THIS WEBSITE IS FOR GENERAL INFORMATION ONLY, IS NOT A PROSPECTUS OR ADVERTISEMENT AND DOES NOT CONSTITUTE LEGAL, TAX OR INVESTMENT ADVICE OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES. ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE INTERESTS (THE “INTERESTS”) IN H VENTURE BRAND FUND, L.P., A DELAWARE LIMITED PARTNERSHIP (THE “FUND”) SHALL BE MADE ONLY BY FORMAL OFFERING DOCUMENTS, WHICH INCLUDE, AMONG OTHERS, A LIMITED PARTNERSHIP AGREEMENT AND SUBSCRIPTION AGREEMENT. THIS WEBSITE CONTAINS A PRELIMINARY SUMMARY OF THE PURPOSE AND PRINCIPAL BUSINESS TERMS OF THE FUND AND DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FUND'S OFFERING DOCUMENTS. H VENTURE PARTNERS HAS THE ABILITY, IN ITS SOLE DISCRETION, TO CHANGE OR DEVIATE FROM THE STRATEGIES DESCRIBED HEREIN AND THE TERMS APPLICABLE TO AN INVESTMENT IN THE FUND MAY CHANGE FROM THE TIME YOU RECEIVE THESE MATERIALS AND THE TIME YOU RECEIVE THE OFFERING DOCUMENTS. SUCH OFFERING DOCUMENTS CONTAIN ADDITIONAL INFORMATION NOT SET FORTH HEREIN THAT IS MATERIAL TO ANY DECISION TO INVEST IN THE FUND, INCLUDING A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH SUCH AN INVESTMENT. ANY INDICATIONS OF INTEREST FROM PROSPECTIVE INVESTORS IN RESPONSE TO THE INFORMATION PROVIDED IN THESE MATERIALS INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.
THE GENERAL PARTNER OF THE FUND (THE “GENERAL PARTNER”) WILL BE H VENTURE PARTNERS I GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY. THE MANAGER OF THE FUND WILL BE H VENTURE MANAGEMENT, LLC, AN OHIO LIMITED LIABILITY COMPANY (THE “MANAGEMENT COMPANY” OR “H VENTURE PARTNERS”). EXCEPT AS DESCRIBED ABOVE, THIS WEBSITE MAY NOT BE USED FOR ANY OTHER PURPOSE. PROSPECTIVE INVESTORS SHOULD READ THIS WEBSITE CAREFULLY BEFORE DECIDING WHETHER TO ACQUIRE THE INTERESTS.
THIS WEBSITE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, INTERESTS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN AS SET FORTH IN THIS WEBSITE AND ANY REPRESENTATION OR INFORMATION PROVIDED BUT NOT SET FORTH HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, THE GENERAL PARTNER, THE MANAGEMENT COMPANY, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS, AFFILIATES, OR AGENTS. THE DELIVERY OF THIS WEBSITE DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE ON THE COVER HEREOF (OR SUCH EARLIER DATE AS MAY BE DESIGNATED HEREIN WITH RESPECT TO INFORMATION SET FORTH HEREIN). THIS WEBSITE IS NOT COMPLETE AND MAY BE CHANGED AND/OR SUPPLEMENTED FROM TIME TO TIME. FOR ALL PURPOSES AT LAW OR EQUITY, THE FUND SHALL BE CONCLUSIVELY DEEMED TO BE THE SOLE AND EXCLUSIVE MAKER OF ALL STATEMENTS WITHIN THIS WEBSITE.
CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES AND FROM THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, MANAGEMENT PROJECTIONS, MARKET FORECASTS, INTERNAL AND EXTERNAL SURVEYS, MARKET RESEARCH, PUBLICLY AVAILABLE INFORMATION AND INDUSTRY PUBLICATIONS. IN ADDITION, CERTAIN INFORMATION CONTAINED HEREIN MAY HAVE BEEN OBTAINED FROM COMPANIES IN WHICH INVESTMENTS HAVE BEEN MADE BY ENTITIES AFFILIATED WITH THE MANAGEMENT COMPANY OR ENTITIES FORMERLY AFFILIATED WITH THE PRINCIPALS, OFFICERS OR EMPLOYEES OF THE MANAGEMENT COMPANY OR ITS AFFILIATES (EACH SUCH COMPANY AND ENTITY, A “THIRD PARTY SOURCE”). WHILE BELIEVED TO BE RELIABLE, NONE OF THE FUND, THE GENERAL PARTNER, THE MANAGEMENT COMPANY, ANY THIRD PARTY SOURCE OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, MEMBERS, PARTNERS, SHAREHOLDERS, AFFILIATES, OR AGENTS ASSUMES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SIMILARLY, INTERNAL SURVEYS, FORECASTS OR MARKET RESEARCH, WHILE ALSO BELIEVED TO BE RELIABLE, HAVE NOT BEEN INDEPENDENTLY VERIFIED AND NONE OF THE FUND, THE GENERAL PARTNER, THE MANAGEMENT COMPANY, ANY THIRD PARTY SOURCE OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION AS TO THE ACCURACY OF SUCH INFORMATION. THIS WEBSITE CONTAINS OPINIONS WHICH ARE EXPRESSED AS OF THE DATE HEREOF AND MAY CHANGE AS SUBSEQUENT CONDITIONS VARY.
THE CONTENTS OF THIS WEBSITE SHOULD NOT BE CONSIDERED TO BE LEGAL, TAX, INVESTMENT OR OTHER ADVICE, AND EACH RECEPIENT SHOULD CONSULT WITH ITS COUNSEL AND ADVISORS AS TO ALL LEGAL, TAX, REGULATORY, FINANCIAL, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE INTERESTS AND AS TO WHETHER THE INTERESTS ARE SUITABLE FOR SUCH INVESTOR. FURTHER, PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING, OR DISPOSAL OF THE INTERESTS, AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY OTHER REGULATORY AUTHORITY HAS APPROVED, PASSED ON OR ENDORSED THE MERITS OF ANY INVESTMENT OPPORTUNITY THAT MAY BE DESCRIBED HEREIN. NO REGULATORY AUTHORITY OR OTHER THIRD PARTY HAS CONFIRMED THE ACCURACY OR DETERMINBED THE ADEQUACY OF THIS PRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR NON-U.S. JURISDICTION, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE OR NON-U.S. SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF INVESTMENT IN THE INTERESTS FOR AN EXTENDED PERIOD OF TIME. THERE WILL NOT BE ANY PUBLIC MARKET FOR THE INTERESTS. TRANSFERS OF INTERESTS ARE GENERALLY PROHIBITED WITHOUT THE CONSENT OF THE GENERAL PARTNER, AND CERTAIN FEDERAL, STATE, AND NON-U.S. SECURITIES LAWS ALSO RESTRICT TRANSFERS OF INTERESTS. THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).
EACH OF THE GENERAL PARTNER AND THE MANAGEMENT COMPANY IS EXEMPT FROM REGISTRATION WITH THE COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”) AS A COMMODITY POOL OPERATOR (“CPO”). THEREFORE, UNLIKE A REGISTERED CPO, THE GENERAL PARTNER AND THE MANAGEMENT COMPANY ARE NOT REQUIRED TO DELIVER A DISCLOSURE DOCUMENT (AS DEFINED UNDER CFTC REGULATIONS) TO PARTICIPANTS IN THE FUND. THE GENERAL PARTNER AND THE MANAGEMENT COMPANY QUALIFY FOR EXEMPTION FROM REGISTRATION WITH THE CFTC BECAUSE, AMONG OTHER THINGS, EITHER (A) THE AGGREGATE INITIAL MARGIN AND PREMIUMS REQUIRED TO ESTABLISH COMMODITY INTEREST POSITIONS (IF ANY) WILL NOT EXCEED 5% OF THE LIQUIDATION VALUE OF THE FUND’S PORTFOLIO OR (B) THE AGGREGATE NET NOTIONAL VALUE OF THE FUND’S COMMODITY INTEREST POSITIONS (IF ANY) WILL NOT EXCEED 100% OF THE LIQUIDATION VALUE OF THE FUND’S PORTFOLIO.
