IMPORTANT DISCLOSURES AND DEFINITIONS

 

THE INFOMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL AND DISCUSSION PURPOSES ONLY AND IS NOT, AND MAY NOT BE RELIED ON IN ANY MANNER AS LEGAL, TAX OR INVESTMENT ADVICE OR AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST IN GACHI PARTNERS I LP (THE “GACHI FUND”). AN OFFERING OF LIMITED PARTNERSHIP INTERESTS (“INTERESTS”) IN THE GACHI FUND MAY ONLY BE MADE PURSUANT TO A CONFIDENTIAL MEMORANDUM OR SIMILAR WRITTEN MATERIAL (THE “MATERIAL”) AND THE GACHI FUND’S AMENDED AND RESTSTATED PARTNERSHIP AGREEMENT (THE “PARTNERSHIP AGREEMENT”) AND SUBSCRIPTION DOCUMENTS, WHICH WILL BE FURNISHED TO QUALIFIED INVESTORS (AND THEIR EMPLOYEES AND AGENTS) ON A CONFIDENTIAL BASIS AT THEIR REQUEST FOR THEIR CONSIDERATION IN CONNECTION WITH SUCH OFFERING. THE INFORMATION CONTAINED HEREIN WILL BE SUPERCEDED BY, AND IS QUALIFIED IN ITS ENTIRETY BY, REFERENCE TO THE MATERIAL, WHICH CONTAINS ADDITIONAL INFORMATION ABOUT THE INVESTMENT OBJECTIVES, TERMS AND CONDITIONS OF AN INVESTMENT IN THE GACHI FUND AND ALSO CONTAINS TAX INFORMATION AND RISK DISCLOSURES THAT ARE IMPORTANT TO ANY INVESTMENT DECISION REGARDING THE GACHI FUND. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY STATEMENT CONCERNING THE GACHI FUND OTHER THAN AS SET FORTH IN THE MATERIAL AND ANY SUCH STATEMENTS, IF MADE, MAY NOT BE RELIED UPON. THE INFORMATION CONTAINED HEREIN MUST BE KEPT STRCITLY CONFIDENTIAL AND MAY NOT BE REPRODUCED OR REDISTRIBUTED IN ANY FORMAT WITHOUT THE APPROVAL OF THE GACHI FUND. 

 

THIS EXECUTIVE SUMMARY AND THE GACHI FUND’S MEMORANDUM HAVE NOT BEEN FILED WITH OR APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR ANY OTHER STATE OR FEDERAL GOVERNMENTAL AGENCY OR ANY NATIONAL SECURITIES EXCHANGE OR ANY GOVERNMENTAL AGENCY OR EXCHANGE OF ANY OTHER JURISDICTION.  NEITHER THE SEC NOR ANY SUCH AGENCY OR EXCHANGE OF ANY JURISDICTION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THE EXECUTIVE SUMMARY OR THE PARTNERSIP’S MEMORANDUM OR THE MERITS OF AN INVESTMENT IN THE INTERESTS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE GACHI FUND IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. 

THE INTERESTS IN THE GACHI FUND ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), IN RELIANCE ON THE PROVISIONS OF REGULATION D UNDER THE 1933 ACT.  THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND GENERALLY MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM, AND AS PERMITTED IN THE PARTNERSHIP AGREEMENT. 
 

BEFORE DECIDING TO INVEST IN THE GACHI FUND, PROSPECTIVE INVESTORS SHOULD READ THE MATERIAL AND PAY PARTICULAR ATTENTION TO THE RISK FACTORS CONTAINED IN THE MATERIAL.  INTERESTS ARE SUITABLE ONLY FOR SOPHISTICATED INVESTORS AND QUALIFIED PURCHASERS FOR WHOM AN INVESTMENT IN THE GACHIFUND DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM, WHO FULLY UNDERSTAND AND ARE WILLING TO ASSUME THE RISKS INVOLVED IN THE GACHI FUND INVESTMENT STRATEGY AND WHO HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE GACHI FUND’S INVESTMENTS.  IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE GACHI FUND MATERIALS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NO REPRESENTATION IS MADE THAT THE GACHI FUND WILL OR IS LIKELY TO ACHIEVE ITS OBJECTIVES OR THAT ANY INVESTOR WILL OR IS LIKELY TO ACHIEVE RESULTS COMPARABLE TO THOSE SHOWN OR WILL MAKE ANY PROFIT AT ALL OR WILL BE ABLE TO AVOID INCURRING SUBSTANTIAL LOSSES.  PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

