Legal

Legal Disclaimer

ALLOCATIONS OUTSTANDING MAY NOT BE FULLY UTILIZED BY THE RELEVANT MANAGER AND ASSETS UNDER MANAGEMENT DIFFER. THIS IS NOT AN OFFER OR PROMISE OF AN ALLOCATION OF CAPITAL. ANY SUCH ALLOCATION SHALL BE MADE ONLY TO QUALIFIED PARTIES IN ACCORDANCE WITH OFFICIAL DOCUMENTATION. FURTHERMORE, THIS IS NOT AN OFFERING OR THE SOLICITATION OF AN OFFER TO PURCHASE AN INTEREST. ANY SUCH OFFER OR SOLICITATION WILL BE MADE TO QUALIFIED INVESTORS ONLY BY MEANS OF OFFICIAL DOCUMENTATION AND ONLY IN THOSE JURISDICTIONS WHERE PERMITTED BY LAW. LEVERAGE IS EMPLOYED IN THE FUNDS, WHICH CAN MAKE INVESTMENT PERFORMANCE VOLATILE. AN INVESTOR SHOULD NOT MAKE AN INVESTMENT UNLESS IT IS PREPARED TO LOSE ALL OR A SUBSTANTIAL PORTION OF ITS INVESTMENT. SEE PRELUDE’S FORM ADV FOR MORE INFORMATION.

Terms of Use

By accessing this website and any materials presented herein (the “Site”), you accept in their entirety the following terms and conditions pertaining to the use of the Site. Prelude Capital Management, LLC and its affiliates, which includes Prelude Capital Partners, LLC and its affiliates (collectively “Prelude Capital”) reserves the right to change the terms, conditions and notices under which this Site is offered without notice at any time. Each use of the Site constitutes your agreement to be bound by the then-current terms and conditions set forth in these Terms of Use.

1. Limited License to Use the Site

Except as specifically permitted below, nothing contained in these Terms of Use or the Site itself either grants or will be construed to grant to you or any third party any title or interest in, or any license or right to use or reproduce, any image, text, software, code, trademark, logo or service mark contained in the Site, including without limitation the name or logo of Prelude Capital or any of its affiliates.

Prelude Capital grants you a limited, nonexclusive license to display and otherwise use portions of the Site solely for your own private, non-commercial informational purposes only, and to print pages from the Site only in connection with that use. You may not copy, reproduce, modify, alter in any way, create derivative works from, sell, resell, transfer, license, distribute, transmit, assign or publish any text, graphics, logos and other source-identifying symbols, designs, icons, images, or any other information, software or code obtained from the Site without Prelude Capital’s express written consent. Users shall not use the Site at any time for any purpose that is unlawful or prohibited and shall comply with any and all applicable local, state, national or international laws or regulations when using the Site.

You may not permit the use of your username and password by any individual (including employees or affiliates of the entity applying for access, if applicable) other than the initial Site user.  If we find that you are abusing your access privilege, Prelude Capital may cancel your online access without notice and will enforce, to the fullest extent possible, all rights that it may have with respect to copyright and trademark ownership of all material contained in the Site.  Should you suspect a breach of your username or password, report it immediately to info@preludecapital.com.

2. Representation of Accredited Investor Status

By accessing the password protected area of the Site, you represent that you qualify as an “accredited investor” under Regulation D promulgated under the Securities Act of 1933.  All users accessing such area of the Site, including individuals and entities, should communicate with their legal advisors if they believe that their status as an accredited investor has changed.  If such a user’s status as an accredited investor has changed, such user agrees to immediately notify Prelude Capital of such change.

3. No Offer of Employment

No potential opportunities described on this Site constitute or shall be construed to constitute an offer or promise of employment.  Without notice, Prelude Capital may eliminate, modify or change any aspects of any opportunities described on the Site.  This Site does not provide binding offers, terms or conditions of any kind.  Any such opportunities that may ensue as a result of your submission of information to Prelude Capital shall be solely in accordance with the specific terms of such opportunities, not the terms of the Site.

4. Online Privacy Policy

Prelude Capital’s policy is to respect the privacy of all information it receives from a user accessing the Site and to protect the security and confidentiality of nonpublic information we obtain during this process.  Such information will be treated in accordance with Prelude Capital’s Online Privacy Policy as set forth below:

Prelude Capital is committed to protecting the privacy of users of the Site.  We will use reasonable efforts to see that all information, identifying and otherwise, submitted to us by users, remains private and is used only for the purposes set forth herein.  Furthermore, at Prelude Capital, we believe that our online users have a right to know what information we collect when you visit our Site.  This Online Privacy Policy outlines the types of information we gather about you, how we gather your information, how we use it, with whom we might share it, the means by which we keep it secure and the choices you have about the information you choose to share with us.

