Privately offered investment vehicles commonly called “hedge funds” (including fund of funds) are investment funds or pools that invest and trade in many different markets, strategies, and instruments (including securities, non-securities, and derivatives), and are exempt from registration under the Investment Company Act of 1940, as amended (the “Company Act”) and the Securities Act of 1933, as amended (the “Securities Act”). There are substantial risks of investing in hedge funds. You could lose all or a substantial portion of your investment in a hedge fund. You must have the financial ability, sophistication, experience, and willingness to bear the risks of an investment in a hedge fund. An investment in a hedge fund entails risks that are different from more traditional investments and is not suitable or desirable for all investors. Only qualified eligible investors should invest in hedge funds. You should obtain investment and tax advice from your advisers before deciding to invest.
The following is a selection of risks associated with an investment in hedge funds. The following is not a complete description of the risks of an investment in any funds, and potential investors should read the offering memorandum for any hedge fund prior to making a decision to invest. Capitalized terms used but not defined below have the meaning assigned to them in the relevant fund’s confidential offering memorandum:
* Absence of Regulation Concerning Investment Funds. Investment Funds and their respective managers are subject to varying levels of regulation. Hedge funds are not registered as investment companies under the Company Act, and their managers may not be registered as investment advisors under the Investment Advisers Act of 1940, as amended, or as CPOs or commodity trading advisors under the Commodity Exchange Act, with the consequence that many of the protections afforded to investors by those laws are not applicable. Similarly, certain investments in funds and accounts formed and operated outside the United States may not be subject to comprehensive government regulation. The managers of such Investment Funds may not be covered by insurance or by fidelity bonding. Moreover, the Partnerships generally have no control over the selection of the custodians of the assets of such Investment Funds, which also may be subject to a lesser degree of government supervision or regulation than commercial banks, trust companies or securities dealers conducting business within the United States.
* Concentration. Although the General Partner will monitor the investment managers to whom the Partnerships have allocated capital, it is possible that a number of investment managers might take substantial positions in the same security at the same time. This would interfere with the Partnerships’ goal of diversification.
* A Manager’s Trading Strategies may not be Successful. There can be no assurance that the trading strategies employed by the manager of an Investment Fund will be successful. For example, the proprietary models used by a manager may not function as anticipated during unusual market conditions. While each manager who invests on behalf of the Partnerships has a performance record reflecting his prior experience in using the strategies that is applied to trading for the Partnerships, this performance cannot be used to predict future profitability.
* Leverage and Borrowing. Investment Funds in which the Partnerships invest may borrow funds for the purpose of purchasing securities. A particular Investment Fund may not be subject to any limitations on the amount of its borrowings, and the amount of borrowings that the Investment Fund may have outstanding at any time may be large in comparison to its capital. Borrowing money to purchase securities may provide the Partnerships or an Investment Fund with the opportunity for greater capital appreciation, but, at the same time, will increase the Investment Fund’s, and therefore the Partnerships’ exposure to capital risk and higher current expenses. Moreover, if the Investment Fund’s assets are not sufficient to pay the principal of, and interest on, the Investment Fund’s debt when due, the Investment Fund, and therefore the Partnerships, could sustain a total loss of its investment.
* Valuation. The method by which the Partnerships allocate net profit and net loss contemplates a Partnership’s valuing its holdings in Investment Funds. In valuing those holdings, the Partnerships will need to rely on financial information provided by Investment Funds. The General Partner may modify such valuations to the extent it deems necessary to take into account restrictions upon marketability or other factors affecting the value of an Investment Fund.
* Past Performance. No assurance can be given that the strategies employed by the Partnerships’ investment managers in the past to achieve attractive returns will continue to be successful or that the return on the Partnerships’ investments will be similar to that achieved by such managers in the past.
* Illiquidity. The Interests are being offered without registration under the Securities Act, in reliance upon an exemption contained in Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Certain restrictions on transferability will preclude disposition and transfer of Interests other than pursuant to an effective registration statement or in accordance with an exemption from registra4on contained in the Securities Act. In addition, the Partnership Agreements require that the consent of the General Partner be obtained to any transfer of an Interest. In light of the restrictions imposed on a transfer of an Interest, and in light of the limitations imposed on a Limited Partner’s ability to withdraw all or part of his or its capital contribution to a Partnership other than on a monthly basis, an investment in the Partnerships should be viewed as illiquid and subject to risk.
* Dependence on the General Partner and its Investment Committee. All decisions with respect to the Partnerships’ assets, including investment decisions, and the general management of the Partnerships are made by the General Partner. Limited Partners of the Partnerships have no right or power to take part in the management of the Partnerships. As a result, the success of the Partnerships, for the foreseeable future will depend largely upon the ability of the General Partner.
* Use of Multiple Managers is No Assurance of Success. No assurance is given that the Investment Manager’s and the Investment Funds managers’ collective performance will result in profitable returns for the Partnerships as a whole under all or any conditions. The possibility exists that good performance achieved by one or more managers may be neutralized by poor performance experienced by other managers or by the Partnerships’ performance in individual securities.
* Layers of Fees. By investing in the Partnerships, which principally invest in Investment Funds, an investor will, in effect, incur the costs of two layers of investment advisory services: the Management Fee and Performance Allocation paid to the General Partner for administering the Partnerships, as well as the incentive and other fees paid to investment managers who manage the Investment Funds and the Partnerships’ managed accounts.
* Lack of Publicly Available Information Regarding Investment Funds. The interests in Investment Funds purchased and sold by the Partnerships will generally not be offered pursuant to registration statements effective under the Securities Act. In addition, the Investment Funds in which the Partnerships invest will not be subject to the periodic information and reporting provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will those Investment Funds generally be registered as investment companies under the Investment Company Act. Accordingly, only a relatively small amount of publicly available information about the Investment Funds will be available to the General Partner in managing and assessing the Partnerships’ investments. The General Partner believes, however, that it will be able to obtain sufficient information from the Investment Funds to manage the Partnerships’ investments effectively.
Due to the risks mentioned above, it is important to perform proper due diligence prior to investing in a hedge fund.