One Thousand & One Voices Management, LLC (“One Thousand & One Voices”), owned by Hendrik F.
Jordaan, was formed in May of 2013 to advise One Thousand & One Voices Africa Fund I, L.P. (“the
Fund”), and other similar vehicles in the future, on the investment of capital in rising markets. Hendrik
Jordaan serves as Chief Executive Officer (“CEO”) and manager since inception and as Chief Compliance
Officer (“CCO”) since January 15, 2019.
One Thousand & One Voices has raised capital for the Fund from influential families and other investors
from around the globe as part of a movement to provide Relational Capital, Intellectual Capital and
Patient Financial Capital, or “Three-Dimensional Capital™, to profitably accelerate prosperity in rising
markets.
One Thousand & One Voices seeks to invest the Fund primarily in controlling or influential minority
positions in growth equity opportunities and mezzanine debt investments in private companies formed, or
with operations in, Sub-Saharan Africa (the “Investments”). One Thousand & One Voices’ investment
management services include analyzing, selecting, monitoring and maintaining the Investments.
Principals of One Thousand & One Voices and principals of its affiliates typically also serve on the board
of directors for Investments.
One Thousand & One Voices’ advisory services are tailored to the Fund and will be tailored to future
funds. Investors in the Fund (the “Investors” or “Limited Partners”) do not enter into investment
management agreements with One Thousand & One Voices and are not considered advisory clients.
Investors may not impose restrictions on the Fund’s investment in certain securities or types of securities,
however, Investors may be excused from a particular Investment due to legal, regulatory or other
applicable constraints. This Brochure is provided to the Investors and is also qualified in its entirety by
the Fund’s offering memorandum (the “Offering Memorandum”), limited partnership agreement (the
“Limited Partnership Agreement” and subscription documents (collectively with the Offering Memorandum
and Limited Partnership Agreement, the “Offering Documents”).
The Fund’s general partner, One Thousand & One Voices Africa Fund I Investors, L.P. (the “General
Partner”), has entered into side letters or other similar arrangements with Limited Partners that provide
more favorable terms to these Investors than those described in the Offering Documents. These terms
include, among others, reduction in management fees and/or performance allocations, special rights with
respect to future contributions, future investments and supplemental reporting.
As of the year ended December 31, 2019, One Thousand & One Voices managed gross asset of the Fund
on a discretionary basis in the amount $ 121,177,112 (including capital commitments).
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One Thousand & One Voices earns an annual management fee paid by the Fund of 2% of the total
committed capital until the earlier of the termination of the Fund’s investment period or launch of a
successor fund, as described in the Fund’s Limited Partnership and thereafter, a 2% of the total invested
capital (total commitments drawn reduced by the amount of capital contributions attributable to
Investments that have been disposed of (and which not been reinvested) or written off) (the
“Management Fee”). In limited circumstances, One Thousand & One Voices has negotiated lower
Management Fees with certain strategic investors. One Thousand & One Voices invoices the Fund on a
quarterly basis in advance to pay such Management Fees. The Management Fee is paid whether or not
the Fund is profitable. The General Partner also receives a carried interest which is discussed below in
“Performance Based Fees.”
One Thousand & One Voices, the General Partner, One Thousand & One Voices Management (Mauritius),
Ltd. (the “Mauritius Investment Manager”) and One Thousand & One Voices Advisory Services Pty. Ltd.
(the “SA Sub‐Adviser”, together with One Thousand & One Voices and the Mauritius Investment
Manager, the “Management Entities”) and their principals may receive compensation attributable to the
Fund’s Investments, including director fees, transaction fees and other fees. A portion of these additional
fees is used to offset and reduce the Management Fee paid to One Thousand & One Voices.