What Information Do We Collect and How Do We Collect It?

In general, when you visit our Site, we do not collect personally identifiable information about you.  When you request access to our Site, you will be asked to supply information such as your name, email address, phone number and certain information regarding your qualification status as an “accredited investor”.

How Do We Use the Information?

We may use your name, email address and phone number to send you information about our financial services that we think might interest you and to determine your eligibility to access our password protected pages.  Prelude Capital does not share the collected information listed above with nonaffiliated third parties.  In the event, however, that Prelude Capital is sold, transferred or disposed of in accordance with legal proceedings, user information, including identifying information, may be transferred to such third party purchaser or transferee as well, and will be subject to such third party’s privacy policy.

Correcting/Updating Information

Any information you submit may be reviewed, corrected or deleted at any time by doing the following:

  1. Logging into the user account will allow the user to update any contact information.
  2. Users can send an email request to info@preludecapital.com.
  3. Users can call (212) 546-1180.
  4. Postal mail can be sent to Prelude Capital as described below.

Security

Prelude Capital takes reasonable precautions to protect its clients’ personal information by hiring an internet hosting provider that maintains physical, electronic and procedural safeguards that either meet or exceed applicable law.  Please note, however, that no transmission over the internet can be 100% secure.  Prelude Capital also works to protect user information offline.  All of your information is housed in secure, access-restricted areas.  Only employees who need the information to perform a specific function are granted access to personally identifiable information.

Use of Cookies

Cookies are small text files that are stored on a user’s hard drive after the user has visited and/or registered with an online site.  This Site does not store long-term cookies, but rather uses session cookies which expire when the user closes the web browser.

Changes to the Online Privacy Policy

If we ever change the Online Privacy Policy, we will post that information here.  If there is ever any material change to the information we gather and how it is used, we will notify you via the email address we have in your personal profile.  We invite you to come back from time to time to review the policy.

Contacting the Site

If you have any questions or comments about Prelude Capital’s privacy practices or this Online Privacy Policy, please email us at info@preludecapital.com or contact us at the following postal address:

Prelude Capital Management, LLC
437 Madison Avenue, 33rd Floor
New York, NY  10022

5. Confidentiality

Users acknowledge that as users of the Site, they may come in possession of information that Prelude Capital considers confidential.  Such confidential information can be described as and includes technical and business information relating to Prelude Capital’s proprietary ideas or investment strategies; information relating to qualitative or quantitative terms potentially available to manager candidates; patentable ideas, copyrights and/or trade secrets; existing and/or contemplated products and services; marketing materials; current or future business plans and models; financial statements and investor information; and the identity of or nature of any relationships with managers, investors and/or third party service providers, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

To ensure the protection of such information and in consideration of the agreement to allow limited access to such information on the terms specified in this Terms of Use agreement, Site users agree to use the Confidential Information only for the purpose of evaluating potential business and investment relationships with Prelude Capital and will not reproduce, commercially exploit, redistribute, broadcast or create any derivative work based on any portion of the Site, without the express permission of Prelude Capital.  Each user agrees that it will not employ Prelude Capital’s investment strategy and that it will limit disclosure of Confidential Information within its own organization to directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation or other entity) other than its own legal, tax or ERISA advisors, without the prior express written consent of Prelude Capital.

If there is a breach or threatened breach of any provision of this Section 5, it is agreed and understood that Prelude Capital shall have no adequate remedy in money or other damages and accordingly shall be entitled to extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or security, and without proof of damages; provided however, no specification of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Section.  If you do not consent to the terms hereof, please do not use the Site.

6. Links to Third Party Websites

Prelude Capital has not reviewed any of the websites that may be linked to the Site, and is not responsible for their content.  Prelude Capital is not responsible for the privacy practices of such other websites.  Your linking to or use of any off-site pages or other websites is at your own risk.  Prelude Capital’s inclusion of links to other websites does not imply any endorsement of the material located on or linked to by such websites.

7. Technical Problems

Although Prelude Capital strives to avoid any technology-related problems, there may be times when the Site is not available, is not functioning properly or is causing technological problems.  Prelude Capital does not warrant that the Site will always be available or error free.  Prelude Capital has made reasonable efforts to ensure that the Site is secure by hiring an internet hosting provider that maintains physical, electronic and procedural safeguards that either meet or exceed applicable law.  Although Prelude Capital takes all of the above security precautions, it does not warrant that they will be effective, nor does it accept any liability for any interception of data or communications.

Prelude Capital disclaims any liability for any damage caused by the performance or failure of performance of the Site.  Prelude Capital is not liable for any defects, delays or errors in or resulting from your use of the Site.

