SIGMA ASSET MANAGEMENT (GUERNSEY) LIMITED
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
STRUCTURE, HISTORY AND OWNERSHIP Sigma is an investment adviser registered with the SEC, as well as being registered with the CFTC and Guernsey Financial Services Commission (“GFSC”). Sigma has its principal place of business in St. Peter Port, Guernsey. Sigma commenced operation as an investment adviser in 1994 as Atlas Capital Management Limited, changed its name in 2000 and was acquired by Sciens Fund of Funds Management Ltd. (“Sciens Management”) in October of 2008. Sciens Management is majority-owned indirectly by Ioannis “John” Rigas. The Advisor offers a variety of investment advisory and related services to their clients. This brochure provides information regarding the Advisor, funds of funds, managed account platform and portfolio advisory business.
Fund Management Sigma provides fund management services to a Sciens Managed Account Platform (“MAP”). The MAP products are available via the cells (each a “Cell”) of a Guernsey protected cell company (the “PCC”) and the series (each, a “Series”) of a Delaware series LLC (the “LLC”). Certain Cells and Series invest all of their assets in a separate Cayman Islands limited company (each, a “Trading Vehicle”). Each product is operated and managed generally with separately contracted trading advisors (each, a “Trading Advisor”) providing investment management by implementing investment strategies that typically mirror their benchmark funds. The MAP does not offer its interests to the public. Such interests are only offered in private placements to qualified investors. The terms of such offerings and the investments themselves are described in each of the product offering documents. Sigma also provides discretionary investment management services to funds of funds (the “Funds”). Sigma invests the Funds’ assets primarily with investment managers (each, a “Manager”) who manage private investment partnerships, non-US funds, separate accounts and other investment vehicles. The Funds do not offer their interests to the public. Such interests are only offered in private placements to qualified investors. The terms of such offerings and the investments themselves are described in each Funds’ offering documents. Portfolio Advisory Sigma performs advisory services as per an Investment Advisory Agreement for one portfolio (the “Portfolio”) at the request of the unaffiliated fund manager responsible for managing the Portfolio (the “Portfolio Manager”). The advisory services performed by Sigma are conducted in an arms-length/non- discretionary capacity, as per the terms of the agreement with the Portfolio. We provide periodic reports on the valuation of the Portfolio based on the latest prices available for the Portfolio’s investments for a relevant valuation date. We also provide information regarding the Portfolio’s performance in a given month. We may also recommend the purchase and sale of investments in the Portfolio with a view to meeting the investment objectives of the Portfolio. These advisory services are fully non-discretionary in nature. Sigma does not have the authority to direct the Portfolio or the Portfolio Manager to take any action regarding any recommendations Sigma may provide. IMPERSONAL INVESTMENT ADVICE We do not tailor our investment strategy to the needs of individual investors in the Funds. The Funds and their investors may include taxable and tax-exempt entities and persons or entities organized in various jurisdictions. Conflicts of interest may therefore arise in connection with decisions that may be more beneficial for one type of investor than another. In selecting investments appropriate for the Funds, we consider the investment objectives of the applicable Funds as a whole, not the investment objectives of such Funds’ individual investors. WRAP FEE PROGRAMS The Advisor does not participate in wrap fee programs (advisory programs with an all-inclusive fee for both investment advisory services and brokerage execution).
ASSETS UNDER MANAGEMENT As of December 31, 2018, Sigma managed approximately $ 471,526,840 in Regulatory Assets Under Management (“RAUM”) on a discretionary basis, which is based on unaudited financial data and is subject to change. The methodology used to calculate RAUM is the same methodology used to calculate RAUM for purposes of responding to Item 5.f(2) of Part 1 of our SEC Form ADV. please register to get more info
THE FUNDS Sigma is generally entitled to management fees and/or performance-based compensation from the Funds. Each of the Funds generally pays Sigma a management fee based on the value of the applicable Fund’s assets under management. The management fee is generally paid monthly in arrears, calculated at an annual rate ranging from 1% to 2% of the net assets of the applicable Fund. The management fees that Sigma receives from the Funds are generally prorated for any period that is less than a full calendar month and are adjusted for subscriptions and redemptions made during a month. Sigma is also generally entitled to receive performance-based compensation from the Funds equal to 10% to 20% of the net profits of each investor in the applicable Fund, subject to a high watermark. Sigma generally receives such performance-based compensation quarterly and upon redemption. The performance-based compensation Sigma receives is not subject to a claw back. The description above represents our typical compensation arrangements. However, Sigma may enter into negotiated agreements with one or more investors or affiliates which provide for the waiver or modification of certain terms of the offering of interests in a Fund, including the fees and compensation otherwise applicable to such interest(s). To the extent that a Fund invests in a private fund managed by a Manager with which we are affiliated, a portion or all of the compensation paid to such Manager may be offset against or reduced by the compensation Sigma receives from the applicable Fund. Further detail regarding calculation of a Fund of Funds’ compensation arrangements can be found in the applicable Funds’ offering documents, which are provided to potential investors. Sigma receives management fees and performance-based compensation from the Funds’ respective accounts. In addition to management fees and, if applicable, performance-based compensation, the Funds are also subject to other expenses such as administrative, legal, accounting, compliance, custodial, audit expenses and costs, fees, liabilities, taxes and expenses relating to or arising from the investment of assets, Manager fees and expenses, third-party compliance products and services, borrowing, financing or settlement arrangements, analysis and research of investments or potential investments (including subscriptions, publications or related services), risk management and due diligence associated with the development and maintenance of the portfolios, regulatory filings, investor relations and independent directors’ fees. Details regarding the expenses borne by each of the Funds are available in the respective Funds’ offering documents, which are provided to potential investors. THE CELLS, THE SERIES AND THE TRADING VEHICLES Sigma is generally entitled to a platform fee from the Cells, Series or Trading Vehicles. Each of the Cells, Series or Trading Vehicles generally pays Sigma a platform fee based on the value of the applicable Cell’s Series’ or Trading Vehicle’s assets under management. The platform fee is generally paid monthly in arrears, calculated at an annual rate ranging from 0.25% to 0.5% of the allocated assets of the applicable Cell or Trading Vehicle. The platform fees that Sigma receives from the Cells, Series and Trading Vehicles are generally prorated for any period that is less than a full calendar month and are adjusted for subscriptions and redemptions made during a month. The description above represents our typical compensation arrangements. However, Sigma may enter into negotiated agreements with one or more investors or affiliates which provide for the waiver or modification of certain terms of the offering of interests in a Cell, Series or Trading Vehicle, including the fees and compensation otherwise applicable to such interest(s). To the extent that a Cell, Series or Trading Vehicle invests in a private fund managed by a Manager with which we are affiliated, a portion or all of the compensation paid to such Manager may be offset against or reduced by the compensation Sigma receives from the applicable Cell, Series or Trading Vehicle. Further detail regarding calculation of a Cell, Series or Trading Vehicle’s compensation arrangements can be found in the applicable supplement to the Managed Account Platform’s offering documents (“Cell Particulars” or “Series Particulars”) for the relevant Cell or Series, which are provided to potential investors. In addition to platform fees, the Cells, Series and Trading Vehicles are also subject to other expenses such as administrative, legal, accounting, compliance, custodial, audit expenses and costs, fees, liabilities, taxes and expenses relating to or arising from the investment of assets, Trading Advisor fees and expenses, third- party compliance products and services, borrowing, financing or settlement arrangements, analysis and research of investments or potential investments (including subscriptions, publications or related services), risk management and due diligence associated with the development and maintenance of the portfolios, regulatory filings, investor relations and independent directors’ fees. Details regarding the expenses borne by each of the Cells, Series or Trading Vehicles are available in the relevant Cell Particulars or Series Particulars that are supplemental to the offering documents of the PCC and LLC, which are provided to potential investors. For certain Cells, Series or Trading Vehicles, Sigma is also generally entitled to receive performance-based compensation equal to 10% to 20% of the net profits of each investor in the applicable Fund, subject to a high watermark. Sigma generally receives such performance-based compensation quarterly and upon redemption. The performance-based compensation Sigma receives is not subject to a claw back. please register to get more info