AN INVESTMENT IN THE INTERESTS IS SPECULATIVE AND INVOLVES SIGNIFICANT RISKS. AN INVESTOR SHOULD UNDERSTAND SUCH RISKS AND HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THEM FOR AN INDEFINITE PERIOD OF TIME AND THE ABILITY TO SUSTAIN THE LOSS OF ITS ENTIRE INVESTMENT. NO ASSURANCE CAN BE GIVEN THAT THE FUND WILL BE ABLE TO IMPLEMENT ITS INVESTMENT STRATEGY OR ACHIEVE ITS INVESTMENT OBJECTIVE OR TARGET RETURN AND INVESTMENT RESULTS MAY VARY SUBSTANTIALLY ON A MONTHLY, QUARTERLY OR ANNUAL BASIS. AN INVESTOR’S INVESTMENT IN THE FUND SHOULD ONLY COMPRISE A PORTION OF THE INVESTOR’S PORTFOLIO AND SHOULD ONLY SERVE AS PART OF AN OVERALL INVESTMENT STRATEGY.
THE INTERESTS ARE NOT DEPOSITS IN, OBLIGATIONS OF, OR GUARANTEED BY THE GENERAL PARTNER, THE MANAGEMENT COMPANY OR ANY OF THEIR AFFILIATES, ARE NOT INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION, THE U.S. FEDERAL RESERVE BOARD, OR ANY OTHER U.S. OR NON-U.S. GOVERNMENTAL AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED. ANY LOSSES IN THE FUND ARE BORNE SOLELY BY INVESTORS IN THE FUND AND SUCH LOSSES ARE GENERALLY NOT BORNE BY THE MANAGEMENT COMPANY OR ITS AFFILIATES.
IN CONSIDERING ANY PRIOR PERFORMANCE OR INVESTMENT HISTORY INFORMATION THAT MAY BE CONTAINED IN THIS PRESENTATION, PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT SUCH INFORMATION THAT MAY BE INDICATED HEREIN IS NEITHER A GUARANTEE NOR INDICATIVE OF THE FUTURE PERFORMANCE OR INVESTMENT RETURNS OF THE FUND, AND ACTUAL EVENTS OR CONDITIONS THAT WILL IMPACT THE FUND’S PERFORMANCE MAY NOT BE CONSISTENT WITH, AND MAY DIFFER MATERIALLY FROM, HISTORICAL EVENTS OR CONDITIONS. AN INVESTMENT IN THE FUND DOES NOT REPRESENT AN INTEREST IN ANY INDICATED INVESTMENT OR ANY INVESTMENT PORTFOLIO OF ANY RELATED OR OTHER INVESTMENT VEHICLE, INCLUDING ANY INVESTMENT VEHICLE MANAGED BY THE MANAGEMENT COMPANY OR ANY OF ITS AFFILIATES, OR ANY INVESTMENT VEHICLE MANAGED BY ELIZABETH EDWARDS AND/OR JIM STENGEL (THE “PRINCIPALS”), ANY OF THE OFFICERS OR EMPLOYEES OF THE MANAGEMENT COMPANY OR ITS AFFILIATES PRIOR TO JOINING THE MANAGEMENT COMPANY. ANY INFORMATION REGARDING PRIOR PERFORMANCE OF OTHER INVESTMENTS, INCLUDING AFFILIATED INVESTMENT VEHICLES AND INVESTMENT VEHICLES MANAGED BY ANY OF THE PRINCIPALS, OFFICERS OR EMPLOYEES OF THE MANAGEMENT COMPANY OR ITS AFFILIATES PRIOR TO JOINING THE MANAGEMENT COMPANY, IS NOT NECESSARILY INDICATIVE OF ACTUAL RESULTS TO BE OBTAINED BY THE FUND. EXCEPT AS OTHERWISE PROVIDED, THE PRIOR RETURN AND INEVSTMENT HISTORY INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED OR VERIFIED BY ANY INDEPENDENT PARTY AND SHOULD NOT BE CONSIDERED REPRESENTATIVE OF THE RETURNS THAT MAY BE RECEIVED BY THE FUND OR ITS INVESTORS. CERTAIN FACTORS EXIST THAT MAY AFFECT COMPARABILITY INCLUDING, AMONG OTHERS, THE DEDUCTION OF FEES AND EXPENSES AND THE PAYMENT OF A CARRIED INTEREST (WHICH MAY BE DIFFERENT FOR THE FUND). THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE COMPARABLE RESULTS OR BE ABLE TO AVOID LOSSES.
