These Important Disclosures apply to every page of the website located at https://apogeevcfund.com, including its investor portal, data room and forms (the "Site"), to every presentation, video, article and social media publication of Apogee, and in particular to the sections of the Site that refer to strategy, portfolio composition, pipeline, exits, returns and impact. They should be read together with the Terms of Use and the Privacy Policy.
DEFINED TERMS
In these Important Disclosures, "Fund" means Apogee Diversified Venture Fund LLC, a Delaware series limited liability company, "Series" means each series of the Fund, including the Diversified Series, "Manager" means Apogee Diversified Manager LLC, a Wyoming limited liability company, "Administrator" means Apogee Diversified Administrator LLC, a Wyoming limited liability company, "Apogee" means the Fund, each Series, the Manager, the Administrator and their respective affiliates, "Units" means the non-voting Class A Units of any Series, and "Offering Documents" means the confidential private placement memorandum of the Fund, each applicable series supplement, the limited liability company agreement of the Fund and the applicable subscription agreement, in each case as amended from time to time.
PRIVATE OFFERING UNDER RULE 506(C)
2.1 Exemption Relied Upon.
Units are offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(c) of Regulation D. That rule permits general solicitation, which includes the Site, on the condition that every purchaser is an accredited investor within the meaning of Rule 501(a) of Regulation D and that the issuer takes reasonable steps to verify that status.
2.2 Verification.
The Fund will verify the accredited investor status of each prospective investor before accepting any subscription. Verification requires the delivery of supporting documentation, such as tax returns, account statements or a written confirmation from a registered broker-dealer, registered investment adviser, licensed attorney or certified public accountant, and it cannot be satisfied by self-certification alone. A prospective investor is not required to be a qualified client or a qualified purchaser.
2.3 Summary Nature of the Site.
The information on the Site is a summary. It is qualified in its entirety by the Offering Documents, and any decision to invest must be based solely on the Offering Documents, which should be read in their entirety and with the assistance of professional advisors. If the Site and the Offering Documents differ, the Offering Documents control.
2.4 No Offer Where Unlawful.
Nothing on the Site constitutes an offer to sell or a solicitation of an offer to buy any security in any jurisdiction or to any person where such an offer or solicitation would be unlawful. No security is offered at the level of the Fund, and every investment is made in a Series.
2.5 Discretion of the Fund.
Submitting an Investor Access request does not entitle any person to receive the Offering Documents or to invest. The Fund may reject any subscription in whole or in part, may close the offering of any Series at any time and may modify the terms of the offering as described in the Offering Documents.
UNREGISTERED SECURITIES AND ABSENCE OF REGULATORY REVIEW
3.1 Securities Act.
The Units have not been registered under the Securities Act of 1933 or under the securities laws of any state or other jurisdiction, and they are offered in reliance on exemptions from registration. Investors do not receive the protections that registration would provide.
3.2 No Approval by any Authority.
Neither the Securities and Exchange Commission nor any state securities authority has approved or disapproved the Units, passed upon the merits of the offering or passed upon the accuracy or adequacy of the Site or of the Offering Documents. Any representation to the contrary is unlawful.
3.3 Restrictions on Transfer.
The Units are restricted securities. They may not be sold, pledged or otherwise transferred except in compliance with the Offering Documents, which require the consent of the Manager, and with applicable securities laws. No public market for the Units exists or is expected to develop, and investors should be prepared to bear the economic risk of the investment for an indefinite period.
INVESTMENT COMPANY ACT
Neither the Fund nor any Series is registered as an investment company under the Investment Company Act of 1940. Each Series relies on the exclusion provided by Section 3(c)(1) of that Act, which limits the number of beneficial owners of the securities of each Series to 100, subject to the exceptions that the Act provides. Investors therefore do not receive the protections of that Act, which include limits on leverage, restrictions on transactions with affiliates and requirements regarding independent directors and custody. The Manager intends that each Series be treated as a separate issuer for this purpose, but the Securities and Exchange Commission or a court could take a different view, in which case the Manager may reject subscriptions, restrict transfers or compel redemptions in order to preserve the exclusion.
REGULATORY STATUS OF THE MANAGER AND THE ADMINISTRATOR
5.1 Absence of Registration.
Neither the Manager nor the Administrator is registered as an investment adviser with the Securities and Exchange Commission or with any state securities authority, and each intends to operate as an exempt reporting adviser. An exempt reporting adviser files only a limited portion of Form ADV, is not subject to most of the substantive requirements that apply to registered advisers and is not examined on the same basis as a registered adviser.