EXCEPT WHERE OTHERWISE INDICATED HEREIN, THE INFORMATION PROVIDED HEREIN IS BASED ON MATTERS AS THEY EXIST AS OF THE DATE OF PREPARATION AND NOT AS OF ANY FUTURE DATE, AND WILL NOT BE UPDATED OR OTHERWISE REVISED TO REFLECT INFORMATION THAT SUBSEQUENTLY BECOMES AVAILABLE, OR CIRCUMSTANCES EXISTING OR CHANGES OCCURRING AFTER THE DATE HEREOF.  PROSPECTIVE INVESTORS IN THE GACHI FUND SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF THE ACQUISITION, HOLDING AND DISPOSAL OF THE INTERESTS. PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN COUNSEL AND ADVISERS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN INTERESTS.  THE TERMS OF THIS EXECUTIVE SUMMARY AND THE GACHI FUND’S MEMORANDUM AS TO THE [INSERT] FUND ARE QUALIFIED IN THEIR ENTIRETY BY THE PARTNERSHIP AGREEMENT. 

CERTAIN INFORMATION HAS BEEN PROVIDED BY THIRD-PARTY SOURCES AND, ALTHOUGH BELIEVED TO BE RELIABLE, IT HAS NOT BEEN INDEPENDENTLY VERIFIED AND ITS ACCURACY OR COMPLETENESS CANNOT BE GUARANTEED. 

PAST PERFORMANCE IS NOT A GUIDE TO FUTURE RETURNS AND THE VALUE OF INVESTMENTS MAY FALL AS WELL AS RISE.  AN INVESTOR MAY LOSE ALL OR A SUBSTANTIAL AMOUNT OF THEIR INVESTMENT  NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE SHOWN. NOT FOR PUBLIC DISTRIBUTION.   INFORMATION PROVIDED HEREIN WAS SUPPLIED IN GOOD FAITH BASED ON INFORMATION WHICH [INSERT] CAPITAL MANAGEMENT LLC BELIEVES, BUT DOES NOT GUARANTEE, TO BE ACCURATE OR COMPLETE, HOWEVER [INSERT] CAPITAL MANAGEMENT LLC IS NOT RESPONSIBLE FOR ERROR OR OMISSIONS THAT MAY OCCUR. ANY INFORMATION PROVIDED BY THIRD PARTIES IS SUPPLIED IN GOOD FAITH BASED ON INFORMATION WHICH [INSERT] CAPITAL MANAGEMENT LLC BELIEVES, BUT DOES NOT GUARANTEE TO BE ACCURATE OR COMPLETE HOWEVER, [INSERT] CAPITAL MANAGEMENT LLC IS NOT RESPONSIBLE FOR ERRORS OR OMISSIONS THAT MAY OCCUR.

DISTRIBUTION OF THIS INFORMATION TO ANY PERSON OTHER THAN THE PERSON TO WHOM THIS INFORMATION WAS ORIGINALLY DELIVERED AND TO SUCH PERSON'S ADVISORS IS UNAUTHORIZED AND ANY REPRODUCTION OF THESE MATERIALS, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ANY OF THE CONTENTS, WITHOUT THE PRIOR CONSENT OF [INSERT] CAPITAL MANAGEMENT LLC IN EACH SUCH INSTANCE IS PROHIBITED.  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EACH RECIPIENT OF THIS SUMMARY (AND EACH EMPLOYEE, REPRESENTATIVE OR AGENT OF SUCH RECIPIENT) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF (I) [INSERT] CAPITAL MANAGEMENT LLC AND (II) ANY OF ITS ACTIVITIES, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE.

