Gaining the Edge Cap Intro 2020

Monday, October 5, 2020 - Friday, October 16, 2020

Investor Registration

Qualified Purchaser

One of the categories below must be met to qualify at a qualified purchaser under the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”):

  1. i. any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) with that person’s qualified purchaser spouse) who owns not less than $ 5,000,000 in investments, as defined below;

  2. ii. any company that owns not less than $ 5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

  3. iii. any trust that is not covered by clause (ii) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii), or (iv); or

  4. iv. any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $ 25,000,000 in investments.

  5. v. any qualified institutional buyer as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser, provided that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A shall own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (ii) a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan;

  6. vi. any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) under the ICA, would be an investment company (hereafter in this paragraph referred to as an “excepted investment company”), provided that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) thereunder, that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser.

  7. vii. any natural person who is deemed to be a “knowledgeable employee” of the [fund], as such term is defined in Rule 3c-5(4) of the ICA; or

  8. viii. any person (“Transferee”) who acquires Interests from a person (“Transferor”) that is (or was) a qualified purchaser other than the [fund], provided that the Transferee is: (i) the estate of the Transferor; (ii) a person who acquires the Interests as a gift or bequest pursuant to an agreement relating to a legal separation or divorce; or (iii) a company established by the Transferor exclusively for the benefit of (or owned exclusively by) the Transferor and the persons specified in this paragraph.

  9. ix. any company, if each beneficial owner of the company’s securities is a qualified purchaser.

 


For the purposes of above, the term Investments means:

  1. securities (as defined by section 2(a)(1)of the Securities Act of 1933), other than securities of an issuer that controls, is controlled by, or is under common control with, the prospective qualified purchaser that owns such securities, unless the issuer of such securities is: (i) an investment vehicle; (ii) a public company; or (iii) a company with shareholders’ equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company’s most recent financial statements, provided that such financial statements present the information as of a date within 16 months preceding the date on which the prospective qualified purchaser acquires the securities of a Section 3(c)(7) Company;

  2. real estate held for investment purposes;

  3. commodity interests held for investment purposes;

  4. physical commodities held for investment purposes;

  5. to the extent not securities, financial contracts (as such term is defined in section 3(c)(2)(B)(ii) of the ICA entered into for investment purposes;

  6. in the case of a prospective qualified purchaser that is a Section 3(c)(7) Company, a company that would be an investment company but for the exclusion provided by section 3(c)(1) of the ICA, or a commodity pool, any amounts payable to such prospective qualified purchaser pursuant to a firm agreement or similar binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the prospective qualified purchaser upon the demand of the prospective qualified purchaser; and

  7. cash and cash equivalents (including foreign currencies) held for investment purposes. For purposes of this section, cash and cash equivalents include: (i) bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes; and (ii) the net cash surrender value of an insurance policy.

 

Disclosure Statement and Terms & Conditions

  1. The posting of information in relation to private investment funds on the Gaining the Edge and Hedge Connection website (the "Site") does not constitute an endorsement, offer to purchase, sell or exchange shares issued by such funds nor any other securities or advisory. No securities or brokerage transactions may take place on the Site. 

  2. Hedge Connection and Gaining the Edge are not a broker dealers or an investment advisers and are not registered as such under federal or state securities laws and will not facilitate or provide any broker dealer or advisory (or any related) services. 

  3. The materials and information on and accessible through the Site have been prepared for informational purposes only and do not constitute financial, legal, tax, or accounting advice nor advice on the suitability or profitability of any investments. The information provided by and accessed through the Site has been obtained from a variety of unaffiliated funds, investment managers, and other third parties. Gaining the Edge and Hedge Connection Inc. ("Hedge Connection") do not verify the accuracy or completeness of such information, and neither assumes responsibility for nor guarantees the accuracy, completeness, or reliability of the information or other materials that may be accessed through the Site. All performance or related information being provided herein by any third parties should be independently verified by you and your advisors.

  4. The Site contains links to third-party websites that may not be under the control of Gaining the Edge or Hedge Connection. Gaining the Edge and Hedge Connection make no representations whatsoever about any website to which you may have access through the Site. Access to any third-party website is done at your own risk. Gaining the Edge and Hedge Connection are not responsible for the accuracy or reliability of any qualitative or quantitative information available on these websites or for the quality of any products or services available on such sites. These links are provided merely as a convenience and this does not imply an endorsement or acceptance of responsibility for the content or use of the linked websites.