5.2 Possible Change of Status.
The availability of the exemptions on which the Manager and the Administrator rely depends on conditions that include the qualification of each Series as a venture capital fund. If those exemptions ceased to be available, the Manager or the Administrator could be required to register, which could result in additional cost and in changes to the compensation arrangements described in the Offering Documents.
5.3 No Implied Status.
Nothing on the Site should be understood to indicate that Apogee holds any registration, license or regulatory status other than as stated in this Section, and the use of words such as fund, manager or administrator does not imply supervision or endorsement by any authority.
ABSENCE OF ADVICE
The content of the Site is provided for general informational purposes only. It does not constitute investment, legal, tax, accounting or other professional advice, it does not take into account the objectives, financial situation or needs of any person, and it should not be relied upon in making any investment decision. No fiduciary, advisory or client relationship arises from the use of the Site. Each prospective investor should consult its own legal, tax and financial advisors before making any investment decision.
FORWARD-LOOKING STATEMENTS AND TARGETS
7.1 Identification.
The Site contains forward-looking statements, which can be identified by words such as "seeks," "may," "could," "expected," "believe," "objective," "target," "potential," "anticipate," "designed to" and "intends" and by similar terms. They include statements regarding the target size of the Fund, the expected focus on approximately 15 companies, the pace of new investments, initial and follow-on allocations, the technology categories that the Series may explore, the convergence of those technologies, anticipated holding periods and paths to liquidity, and the outcomes that Apogee seeks to help enable.
7.2 Targets.
Targets are objectives and not projections, predictions or promises. The actual size of the Fund, the number of portfolio companies, the composition of each Series and the timing of investments and exits may differ materially from what is described, and Apogee may change its targets without notice.
7.3 Risks and Uncertainties.
Forward-looking statements reflect the current views of Apogee only. They are not guarantees of future performance, and they are subject to significant risks and uncertainties, many of which are beyond the control of Apogee, that could cause actual results to differ materially. Those risks include scientific and technical failure, the inability of portfolio companies to raise additional capital, competition, regulatory change, the condition of capital and exit markets and general economic conditions.
7.4 No Duty to Update.
Apogee undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.
PERFORMANCE INFORMATION AND ABSENCE OF OPERATING HISTORY
8.1 Newly Organized Fund.
The Fund and the Series are newly organized and have no operating history or track record on which a prospective investor may base an evaluation.
8.2 Past Performance.
The past performance of Apogee personnel, of their prior investments, of affiliated vehicles or of companies referenced on the Site is not indicative of future results, and there can be no assurance that any Series will achieve comparable results or avoid losses. Prior investments were made under different market conditions, with different terms and, in some cases, by different teams.
8.3 Selected Examples.
Where the Site refers to specific companies, transactions or outcomes, those examples have been selected for illustration, they do not represent all of the investments or experience of Apogee personnel, and it should not be assumed that the examples not shown were or would have been profitable.
ILLUSTRATIVE AND HYPOTHETICAL INFORMATION
Any description on the Site of how a venture portfolio is expected to behave, including expected distributions of outcomes, bands of returns, multiples, holding periods, exit routes, reserve ratios and portfolio construction parameters, is illustrative and hypothetical. It does not reflect the actual results of any Series, it was prepared with the benefit of assumptions that may prove incorrect, it does not reflect the effect of the fees, profit allocations and expenses that investors bear unless it expressly states otherwise, and no representation is made that any Series will achieve comparable results. Hypothetical information has inherent limitations, and it is intended for persons who have the financial sophistication to understand those limitations.
SUMMARY OF PRINCIPAL RISKS
An investment in the Units is speculative and involves a high degree of risk. The following is a summary of certain risks, and it is not a substitute for the risk factors set out in the Offering Documents.
(a) An investor may lose the entire amount invested, because early-stage companies fail at a high rate and a venture portfolio is expected to include a significant number of total and partial losses.
(b) The Units are illiquid, since they carry no redemption or withdrawal rights other than in extraordinary circumstances and may not be transferred without consent, and returns, if any, are expected to be realized only after a holding period of many years.
(c) The technologies on which Apogee focuses, such as quantum computing, artificial intelligence, advanced materials and energy systems, are at an early stage of development, may never become commercially viable and are subject to rapid change, intense competition and evolving regulation, including export controls and national security review.