Sigma provides investment management services to multiple Funds. As described in Item 5, Sigma may receive performance-based compensation from certain Funds. Certain Funds are subject to management fees or performance-based compensation arrangements more favorable to us than other Funds engaging in the same or similar investment activities. Our investment personnel are also typically compensated on a basis that includes a performance-based component. As a result, the potential exists for us and our investment personnel to seek to favor one Fund over another in allocating investment opportunities. In particular, we and our investment personnel may have a greater incentive to favor Funds that are subject to higher performance-based compensation arrangements, or in which our personnel have more significant investments. Although we are sensitive to potential conflicts between the Funds’ interests and our own with respect to the allocation of investment opportunities, we do not expect such conflicts to arise. The Funds that are currently in liquidation are not making new investments. Those Funds that are not in liquidation do not tend to compete with each other for the same investment opportunities or invest in opportunities without material limits on capacity. In the unlikely event a conflict arises between the Funds’ interests and our own with respect to the allocation of investment opportunities, we have implemented an investment allocation policy to ensure allocations are made in a manner that is fair and equitable to all Funds and in compliance with each Fund’s particular investment objective resources and allocation restrictions (as described in Item 16). please register to get more info
Our clients are the Funds, Cells and Trading Vehicles. The minimum initial and additional subscription amounts for each of the Funds are disclosed in the relevant offering documents. The investors in the Funds and the Managed Account Platforms are typically high net worth individuals, institutional investors, sovereign wealth funds and pension plans. please register to get more info
The following summary of our investment process is general. Details regarding management of each Fund’s portfolio can be found in the applicable Fund’s offering documents, which are provided to potential investors or in the agreement between Sigma and the manager of the Portfolio. MANAGER AND TRADING ADVISOR SELECTION Sigma contracts its affiliated entity, Sciens Capital Limited (“SCL”), to provide non-discretionary advisory advice on Manager and Trading Advisor selection. Although SCL has access to most hedge fund databases, SCL primarily sources new investment ideas through its extensive industry contacts. Below are the different sources that SCL uses in order to identify Managers to manage the Funds’ assets: Other hedge fund managers Client information Personal network Capital introduction teams Hedge fund publications Market awareness SCL typically has approximately 15-30 Managers and Trading Advisors on the “bench” that are being actively researched for inclusion in the Funds’ portfolios. SCL attempts to include only Managers and Trading Advisors that (i) SCL believes represent the best of class in their category, (ii) are suitable with regards to portfolio requirements, and (iii) are open for new investments. SCL uses a Manager and Trading Advisor selection process that formally tracks each new idea to final approval. The process has the following steps: 1. Identification of Managers and Trading Advisors to create a universe of potential investments; 2. Screening of the universe for those Managers and Trading Advisors that meet our criteria; 3. Initial review of Managers and Trading Advisors; 4. Monitoring Managers’ and Trading Advisors’ performance; 5. Preliminary approval of Managers and Trading Advisors by SCL’s Investment Committee; 6. Final due diligence of Manager’s and Trading Advisor’s operations, including legal and operational due diligence; 7. Final approval by the Investment Committee; and 8. Final approval by Sigma SCL may consider the following factors, among others, in allocating assets of Funds among Managers or appointing Trading Advisors: Investment objectives and strategies; Risk profiles; portfolio restrictions; portfolio size; strategy and liquidity of the Manager’s or Trading Advisor’s investment vehicle; current market conditions; and account liquidity, account requirements for liquidity and timing of cash flows. These factors may lead us to allocate investment opportunities among Funds in varying amounts. RISK MANAGEMENT Risk Management services are provided to Sigma by its affiliated entity, Sciens Group Risk Services Limited (“SGRS”), an SEC Exempt Reporting Advisor and SCL. Risk management includes both the understanding and management of the contribution of individual Managers and risk control at the overall portfolio level. Each is implemented using both quantitative and qualitative tools. In assessing Managers, quantitative and qualitative measures are complementary. Quantitative analysis is conducted by SCL’s research analysts. It is a comprehensive analysis of the Managers’ current and historic performance records, using externally calculated fund values, performed with the support of the risk and statistical analysis team which builds and maintains SCL’s proprietary database, including: Correlation to peers and markets and regression analysis Market timing and analysis Risk / return contributions and implied alpha Stability analysis Leverage analysis Performance attribution In addition to monitoring the weekly performance estimates, SCL’s analysts and our affiliated risk management team also perform the following analyses: Monthly comprehensive statistical analyses of the Managers. These analyses are specific to strategy/style covering, for example, correlation to peer group/market, market timing analysis, regression analysis, risk-return contribution and implied alpha. Consolidated exposure reports. The risk management team produces consolidated risk reports monitoring largest and riskiest positions and significant changes in the portfolio risk contributions for use by the Investment Committee Monthly comparison reports. A monthly comparison of each Managers’ self-reported performance with the net asset value produced by the applicable Fund’s administrator. Quarterly assessments of a Managers’ assets under management. Ongoing qualitative analysis includes, regular conference calls/meetings with the Managers, an assessment of the economic environment and its impact on the Managers’ strategies and an assessment of possible style drift through discussion of the Managers’ performance attribution and the current portfolio’s stance and expectations. In relation to the Cells, Series and Trading Vehicles, risk management provided by SGRS includes both the understanding, measurement and management of risks at each individual Cell, Series and Trading Vehicle, and the Trading Advisors responsible for each corresponding investment strategy. In addition, adherence to a defined set of risk limits and constraints is measured for each portfolio. SGRS receives a daily data set of data from the various trading counterparties for the Cells, Series and Trading Vehicles, and through its proprietary automated data processing systems, can produce advanced risk analysis on a wide range of investment strategies. By receiving independent data from counterparties, SGRS is not reliant on the Trading Advisors for data and can maintain independence while receiving full transparency. Such risk analysis includes, but is not limited to: Risk / return contributions Performance attribution and benchmarking Tracking error to benchmarks Potential style drift Exposure analysis Correlation analysis including measuring alpha and beta Risk sensitivities / Greeks (delta, gamma, theta, vega) Credit analysis (counterparty risk, credit ratings, duration, leverage) SGRS is then able to use this analysis to accurately report to both internal and external stakeholders on a timely basis, typically T+1. In addition SGRS provides shadow accounting services to the funds, by measuring daily performance and fee/expense accrual, and reconciling against independent administrator calculated values. RISK FACTORS THE FUNDS The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in one or more of the Funds. These risk factors include only those risks the Advisor believes to be material, significant or unusual and that relate to particular significant investment strategies or methods of analysis employed by the Advisor. In addition to those risks relating to the Funds’ strategies and investments that are specifically discussed in this Item 8, the Advisor has included a discussion of other risks that the Advisor believes may affect such strategies and investments. The Advisor also makes additional risk- and conflict-related disclosures in the Confidential Private Placement Memoranda of each of the Funds, and makes various other documents available to investors and prospective investors that bear on various risks and conflicts associated with an investment in the Funds. Investing in securities involves a risk of loss that investors in the Funds should be prepared to bear. The investment approach described above covers a wide range of investment types and strategies. Set forth below is a summary of some of typical risks that can apply to investments in the Funds. For a more complete summary of risks inherent in investing in a Funds of Funds, please see the relevant Funds’ offering documents or contact us.