In general, the Fund bears certain costs, expenses, liabilities and obligations in connection with its
operation, activities and investments of the Fund including but not limited to (a) the Management Fee
and organizational expenses; (b) the costs and expenses relating to temporary investments or
Investments (including travel expenses and all liabilities and obligations related to all leverage), including
the identification, evaluation, negotiation, due diligence, acquisition, holding, monitoring and disposition
thereof; (c) unconsummated transaction expenses; (d) premiums for insurance protecting the Fund, the
Management Entities, any of their respective affiliates, and any of their respective officers, directors,
members, partners, employees and agents, from liabilities to third persons in connection with the affairs
of the Fund; (e) legal, custodial, consulting and accounting expenses; (f) auditing and tax expenses; (g)
appraisal expenses; (h) expenses related to organizing and maintaining entities (including any holding
vehicle or alternative investment vehicle) through or in which Investments will be made; (i) reasonable
expenses of the Fund’s investment committee, conflicts review board and advisory board; (j) costs and
expenses that are classified as extraordinary expenses under generally accepted accounting principles;
(k) damages suffered or incurred by the Fund; (l) taxes or other governmental charges payable by or on
behalf of the Fund; (m) costs of reporting to the Limited Partners and of the annual meeting of the
Limited Partners; (n) costs of winding up, liquidating and dissolving the Fund; (o) all fees, costs,
expenses, liabilities and obligations with respect to obtaining leverage, (p) any reserves established by
the Fund to fund any of the foregoing costs and expenses and (q) all costs and expenses arising out of
the Fund’s indemnification obligations.
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The General Partner is entitled to receive from the Fund a carried interest, or distributions of the net
profits in excess of a preferred return, which is described in more detail in the Fund’s Limited Partnership
Agreement. At this time One Thousand & One Voices only advises a single Fund but anticipates a similar
compensation structure for future funds. A carried interest may create an incentive for One Thousand &
One Voices and the General Partner to make investments that are more speculative than would be the
case in the absence of performance-based compensation.
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One Thousand & One Voices provides investment advice to pooled-investment vehicles formed under US
or foreign law. The Fund is an exempted limited partnership formed in the Cayman Islands and offered
primarily to family offices and high-net worth individuals on a private placement basis. Limited Partners
include, but are not limited to, family partnerships, individuals, trusts, endowments and foundations.
One Thousand & One Voices requires Limited Partners to be “accredited investors” as that term is defined
in Regulation D under the Securities Act of 1933, as amended and “qualified clients” as defined under the
Investment Company Act of 1940, as amended. The Fund has a $10 million minimum commitment which
may be waived by the General Partner in its sole discretion.
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General Methods of Analysis As discussed briefly in “Advisory Business,” One Thousand & One Voices’ investment model is designed to
provide Three-Dimensional Capital™ to companies around the globe. First, Relational Capital leverages
families’ connections and influence; second, Intellectual Capital leverages their business and industry
knowledge; and third, Patient Financial Capital provides the funding that emerging market businesses
need to grow.
The Fund is focused on companies in Sub-Saharan Africa that have demonstrated solid growth
characteristics. The financial capital provided to these companies is intended to be sufficiently patient
and tangibly accretive to promote growth, and, therefore, to accelerate prosperity of the Investments.
One Thousand & One Voices believes that the Fund’s Three-Dimensional Capital™ model has advantages
over traditional private equity investing as well as many impact investment funds operating today. In
particular, due to the patient capital structure of the Fund, exits of investments are likely not to be
rushed. Additionally, the One Thousand & One Voices expects the Relational Capital and Intellectual
Capital of investing families will result in more direct knowledge and firsthand experience than that of the
third-party consultants and other vendors frequently deployed by other funds.
General Risks Potential investors should be aware that an investment in a pooled investment vehicle such as the Fund
involves a high degree of risk. There can be no assurance that the investment objectives will be
achieved, or that an Investor will receive a return of its capital. In addition, there will be occasions when
One Thousand & One Voices and its affiliates may encounter potential conflicts of interest in connection
with the pooled investment vehicle strategy. Investors should carefully review information about risks of
the Fund in the Offering Documents.
Risks Related to Investments in Emerging Markets
One Thousand & One Voices’ advice on investments in companies organized and/or operating in
emerging markets will involve certain significant risks not typically associated with investments in the
securities of companies organized and/or operating in more developed market economies. These risks
are increased by the uncertainty of whether some of the information available on the rising market,
including information used to prepare the Offering Documents, is reliable.
Emerging Markets. Investments in emerging markets involve a broad range of economic, foreign
currency and exchange rate, political, legal and financial risks. Many of these risks are not quantifiable or
predictable but may increase the expenses of the clients, materially adversely affect the value of the
investments and materially adversely impact the One Thousand & One Voices’ investment program and
strategy.
