Important Notice
Please read this document carefully. Investing in private funds involves substantial risk of loss. Past performance is not indicative of future results. Not FDIC insured. Not bank guaranteed. May lose value.
This disclosure document is provided for informational purposes only and is not a complete description of all risks associated with an investment in any fund managed by Syndicate Partners, LLC. Prospective investors should carefully review the Private Placement Memorandum (PPM), subscription documents, and all related offering materials — which are provided only to accredited investors who have established a pre-existing relationship with the firm — before making any investment decision.
Regulation D Rule 506(b) Offering
Any fund managed by Syndicate Partners, LLC is offered exclusively as a private placement under Rule 506(b) of Regulation D promulgated under the Securities Act of 1933. Under Rule 506(b):
- The offering is not publicly advertised or solicited. Nothing on this website constitutes an offer to sell or a solicitation of an offer to buy any securities.
- Participation is limited to accredited investors as defined under SEC Rule 501 with whom the firm has a pre-existing substantive relationship.
- Specific offering materials — including the Private Placement Memorandum, subscription agreement, fee schedule, and performance history — are shared only after that pre-existing relationship has been established, typically through a private introduction and initial conversation.
- Investors are expected to conduct their own independent review of the fund's offering documents and to consult with their own legal, financial, and tax advisors prior to subscribing.
General Investment Risk
An investment in any fund managed by Syndicate Partners, LLC carries significant risk, including the risk of total loss of invested capital. The firm trades commodity futures contracts, which are inherently speculative and volatile instruments. The value of an investment can go down as well as up.
The firm's prior performance is not a guarantee or reliable indicator of future performance. Market conditions, trading strategies, and the skill of the firm's principals may all change over time.
Commodity Futures Trading Risks
The firm's primary investment strategy involves trading commodity futures contracts, which carry specific risks including:
- Leverage risk: Futures contracts are leveraged instruments. A relatively small market movement can result in a proportionally much larger gain or loss relative to the amount of funds deposited as margin.
- Market risk: Commodity prices are influenced by numerous unpredictable factors including weather, geopolitical events, supply and demand dynamics, government policies, and global economic conditions.
- Liquidity risk: While major commodity futures markets are generally liquid, there may be circumstances — such as limit moves or periods of extreme market stress — where it becomes difficult to exit positions at desired prices.
- Counterparty risk: Trading through regulated futures exchanges reduces but does not eliminate counterparty risk.
- Algorithm risk: The firm employs quantitative and algorithmic trading strategies that may not perform as expected in all market conditions.
Return Structure and Compensation
The fund's specific compensation and return-sharing structure is fully described in the Private Placement Memorandum provided to prospective accredited investors during the introduction process. That structure includes a return cap applicable in strong months and full participation in downside periods, with the firm's compensation contingent on investor performance. The specific mechanics, including percentage caps and compensation thresholds, are material terms of the offering and are disclosed in the offering documents.
Investors should carefully review and understand this structure — including scenarios in which the investor's returns may be lower than the fund's gross performance — before subscribing.
Illiquidity and Redemption Restrictions
Investments in private funds are illiquid. Subscription documents describe specific lockup, notice, and redemption-processing periods. Investors should be prepared to hold their investment for an extended period. Interests in the fund are not publicly traded and there is no established secondary market for the sale or transfer of interests.
Regulatory and Legal Risk
The firm operates under applicable federal and state securities laws and commodity trading regulations. Changes in laws, regulations, or regulatory interpretations could adversely affect the firm's operations, strategy, or investor returns. The firm may be subject to examination by regulatory authorities including the SEC and the CFTC.
Tax Considerations
The firm's investment activities may generate tax consequences that differ materially from other investment types. The specific tax treatment applicable to the fund and to individual investors is described in the offering documents and is subject to change based on federal and state tax law.
Investors are strongly encouraged to consult with a qualified tax advisor regarding the tax consequences of investing in the fund prior to making any investment decision. Tax treatment varies by individual circumstances.
Performance Information
Performance information is not publicly disclosed by the firm. Historical performance is made available to accredited investors who have established a pre-existing relationship with the firm, and is provided directly through the investor portal and in private offering materials. Financial records are reviewed by an independent CPA; the identity of the reviewing firm is disclosed to prospective investors during the introduction process.
Past performance is not indicative of future results.
No Guarantee of Returns
There is no guarantee that the fund will achieve any particular level of return. The firm's ability to generate returns depends on numerous factors including market conditions, trading performance, and risk management effectiveness — all of which may vary significantly from period to period.
Syndicate Partners, LLC is not a bank. Any investment is not a deposit and is not insured by the FDIC, SIPC, or any other government agency. Investors may lose some or all of their invested capital.
Contact & Questions
If you have questions about these disclosures or our risk factors, please contact us at admin@syndicatepartners.co or reach out to Garrett Adams at garrett@syndicatepartners.co.
Prospective investors are encouraged to consult with their own legal, financial, and tax advisors before making any investment decision.