This material has been prepared by Man Global Private Markets (USA) Inc., (“Man GPM”) and is distributed by Man Investments Inc. (“Man Investments”), each of which is a member of Man Group. Man GPM is registered as an “investment adviser” with the U.S. Securities and Exchange Commission (the “SEC”). “Man Group” refers to the group of entities affiliated with Man Group plc. Man Investments is registered as a broker-dealer with the US Securities and Exchange Commission (“SEC”) and is a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). The registrations and memberships above in no way imply a certain level of skill or that the SEC, FINRA or SIPC have endorsed the entities, products or services discussed herein. In the U.S, Man Investments Inc. can be contacted at 452 Fifth Avenue, 27th floor, New York, NY 10018, Telephone: (212) 649-6600.
The investments described herein may be private investment funds and/or managed accounts and utilize “Alternative Investment Strategies”. Alternative investment Strategies, depending upon their investment objectives may invest and trade in many different markets, strategies and instruments (including securities, non-securities and derivatives) and are NOT subject to the same regulatory requirements as mutual funds, including mutual fund requirements to provide certain periodic and standardized pricing and valuation information to investors. There are substantial risks in investing in an Alternative Investment. The Offering Documents contain important information concerning risk factors, including a more comprehensive description of the risks and other material aspects of the investment, and should be read carefully before any decision to invest is made. You should not rely in any way on this summary.
You should note that:
Alternative Investment Strategies are speculative investments and involves a high degree of risk. Investors must have the financial ability, sophistication/experience and willingness to bear the risks of an investment in an alternative investment. An investor could lose all or a substantial portion of his/her/its investment.
An investment in an Alternative Investment should be discretionary capital set aside strictly for speculative purposes. The strategy is not suitable for all investors and is only intended for qualified and sophisticated investors.
The strategy invests in real property which is specialist sector that may be less liquid and produce more volatile performance than an investment in other investment sectors. The value of capital and income will fluctuate as property values and rental income rise and fall. The valuation of property is generally a matter of valuers’ opinion rather than fact. The amount raised when a property is sold may be less than the valuation. The value of an investment and any income derived from it can go down as well as up and investors may not get back their original amount invested. Alternative investments can involve significant additional risks.
An Alternative Investment’s offering documents may not have been reviewed or approved by federal or state regulators, and it may contain privately placed interests which are not federally or state registered.
Some Alternative Investments may be illiquid and there may be significant restrictions on transferring or redeeming interests in an Alternative Investment. There may be no secondary market for an investor’s investment in an Alternative Investment.
Certain portfolio assets may be illiquid and without a readily ascertainable market value. Since the value assigned to portfolio investments affects a manager’s or advisor’s compensation, the manager’s or advisor’s involvement in the valuation process creates a potential conflict of interest. The value assigned to such portfolio investments may differ from the value an Alternative Investment is able to realize.
An Alternative Investment may have little or no operating history or performance and may use performance which may not reflect actual trading of the Alternative Investment and should be reviewed carefully. Investors should not place undue reliance on hypothetical, pro forma or predecessor performance.
An Alternative Investment’s manager or advisor has total trading authority over an Alternative Investment. The death or disability of the manager or advisor, or their departure, may have a material adverse effect on an Alternative Investment.
An Alternative Investment may use a single advisor or employ a single strategy, which could mean a lack of diversification and higher risk. An Alternative Investment’s performance may be volatile.
An Alternative Investment may involve a complex tax structure, which should be reviewed carefully, and may involve structures or strategies that may cause delays in important tax information being sent to investors.
An Alternative Investment’s fees and expenses which may be substantial regardless of any positive return may offset such Alternative Investment’s trading profits. If an Alternative Investment’s investments are not successful, these payments and expenses may, over a period of time, deplete the net asset value of an Alternative Investment.
An Alternative Investment and its managers/advisors may be subject to various conflicts of interest.
An alternative investment strategy or technique aimed to reduce the risk of loss which may not be successful.
Alternative investments may not be required to provide periodic pricing or valuation information to investors.