High Degree of Risk An investment in a Fund may involve a high degree of risk. All investments risk the loss of capital. The value of a Fund’s investments and any income therefrom may go down as well as up. We make no guarantee or representation that any Fund’s investment program will be successful. The Funds’ investment programs may utilize such investment techniques as margin transactions, short sales, leverage and the use of synthetic instruments, such as swaps, options on securities, forward contracts and other derivative instruments, which practices can, in certain circumstances, magnify the adverse impact to the Funds. Illiquidity Due to the limitations on liquidity imposed by the Managers with which we may invest the Funds’ assets, an investment in a Fund may be a relatively illiquid investment and involves a high degree of risk. Investments should be considered only by persons financially able to maintain their investment and who can afford a loss of all or a substantial part of such investment. Diversification Among Managers The Funds’ portfolios may at times be relatively concentrated among a limited number of Managers. Moreover, such Managers may have similar investment strategies or approaches, which may have the effect of further increasing concentration. An increase in the degree of investment concentration increases the level of risk exposure to a single Manager or a particular investment strategy. Managers may take positions in the same or similar securities. Such inadvertent concentration of positions may create additional risks and performance consequences which vary from those we have anticipated. The Managers invest wholly independently of each other and, at times, may hold economically offsetting positions. To the extent that the Managers do, in fact, hold such positions, a Funds’ portfolio, considered as a whole, will not achieve any gain or loss, but will continue to incur expenses associated with their management. Gains achieved by one or more Managers may be partially or wholly offset by losses incurred by one or more other Managers. Multiple Managers We will not have any control over the investments that the third-party Managers (i.e., Managers not related to or affiliated with Sigma) make. We may, however, reallocate the Funds’ portfolios among Managers, but our ability to do so may be constrained by limitations on liquidity imposed by the Managers. These limitations on liquidity are likely to prevent rapid reactions to market changes should a Manager fail to effect portfolio changes consistent with such market changes and our intentions. In general, we will not have access to information about the underlying portfolio positions of a Manager’s investments on a daily or regular basis. Investors typically have no right to demand such information of the Managers. Accordingly, we cannot be expected to analyze or respond to developments within any particular Manager’s portfolio unless and until information relating thereto is disseminated by the Manager to its investors, including us. Such information may not necessarily be timely or complete. Our multi-Manager approach places certain constraints on our ability to value the assets of the Funds’ portfolios. The Managers may invest in securities with no current market or for which a market value is not readily determinable. We will rely solely on the Managers’ valuations of their respective assets. Such valuations are necessarily not independent, and in many respects are subject to broad discretion on the part of the Managers, even when reflected in audited financial information. Generally, we will not independently verify valuations or other performance information furnished by Managers. As a Manager is typically compensated based on the performance of its portfolio, a Manager may receive performance-based compensation from a fund for a particular period even though the fund’s overall portfolio depreciated during such period. The Funds may accept additional subscriptions from existing investors, accept new subscriptions and permit redemptions and/or withdrawals during a period when one or more Managers in which the Funds are invested does not permit additional subscriptions, new subscriptions or redemptions and/or withdrawals by the Manager’s investors on the same basis. As a result, the Funds may be delayed in investing their investors’ capital in, and in redeeming and/or withdrawing assets from, some Managers. This delay may, in turn, dilute exposure to certain Managers and may tend to affect the proportionate level of investment with particular Managers. Performance-Based Compensation The performance-based compensation we receive from certain of the Funds may create an incentive for us to cause the applicable Funds to make investments that are riskier or more speculative than would be the case if we did not receive such compensation. Event-Driven Investing Managers may seek to invest and trade in securities and obligations of companies that are involved in or likely to be involved in a balance sheet or other event-driven situation. Balance sheet events include all business combinations, such as mergers, cash tender offers, and leveraged buy-outs and all restructurings, such as bankruptcies, recapitalizations, exchange offers, spin-offs and liquidations. Managers may invest in securities of companies involved in proxy contests, unusual litigation, stock buybacks and those operating under the threat of reorganization where 7 the uncertainty of the non-operating event creates investment opportunities. Due to the inherently speculative nature of event-driven investing, the results may fluctuate from period to period and are not expected to correlate with the direction of the equity markets. Distressed Investing Managers may invest in securities that trade at a significant discount to their underlying values. Distressed securities are the securities of companies or assets which are, or are perceived to be, in financial trouble. Whether or not these companies are in default or bankruptcy, their securities are selling at steep discounts to their face value.
Activist Strategy
Investment strategies utilized by Managers retained by the Funds may involve aggressive shareholder activism that will attempt to influence the destinies of target companies. There exists the risk that the intended strategy for a particular company will be unsuccessful. Further, when securities are purchased in anticipation of influencing the future direction of a company, a substantial period of time may elapse between the purchase of the securities and the anticipated results. During this period, a portion of the Funds’ (through Managers retained by the Funds) capital would be committed to the securities purchased, and the Managers typically might finance some portion of such purchases with borrowed funds on which it must pay interest. Additionally, if the anticipated results do not in fact occur, the Manager may be required to sell its investment at a loss. Moreover, there may be instances where the Manager will be restricted in transacting in or redeeming a particular investment as a result of the size of its investments or its activist investment strategy. Managers retained by the Funds may also attempt to build strong relationships with company management. In certain cases, attempts to influence a company's management may result in the Managers taking a seat on the company's board of directors. In such a case, there exists the risk that the Manager will be restricted in transacting in or withdrawing/redeeming its investment in that company as a result of, among other things, legal restrictions on transactions by company directors or affiliates. Because there is substantial uncertainty concerning the outcome of transactions involving the target companies in which the Managers may invest, there exists a potential risk of loss by the Manager of its entire investment in such companies. Moreover, as a result of the Funds’ investment strategies and the possibility that Managers may participate in restructuring or similar activities, it is possible that a hedge fund may become involved in litigation (as either plaintiff or defendant). Litigation entails expense and the possibility of counterclaims against the Managers and ultimately judgments may be rendered against the Managers for which the Managers may not carry insurance.