No Assurance of Returns. There can be no assurance that Investors will receive distributions from the
Fund. The timing of profit realization is typically long-term and highly uncertain.
Long‐Term Investments; Absence of Liquidity and Public Markets. Although investments in emerging
markets may occasionally generate some current income, the return of capital and the realization of
gains, if any, from an investment generally will occur only upon the partial or complete disposition of
such investment. While an investment may be sold at any time, it is not generally expected that a
liquidity event will occur for a number of years after the investment is made. It is unlikely that there will
be a public market for the securities at the time of their acquisition. The Fund generally will not be able
to sell the securities of portfolio companies publicly unless their sale is registered under applicable
securities laws, or unless an exemption from such registration requirements is available. In addition, in
some cases, the Fund may be prohibited by contract or regulatory reasons from selling certain securities
for a period of time.
Potential Liabilities. In connection with its investments, the Fund typically negotiates the right to appoint
one of the principals of the Management Entities as a member of the portfolio company’s board of
directors. Such membership on the board of directors of a company can result in the clients or the
individual director being named as a defendant in litigation. Although, portfolio companies may have
insurance to protect directors and officers, this insurance may be inadequate.
Contingent Liabilities on Disposition of Investments. In connection with the disposition of an investment
in a portfolio company, the Fund could be required to make representations about the business and
financial affairs of such company typical of those made in connection with the sale of a business. The
Fund may be required to indemnify the purchasers of such investment to the extent that any such
representations are inaccurate or misleading. These arrangements may result in the incurrence of
contingent liabilities for which One Thousand & One Voices could establish reserves and escrows. If this
occurs, distributions would be delayed or withheld until such reserve is no longer needed or the escrow
period expires.
General Economic and Financial Market Conditions. The success of the Fund’s investment strategy could
be significantly impacted by changing external economic conditions in global economies. In recent years,
global financial markets experienced considerable fluctuations in the valuations of equity and debt
securities and in some cases an acute contraction in the availability of credit. The United States and
other countries have experienced significant declines in employment, household wealth and lending.
Global credit markets continue to experience disruption and liquidity shortages. As a result, certain
government bodies and central banks worldwide, including the U.S. Treasury Department and the U.S.
Federal Reserve, have undertaken unprecedented intervention programs the effects of which remain
uncertain, and may undertake additional interventions in the future. In particular, the cost and
availability of funding available has been and may continue to be uncertain. Continued turbulence in the
U.S. and international markets and economy may adversely affect the liquidity and financial condition of
portfolio companies and may adversely affect the Fund. These economic conditions may continue or
worsen in the future.
Interest rates, general levels of economic activity, the price of securities, the price of commodities, the
rate of inflation and participation by other investors in the financial markets may affect the value and
number of investments considered for clients. Changing economic conditions could potentially adversely
impact the valuation of portfolio holdings and their ability to secure attractive exits.
Uncertainty of Financial Projections. The Fund generally will agree to the pricing of transactions and
establish the capital structure of portfolio companies on the basis of financial projections for such
portfolio companies. Projected operating results normally will be based primarily on management
judgments. In all cases, projections are only estimates of future results that are based upon assumptions
made at the time that the projections are developed. There can be no assurance that the projected
results will be obtained, and actual results may vary significantly from the projections. General economic,
political and market conditions, which are not predictable, can have a material adverse impact on the
reliability of such projections.
No or Limited Availability of Insurance Against Certain Catastrophic Losses. Certain losses of a
catastrophic nature, such as wars, earthquakes, typhoons, terrorist attacks or other similar events, may
be either uninsurable or insurable at such high rates that to maintain such coverage would cause an
adverse impact on the related investments. In general, losses related to terrorism are becoming harder
and more expensive to insure against. Some insurers are excluding terrorism coverage from their all‐risk
policies. In some cases, the insurers are offering significantly limited coverage against terrorist acts for
additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a
result, all investments may not be insured against terrorism. If a major uninsured loss occurs, clients
could lose both invested capital in and anticipated profits from the affected investments.