Limited liquidity – Your ability to redeem (liquidate) your Units or certain portfolio assets may be limited and subject to certain restrictions and conditions under the Fund or Investment Agreement. No secondary public market for the sale of certain assets may exist.
Concentration – The strategy may use a single advisor or employ a single strategy, which could mean a lack of diversification and higher risk.
Man Global Private Markets (USA) Inc
452 Fifth Avenue, 27th Floor
New York, NY 10018 USA
Man Investments Inc., Member FINRA and SIPC
No securities commission or similar authority in Canada has reviewed or in any way passed upon this document or the merits of the securities described herein and any representation to the contrary is an offence.
This is not the final offering memorandum but rather a preliminary description of the investment opportunity which has been prepared solely for the benefit of accredited investors who are also permitted clients under applicable Canadian securities laws. If and when the final offering memorandum is prepared, only accredited investors (who are, where applicable, also permitted clients) entitled under applicable Canadian securities laws in the relevant Canadian offering jurisdictions will be entitled to participate in the offering.
Securities legislation in certain of the Canadian jurisdictions provides purchasers pursuant to an offering memorandum with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment to it contains a “misrepresentation” . Where used herein, “misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation.
Section 130.1 of the Securities Act (Ontario) provides that every purchaser of securities pursuant to an offering memorandum shall have a statutory right of action for damages or rescission against the issuer in the event that the offering memorandum contains a misrepresentation. A purchaser who purchases securities offered by an offering memorandum during the period of distribution has, without regard to whether the purchaser relied upon the misrepresentation, a right of action for damages or, alternatively, while still the owner of the securities, for rescission against the issuer and the selling security holders, provided that:
(a) if the purchaser exercises its right of rescission, it shall cease to have a right of action for damages against the issuer;
(b) the issuer will not be liable if they prove that the purchaser purchased the securities with knowledge of the misrepresentation;
(c) the issuer will not be liable for all or any portion of damages that it proves do not represent the depreciation in value of the securities as a result of the misrepresentation relied upon; and
(d) in no case shall the amount recoverable exceed the price at which the securities were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
(a) in the case of an action for rescission, 180 days from the day of the transaction that gave rise to the cause of action; or
(b) in the case of an action for damages, the earlier of:
(i) 180 days from the day that the purchaser first had knowledge of the facts giving rise to the cause of action; or
(ii) three years from the day of the transaction that gave rise to the cause of action.
The rights referred to in section 130.1 of the Securities Act (Ontario) do not apply in respect of an offering memorandum delivered to a prospective purchaser in connection with a distribution made in reliance on the exemption from the prospectus requirement in section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions (the “accredited investor” exemption) if the prospective purchaser is:
(a) a Canadian financial institution or a Schedule III bank,
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada), or
(c) a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary.
The foregoing summary is subject to the express provisions of the Securities Act (Ontario) and the regulations, rules and instruments thereunder, and reference is made to the complete text of such provisions contained therein. Such provisions may contain limitations and statutory defenses on which the issuer may rely. The enforceability of these rights may be limited.
Similar rights may be available to investors resident in other Canadian jurisdictions under local provincial securities laws.
The issuer and related entities, their affiliates, and their respective shareholders, members, partners, managers, directors, officers, principals, employees and agents, are not registered with or licensed by any securities regulatory authority in Canada and, accordingly, the protections available to clients of a registered adviser, dealer or investment fund manager will not be available to purchasers in Canada.
Man Investments, Inc. (“MII”) will be relying on the international dealer exemption pursuant to subsection 8.18(2) of NI 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations in Ontario. Please note that:
I. MII is not registered in Ontario to trade in securities;
II. MII’s head office or principal place of business is located in the State of New York, U.S.A.;
III. all or substantially all of MII’s assets may be situated outside of Canada;
IV. there may be difficulty enforcing legal rights against MII because of the above;
V. the name and address of MII’s agent for service of process in Ontario is 152928 Canada Inc., c/o Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9.
Please note that MII’s agent for service of process is solely for purposes of serving upon it notices, pleadings, subpoenas, summons or other processes in actions, investigations or administrative, criminal, quasi-criminal or other proceedings arising out of or relating to or concerning MII’s activities in Ontario.