Hedging Transactions
There can be no assurances that a particular hedge is appropriate, or that certain risk is measured properly. Further, while the Adviser or a Manager may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk for the Adviser’s or the Manager's investment portfolios than if the Adviser did not engage in any such hedging transactions. Leverage Managers retained by the Funds may utilize a substantial degree of leverage particularly with regard to certain arbitrage strategies. This results in the Manager controlling substantially more assets than it has equity. Leverage increases returns to the investors if the Manager earns a greater return on investments purchased with borrowed funds than the Manager's cost of borrowing such funds. However, the use of leverage exposes the Funds to additional levels of risk including (i) greater losses from investments than would otherwise have been the case had the Manager not borrowed to make the investments, (ii) margin calls or interim margin requirements may force premature liquidations of investment positions at prices below what the Managers deem to be fair value for the positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Manager's cost of borrowing such funds. In the event of a sudden, precipitous drop in value of the Manager's assets, the Manager might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying the losses incurred by the Funds. In an unsettled credit environment, Managers retained by the Funds may find it difficult or impossible to obtain leverage. Since leveraging its assets is an integral part of the investment strategy of 8 certain Managers retained by the Funds, in such event those Managers could find it difficult to implement their strategy. The concept of leverage involves the use of debt to finance purchases of securities and manifests itself in different ways. The Funds (through Managers retained by the Funds) has the ability to borrow funds "on margin" from brokers for the purchase of equity securities. The Funds may face risks due to leverage in the event that its equity or debt instruments decline in value. In this event, the Funds could be subject to a "margin call" or "collateral call," pursuant to which the Funds must either deposit additional funds with the lender, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. To the extent that options, futures, options on futures, swaps, swaptions and other "synthetic" or derivative financial instruments are used, it should be noted that they inherently contain much greater leverage than a non-margined purchase of the underlying security, commodity or instrument. This is due to the fact that generally only a very small portion (and in some cases none) of the value of the underlying security, commodity or instrument is required to be paid in order to make such investments. In addition, many of these products are subject to variation or other interim margin requirements, which may force premature liquidation of investment positions. Managers may also establish short-term unsecured loans from major banks. Finally, investments may be made in highly leveraged issuers or situations, including issuers that have engaged in leveraged buyouts or certain types of real estate related investments. In addition, the Advisers may effect borrowings on behalf of certain Funds to make leveraged investments in hedge funds or direct investments and this borrowing will present many of the same risks as described above.
Short Sales
Managers retained by the Fund may engage in short selling. Short selling, which involves selling securities not currently owned (i.e., selling borrowed securities), necessarily involves certain additional risks. These transactions expose the Funds or the hedge funds in which they invest to the risk of loss in an amount greater than the initial investment, and the losses can increase rapidly and without effective limit. There is the risk that the securities borrowed in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a "short squeeze" can occur, and the Funds may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short.
Equity Securities The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Risk Arbitrage Securities A merger, other restructuring, tender, or exchange offer proposed at the time the Advisers or a Manager invests in risk arbitrage securities may not be completed on the terms or within the time frame contemplated, resulting in losses. High Yield Securities
The Managers retained by the Funds may invest in "high yield" bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities.
Small and Medium-Capitalization Companies
The Managers retained by the Funds may have investments in smaller-to-medium sized companies of a less seasoned nature whose securities are traded in the over-the-counter market, if at all. While securities of small and medium-capitalization companies may provide significant potential for appreciation, the securities of certain companies, particularly smaller-capitalization companies, involve higher risks in some respects than do investments in securities of larger companies. For example, prices of small-capitalization and even medium capitalization securities are often more volatile than prices of large-capitalization securities and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in the securities of some small capitalization companies, an investment in those companies may be illiquid.
High Growth Industry Related Risks
Certain Managers retained by the Funds may have significant investments in the securities of high growth companies (e.g., technology, communications and healthcare) which may be volatile. In addition, these companies may face undeveloped or limited markets, have limited products, have no proven profit-making history, may operate at a loss or with substantial variations in operating results from period to period, have limited access to capital and/or be in the developmental stages of their businesses, have limited ability to protect their rights to certain patents, copyrights, trademarks and other trade secrets, or be otherwise adversely affected by the extremely competitive markets in which many of their competitors operate. Options Purchasing put and call options, as well as writing such options, are highly specialized activities and entail greater than ordinary investment risks. Because option premiums paid or received by an investor will be small in relation to the market value of the investments underlying the options, buying and selling put and call options can result in large amounts of leverage. As a result, the leverage offered by trading in options could cause an investor's asset value to be subject to more frequent and wider fluctuations than would be the case if the investor did not invest in options. Derivatives Swaps, and certain options and other custom derivative or synthetic instruments are subject to the risk of nonperformance by the counterparty to such instrument, including risks relating to the financial soundness and creditworthiness of the counterparty. In addition, investments in derivative instruments require a high degree of leverage, meaning the overall contract value (and, accordingly, the potential for profits or losses in that value) is much greater than the modest deposit used to buy the position in the derivative contract. Derivative securities can also be highly volatile. The prices of derivative instruments and the investments underlying the derivative instruments may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions, none of which can be controlled by the Funds or the Advisers. Further, transactions in derivative instruments are not undertaken on recognized exchanges and will expose the Funds or the hedge funds in which they invest to greater risks than regulated exchange transactions that provide greater liquidity and more accurate valuation of securities.
Commodity and Futures Contracts
The Managers retained by the Funds may invest in commodity and futures contracts. Commodity futures markets (including financial futures) are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates. Because of the low margin deposits normally required in commodity futures trading, a high degree of leverage is typical of a commodity futures trading account. As a result, a relatively small price movement in a commodity futures contract may result in substantial losses to the trader. Commodity futures trading may also be illiquid. Certain commodity exchanges do not permit trading in particular futures contracts at prices that represent a fluctuation in price during a single day's trading beyond certain set limits. If prices fluctuate during a single day's trading beyond those limits -- which conditions have in the past sometimes lasted for several days in certain contracts -- the funds in which they invest could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses.
Fixed-Income and Debt Securities
Investment in fixed-income and debt securities such as bonds, notes and asset-backed securities, subject portfolios to the risk that the value of these securities overall will decline because of rising interest rates. Similarly, portfolios that hold such securities are subject to the risk that the portfolio’s income will decline because of falling interest rates. Investments in these types of securities will also be subject to the credit risk created when a debt issuer fails to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that debt to decline. Lastly, investments in debt securities will also subject the investments to the risk that the securities may fluctuate more in price, and are less liquid than higher rated securities because issuers of such lower-rated debt securities are not as strong financially, and are more likely to encounter financial difficulties and be more vulnerable to adverse changes in the economy. Non-U.S. Securities Investing in securities of companies domiciled or operating in one or more non-U.S. countries involves considerations and possible risks not typically involved in investing in securities of companies domiciled and operating in the United States, including instability of some non-U.S. governments, the possibility of expropriation, limitations on the use or removal of funds or other assets, changes in governmental administration or economic or monetary policy (in the United States or abroad) or changed circumstances in dealings between nations. The application of foreign tax laws (e.g., the imposition of withholding taxes on dividend, interest or other payments) or confiscatory taxation may also affect investment in non-U.S. securities. Higher expenses may result from investment in non-U.S. securities than would from investment in domestic securities because of the costs that must be incurred in connection with conversions between various currencies and foreign brokerage commissions that may be higher than the United States. Non-U.S. securities markets also may be less liquid, more volatile and less subject to governmental supervision than in the United States. Investments in non-U.S. countries could be affected by other factors not present in the United States, including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations.