CERTAIN INFORMATION CONTAINED IN THIS PRESENTATION CONSTITUTES “FORWARD-LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “PROJECT,” “ESTIMATE,” “INTEND,” “CONTINUE,” “TARGET,” “BELIEVE,” THE NEGATIVE OR INVERSE FORMS THEREOF, OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES INHERENT IN THE CAPITAL MARKETS OR OTHERWISE FACING THE ASSET MANAGEMENT INDUSTRY, ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS.
THE INTERESTS ARE BEING OFFERED SUBJECT TO VARIOUS CONDITIONS, INCLUDING: (I) WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE TERMS OF SALE WITHOUT NOTICE, (II) THE RIGHT OF THE GENERAL PARTNER TO REJECT ANY SUBSCRIPTION FOR AN INTEREST, IN WHOLE OR IN PART, FOR ANY REASON; AND (III) THE APPROVAL OF CERTAIN MATTERS BY LEGAL COUNSEL TO THE FUND AND THE GENERAL PARTNER. PRIOR TO ACQUIRING AN INTEREST, EACH PROSPECTIVE INVESTOR WILL BE PROVIDED THE SUBSCRIPTION AGREEMENT AND THE FORM OF THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE FUND (THE “PARTNERSHIP AGREEMENT”, AND TOGETHER WITH THE SUBSCRIPTION AGREEMENT THE “AGREEMENTS”), WHICH TOGETHER CONTAIN THE TERMS RELATING TO AN INVESTMENT IN THE FUND AND THE OFFERING OF THE INTERESTS. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER EACH OF THE AGREEMENTS AND THIS PRESENTATION. \
LEGAL COUNSEL TO THE FUND AND THE GENERAL PARTNER SOLELY REPRESENT THE INTERESTS OF THE FUND AND GENERAL PARTNER AND CERTAIN AFFILIATES THEREOF, AND GENERALLY WILL NOT REPRESENT THE PROSPECTIVE INVESTORS IN CONNECTION WITH THEIR INVESTMENT IN THE INTERESTS UNLESS THE GENERAL PARTNER AND A PROSPECTIVE INVESTOR AGREE TO SUCH REPRESENTATION AND SUCH PROSPECTIVE INVESTOR SEPARATELY ENGAGES THE LEGAL COUNSEL TO THE FUND AND THE GENERAL PARTNER. EACH PROSPECTIVE INVESTOR IS RESPONSIBLE FOR ITS OWN COSTS IN CONSIDERING AN INVESTMENT IN THE INTERESTS.
THE REFERENCE CURRENCY OF THE FUND IS U.S. DOLLARS AND ACCORDINGLY ALL REFERENCES TO “DOLLARS” OR “$” HEREIN REFER TO U.S. DOLLARS.
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