AFTER REVIEW OF THE OFFERING MATERIALS, EACH PROSPECTIVE INVESTOR IS INVITED TO MEET WITH REPRESENTATIVES OF THE [INSERT] FUND OR THE MANAGER OR THE GENERAL PARTNER TO DISCUSS WITH THEM, AND TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THEM, CONCERNING THE TERMS AND CONDITIONS OF INTERESTS.

 

ANY SPECIFIC INVESTMENTS REFERENCED IN THIS PRESENTATION WERE SELECTED FOR INCLUSION HEREIN BASED ON OBJECTIVE, NON-PERFORMANCE BASED CRITERIA [DESCRIBE THE CRITERIA] SOLELY FOR THE PURPOSE OF DESCRIBING THE TOOLS [INSERT] CAPITAL MANAGEMENT LLC MAY PROVIDE OUR INVESTORS WITH RESPECT TO THE TRANSPARENCY OF THE UNDERLYING INVESTMENTS.  A COMPLETE LIST OF ALL PRIOR RECOMMENDATIONS WITHIN THE SAME TIME PERIOD IS AVAILABLE UPON REQUEST.  HOWEVER, [INSERT] IS UNDER NO OBLIGATIONS TO MAKE THE SAME OR SIMILAR INVESTMENTS AS THOSE DESCRIBED HEREIN AVAILABLE TO THE [INSERT] FUND.  [ANY MODELS CONTAINED HEREIN HAVE BEEN PROVIDED FOR DISCUSSION PURPOSES ONLY.  THERE CAN BE NO ASSURANCE THAT BUSINESS OPPORTUNITIES DESCRIBED IN THESE MODELS OR OTHER MATERIALS HEREIN WILL BECOME AVAILABLE TO [INSERT] CAPITAL MANAGEMENT LLC.] IT SHOULD NOT BE ASSUMED THAT ANY BUSINESS OPPORTUNITIES DESCRIBED BY THESE MODELS WOULD BE PROFITABLE IF IMPLEMENTED. [UNLESS IT IS OTHERWISE SPECIFICALLY INDICATED, ALL RETURNS, WHETHER HYPOTHETICAL OR ACTUAL, ARE CALCULATED [SINCE INCEPTION].  ADDITIONALLY, UNLESS SPECIFICALLY INDICATED, ALL RETURNS REFLECT THE REINVESTMENT OF DIVIDENDS AND OTHER EARNINGS AND ALL ACTUAL RETURNS ARE BASED ON [UNAUDITED FINANCIAL INFORMATION].  FINALLY, UNLESS SPECIFICALLY INDICATED, THE RETURN INFORMATION REFLECTS [DOES NOT  REFLECT] THE DEDUCTION OF MANAGEMENT FEE AND PERFORMANCE COMPENSATION/CARRIED INTEREST OF THE FUND MANAGERS OR THEIR AFFILIATES [BUT MAY NOT REFLECT THE DEDUCTION OF THE FUND’S EXPENSES].  [THUS CERTAIN FUND EXPENSES WILL REDUCE THE RETURNS ACCORDINGLY]. [WHERE THE RETURN INFORMATION IS PROVIDED ON A GROSS BASIS, MANAGEMENT FEES AND PERFORMANCE COMPENSATION/CARRIED INTEREST DESCRIBED ON SLIDE 17 OF THIS PRESENTATION AND OTHER FUND EXPENSES WILL REDUCE THE RETURNS ACCORDINGLY]

•[WILL YOU BE MARKETING YOUR FUND THROUGH A BROKER DEALER?  IF NOT, THE BRACKETED DISCLOSURES BELOW CAN BE DELETED.  IF YES, CONSIDER EXPANDING THE LIST OF RISK FACTORS]  [AN INVESTMENT IN THE [INSERT] CAPITAL MANAGEMENT LLC ENTAILS SUBSTANTIAL RISKS, INCLUDING, BUT NOT LIMITED TO, THOSE LISTED BELOW. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING SUMMARY OF RISK FACTORS IN DETERMINING WHETHER AN INVESTMENT IN [INSERT] CAPITAL MANAGEMENT LLC IS SUITABLE:

