Risk of Capital Loss and No Assurance of Investment Return.

This investment is speculative and long-term with no certainty of return. This investment involves a significant risk of capital loss and should only be made if an investor can afford the loss of its entire investment. There are no guarantees or assurances regarding the achievement of investment objectives or performance. In considering any investment performance information contained in this Website, recipients should bear in mind that past performance does not predict future returns. The performance information given in this Website, if any, relates only to the past activities of CVC Capital Partners plc, Clear Vision Capital Fund SICAV-FIS S.A., each of their respective successors or assigns and any of their respective subsidiary undertakings (as that term is defined in section 1162 and Schedule 7 of the United Kingdom Companies Act 2006) (“CVC”), and/or funds or accounts managed by CVC, not to CVC Private Equity Strategies Funds S.A. SICAV (or any of its compartments, as the context requires, the “Fund”). The past performance of CVC and any funds or accounts managed or advised by CVC provides no assurance of future returns or results of the investments. The Fund cannot provide assurance that it will be able to choose, make and realise investments in any particular company. There is no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. Furthermore, the Fund’s performance over a particular period may not necessarily be indicative of the results that may be expected in future periods.

Limited Operating History: Relation to Prior Investment Results.

The Fund has not commenced operations and therefore has no operating history upon which prospective investors may evaluate its performance. As a result of the Fund’s highly customised investment program and investment limitations, there is no assurance that the Fund will receive sufficient investment opportunities to deploy all of its capital, even in a circumstance where other funds or accounts managed or advised by CVC are fully or nearly fully deployed.

Difficulty and Cost of Locating Suitable Investments.

There is no guarantee that suitable deal flow will be available so that the Fund will be able to invest in investments or that any such investments will be successful. The success of the Fund depends on the ability of CVC to identify, select, effect and realise appropriate investments. Accordingly, the Fund may only make a limited number of investments. Since these investments may involve a high degree of risk, poor performance by a few could significantly affect the return to investors. To the extent that any of the available capital is not invested, the Fund’s potential for return may be diminished. The investment industry in which the Fund will be engaged is highly competitive. The activity of identifying, completing and realising on attractive investments that fall within the Fund’s objective is highly competitive and involves a high degree of uncertainty and will be subject to market conditions. The Fund expects to encounter competition from other entities having similar investment objectives. There can be no certainty that CVC will identify a sufficient number of attractive investment opportunities to enable the full amount of capital committed to, or otherwise available to, the Fund to be invested effectively or at all. No assurances can therefore be given that the target returns of the Fund or any investment will be achieved.

Investment and Market Risk.

General economic conditions may affect the Fund’s activities. Changing economic, political, regulatory or market conditions or events, such as interest rates, the availability of credit, currency exchange rates, trade barriers, natural disasters, epidemics and pandemics, globally and in the jurisdictions and sectors in which the Fund invests or operates, general levels of economic activity, the price of securities and debt instruments and participation by other investors in the financial markets, may affect the availability of investment opportunities for the Fund and/or the value and number of investments made by the Fund or considered for prospective investment. The value of investments may also fluctuate in accordance with changes in the financial condition of portfolio companies and other factors that affect the markets in which the Fund invests. Economic, political, regulatory or market developments can affect a single investment, or multiple investments within an industry, economic sector or geographic region, or the market as a whole. Events such as war (e.g., Russia/Ukraine), acts of terrorism, public health issues like pandemics or epidemics (e.g., COVID-19), recessions, or other economic, political and global macro factors and events could lead to a substantial economic downturn or recession and have a significant impact on the Fund and its investments. The recovery from such downturns is uncertain and may last for an extended period of time or result in significant volatility, and many of the risks discussed herein associated with an investment in the Fund may be increased.

Legal, Tax and Regulatory Risks.

Legal, tax and regulatory changes could occur during the term of the Fund that may adversely affect the Fund. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds (including alternative investment funds) may adversely affect the value of investments held by the Fund and the ability of the Fund to effectively employ its investment and trading strategies. Increased scrutiny and newly proposed legislation applicable to private investment funds and their sponsors may also impose significant administrative burdens on CVC and may divert time and attention from portfolio management activities. In addition, and in light of the changing global regulatory climate, the Fund may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market interests of the Fund to potential investors. An investment in the Fund may be subject to increasing regulation and governmental oversight and there can be no assurance that such rules will not require various investor disclosures to, among others, domestic and foreign governmental or self-regulatory authorities. The effect of any future regulatory change on the Fund could be substantial and adverse. In addition, the futures markets, debt markets, and other financial and capital markets are subject to comprehensive statutes, regulations and margin requirements. The U.S. Securities and Exchange Commission, the European Securities and Markets Authority, the Commission de Surveillance du Secteur Financier, other regulators and self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. Prospective investors should note that the tax treatment of each investor, and of any investor, and of any investment, depends on individual circumstances and may be subject to change in the future.

