|Website Terms & Conditions|
Global Fund Exchange Holdings LLC User Agreement By accessing or using this Global Fund Exchange Holdings LLC (“hereafter known as Global Fund Exchange for short”) web site, www.globalfundexchange.com and / or www.gfxgroup.net (the “Site”), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Global Fund Exchange, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, “Content”) available on or through the Site.
A. Global Fund Exchange grants you a limited right and license to use the Site solely for the purposes of reviewing the information posted herein relating to your investment(s). Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site. You may not violate or attempt to violate the security of the Site.
B. The Site and its Content are owned by Global Fund Exchange, its affiliates, and/or third parties. The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Global Fund Exchange, its affiliates and/or third parties. Global Fund Exchange Holdings LLC, globalfundexchange.com, gfxgroup.net and other names and indicia of Global Fund Exchange and its products and/or services are exclusive trademarks and service marks or registered trademarks of Global Fund Exchange Holdings LLC Corp. Other product and company names appearing on the Site may be trademarks of their respective owners. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not publish, broadcast, retransmit, reproduce, repackage, frame, use, copy, exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement. You may print copies of any accessible portion or portions of the Site only for your own personal use. You may discuss information that you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions. You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site.
C. You make certain representations and warranties regarding your use of the Site. You represent and warrant that: you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement; you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and you will not delete any Content on the Site.
D. All Content is for informational purposes only. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable. Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax or legal advice. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY OR INVESTMENT STYLE IS NOT INDICATIVE OF FUTURE PERFORMANCE.
E. There are various risks you assume in relying on the Content. We make reasonable efforts to provide accurate Content on the Site, but at times we may not promptly update or correct the Site even if we are aware that it is inaccurate, outdated or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party. You agree that we are not liable for any action you take or decision you make in reliance on any Content.
F. If Global Fund Exchange provides you with a password, you must keep your password confidential. Global Fund Exchange may provide you with a password to access certain areas of the Site. You are solely responsible for maintaining the confidentiality and security of your password. You may not disclose your password to any third party. You accept full responsibility for any use of your password. You must notify Global Fund Exchange immediately of any actual or suspected loss, theft or unauthorized use of your password. We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arise from such use or action or from your failure to comply with these provisions.
G. Global Fund Exchange is not liable for any technological problems and any impact that they may have. All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Site is secure but we do not guarantee the security of the Site. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. We are not liable for any defects, delays or errors in or resulting from your use of the Site.
H. Global Fund Exchange is not responsible for information on any third party web site. If you access any third party web site through the Site or otherwise, you do so at your own risk. Hyperlinks to or from the Site do not constitute third party endorsement, sponsorship or affiliation of, with or by us. H. Global Fund Exchange has the right but not the obligation to monitor and record activity on the Site and respond as it deems appropriate. We may monitor and record activity on the Site for any reason or for no reason. We may investigate any complaint or reported violation of our policies. We may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate. We may issue warnings, suspend or terminate use of the Site, deny access to all or part of the Site or take any other action that we deem appropriate.
J. Global Fund Exchange DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND THE CONTENT THAT THE LAW ALLOWS IT TO DISCLAIM. THE SITE, INCLUDING ALL CONTENT, IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR THE CONTENT.
K. Global Fund Exchange'S LIABILITY WITH RESPECT TO THE SITE AND THE CONTENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, THE CONTENT, THE INABILITY TO USE THE SITE, OR TRANSACTIONS ENTERED INTO THROUGH THE SITE. OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES THAT YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE. UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Global Fund Exchange, ITS AGENTS AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE AND THE CONTENT IS $100. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.
L. You will be responsible for any liability to Global Fund Exchange that arises out of your breach of this User Agreement or your use of the Site. You agree to indemnify, defend and hold harmless Global Fund Exchange and its affiliates, agents and employees from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to: your use of the Site, your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement, your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.