Emerging Markets
The Managers retained by the Funds may invest in emerging market securities. Investing in emerging market securities involves certain risks and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include (a) the risk of nationalization or expropriation of assets or confiscatory taxation; (b) social, economic and political uncertainty including war; (c) dependence on exports and the corresponding importance of international trade and commodities prices; (d) less liquidity of securities markets; (e) currency exchange rate fluctuations; (f) potentially higher rates of inflation (including hyper-inflation); (g) controls on non-U.S. investment and limitations on repatriation of invested capital and a Manager’s ability to exchange local currencies for U.S. dollars; (h) a higher degree of governmental involvement in and control over the economies; (i) government decisions to discontinue support for economic reform programs and imposition of centrally planned economies; (j) differences in auditing and financial reporting standards which may result in the unavailability of material information about economics and issuers; (k) less extensive regulatory oversight of securities markets; (l) longer settlement periods for securities transactions; (m) less stringent laws regarding the fiduciary duties of officers and directors and protection of investors; and (n) certain consequences regarding the maintenance of portfolio securities and cash with sub-custodians and securities depositories in emerging market countries.
Emerging Market Debt Securities
The Managers retained by the Funds may invest in emerging market debt securities, including short-term and long-term securities denominated in various currencies. These securities may be unrated or rated in the lower rating categories by the various credit rating agencies. These securities are subject to greater risk of loss of principal and interest than higher rated securities and are generally considered to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. They are also generally subject to greater risk than securities with higher credit ratings in the case of deterioration of general economic conditions. Additionally, evaluating credit risk for non-U.S. debt securities involves great uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. Because investors generally perceive that there are greater risks associated with lower-rated securities, the yields or prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for emerging market debt securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which securities are sold. In addition, adverse publicity and investor perceptions about emerging market debt securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such securities. Repurchase Agreements In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Funds or Managers could experience both delays in liquidating the underlying securities and losses including: (i) possible decline in the value of the underlying security during the period while it seeks to enforce its rights thereto; (ii) possible lack of access to income on the underlying security during this period; and (iii) expenses of enforcing its rights. Reverse Repurchase Agreements
Reverse repurchase agreements involve the risk that the market value of the securities retained by the Funds or Managers may decline below the price of the securities the Funds or Managers have sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds' or Managers' obligation to repurchase the securities.
Mortgage Backed Instruments and Other Real Estate Related Securities
The investment characteristics of mortgage-backed instruments differ from traditional debt securities. Major differences include the fact that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans generally may be prepaid at any time. Prepayments may have an adverse impact on mortgage-backed instruments in two ways. First, particular investments may experience outright losses, as in the case of an interest-only security in an environment of faster actual or anticipated prepayments. Second, particular investments may under-perform relative to hedges that a Manager may have constructed for these investments, resulting in a loss to the related hedge fund’s overall portfolio. Investments in real estate investment trusts and other real estate related securities are subject to the risks incident to the ownership and operation of real estate generally. Some of the risks associated with investments in real estate are declines in the value of real estate, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the cleanup of environmental problems, liability to third parties for damages resulting from environmental problems, 12 casualty or condemnation losses, limitations on rents, changes in neighborhood values and the appeal of properties to tenants and changes in interest rates.
Legal, Tax and Regulatory Risks The Funds must comply with various legal requirements, including those imposed by securities, tax and pension laws. Any changes in such laws could materially impact the returns of the Funds. Allocation of Fees and Expenses Subject to any relevant restrictions or other limitations contained in the governing and offering documents of the Funds, the Advisers will allocate fees and expenses in a manner that it believes in good faith is fair and equitable to its clients under the circumstances and considering such factors as it deems relevant. In exercising such discretion, the Advisers may be faced with a variety of potential conflicts of interest. As a general matter, Fund expenses typically will be allocated among all relevant Funds. In all such cases, subject to applicable legal, contractual or similar restrictions, expense allocation decisions will generally be made by the Advisers or its affiliates using their best judgment, considering such factors as they deem relevant. Cybersecurity Risk The information and technology systems of the Advisers and of key service providers to the Advisers may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Advisers have implemented various measures designed to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for the Advisers to make a significant investment to fix or replace them and to seek to remedy the effect of these issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Advisers or Advisers’ Fund accounts and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information. Affiliated Fund Investing
Certain of Advisers’ Funds will invest in certain other affiliated entities Funds (“Affiliated Investments”). The Advisers have affiliates that act in an advisory capacity to the Affiliated Investments: (the "Advisory Affiliates"). The Advisers may serve as investment adviser or investment manager to other client accounts and conduct investment activities for their own accounts. Such other entities or accounts may have investment objectives or may implement investment strategies similar to those of other affiliates funds.
In exercising such discretion, certain Funds may charge a management fee or incentive fee to investors for the investments the Funds have made in other affiliates’ funds, where a management and incentive fee is already being charged (“Double Fee Charging”). In general, the Advisers seeks to avoid Double Charging whenever possible or appropriate. However, there may be circumstances where Double Charging is appropriate and permitted under the applicable offering materials. The Advisers will seek to make clear in its offering materials under what circumstances Double Charging may occur. In doing so, the Advisers may be faced with potential conflicts of interest. We may have an incentive to allocate certain investment opportunities to Funds that do not prohibit Double Fee Charging because we may stand to gain greater compensation from by allocating the best investment opportunities to them. We have adopted detailed portfolio opportunity allocation policies and procedures that are designed to result in the fair allocation of investment opportunities in the Funds. In these instances, and where the governing documents of the Funds do not prohibit Double Fee Charging to investors, the Advisers will do so in accordance with the organizational documents of the Funds. Prospective investors must refer to the detailed information found in each Fund’s governing fund documents for specific information about the fees that may be earned by the Advisers and the fees and expenses potentially charged to the Funds. Cross Trades and Principal Transactions; Advisory Board Funds have and will continue to purchase or sell investments to an Affiliated Investment that is also a client of the Advisers or a client of other affiliates of the Advisers (“Cross Trades”). Except as mandated by law where the consent of the client is required, Cross Trades may be effected between Funds and other Affiliated Investments in the sole discretion of the Advisers, subject to the following guidelines: (i) such transactions will be effected using best execution and for the best price, and (ii) no brokerage commissions, transfer fees or other remuneration will be paid to the Advisers in connection with any such transactions. For purposes of these guidelines, where a price cannot be established through a public securities exchange, the Advisers shall seek to ensure that the fair price for the security is based on an independent valuation, such as a valuation report by a qualified agent, or as determined by the Fund’s independent audited financial accounts or as reflected in a recent arm’s length transaction. Funds have and will continue to purchase securities from or sell Portfolio investments to other Funds or an affiliate of the Advisers (“Principal Transactions”). The Advisers will have potentially conflicting division of loyalties and responsibilities to the parties in Cross Trades- and Principal Transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing and other terms. The Advisers have developed policies