Potential Conflicts of Interest Various potential and actual conflicts of interest may arise from the overall investment activities of One
Thousand & One Voices and its affiliates. The following briefly summarizes some of these conflicts, but is
not intended to be an exclusive list of all such conflicts. Any references to One Thousand & One Voices
and its affiliates in this section will be deemed to include its respective affiliates, partners, members,
shareholders, officers, directors, managers and employees.
One Thousand & One Voices will undertake to manage client portfolio diligently in pursuit of the client’s
investment objective. When a conflict of interest arises, One Thousand & One Voices will endeavor to
avoid or mitigate the conflict and seek to ensure that the conflict is resolved fairly.
Potential Conflicts of Interests Between Clients and Affiliates. Clients may be subject to various conflicts
of interest arising from its relationship with One Thousand & One Voices and its affiliates. In the event of
a conflict of interest that is not otherwise addressed by the Limited Partnership Agreement, One
Thousand & One Voices will be guided by its fiduciary responsibilities, compliance policies and procedures
and good faith judgment as to the best interests of its clients.
Devotion of Time. While the officers and employees of One Thousand & One Voices or its affiliates will
devote to the affairs of its clients such time as may be reasonably necessary to carry out their
obligations, such officers and employees will also work on projects for their affiliates. Conflicts of
interests may arise in allocating investment opportunities, management time, services and such functions
among such affiliates.
Potential Conflicts Relating to Personal Securities Transactions of Management Personnel. Personal
investment by investment professionals and other personnel of One Thousand & One Voices can present
potential conflicts of interest for One Thousand & One Voices and its personnel. The directors, officers
and employees of One Thousand & One Voices are permitted to buy and sell securities or other
investments for their own accounts. As a result of differing investment strategies or constraints, or for
other reasons, positions may be taken by One Thousand & One Voices personnel that are the same as,
different from or made at different times than positions taken for clients. For the same reasons,
directors, officers and employees of One Thousand & One Voices may invest in public or private
companies, private equity funds, private venture capital funds, hedge funds, real estate funds, mutual
funds and other investments. One Thousand & One Voices has established policies and procedures
requiring certain approvals for investments in private companies and private funds by employees of One
Thousand & One Voices and most personal securities transactions by One Thousand & One Voices
personnel. However, the potential exists for personal securities transactions by One Thousand & One
Voices personnel, including those which have been pre-cleared or approved in advance, to generate
significantly higher investment returns to such personnel than any of the client’s investment transactions
generate for its own investors. Moreover, One Thousand & One Voices may determine that a company
identified as a potential investment opportunity for clients is not suitable or appropriate for clients. The
potential exists for One Thousand & One Voices personnel, other co-investors or competitors of One
Thousand & One Voices to invest in such company and realize significantly higher investment returns
than any of the client’s investment transactions generate for its own investors.
Third-Party Relationships. Like other asset management firms, as part of One Thousand & One Voices’
business, One Thousand & One Voices and its employees have developed many relationships with third
parties, some of which could be viewed as significant, close, or personal, which have the potential to
raise conflicts of interest. Such third parties include, but are not limited to, placement agents, investment
bankers, consultants, private equity investors, co-investors, current and former directors, officers and
employees of current and former portfolio companies, and former directors, officers and employees of
One Thousand & One Voices. Certain of such third parties may: introduce investment opportunities to
One Thousand & One Voices; arrange for, or facilitate financing in, the purchase or recapitalization of
potential portfolio companies; introduce portfolio companies to potential acquisition or merger
candidates; introduce One Thousand & One Voices to potential buyers of portfolio company securities;
facilitate the disposition of portfolio company securities; provide investment banking, consulting or
advisory services to One Thousand & One Voices or portfolio companies; perform investment banking
services for issuers of private securities held by One Thousand & One Voices personnel or their friends
and family members; introduce or recommend private investment opportunities to One Thousand & One
Voices personnel or their friends and family members; or provide other significant business or investment
services to One Thousand & One Voices personnel, and friends and family of One Thousand & One
Voices personnel. One Thousand & One Voices has compliance policies and procedures designed to
monitor and, as necessary, mediate such significant relationships, but no guarantee can be made that
such policies will prevent actions, which are to the detriment of the Fund.