Broad Investment Mandate.

Except as set forth in the governing documentation of the Fund, the Fund shall not be limited or restricted in the industries, sectors, geographies, transaction types, structures, instruments, obligations or assets in which it may invest or the specific investment strategies and techniques that may be employed by it. It will be permitted to invest (and may actually invest) in investments of any number of issuers operating in a wide range of industries or activities utilising a wide variety of structuring techniques. Its portfolio may be concentrated at various points in time, including, for example, with respect to the number of investments included in the portfolio (which may be particularly limited when it commences its investing activities), the nature of such investments and the geographies or industry sectors represented by the issuers in which the Fund invests.

Non-Controlling Investments and/or Investments with Third Parties in Joint Ventures and Other Entities.

It is expected that the Fund will hold non-controlling interests in most issuers and, therefore, may have no right to appoint a director and to influence such companies’ management. Similarly, the Fund may co-invest with third parties through joint ventures, other entities or similar arrangements, thereby acquiring non-controlling interests in certain investments. In such cases, the Fund will be significantly reliant on the existing management, board of directors and other shareholders of such companies, which may include representation of other financial investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund. Moreover, in the case where the Fund co-invests alongside other persons (including other funds or accounts managed or advised by CVC), such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third party partner or co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of the Fund, may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives, or the increased possibility of default, diminished liquidity or insolvency by the third party partner or co-venturer due to a sustained or general economic downturn.

Lack of Liquidity.

Interests in the Fund are or will be highly illiquid. CVC have implemented a periodic redemption program with respect to interests in the Fund, but there is no guarantee CVC will be able to make any redemptions, either at the time or at all. Any redemptions are subject to available liquidity and other significant restrictions. To the extent that we are able to make redemptions, only a limited number of Interests will be eligible for redemption.

Use of Borrowings/Leverage.

The Fund intends to employ leverage in order to finance the operations of the Fund and its investments. Such leverage will increase the exposure of an investment to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the investment. Borrowings by the Fund (or by an affiliate thereof) have the potential to enhance the Fund’s returns, however, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s cost of funds. As a general matter, the presence of leverage can accelerate losses. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. This leverage may also subject the Fund’s investments to restrictive financial and operating covenants, which may limit flexibility in responding to changing business and economic conditions. For example, leveraged entities may be subject to restrictions on making interest payments and other distributions. Leverage at an investment may impair such investment’s ability to finance its future operations and capital needs. Moreover, any rise in interest rates may significantly increase an investment’s interest expense, causing losses and/or the inability to service its debt obligations. If an investment cannot generate adequate cash flow to meet debt obligations, the Fund may suffer a partial or total loss of capital invested in such investment. In addition, the Fund may have to make exceptions to, modify or suspend, in whole or in part, the redemption programme of any sub-fund further to the occurrence of an event of default or similar event under a financing arrangement. Furthermore, the amount of leverage used to finance an investment may fluctuate over the life of an investment.

Reliance on Key Management Personnel.

The success of the Fund will depend, in large part, upon the skill and expertise of certain CVC professionals. In the event of the death, disability or departure of any key CVC professionals, the business and the performance of the Fund may be therefore adversely affected. Some CVC professionals may have other responsibilities, including senior management responsibilities, throughout CVC and, therefore, conflicts are expected to arise in the allocation of such personnel’s time (including as a result of such personnel deriving financial benefit from these other activities, including fees and performance-based compensation).

Valuations.

The valuation methodologies used to value certain of the Fund’s investment may change over time and have subjective elements. Valuations are subject to determinations, judgements, opinions, and will, in certain circumstances, not be accurate, and other third parties or investors may disagree with such valuations. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuation methodologies may permit reliance on a prior period valuation of particular Investments. Ultimate realisation of the value of an investment depends to a great extent on economic, market and other conditions beyond CVC’s control. Accordingly, the carrying value of an investment may not reflect the price at which such investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. There will be no retroactive adjustment in the valuation of such assets, the net asset value per share, the price that the Fund paid to redeem the shares, NAV-based fees, fees it paid, directly or indirectly, to CVC or amounts allocated to CVC to the extent such valuations prove to not accurately reflect the realisable value of the Fund’s investments or the value as set out in financial statements issued subsequent to such valuation. While CVC believes that the NAV calculation methodologies are consistent with standard industry practices, there are other methodologies available to calculate NAV of the Fund (and its constituent entities).