and procedures in relation to such transactions and conflicts. However, there can be no assurance that such transactions will be effected in the manner that is most favorable to the Fund. Cross Trades may disproportionately benefit one client over the Fund. Principal Transactions may disproportionately benefit the Advisers or an affiliate of the Advisers over the Fund. Notwithstanding, Principal Transactions or Cross Trades will be effected in accordance with fiduciary requirements and applicable law. When a Principal Transaction or Cross Trade is identified, the Advisers will seek to obtain the consent of the client before the transaction is concluded. Where the ability to obtain the client’s consent is impractical or would be ineffective, the Advisers will obtain the consent of an independent advisory board (“Advisory Board”) which was established to represent the client and evaluate the fairness of the transaction. Members of the Advisory Board are appointed by the Advisers or an affiliate thereof. Although it is the intent to have the Advisory Board act in an independent manner for the benefit of all affected investors, it is possible that the decision of the Advisory Board would not be the same decision reached by an investor, whether to consent to or reject a transaction. An investor risks that the Fund will enter a Principal Transaction or Cross Trade which is not in the best interests of the investor or the Fund. Hedging Transactions The Funds may utilize financial instruments such as forward contracts, caps and floors both for investment purposes and to seek to hedge against fluctuation in the relative values of its Portfolio Investment positions as a result of changes in currency exchange rates and market interest rates. Hedging against a decline in the value of portfolio positions does not eliminate fluctuations in the values of portfolio positions nor prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the positions’ value. Such hedging transactions also limit the value for gain if the value of the portfolio position should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is generally anticipated if the Fund/s is not able to enter into a hedging transaction at a price sufficient to protect the Fund from the decline in value of the portfolio position anticipated as a result of such fluctuation. While the Funds may enter into such transactions to seek to reduce currency, exchange rate and interest rate risks, unanticipated changes in currency, interest rates and equity markets may result in poorer overall performance of the relevant Fund. For a variety of reasons, the Advisers may not seek to establish (or may not otherwise obtain) a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. Furthermore, Funds may incur costs in connection with conversions between various currencies. Non-U.S. currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire immediately to resell that currency to the dealer. The Funds conduct their currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward, futures or commodity options contracts to purchase or sell non-U.S. currencies. The Funds currency exchange transactions, if any, would generally occur at the time securities are purchased and are executed through the local broker or custodian acting for the Fund. Possible Conflicts with Other Investment Vehicles, or Advisory Clients or Affiliates The Advisers and its Advisory Affiliates currently serve as general partner, investment adviser or investment manager to a number of private investment funds, portfolio companies or managed accounts. The Advisers and their Advisory Affiliates may participate in or sponsor other investment vehicles, and possibly have additional advisory clients, in the future. The Advisers, their Advisory Affiliates and/or their respective personnel may and are permitted to engage in other businesses. The existence of such multiple entities, affiliates, clients or other businesses, necessarily creates conflicts of interest. In the event of any conflict of interest, the Advisers and its affiliates will act in a manner which they in good faith believe to be in, or are not opposed to, the best interests of the Funds and consistent with their duty of fair dealing to others. Under certain circumstances that an investment opportunity does not constitute a Cross Trade or Principal Transaction, the Advisers may have an investment opportunity that is also appropriate for the collective investment vehicle that the Affiliated Adviser managers. In such an event, and only if not deemed to be a Cross Trade or Principal Transaction, the Advisers may, but are not required to, allocate such opportunity, as between the Fund/s and the Advisory Affiliates, in such manner as the Advisers deems equitable in its discretion. Similarly, Advisory Affiliates may offer a Fund the opportunity to invest in an investment opportunity available to the Advisory Affiliate. The Advisers may choose to participate in such affiliated co-investment the Advisers deems it to be in the best interest of the Fund. There can be no assurance that the terms offered to the Fund will be the same as the terms available to the Advisory Affiliate. Notwithstanding, the Advisers are entitled to invest Fund capital in one or more Affiliated Investments or other investments in affiliated funds that are managed by the Advisers. Such investment discretion creates conflicts of interest. In the event of any conflict of interest, the Advisers will act in a manner which in good faith it believes to be in, or are not opposed to, the best interests of the Fund and consistent with its duty of fair dealing to others. The existence of multiple Funds will create conflicts as to time and resource commitments on the part of the Advisers’ personnel. While personnel will devote such time to the business of the Funds as they deem necessary, each will have other ongoing investment and business responsibilities which could have the effect of reducing the time such personnel devote to the investment activities of the Fund. The Advisers will be free to allocate investment opportunities among Funds, and any other affiliated collective investment vehicle, proprietary and personal accounts, or portfolio companies that it manages and deems appropriate, subject only to any applicable regulatory restrictions. Although the Advisers will endeavour to make such allocations in a manner that in its judgment is equitable to all Funds. Funds in Liquidation While the foregoing risk factors also apply to some extent to those Funds that are in liquidation, distinct risks arise out of the process of winding up such funds. For example, we generally do not hedge the currency or interest rate risks of the Funds that are in liquidation. We believe that the cost of such hedging outweighs its potential benefit; investors that are concerned about currency or interest rate risks should consider hedging such risks independently. In addition, as we liquidate assets, only those assets that are more difficult to liquidate or value will tend to remain. As a result, investors’ rights to withdraw or redeem their investments may be suspended after the Funds have divested themselves of their relatively liquid assets. Finally, concentration concerns discussed above will tend to be exacerbated by the liquidation THE CELLS, SERIES AND TRADING VEHICLES The following risk factors are all potentially material and are not listed in any order of priority. References to the “Fund Manager” are references to Sigma. Past Performance Is Not Indicative of Future Results The overall success of a Cell, Series or Trading Vehicle depends upon the ability of the relevant Trading Advisor or the Fund Manager to be successful in its investment strategy. However, the past investment performance of a Cell, Series or Trading Vehicle (or any Class within a Cell, Series or Trading Vehicle) or of any other fund or account managed or advised by the relevant Trading Advisor or the Fund Manager is not indicative of future results. There can be no assurance that the performance of a Cell, Series or Trading Vehicle will be comparable in the future to what it (or the Trading Advisor or Fund Manager) has achieved in the past, or that the strategies used by the Trading Advisors or the Fund Manager will be successful under all or any market conditions. A Cell, Series or Trading Vehicle could lose all or substantially all of its capital. It is not known what effect, if any, the amount of capital allocated by a Cell, Series or Trading Vehicle to a particular Trading Advisor or the Fund Manager or the increase in the total assets under management by a particular Trading Advisor will have on the performance of such Trading Advisor’s or the Fund Manager’s trading methods. In general, the Trading Advisors have not agreed to limit their aggregate assets under management. Limited or No Performance and Operating History Certain Cells and Series offered may be recently established and have no or only limited operating and performance histories. Although the Fund Manager and its affiliates have substantial experience managing investment platforms, the Cells and Series are to some extent subject to the risks associated with “start-up” companies. In particular, if any one or more Cells or Series does not attract or retain sufficient capital, the Fund Manager may determine to close such Cells or Series and/or seek to wind up and dissolve the PCC or LLC as a whole. The past performance of the Fund Manager appointing Trading Advisors and managing other funds and accounts is not indicative of the future results of the Cells, Series and Trading Vehicles. Although the Trading Advisors will generally have their own respective performance histories prior to their appointment to a particular Cell, Series or Trading Vehicle, certain Trading Advisors may have a limited or no operating or performance record. Potential Conflicts of Interest The Fund Manager, the Oversight Agent, the Sub-Administrators, the Transfer Agent and Registrar, the