8. Security Rules

You are prohibited from taking any actions that will violate or attempt to violate the security of the Site, including, without limitation (a) accessing data not intended for your use or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus or Trojan horse, overloading, “flooding,” “mailbombing” or “crashing” the Site; or (d) sending unsolicited email, including promotions and/or advertising of products or services (all of the foregoing, the “Security Rules”).  Attempts to violate, or violations of, system or network security or the Security Rules may result in civil or criminal liability.  Prelude Capital will investigate occurrences which may involve any such attempts or violations, may report them to law enforcement agencies, and may cooperate with law enforcement agencies in prosecuting users who are involved in such attempts to violate or violations.

9. Monitoring Activity on the Site

Prelude Capital may monitor and record activity on the Site for any reason or no reason and may investigate any complaint or reported violation of its policies.  In addition, Prelude Capital may report any activity suspected to violate any law or regulation to regulators, law enforcement officials or other persons that it deems appropriate or necessary.

10. No Warranty

PRELUDE CAPITAL, AND ITS RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THROUGH THE SITE.  ANY CONTENT OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE.  ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND.  PRELUDE CAPITAL HEREBY FURTHER DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND AVAILABILITY.  PRELUDE CAPITAL DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF THE CONTENT WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOUR USE OF THE SITE IS SOLELY AT YOUR RISK.  BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

THE MATERIALS ON THE SITE INCLUDING, WITHOUT LIMITATION, INFORMATIONAL MATERIALS AND ANY OTHER FUND OR MANAGER SPECIFIC INFORMATION, HAVE BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE FINANCIAL, LEGAL, REGULATORY, TAX OR ANY OTHER ADVICE.  PRIOR TO ENTERING INTO ANY SUB-ADVISORY AGREEMENT OR MAKING ANY INVESTMENT, YOU SHOULD CONSULT WITH A PROFESSIONAL FINANCIAL ADVISOR AS WELL AS A LEGAL AND TAX ADVISOR TO ASSIST IN DUE DILIGENCE AS MAY BE APPROPRIATE IN DETERMINING THE SUITABILITY OF THE RISK ASSOCIATED WITH A PARTICULAR INVESTMENT.  IN NO EVENT SHALL PRELUDE CAPITAL, OR ITS RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY IN USING THE SITE, OR (II) ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE, OR (III) OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.  SUCH LIMITATIONS APPLY EVEN IF PRELUDE CAPITAL OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

12. Indemnification

Upon a request by Prelude Capital, you agree to defend, indemnify and hold harmless Prelude Capital, its subsidiaries and other affiliated companies, and the employees, contractors, officers and directors of each of them from all suits, losses, damages, costs, liabilities, claims and expenses, including attorneys’ fees, that arise from your use or misuse of the Prelude Capital Site, your breach of these Terms of Use or any representation, warranty or covenant made by you herein, your violation of applicable law or regulation or of any third party’s rights or claims by third parties that, if true, would place you in breach of these Terms of Use.  Prelude Capital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Prelude Capital in asserting any available defenses.

13. Choice of Law and Forum

These Terms of Use are governed by the internal laws of the State of New York, without reference to their conflicts of laws provisions.  You consent to the jurisdiction of, and venue shall lie in, any federal or state court located in New York County, New York, USA, as the exclusive jurisdiction and venue for the adjudication of all disputes arising out of or relating to the use of the Site.

14. Dispute Resolution

All disputes arising out of or relating to these Terms of Use or your use of the Site will be settled by final and binding arbitration conducted in New York, by a neutral arbitrator, in accordance with these Terms of Use and the then-current commercial arbitration rules of the American Arbitration Association.  Each party will bear its own expenses, except that the prevailing party may recover the filing costs and the expenses of the arbitrator from the other party.  Any award of the arbitrator will be in writing and will state the reasons for the award.  Judgment upon an award may be entered in any court having competent jurisdiction.  The arbitrator will not have the power to order pre-hearing discovery of documents or the taking of depositions, but may compel attendance of witnesses and the production of documents at the hearing.  The parties, their representatives and participants and the arbitrator will hold the existence, content and result of the arbitration in confidence, except to the limited extent necessary to enforce a final settlement agreement or to obtain or enforce a judgment on an arbitration decision and award.  You agree that Prelude Capital will be entitled to obtain preliminary injunctive relief to enforce any of these Terms of Use against you pending a final determination in arbitration.

15. Severability

If any provision of these Terms of Use is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and these Terms of Use shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question.  Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.

16. Authority

The user warrants that he/she has the right to make all disclosures and representations under this Terms of Use agreement.

17. Termination

Prelude Capital reserves the right, in its sole discretion, to terminate your access to all or part of the Site, with or without notice, at any time and for any reason.

BY USING THIS SITE, YOU ACKNOWLEDGE YOUR UNDERSTANDING OF THE LEGAL DISCLAIMER AND CONSENT TO ALL OF THE ABOVE TERMS OF USE.