This information is directed exclusively at persons in the United States who are “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”). This material is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. It is not intended for public use, circulation, or distribution.
1. U.S. Securities Law Exemptions The interests in the U.S. feeder fund (the “Feeder Fund”) and the master fund (the “Master Fund”) have not been registered under the Securities Act or any state securities laws. The interests are being offered and sold in reliance on exemptions from such registration requirements, specifically Regulation D, Rule 506 thereunder.
Furthermore, neither the Feeder Fund nor the Master Fund has been or will be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance on the exemption provided by either Section 3(c)(1) or Section 3(c)(7) thereof, as determined by the General Partner.
2. No U.S. Regulatory Approval NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
3. Accredited Investor Suitability & Requirement An investment in the Feeder Fund is suitable only for sophisticated investors who are “accredited investors.” All investors will be required to represent and warrant that they meet the applicable accredited investor criteria and are acquiring the interests for investment purposes and not with a view to distribution. Investors must be able to bear the economic risk of this investment, including the potential for a total loss of capital.
4. Restrictions on Transferability The interests in the Feeder Fund are subject to significant restrictions on transferability and resale. They may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or an available exemption therefrom. Investors must be prepared to bear the financial risks of this illiquid investment for an indefinite period.
5. Reliance on Definitive Documentation Any offer to invest, if made, will be made solely by means of a confidential private placement memorandum and related subscription documents (collectively, the “Definitive Documentation”). The information on this website is qualified in its entirety by reference to the Definitive Documentation, which contains a more complete discussion of the investment, risk factors, fees, expenses, and conflicts of interest. Prospective investors must review the Definitive Documentation in its entirety before making any investment decision.
6. No Legal, Tax, or Investment Advice The information herein does not constitute legal, tax, or investment advice. You should consult with your own independent professional advisors to determine the appropriateness and consequences of this investment for you