Investors Have No Management Rights.

Investors in the Fund will have no control over the Fund’s or any Fund’s day-to-day operations and investment decisions, and the investors of such Fund must rely on the Fund and/or, to the extent appropriate, CVC and its agents to conduct and manage the affairs of such Fund.

Currency and Exchange Rate Risk.

A substantial portion of the Fund’s assets may be denominated in a currency that differs from the functional currency of the Fund or an investor’s functional currency. Consequently, the return realised on any investment by such investor may be adversely affected by movements in currency exchange rates over the holding period of such investment and the life of the Fund generally, costs of conversion and exchange control regulations, in addition to the performance of the investment itself. The value of an investment may fall substantially as a result of fluctuations in the currency of the country in which the investment is made compared to the functional currency of the Fund and/or the investor’s functional currency. CVC may (but is not obliged to) endeavour to manage currency exposures in countries that do not use the functional currency of the Fund as their primary currency, using appropriate hedging techniques where available and appropriate, however there are not assurances that such hedging techniques will be utilised or, if used, will be successful and/or will benefit any investor. Additionally, costs related to currency hedging arrangements will be borne by the Fund. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis.

Conflicts of Interest; Allocation of Investment Opportunities.

The Fund is subject to certain conflicts of interest arising out of its relationships, including as a result of the fact that CVC provides investment management, advisory and sub-advisory services to the Fund as well as other funds, vehicles and separately managed accounts. There is no guarantee that the applicable policies and/or agreements can adequately address or mitigate these conflicts of interest, or that CVC will identify or resolve all conflicts of interest in a manner that is favorable to the Fund.

Warehoused Investments.

All decisions to make any investments in investments that have been warehoused by members of CVC and/or funds or accounts managed or advised by CVC and/or to make investments acquired with CVC seed capital will be in the discretion of CVC, and shareholders will not have an opportunity to evaluate or approve such investments or their terms. In addition, CVC will determine, in their discretion, when to transfer such warehoused investments, directly or indirectly, to a Fund and/or cause a Fund to use the capital contributed by the shareholders to, directly or indirectly, redeem such CVC seed investment, which will affect the amount that will be paid to CVC and/or funds or accounts managed or advised by CVC (as applicable) upon such transfer and/or redemption. Conflicts of interest will arise in connection with the foregoing transactions.

Performance Based Compensation.

The existence of the performance fees and management fees may create a potential incentive for the Fund to make more speculative investments or to time the purchase or sale of investments in a manner motivated by the personal interest of CVC executives than if such profit-based compensation did not exist, as the recipient (and the recipients of carried interest in respect of the relevant CVC fund) receive a disproportionate share of profits above the preferred return hurdle (if any) for the relevant CVC fund or co-investment. Furthermore, upon the liquidation of a CVC fund or a co-investment vehicle, the recipient (and the recipients of carried interest in respect of the relevant CVC fund) may receive carried interest with respect to a distribution in-kind of non-marketable securities. The amount of compensation will be dependent on the valuation of the non-marketable securities distributed, which, in relevant cases, will be determined by the manager, general partner and/or operator of the relevant CVC fund or co-investment vehicle (as applicable) and could incentivise such manager, general partner and/or operator (which may be the same as CVC) to value the securities higher than if there were no performance-based compensation.

Risk of Certain Events Related to CVC.

A bankruptcy, change of control, restructuring or other significant event relating to CVC could cause CVC and/or the Fund to have difficulty retaining personnel or may otherwise adversely affect CVC and/or the Fund and the Fund’s ability to achieve its investment objective.

Broad and Wide-Ranging Activities.

As a global alternative asset manager, CVC engages and is authorised to engage in a broad spectrum of activities, including financial advisory and/or management services, investment management, sponsoring and managing private and public investment funds, advising CLOs, separately managed accounts, co-investment vehicles, other private funds, and other activities, including the provision of broker-dealer services. In the ordinary course of its business, CVC engages in activities where its interests or the interests of its clients may conflict with the interests of the Fund and its Investors. CVC may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although may be intended to provide greater opportunities for CVC, may require CVC to share such opportunities or otherwise limit the amount of an opportunity CVC can otherwise take. Conflicts of interest that arise between the Fund, on the one hand, and any member of CVC, any existing or future affiliated fund or any other fund or account managed or advised by CVC, on the other hand, generally will be considered on a case-by-case basis by senior management of CVC and representatives of the Fund and CVC, who will in many circumstances be the same individuals. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving rise to the conflict. The board of managers of the Fund will have the power to resolve, or consent to the resolution of, conflicts of interest on behalf of, and such resolution will be binding on, the Fund. Investors should be aware that conflicts will not necessarily be resolved in favour of the Fund and the investors.