Material Non-Public Information. From time to time, One Thousand & One Voices, its affiliates and/or
their members, officers and employees may come into possession of material non-public information
concerning specific companies. Under applicable securities laws, this may limit One Thousand & One
Voices’ flexibility to buy or sell portfolio securities issued by such companies. Alternatively, One
Thousand & One Voices and its affiliates may decline to receive material non-public information which it
is entitled to receive on behalf of clients, in order to avoid investment restrictions for clients, even though
access to such information might have been advantageous to clients and other market participants are in
possession of such information.
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To the best of our knowledge, there are no legal or disciplinary events that One Thousand & One Voices
or its management have been involved in.
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One Thousand & One Voices is affiliated with the General Partner, the Mauritius Investment Manager and
the SA Sub-Adviser.
The Mauritius Investment Manager is licensed by the Mauritius Financial Services Commission as an
investment adviser (unrestricted). One Thousand & One Voices has entered into an investment manager
management agreement with the Mauritius Investment Manager to provide certain management services
to the Fund. The Mauritius Investment Manager has entered into an investment advisory agreement with
the SA Sub-Adviser to provide certain investment advisory services in South Africa to the Fund.
The General Partner has an equity interest in the Fund. Additionally, principals of the Management
Entities and other affiliates have invested directly in the Fund and may invest in future funds as Limited
Partners on the same terms as all other Limited Partners, including with respect to management fees. As
discussed in “Performance-Based Fees”, the General Partner may receive a carried interest and have an
incentive to favor riskier investments because of such compensation structure.
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Trading One Thousand & One Voices has adopted a code of ethics (the “Code”) pursuant to Rule 204A-1 of the
Advisers Act. The Code applies to all One Thousand & One Voices directors, officers, employees and any
other person who provide services on behalf of One Thousand & One Voices and is subject to its
supervision and control (“Covered Persons”). The Code requires that One Thousand & One Voices’
business be conducted in accordance with the highest ethical and legal standards and focuses on the
misuse of confidential information, personal securities trading and outside business activities. One
Thousand & One Voices will provide a copy of its code of ethics to any client or prospective client upon
request.
See “Methods of Analysis, Investment Strategies and Risk of Loss” above for a discussion about our
policies regarding material non-public information and personal trading.
One Thousand & One Voices does not recommend to clients, or buy or sell for client accounts, securities
in which it, or a related person, has a material financial interest. One Thousand & One Voices does not
invest in the same securities that it, or a related person, recommends to clients.
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Based on the nature of our investment program of investing in early-stage private companies, One
Thousand & One Voices does not expect to interact with broker-dealers.
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On behalf of One Thousand & One Voices, Hendrik Jordaan, CEO and CCO, along with SS&C Global, the
Fund’s administrator, review the Fund’s accounts no less than on a quarterly basis. The review typically
includes valuations of Investments, payment of expenses and other matters. Quarterly unaudited
financial statements and annual audited written financial statements are provided to Investors.
Additionally, written portfolio company write-ups, providing portfolio company specific information, are
also provided to Investors on a quarterly basis.
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One Thousand & One Voices does not pay or receive payment from anyone other than the Fund for
providing investment advice. One Thousand & One Voices and its related persons do not directly or
indirectly compensate any person who is not a supervised person for client referrals.
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One Thousand & One Voices does not have custody of assets although the General Partner is deemed to
have custody of the Fund’s assets under Rule 206(4)-2 of the Investment Advisers Act of 1940 (the
“Custody Rule”) in its role as general partner to the Fund. Pursuant to the audit approach to the Custody
Rule, Fund investors will receive annual audited financial statements in accordance with the Custody
Rule. Investors should carefully review all statements and reports provided to them in connection with
their investment in the Fund.
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One Thousand & One Voices has full discretion to manage the Fund, including the authority to hire other
investment advisers. The Limited Partnership Agreement places limits on this investment authority,
including, without limitation, designating types of permitted investments or prohibiting certain types of
investments.
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One Thousand & One Voices does not generally manage securities of companies that come with proxy
voting rights. To the extent that it does, it shall vote all such proxies in the best interest of the Fund.
One Thousand & One Voices’ written voting policies and procedures and history of votes are available for
review by Investors upon request.
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