Trading Advisors and their affiliates may face certain conflicts of interest in relation to the Shares. For example, the Fund Manager, the Oversight Agent, the Sub-Administrators, the Transfer Agent and Registrar, the Trading Advisors and their affiliates may be involved with other entities utilising investment strategies similar to that of the PCC and LLC and/or any Cell, Series or Trading Vehicle and with other businesses in general. Related parties may own Shares, invest with companies with whom the Cells, Series or Trading Vehicles invest, manage or advise the Cells and Trading Vehicles and invest in securities in which they have a financial interest. Except as otherwise required by the applicable law, related parties have no obligation to disclose such activities to investors. Moreover, the Cells, Series and Trading Vehicles has no right to participate in or benefit from the activities of related parties. Additionally, conflicts may arise in relation to the allocation of investment opportunities. If any conflict of interest arises, the Directors of the PCC or the Fund Manager of the LLC will endeavour to resolve it fairly. The Fund Manager itself or its affiliates may be appointed as trading advisor for certain Cells, Series and Trading Vehicles. Any such affiliation will be disclosed in the applicable offering documents. The Fund Manager or a Trading Advisor (or their respective principals, members, employees and affiliates) may give advice or take action with respect to other clients that differs from the advice given with respect to the Cells, Series and Trading Vehicles. To the extent a particular investment is suitable for both a Cell, Series or Trading Vehicle and other clients, such investments will be allocated between the Cell, Series or Trading Vehicle and other clients pro rata based on assets under management or in some other manner which the Fund Manager or Trading Advisor determines is fair and equitable under the circumstances to all clients, including the Cell, Series or Trading Vehicle. From the standpoint of the Cell, Series or Trading Vehicle, simultaneous identical portfolio transactions for the Cell, Series or Trading Vehicle and other clients may tend to decrease the prices received, and increase the prices required to be paid, by the Cell, Series or Trading Vehicle for its portfolio sales and purchases. Where less than the maximum desired number of shares of a particular security to be purchased is available at a favourable price, the shares purchased will be allocated among the Cell, Series or Trading Vehicle and other clients in an equitable manner as determined by the Fund Manager or Trading Advisor (as applicable). The investors may include taxable and tax-exempt entities and persons or entities resident of or organised in various jurisdictions. As a result, conflicts of interest may arise in connection with decisions made by the Directors, the Fund Manager and/or the Trading Advisors that may be more beneficial for one type of investor. In making such decisions, the Directors, the Fund Manager and/or the Trading Advisors intend to consider the investment objectives of the applicable Cell as a whole, not the tax benefits/impact of any investor individually. The attorneys, auditors, accountants and others who have performed services for the PCC and LLC in connection with their offerings, and who will perform services for the Company in the future, have been and will be selected by the Directors of the PCC and the Fund Manager of the LLC. In addition, purchase and sale transactions (including swaps) may be effected between a Cell, Series or Trading Vehicle and other clients subject to the following guidelines: (i) such transactions shall be effected for cash consideration at the current market price of the particular securities, and (ii) no brokerage commissions or transfer fees shall be paid to the Fund Manager and/or the Trading Advisors in connection with any such transaction. Account Risk While the majority of accounts will be opened in the name of the relevant Cell, Series or Trading Vehicle, certain accounts may be opened in the name of the PCC or LLC to facilitate, amongst other things, the payment of fees and other expenses. These accounts in the name of the PCC or LL C would, in the event of liquidation, constitute assets of the PCC or LLC as a whole and would be available to general creditors of the PCC or L LC or any Cell or Series. Compensation Arrangements with the Trading Advisors The Trading Advisors and the Fund Manager may receive performance-based compensation from the Cells, Series and Trading Vehicles for which they serve as fund manager or trading advisor. Such compensation arrangements may create an incentive to make investments that are riskier or more speculative than would be the case if such arrangements were not in effect. In addition, because performance-based compensation is calculated on a basis that includes unrealised appreciation of the relevant Cell’s, Series’ or Trading Vehicle’s assets, such compensation may be greater than if it were based solely on realised gains. In relation to any Cell or Series, and provided such arrangements are disclosed in the relevant Cell Particulars or Series Particulars, the Fund Manager may receive payments from the Trading Advisor in lieu of or in addition to management fees from the Cell, Series or Trading Vehicle. Such commercial relationships might give rise to potential conflicts of interest for the Fund Manager. For example, such payments might exceed the level of management fees the Fund Manager might otherwise expect to receive from the Cell, Series or Trading Vehicle if no separate payment arrangements were agreed with the Trading Advisor or if a different Trading Advisor was selected. In selecting Trading Advisors, the Fund Manager shall consider various factors including, but not limited to, the Trading Advisor’s ability, track record, facilities, reliability, financial responsibility as well as price. In all cases, however, the Fund Manager shall determine the appointment of Trading Advisors in good faith and take into account the best interests of the Cell, Series or Trading Vehicle concerned. No Direct Relationship with any Trading Advisor Investors will have no direct dealings or contractual relationships with, and will have no ability to bring any claims, in their individual capacities, against any Trading Advisor. Cross Liability in Cells and Trading Vehicles with More than One Share Class Where a Cell, Series or Trading Vehicle issues more than one share class, the assets and liabilities of each such share class will, as a matter of the internal records of the PCC or LLC, be separately identified and recorded; however, there is a risk of cross liability between share classes within a Cell, Series or Trading Vehicle in the event of the insolvency of any share class within that Cell, Series or Trading Vehicle. Accuracy of Public Information The Trading Advisors select investments for the Cells, Series and Trading Vehicles, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to the Trading Advisors by the issuers or through sources other than the issuers. Although the Trading Advisors evaluate all such information and data and may seek independent corroboration when the Trading Advisors consider it is appropriate and reasonably available, the Trading Advisors may not be in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information may not available. Political and/or Regulatory Risk The value of the assets of the Cells, Series and Trading Vehicles may be affected by uncertainties such as international political developments, changes in government policies, trade balances and imbalances, taxation, restrictions on foreign investment, nationalisation of industries, currency repatriation, and other developments in the laws and regulations of the countries in which the assets of the Cells, Series and Trading Vehicles are invested or held. Changes in legal, tax and regulatory regimes may occur during the life of the Cells, Series and Trading Vehicles, which may have an adverse effect on the Cells, Series and Trading Vehicles and their investments. The financial services industry generally, and certain investment activities of private investment funds similar to the PCC and the LLC, in particular, have been subject to intense and increasing regulatory scrutiny. Market disruptions, the dramatic increase in capital allocated to alternative investment strate please register to get more info
This Item is not applicable as we have determined that the one outstanding violation which was disclosed in response to Item 11 on Form ADV is not material. please register to get more info
Sciens Group Risk Services Limited (“SGRS”) reports to the SEC as an exempt reporting adviser, is under common control with Sigma and also provides risk management services to certain of the its private fund clients from time to time on a contract basis. Sciens Investment Management, LLC (“SIM”), a Delaware limited liability company registered as an investment adviser with the SEC, has entered into an Administrative Support Services Agreement with Sigma pursuant to which it provides administrative support services to Sigma with regard to certain of the Funds. please register to get more info