 

OVERALL INVESTMENT RISK. INVESTMENT IN [INSERT] CAPITAL MANAGEMENT LLC INVOLVES A SIGNIFICANT DEGREE OF RISK. THERE CAN BE NO ASSURANCE THAT [INSERT] CAPITAL MANAGEMENT LLC INVESTMENT OBJECTIVE WILL BE ACHIEVED OR THAT THERE WILL BE A RETURN OF CAPITAL. THE INTERESTS ARE SUITABLE FOR INVESTMENT ONLY BY SOPHISTICATED INDIVIDUALS AND INSTITUTIONS FOR WHOM AN INVESTMENT IN [INSERT] CAPITAL MANAGEMENT LLC DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM AND WHO FULLY UNDERSTAND AND ARE CAPABLE OF ASSUMING THE RISKS OF AN INVESTMENT.

 

DEPENDENCE UPON KEY PERSONNEL.  THE SUCCESS OF [INSERT] CAPITAL MANAGEMENT LLC DEPENDS UPON THE ABILITY OF THE KEY PERSONNEL TO DEVELOP AND IMPLEMENT OPERATIONAL STRATEGIES THAT ACHIEVE [INSERT] CAPITAL MANAGEMENT LLC’S INVESTMENT OBJECTIVE.  IF [INSERT] CAPITAL MANAGEMENT LLC WERE TO LOSE THE SERVICES OF CERTAIN KEY PERSONNEL, THE CONSEQUENCE TO [INSERT] CAPITAL MANAGEMENT LLC COULD BE MATERIAL AND ADVERSE.]

 

THIS PRESENTATION CONTAINS IMPORTANT DISCLOSURES AND NOTES WHICH MUST BE READ CAREFULLY IN CONJUNCTION WITH THE INFORMATION CONTAINED HEREIN, INCLUDING IMPORTANT DEFINITIONS. 

 

 

DEFINITIONS

 

Returns / performance reporting based on information provided by Morningstar, Inc. © 2014 Morningstar, Inc. All Rights Reserved. Part of the mutual fund data contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Investment results shown represent historical performance and do not guarantee future results. Investment returns and principal values fluctuate with changes in interest rates and other market conditions so the value, when redeemed, may be worth more or less than original costs. Current performance may be lower or higher than the performance data.  Furthermore, financial indicators and benchmarks are unmanaged, do not reflect any management fees or performance compensation, assume reinvestment of income, are for illustration purposes only, and have limitations when used for such purposes because they may have volatility, credit, or other material characteristics that are different from a particular private fund. [PLEASE DESCRIBE ANY OTHER MATERIALS DIFFERENCES WITH BENCHMARKS USED AND ANY OTHER LIMITATIONS]

 

The S&P 500 (Standard & Poor’s 500) Index is an unmanaged, market-value weighted index (stock price times number of shares outstanding) representing the aggregate market value of the common equity of 500 companies primarily traded on the New York Stock Exchange.  Each stock’s weight in the index is proportionate to its market value.  The index is a widely-used benchmark of U.S. equity performance.

 

Global Private Equity Index [DEFINE OR DESCRIBE THE SPECIFIC INDEX] [IS IT THE SAME AS CAMBRIDGE ASSOCIATES GLOBAL  PRIVATE EQUITY & VENTURE CAPITAL INDEX AND/OR CAMBRIDGE ASSOCIATES GLOBAL  PRIVATE EQUITY INDEX? ALL ARE REFERRED TO  SEEMINGLY INTERCHANGEABLY ON SLIDES 7, 8 AND 9]

 

Barclays Government/Credit Index [DEFINE] [is an index composed of U.S. Dollar-denominated Government, Government-related And Investment-grade U.S. corporate bonds]