Confidential Investment Document

Private Placement Memorandum

The definitive offering document for SCEA investment products. Contains complete legal, financial, and operational details required for accredited investors to make informed investment decisions.

Accredited Investors Only
Legally Binding Document
Confidential & Proprietary

Document Overview

Comprehensive disclosure document covering all material aspects of the investment

Legal Structure

Fund Jurisdiction: Cayman Islands

Structure Type: Segregated Portfolio Company

Regulatory Status: CIMA Registered

Legal Counsel: Top-tier offshore firm

Investment Details

Minimum Investment: $100,000

Fee Structure: 2% management, 20% performance

Liquidity Terms: Quarterly with 45-day notice

Preferred Return: 8% hurdle rate

Investor Protection

Custodian: BNY Mellon

Administrator: Citco Fund Services

Auditor: PricewaterhouseCoopers

Segregated Accounts: Yes

Risk Disclosures

Complete Risk Factors: 25+ pages

Strategy-Specific Risks: Detailed analysis

Conflict Disclosures: Full transparency

Liquidity Risks: Market conditions

Document Structure

Organized for comprehensive due diligence and regulatory compliance

1

Summary & Executive Overview

High-level summary of the offering, investment thesis, and key terms for quick review by qualified investors.

2

Terms of the Offering

Detailed terms including minimum investment, fee structure, liquidity provisions, and subscription procedures.

3

Investment Strategy

Comprehensive explanation of portfolio hedging, relative value, systematic momentum, and proprietary trading approaches.

4

Risk Factors

Exhaustive disclosure of market, operational, legal, and strategy-specific risks associated with the investment.

5

Management & Team

Background on the investment team, their experience, and the operational structure of SCEA Management.

6

Financial Information

Audited financial statements, performance history (GIPS compliant), and fee calculation examples.

7

Legal & Regulatory

Complete legal structure, regulatory status, tax considerations, and subscription agreement forms.

Key Terms & Conditions

Essential terms that govern the investment relationship

Fee Structure

Management Fee: 2.00% annually, payable quarterly in advance

Performance Fee: 20.00% above 8% preferred return

High Water Mark: Yes, with full catch-up provision

Expense Cap: 0.25% of NAV annually

Liquidity Terms

Redemption Frequency: Quarterly (March, June, September, December)

Notice Period: 45 days prior to redemption date

Lock-up Period: 1 year for initial investments

Gate Provisions: Up to 25% of NAV per quarter

Investor Rights

Voting Rights: Limited to material changes

Information Rights: Monthly NAV, quarterly reports, annual audit

Withdrawal Rights: Subject to liquidity terms

Inspection Rights: Books and records upon reasonable notice

Protective Provisions

Key Person Clause: Specific team members identified

Performance Gate: Automatic review after significant drawdown

Side Pocketing: For illiquid investments

Subscription Suspension: Manager discretion during volatile periods

Investor Eligibility

Strict requirements to ensure regulatory compliance and investor suitability

Accredited Investor Status

Investors must qualify under at least one of the following criteria:

  • Net worth exceeding $1,000,000 (excluding primary residence)
  • Income exceeding $200,000 annually ($300,000 joint) for last two years
  • Hold Series 7, 65, or 82 securities license
  • Certain entities with assets exceeding $5,000,000

Jurisdictional Restrictions

Geographic limitations based on regulatory considerations:

  • Available to non-US persons (Regulation S)
  • Limited availability to US persons (Regulation D 506(c))
  • Restricted jurisdictions: OFAC-sanctioned countries
  • Specific limitations for EU/UK residents (AIFMD considerations)

Documentation Requirements

Required documentation for subscription:

  • Completed subscription agreement
  • Accredited investor verification documents
  • AML/KYC documentation (passport, proof of address)
  • Source of funds declaration
  • W-8BEN/W-9 forms for tax purposes

IMPORTANT LEGAL NOTICE

This PPM contains forward-looking statements and involves significant risks. The investment is suitable only for investors who can bear the economic risk of their investment for an indefinite period and can afford to lose their entire investment. Past performance is not indicative of future results.

This document is confidential and proprietary. Unauthorized distribution is prohibited.

Access & Review Process

How qualified investors can obtain and review the complete PPM

1

Initial Qualification

Complete preliminary accreditation verification through our secure portal or initial consultation.

2

NDA Execution

Sign mutual non-disclosure agreement to protect proprietary information during due diligence.

3

Document Delivery

Receive complete PPM package via encrypted portal with password protection and access controls.

4

Due Diligence Period

Standard 30-day review period with opportunity for Q&A sessions with management.

5

Subscription

Execute subscription documents and complete funding through designated custodian accounts.

Request Full PPM Document

If you meet the accreditation requirements and are interested in reviewing the complete Private Placement Memorandum, please begin the verification process.

Typical response time: 3-5 business days after verification