(d) A Series may hold a limited number of positions, so the failure of one or a few companies may have a material adverse effect on its results, and the diversification that Apogee seeks may not be achieved.
(e) A Series will generally hold minority positions without control, may be diluted in later financing rounds if it does not or cannot participate, and may lack the capital to make follow-on investments.
(f) Portfolio companies are valued without the benefit of public market prices, so interim valuations are estimates that involve judgment and may differ materially from the amounts ultimately realized.
(g) Exit markets are cyclical and may be closed for extended periods, and even where an exit occurs a Series may receive illiquid consideration or be subject to escrows, earn-outs, lock-ups or indemnification obligations.
(h) Each Series depends on the judgment of the Manager and of a small number of key individuals, whose loss could adversely affect it, and investors have no right to participate in management or in investment decisions.
(i) The Manager, the Administrator and their affiliates are subject to conflicts of interest, which are summarized below and described in the Offering Documents.
(j) The limitation of liabilities among Series under Section 18-215 of the Delaware Limited Liability Company Act has not been tested in every jurisdiction, and a court outside Delaware, or a bankruptcy court, might not respect it.
(k) Fees, profit allocations and expenses are borne by investors and reduce returns regardless of the performance of the underlying companies, and where a Series invests through another vehicle those costs may be borne at more than one level.
(l) The regulatory status of the Fund, the Manager and the Administrator rests on exemptions and exclusions whose loss could result in additional cost, restrictions on operations or changes to the terms of the investment.
(m) An investment involves complex tax considerations, investors will receive a Schedule K-1 that may arrive after ordinary filing deadlines, and the availability of any tax benefit described by Apogee depends on facts that Apogee does not control.
(n) Investors will receive limited information about portfolio companies, much of which is confidential, and will not have the opportunity to evaluate investments before they are made.
FEES AND COMPENSATION
Investors in each Series bear an annual management fee of two percent (2%) payable to the Administrator and an entitlement of the Manager to twenty percent (20%) of the net profits of the Series, in each case calculated and paid as provided in the Offering Documents, together with the organizational and operating expenses of the Series and its share of the expenses of the Fund. The distribution provisions do not include a preferred return or a high water mark. The entitlement of the Manager may create an incentive to make investments that are riskier or more speculative than would otherwise be the case. Any reference on the Site to returns that does not expressly state otherwise should be understood as presented before the deduction of these amounts, which will reduce the returns of investors.
SERIES STRUCTURE
12.1 Separate Portfolios.
The Fund is a Delaware series limited liability company, and every investment is made through a Series and not at the level of the Fund. Each Series, including the Diversified Series, acquires and holds its own portfolio, and its profits, losses, fees and expenses are determined separately from those of every other Series. No Series holds units of another Series.
12.2 Differences among Series.
The portfolio and the performance of one Series may therefore differ materially from those of another, even where both invest in the same company, because the timing, the price, the size and the terms of each investment may differ. A description of the strategy of Apogee as a whole does not describe the holdings of any particular Series, which are set out in the applicable series supplement and in the reports delivered to the investors in that Series.
12.3 Control.
The Manager controls the Fund and each Series, and the Units are non-voting except as the Offering Documents or the law require.
PORTFOLIO, PIPELINE AND COMPANY REFERENCES
13.1 Illustrative Purpose.
Any companies, categories or technology areas referenced or depicted on the Site, including in the portfolio visualization, are shown for illustrative purposes and are not necessarily representative of all current or future investments of any Series. Certain investments may be excluded where permission to disclose has not been obtained or where disclosure would be contrary to the interests of a Series.
13.2 Pipeline.
A reference to a company as under evaluation, in diligence or in the pipeline describes only the status of the review by Apogee. It does not mean that an investment has been or will be made, that terms have been agreed or that the opportunity will remain available.
13.3 No Indication of Profitability.
Inclusion on the Site does not indicate that a particular investment has been or will be profitable, and descriptions of the stage, customers, products or technology of a company are not a representation as to its value or prospects.
13.4 Source of Information.
Information about portfolio or prospective companies has in some cases been obtained from those companies, reflects their own claims and has not been independently verified by Apogee. The names and marks of those companies belong to their owners, and their appearance does not imply that those companies endorse Apogee.
CONFLICTS OF INTEREST
14.1 Common Control and Compensation.
The Manager and the Administrator are under common control, the terms of their compensation were not negotiated at arm’s length, and that compensation creates incentives that may differ from the interests of investors.