CODE OF ETHICS Our Advisory Affiliate SIM, has adopted a Code of Ethics and a compliance manual (collectively, the “Code of Ethics”) with respect to its business in the United States that apply to all of our employees and certain persons with whom we are associated (collectively, “Supervised Persons”) describing our high standard of business conduct and fiduciary duty to investors. All Supervised Persons are also required to comply with applicable federal securities laws. The Code of Ethics is designed to prevent, among other things, any improper conduct whenever any potential conflict of interest may exist with respect to a client. In addition, the Code of Ethics requires the firm and/or all Supervised Persons to safeguard and prevent dissemination of non-public information, to refrain from engaging in self-interested transactions without prior approval, to develop adequate internal accounting controls and maintain proper books and records, and to refrain from insider trading. The Code of Ethics also outlines the duties of care and loyalty that the Supervised Persons are required to uphold with respect to clients, including our obligation to exercise a high degree of care, to seek best execution, to safeguard client assets, to act in the best interest of clients and to render impartial advice to clients. All Supervised Persons must acknowledge the terms of the Code of Ethics annually, or as and when amended. A copy of our Code of Ethics is available upon request to our Chief Compliance Officer at (212) 471-6100 or [email protected]. INTERESTED TRANSACTIONS We anticipate that, in certain circumstances, consistent with the Funds’, Cells’, Series’ or Trading Vehicles’ investment objectives, we may direct the Funds, Cells, Series or Trading Vehicles to purchase or sell securities in which we, our affiliates and/or our owners, directly or indirectly, have an interest. As a result, there is a possibility that our Supervised Persons might benefit from investment activity by a Fund, Cell, Series or Trading Vehicle in commonly-owned securities. Accordingly, Supervised Persons are required to follow the Code of Ethics. Subject to satisfying this policy and applicable laws, Supervised Persons may trade for their own accounts in securities which are purchased for the Funds, Cells, Series or Trading Vehicles. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the Supervised Persons will not interfere with making decisions in the best interest of the Funds, Cells, Series or Trading Vehicles. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that investments in these securities would not materially interfere with the best interest of the Funds, Cells, Series or Trading Vehicles. In addition, the Code of Ethics requires pre-clearance of transactions in private securities (including securities in hedge funds that may be managed by the Managers). Trading by Supervised Persons is monitored on an ongoing basis in an effort to prevent potential conflicts of interest between us and the Funds, Cells, Series or Trading Vehicles. Supervised Persons may invest in the Funds, Cells, Series or Trading Vehicles. Except to the extent that these affiliated investors may not be subject to being charged management fees or performance-based fees, such investments are exposed to the same underlying portfolio of hedge funds, have the same liquidity limitations and share the same risk as all other investors in the Funds. CROSS TRADES AND PRINCIPAL TRANSACTIONS The Advisers will engage in cross investments between Funds, Cells, Series and Trading Vehicles when such a transaction is advantageous for each participant. However, no accounts subject to ERISA with less than $100 million in assets may be included in any cross trade. The Advisers will also engage in Principal Transactions. Section 206(3) of the Advisers Act prohibits the Advisers and any Supervised Person or other affiliate from trading with any Fund, Cell, Series or Trading Vehicle on a principal basis, or from recommending an agency cross trade to both participants, unless Sciens discloses the capacity in which it is acting to each participating Fund in writing before completion of the transaction, and obtains the consent of each participating Fund, Cell, Series or Trading Vehicle to the transaction.
The Advisers have implemented an Advisory Board to oversee, approve or deny any Cross Trades or Principal Transactions that may give rise to a conflict of interest. The Chief Compliance Officer is responsible for obtaining and retaining any affected Fund’s, Cell’s, Series or Trading Vehicle’s informed written consent or denial of the transaction. See Item 8, Cross Trades and Principal Transactions; Advisory Board for further disclosure on such transactions. please register to get more info
Broker Selection The Trading Advisor of each Cell, Series and Trading Vehicle selects the broker-dealers that will execute transactions on behalf of such Cell, Series or Trading Vehicle. The Trading Advisors select broker-dealers on the basis of best execution, which does not necessarily mean executing transactions at the lowest possible commission rate, transaction cost and price. The Trading Advisors consider various factors when selecting broker-dealers including, but not limited to, the nature of the transaction, the size of the transaction, the broker’s trading expertise, reliability, responsiveness, reputation, execution, clearance, settlement and error correction capabilities, willingness to commit capital, access to a particular trading market, security conditions (e.g., liquidity, volatility) and the value of research provided. Transactions may involve specialized services on the part of a broker-dealer which may justify higher commissions (and mark-ups or mark-downs) than it would for routine services. In seeking qualitative best execution for securities transactions, a Trading Advisor may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. Research and Brokerage Services The Advisor is not and has not been party to any soft dollar arrangements. please register to get more info
Sigma seeks to continuously monitor and review each of the Funds’, Cells’, Series’ and Trading Vehicles’ portfolios and underlying holdings with respect to investment policy and ongoing suitability of the investments used to meet the Funds’ objectives. Such portfolio reviews are typically also conducted by Sigma’s Advisory Affiliates where applicable. The investment committees (when or where applicable) of the Advisor (or its contracted affiliates) not less frequently than monthly to assess, among other things, investment performance and whether the Funds, Cells, Series, Trading Vehicles and their underlying portfolios continue to meet certain investment criteria established by the team or Trading Advisor that manages each Fund’s, Cell’s, Series; or Trading Advisor’s portfolio. For the Funds, the factors that will lead to a review by the investment committee are linked to both general qualitative and specific quantitative triggers and, in the case of the quantitative triggers, a ‘trigger sheet’ exists for all underlying holdings that will force an automatic review at the investment committee level if any of the risk measures that are monitored are triggered. Under normal circumstances, after a review of all available information, transactions relating to the composition of a Fund’s portfolio will be initiated as a result of a new investment decision or determination that an existing investment is no longer meeting expectations. We also review the portfolios of the Funds of Funds that are in liquidation or that are being wound up, although such reviews are generally focused upon determining whether an investment with a Manager should be liquidated or continued. We do not direct the Funds that are in liquidation to reallocate investments among Managers or to make new investments with Managers. please register to get more info
This is not applicable. please register to get more info
Rule 206(4)-2, as amended (the “Custody Rule”), of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) defines custody as holding client securities or assets or having any authority to obtain possession of them. Sigma Funds acts as the investment manager for its Funds, Cells, Series and Trading Vehicles and, as such, Sigma is deemed to have custody of the Sigma Funds’ assets. Sigma complies with the Advisers Act custody rules by providing all investors in the Sigma Funds, Cells, Series and Trading Vehicles with audited financial statements within 180 days of each Fund’s fiscal year end or the fiscal year end of the PCC or LLC, as applicable. With the exception of certain assets, which are defined as “privately offered securities” per the Custody Rule, each Fund, Cell, Series or Trading Vehicle asset is held in custody by a “qualified custodian” (as defined by the Custody Rule). please register to get more info
As described in greater detail in Item 4, Sigma has discretionary authority to manage the Funds, Cells, Series and Trading Vehicles. Aside from the investment limitations set forth in the Funds’ offering documents, if any, Sigma does not permit investors in the Funds to limit our investment discretion with respect to the assets Sigma manages. Prior to assuming discretion in managing a Fund’s or Trading Vehicle’s assets, Sigma enters into an investment management agreement or other agreement that sets forth the scope of its discretion. Sigma has entered into a fund management agreement with each of the PCC and the LLC. Unless otherwise instructed or directed, Sigma has the authority to determine (a) the Managers to which the Fund’s assets will be allocated or the Trading Advisor to which the assets of a Cell, Series or Trading Vehicle will be allocated and (b) the amount and terms of such allocation of assets (subject to restrictions on its activities set forth in the applicable investment advisory agreement and any written investment guidelines). As a result of the differences in the investment objectives and strategies, risk tolerances and other criteria among the Funds, there may be differences among the Funds in terms of underlying Managers, positions and securities held. please register to get more info
This item is not applicable. please register to get more info
Sigma does not require or solicit prepayment of more than $1,200 in fees six months or more in advance. Therefore, Sigma is not required to include a balance sheet for its most recent fiscal year. please register to get more info
Open Brochure from SEC website
Assets | |
---|---|
Pooled Investment Vehicles | $322,057,677 |
Discretionary | $322,057,677 |
Non-Discretionary | $ |
Registered Web Sites
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