Lincolnshire Management, Inc.

Allegations: THE SETTLEMENT ORDER, ENTERED BY THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2014 (THE "SETTLEMENT ORDER"), AROSE FROM THE JOINT MANAGEMENT OF TWO PORTFOLIO COMPANIES OWNED BY DIFFERENT PRIVATE FUNDS ADVISED BY LINCOLNSHIRE MANAGEMENT, INC. ("LMI"). THE SETTLEMENT ORDER INCLUDED A FINDING THAT DESPITE DEVELOPING AN EXPENSE ALLOCATION POLICY AT THE PORTFOLIO COMPANY LEVEL AS PART OF THE INTEGRATION, IT WAS NOT FOLLOWED ON SOME OCCASIONS, NOR WAS A SIMILAR WRITTEN POLICY ADOPTED AT THE INVESTMENT ADVISER LEVEL, RESULTING IN THE PORTFOLIO COMPANY OWNED BY ONE FUND PAYING MORE THAN ITS FAIR SHARE OF JOINT EXPENSES THAT BENEFITED THE COMPANIES OF BOTH FUNDS. LMI CONSENTED TO THE SETTLEMENT ORDER WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS. Status: Final Sanction Detail: PURSUANT TO THE SETTLEMENT ORDER, LMI WAS ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 206(4) OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER, AND AGREED TO PAY DISGORGEMENT OF $1,500,000 PREJUDGMENT INTEREST OF $358,112, AND A CIVIL PENALTY OF $450,000, TOTALING $2,308,112. Summary: PURSUANT TO THE SETTLEMENT ORDER, LMI WAS ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 206(4) OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER, AND AGREED TO PAY DISGORGEMENT OF $1,500,000 PREJUDGMENT INTEREST OF $358,112, AND A CIVIL PENALTY OF $450,000, TOTALING $2,308,112. THE SETTLEMENT ORDER PROVIDES THAT PAYMENT SHALL BE MADE INT HE FOLLOWING INSTALLMENTS: (I) $808,112 SHALL BE PAD WITHIN TEN (10) DAYS OF THE ENTRY OF THE ORDER; AND (II) $1,500,000 SHALL BE PAID WITHIN SIXTY (60) DAYS OF THE ORDER. NO CLAIMS WERE MADE AGAINST ANY OF LMI'S ADVISORY AFFILIATES.