14.2 Affiliated Activities.
Apogee, its principals and their affiliates, including entities engaged in family office, capital markets, legal, consulting and special purpose acquisition activities, may hold interests in, serve as directors or officers of, provide services to, receive compensation from or enter into transactions with companies in which a Series invests or that it is evaluating. Those transactions may include transactions intended to provide liquidity to a Series, in which an affiliate may have interests on more than one side.
14.3 Allocation of Opportunities.
The Manager allocates investment opportunities among the Series and among other vehicles and accounts of Apogee and its affiliates. It is under no obligation to offer any opportunity to every Series or to allocate it in equal proportions, and its principals may invest for their own account.
14.4 Time and Attention.
The principals and personnel of Apogee devote time to other businesses and are not required to devote their full time to the Fund or to any Series.
14.5 Further Information.
These relationships and the manner in which they are addressed are described in the Offering Documents, and prospective investors should review that description carefully.
STATEMENTS REGARDING SOURCING, DILIGENCE AND ACTIVE MANAGEMENT
Statements on the Site regarding access to opportunities through the relationships of Apogee, the depth of its diligence, its participation in the operations of portfolio companies or its ability to structure exits describe the approach that Apogee intends to follow. They are statements of opinion and intention, they do not imply that every investment will benefit from those elements, and they do not guarantee that Apogee will identify successful companies, obtain favorable terms, influence the performance of any company or complete any exit.
THIRD-PARTY INFORMATION AND OTHER PLATFORMS
16.1 Third-Party Sources.
Market data, scientific claims, forecasts and other information attributed to third parties have been obtained from sources believed to be reliable but have not been independently verified, and Apogee makes no representation as to their accuracy or completeness.
16.2 Social Media and Media Coverage.
Content that Apogee publishes on social media or on other third-party platforms is subject to these Important Disclosures. Apogee does not adopt or endorse comments, reposts, articles or other content published by third parties, whether on those platforms or elsewhere, and a link or reference to such content is provided for convenience only.
STATEMENTS REGARDING IMPACT
Statements on the Site describing potential positive effects of the technologies that Apogee explores, such as more efficient energy systems, faster scientific discovery or greater resilience, describe aspirational outcomes that the underlying technologies may help enable. They are not a representation that any Series, investment or company has achieved or will achieve any particular impact or ESG-related outcome, and they are not based on a defined or audited impact measurement methodology unless separately stated. Impact considerations do not replace financial criteria in the investment process, and no Series is managed under an impact, sustainability or ESG mandate unless its series supplement expressly so provides.
TAX, BENEFIT PLAN AND NON-U.S. INVESTORS
18.1 No Tax Advice.
Nothing on the Site is tax advice. Statements regarding tax efficiency or tax-advantaged structuring describe objectives whose achievement depends on the circumstances of each investment and of each investor, on the conduct of portfolio companies and on the law in effect at the relevant time.
18.2 Special Categories of Investors.
Tax-exempt investors, benefit plan investors and persons who are not United States persons are subject to additional considerations, including the possible recognition of unrelated business taxable income or of income effectively connected with a United States trade or business, and the Manager may limit investment by benefit plan investors. These investors should consult their own advisors before investing.
ANTI-MONEY LAUNDERING AND SANCTIONS
Prospective investors will be required to provide information and documentation sufficient to establish their identity, that of their beneficial owners and the source of their funds. The Fund may decline or delay any subscription, may withhold distributions, or may take any other action required by law, where that information is not provided or where a prospective investor is the subject of sanctions administered by the Office of Foreign Assets Control of the United States Department of the Treasury or by another competent authority.
CONFIDENTIALITY OF OFFERING MATERIALS
The Offering Documents and the materials made available through the investor portal or the data room are confidential. They are delivered solely for the purpose of evaluating an investment, and they may not be reproduced or disclosed to any person other than the legal, tax and financial advisors of the recipient, as further provided in the Terms of Use.
QUOTATIONS AND PERSONAL STATEMENTS
Statements attributed to Apogee personnel, including its founder, are expressions of opinion and belief as of the date on which they were made. They are not statements of fact, guarantees of future results or investment recommendations, and they are subject to the other disclosures set out in this document.
UPDATES AND CONTACT
Apogee may update these Important Disclosures from time to time by posting a revised version on the Site with a new Last Updated date. Questions may be directed to info@apogeevcfund.com or by mail to Apogee Diversified Manager LLC, 2106 House Ave Suite 375, Cheyenne, Wyoming 82001.