  5. The Site and all content and information is provided "as is" without warranty of any kind. Gaining the Edge and Hedge Connection EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES and conditions with regard to the Site and any results obtained from use of the Site including, without limitation, all conditions of merchantability or fitness for a particular purpose or use. GAINING THE EDGE AND HEDGE CONNECTION SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, COSTS, LOST OPPORTUNITIES OR EXPENSES RELATING TO THE ADEQUACY, ACCURACY, TRUTH, COMPLETENESS OR USE OF THE CONTENT AND INFORMATION CONTAINED ON THIS SITE.

  6. In making an introduction meeting with third-party manager through Hedge Connection or Gaining the Edge Website, no agency or fiduciary relationship, joint enterprise or partnership is established between you and us  In addition, any information you receive whether written or oral, including information concerning various investment strategies and/or performance returns during the meeting, will not have been verified or approved by us and is solely the responsibility of the third-party managers; and you acknowledge that we accept no responsibility for its accuracy or completeness.

  7. Investments in hedge funds and other private investment funds are speculative and involve a high degree of risk. Prospective investors could lose all or a substantial amount of their investment. Past results are not indicative of future performance. Alternative investments are suitable only for persons who are able to assume the risk of losing their entire investment. Alternative investments often engage in leveraging and other speculative investment practices that may increase the risk of investment loss; can be highly illiquid; may have restrictions on transferring interest; may have no secondary market nor is one expected to develop; are not required to provide periodic pricing or valuation information to investors: may involve complex tax structures and delays in distributing important tax information; are not subject to the same regulatory requirements as mutual funds or other investment vehicles: can be highly illiquid; can have volatile performance; may have higher fees than other investment vehicles, and these fees can offset profits. Alternative investment managers have total trading authority over their funds. Some portion of an alternative investments trades may be executed on a foreign exchanges. 

  8. The Site does not list, and does not purport to list, the risk factors associated with an investment in any of the hedge funds or any funds listed on the Site. Prospective investors should carefully read a fund's offering materials and related information for specific risks and other important information regarding that fund before investing. Prior to making any investment decision or hiring any investment manager, prospective investors should consult with a professional financial, legal, and tax advisor to assist in due diligence to determine the appropriateness of the risk associated with a particular investment.

  9. Gaining the Edge and Hedge Connection or its affiliates may receive fees from investment managers of funds advised by them for their use of the site and their access to personal information that certain users provide to Gaining the Edge and Hedge Connection, or may otherwise waive such fees in the event of a business relationship between such investment manager and Gaining the Edge and Hedge Connection or its affiliates. These arrangements do not imply sponsorship, endorsement, or approval of such funds by Gaining the Edge or Hedge Connection or any of its affiliates. Neither Gaining the Edge or Hedge Connection nor any of their affiliates perform any prior or ongoing due diligence, nor any other investigation of any fund in connection with such arrangements. Gaining the Edge and Hedge Connection and its affiliates make no guarantee whatsoever that any data or information appearing on the Site is accurate or complete.

  10. You represent, warrant, acknowledge and agree that you will indemnify and hold harmless Hedge Connection and Gaining the Edge and its principals, members and affiliates and agents from any and all losses, liabilities, damages, costs and expenses (including but not limited to attorneys fees and expenses) incurred or likely to be incurred by any of them as a result of your use of the Website and/or the portal, and as a result of any information, statements or materials provided (or omitted to be provided) by you on the Website or through the portal.

  11. Hedge Connection and Gaining the Edge reserves the right to revise or remove any part of the Disclosure statement and Terms and Conditions of Use, in its sole discretion, at any time, and without prior notice to you, by updating this posted version of the Terms and Conditions of Use. You are responsible for regularly reviewing this Website for changes to these Terms and Conditions of Use. Any changes are effective upon posting to this Website. IF YOU ARE DISSATISFIED OR DISAGREE WITH ANY CHANGES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE SITE AND SERVICES. Your continued use after a change has been posted constitutes your acceptance of those changes.