;
  2. As required by law or legal process;
  3. With your consent.

6. Former Investors

Except as required to continue the management of investor accounts or comply with regulatory books and records requirements, we will disclose nonpublic personal information about former investors of our investment advisory and investment management business only as permitted and/or required by law or legal process, or with the former investor’s consent.

7. When You Can Limit Sharing

Federal law gives you the right to limit the sharing of your nonpublic personal information, when: (1) sharing is for affiliates' everyday business purposes, (2) sharing with affiliates is done to use your information to market to you, and (3) sharing with non-affiliates is done to use your information to market to you. We do not share your information in any of these ways, except to the extent an affiliated service provider requires such information to manage your account and investment in our funds. State laws and individual companies may give you additional rights to limit sharing.

8. Confidentiality and Security of Nonpublic Personal Information

We are committed to implementing and maintaining commercially reasonable and appropriate measures to maintain your nonpublic personal information in a secure and confidential fashion. Our information security procedures include, but are not limited to, the following features:

  1. Access controls on customer information systems, including controls to authenticate and permit access only to authorized individuals, and controls to prevent our employees from providing nonpublic personal information to unauthorized individuals;
  2. Physical access restrictions at locations such as buildings, computer facilities, and record storage facilities, in order to restrict access of nonpublic personal information to unauthorized individuals;
  3. Segregation of duties for our employees with responsibilities necessitating access to nonpublic personal information;
  4. Response programs that specify actions to be taken when we suspect or detect that unauthorized individuals may have gained access to nonpublic personal information;
  5. A disaster recovery plan to protect against loss or damage to nonpublic personal information due to potential hazards, such as fire and water damage or technological interruption or failure.

9. Maintenance of Records

Nonpublic personal information about you will be maintained during the time you are an investor, and for the required time thereafter that such records are required to be maintained by federal and state securities laws. After this required period of record retention, all such information will be destroyed.

10. Notice to Clients

We will send you notice of our Privacy Policy upon executing a subscription agreement, and annually if there are any changes to our policy, for as long as you are an investor. Periodically we may revise our Privacy Policy, and will provide you with a revised policy if the changes materially alter the previous Privacy Policy.

11. Opting Out

Section 502(a) of the G-L-B Act generally prohibits a financial institution, directly or through its affiliates, from sharing nonpublic personal information with a non-affiliated third party unless the institution (i) provides the consumer with a notice of the institution's privacy policies and practices, (ii) provides the consumer with a clear and conspicuous notice that the consumer's nonpublic personal information may be disclosed to non-affiliated third parties, (iii) gives the consumer an opportunity to opt out of that disclosure, and (iv) informs the consumer how to opt out.

Investors cannot opt out of allowing Casoro to share their nonpublic personal information with non-affiliated third parties which are necessary to service their accounts such as custodians, administrators, auditors, law firms, or certain software vendors. We do not share client or investor information with any third parties that do not need the information in order to provide some type of service for your account.

12. Requests for Information

Anyone may request a copy of our Privacy Policy or procedures by contacting our Chief Compliance Officer either by email at info@upsideavenue.com or in writing at:

Casoro Capital Partners, LLC Attn: Chief Compliance Officer 9050 N. Capital of Texas Highway, Suite 320 Austin, TX 78759 Telephone: 512-872-2898

CASORO CAPITAL
PRIVACY NOTICE

Casoro Capital (“Casoro”) adopted this policy with recognition that protecting the privacy and security of the nonpublic personal information we obtain about our clients and investors is an important responsibility. We also know that you expect us to service you in an accurate and efficient manner. To do so, we must collect and maintain certain nonpublic personal information about you. We want you to know what information we collect and how we use and safeguard that information.

WHAT INFORMATION WE COLLECT
We collect certain nonpublic personal information about you (such as your name, address, social security number, etc.) that you provide on subscription agreements, custodian or brokerage applications, or other forms as well as communications (electronic, telephone, written or in person) with you or your authorized representatives (such as your attorney, accountant, etc.). We also collect information about your accounts with us in order to manage our private funds.

WHAT INFORMATION WE DISCLOSE
Casoro does not disclose the nonpublic personal information we collect about our clients investors to anyone except: (1) in furtherance of our business relationship with clients, and then only to those persons necessary to effect the transactions and provide the services that clients authorize (such as administrators, custodians , etc.); (2) to persons assessing our compliance with industry standards (e.g., professional licensing authorities, etc.); (3) our attorneys, accountants, compliance consulting firm and auditors; or (4) as otherwise provided by law.

We are permitted by law to disclose the nonpublic personal information about you to governmental agencies and other third parties in certain circumstances (such as third parties that perform administrative services on our behalf). These third parties are prohibited to use or share the information for any other purpose. If you decide to either terminate our services or become an inactive client, we will continue to adhere to our Privacy Policy, as may be amended from time to time.

SECURITY OF YOUR INFORMATION
We restrict access to your nonpublic personal information to those employees who need to know that information to service your account. We maintain physical, electronic and procedural safeguards that comply with applicable federal or state standards to protect your nonpublic personal information.

CHANGES TO OUR PRIVACY POLICY OR RELATIONSHIP WITH YOU
Our policy about obtaining and disclosing information may change from time to time. We will provide you notice of any material change to this policy before we implement the change.

OPTING OUT
Clients and investors cannot opt out of allowing Casoro to share their nonpublic personal information with affiliated or non-affiliated third parties which are necessary to service their accounts.

REQUESTS FOR INFORMATION
For a copy of our Privacy Policy, please contact the Chief Compliance Officer compliance@Casorocapital.com or at Casoro Capital, Casoro Capital, Compliance Department, 30 Wall Street, 8th Floor, New York, NY 10005.

1 As required by Title V of the Gramm-Leach-Bliley Act and United States Securities and Exchange Commission (“SEC”) Regulation S-P (17 CFR 248.1 – 248.30)