M. You and Global Fund Exchange agree to settle our disputes without a jury under the substantive provisions of New York State law. This User Agreement and all terms and conditions included or incorporated by reference will be governed by and interpreted in accordance with the laws of the State of New York that apply to agreements made and wholly performed therein, without giving effect to conflicts of law principles. You hereby consent to the exclusive jurisdiction of the Southern District of New York or any New York State Court located in the Borough of Manhattan, New York, in all disputes arising from or relating to this User Agreement or your access to or use of the Site. You hereby waive any objection to venue or inconvenient forum laid therein. You hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, any and all rights to trial by jury in all disputes arising from or relating to this User Agreement or your access to or use of the Site.
N. You will be bound by revised versions of this User Agreement that Global Fund Exchange posts on the Site. Modifications will be effective immediately upon posting unless we indicate otherwise. Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
O. You are bound by certain other general conditions. We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void. If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of the User Agreement shall remain in full force and effect. This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Global Fund Exchange concerning the subject matter hereof.
The past performance of the Investment Manger, its principals [, members,] or employees is not indicative of future returns. There is no guarantee that the Investment Manager will be successful in achieving the Fund's investment objectives. An investment in the Fund contains risks, including the risk of complete loss. The risk management practices and methods described herein are for illustrative purposes only and are subject to modification.
Nothing set forth herein shall constitute an offer to sell any securities or constitute a solicitation of an offer to purchase any securities. Any such offer to sell or solicitation of an offer to purchase shall be made only by formal offering documents, which include,
Use of this web site is governed by this User Agreement. The content contained on this site is believed to be accurate at the time it was posted, but is provided to users "AS IS" without any express or implied warranty as to merchantability, non-infringement, accuracy, completeness, timeliness, sequencing, fitness for a particular purpose or otherwise. Please read this user agreement carefully before using the site. By continuing to browse this and any other linked websites and each time you use the site, your use indicates your full acceptance of and agreement to abide by this user agreement in its then current form. If you do not accept the terms and conditions stated in this user agreement, do not use the site and close your browser.
Before making an investment decision with respect to the Earth Wind & Fire Fund Ltd (the “Fund”) managed by Global Fund Exchange Ltd. (the “Investment Manager”), potential investors are advised to read carefully the respective offering documents (including any relevant underlying agreements) and the related subscription documents regarding the Fund when they are available, and to consult with their tax, legal, ERISA and financial advisors. This document contains a preliminary summary of the purpose and principal business terms of the Fund; this summary does not purport to be complete and is qualified in its entirety by reference to the more detailed discussions to be contained in the Fund's offering documentation. The Investment Manager has the ability in its sole discretion to change the strategies described herein. Although this document discusses the Fund's activities in the present tense, such language should be read as anticipatory as the Fund has not commenced any trading activities and will not do so until it has been formed and it has raised sufficient assets, in the Investment Manager's sole discretion, to effectuate its objectives and strategies.
Manager maintains the right to delete or modify information without prior notice. Charts, tables and graphs contained in this document are not intended to be used to assist
This document is being provided to you on a confidential basis solely to assist you in deciding whether or not to proceed with a further investigation of the Fund. Accordingly, this document may not be reproduced in whole or part, and may not be delivered to any person without the consent of the Investment Manager.
Under the Securities Act of 1933, a company that offers or sells its securities must register the securities with the SEC or find an exemption from the registration requirements. The Act provides companies with a number of exemptions. For some of the exemptions, such as rules 505 and 506 of Regulation D, a company may sell its securities to what are known as "accredited investors."
The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:
For more information about the SEC’s registration requirements and common exemptions, please visit. http://www.sec.gov/answers/accred.htm
Unlike a 3(c)(1) hedge fund where investors only generally need to be accredited investors and potentially qualified clients, all investors in a 3(c)(7) hedge fund must be “qualified purchasers.”
A qualified purchaser is a greater requirement than an accredited investor and a qualified client. Generally only super high net worth individuals and institutional investors will fit within the definition of qualified client. Because of this fact there are less 3(c)(7) hedge funds than 3(c)(1) hedge funds. Also, most 3(c)(7) funds are going to be funds with greater intial investment requirements and will be marketed towards the institutional market. Because of this 3(c)(7) hedge fund will tend to have greater assets than many 3(c)(1) hedge funds. The definition of “qualified purchaser” is found in the Investment Company Act of 1940.
The definition includes:
For the purpsoes 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.