Participation in the Fund by CVC.

CVC may agree to one or more CVC Entities, and/or its current and/or former senior advisors, officers, directors and personnel or its affiliates, charitable programs, endowment funds and related entities established by or associated with any of the foregoing and/or any other persons related to CVC (each, a “CVC Related Person”), purchasing shares or units of the Fund or its relevant holding
entities or otherwise making amounts available for the benefit of the Fund (directly or indirectly),including (without limitation) for the purposes of: (i) providing a source of liquidity to the Fund, (ii) providing seed capital for prospective investments, and (iii) enabling such CVC Entities and/or CVC Related Persons to participate in respect of any matter in which shareholder or unitholder may cast votes. Such participation may be made on economic terms preferential to other shareholders or unitholders (and such other terms CVC
considers reasonable having regard to the circumstances). In addition, by virtue of the CVC Related Persons’ affiliation with CVC, such CVC Related Persons may have more information about the Fund and its investments than other shareholders or unitholders and will have access to information (including, but not limited to, valuation reports) in advance of communication to other shareholders or unitholders. As a result, such CVC Related Persons may be able to take actions on the basis of such information which, in the absence of such information, other shareholders or unitholders do not take. Such participation by one or more CVC Entity and/or CVC Related Persons or its/their affiliates, and their interests as investors in the Fund, may conflict with the interests of the Fund and its other investors (and may have the effect of diluting the shares of other investors).

Global Distributor.

The global distributor for the Fund is the alternative investment fund manager of the Fund. Any material adverse change to the ability of the global distributor to build and maintain a network of licensed securities broker-dealers, financial intermediaries and other agents could have a material adverse effect on the Fund’s business and the offering. If the global distributor is unable to build and maintain a sufficient network of participating broker-dealers and financial intermediaries to distribute shares in the offering, the Fund’s ability to raise proceeds through the offering and implement the Fund’s investment strategy may be adversely affected. In addition, the global distributor may in the future serve as dealer manager for other issuers. As a result, the global distributor may experience conflicts of interest in allocating its time between the offering and such other issuers, which could adversely affect the Fund’s ability to raise capital through the offering and implement the Fund’s investment strategy. Further, the participating broker-dealers and financial intermediaries retained by the global distributor may have numerous competing investment products, some with similar or identical investment strategies and areas of focus as the Fund’s which they may elect to emphasise to their retail clients. This may further adversely impact the ability of the Fund to raise capital and therefore its ability to implement the investment strategy of the Fund.

Costs.

The Issuing Document sets out information on costs that may be borne by the Fund. Any information on costs provided in this Website does not purport to be comprehensive.

CVC Fund Portfolio Company Relationships.

Companies in which CVC funds other than the Fund invest (each, an “Other Project Company”) can be expected to be counterparties or participants in agreements, transactions or other arrangements with investments. For example, a portfolio company may retain an
Other Project Company to provide goods or services to such portfolio company (or vice versa) or such Other Project Company may acquire an asset from such portfolio company (or vice versa). In addition, portfolio companies can, from time to time, be expected to enter into agreements, transactions and arrangements with parties that have, or employ individuals who have, a relationship with CVC or its personnel or with parties in which CVC or its personnel have made an investment. For example, circumstances could arise where a company that has invested in, or whose affiliate, subsidiary or pension plan has invested in, a CVC fund, or that provides services to CVC or its personnel, is engaged to provide services to a portfolio company in exchange for a fee or other form of compensation (or vice versa).

CVC or its personnel may receive fees, commissions, servicing payments, revenue shares, rebates, discounts and/or other benefits in connection with any such agreement, transaction or other arrangement (each, a “Benefit”). For example, CVC may encourage or direct
portfolio companies and Other Project Companies to participate in, or engage a specific vendor (which could itself be an Other Project Company, an investor in a CVC fund (or an affiliate thereof) or otherwise has a relationship with CVC or its personnel) as part of, a program or arrangement (such as a group procurement organisation) designed to help such companies obtain volume-based (or similar) discounts or other benefits in connection with goods and services they purchase from, through or with the assistance of such vendor, program or arrangement pursuant to which CVC is entitled to receive (including from the vendor) a Benefit. CVC may also participate in such programs and arrangements or engages the same vendor, and potentially realises better pricing or discounts as a result of the participation of, or the engagement of that vendor by portfolio companies. Under any such program or arrangement, one particular CVC Entity or Other Project Company could benefit to a greater extent than other participants in such program or arrangement (despite paying an amount no higher than that paid by such other participants) and, in the latter case, the CVC fund that is invested in such Other Project Company will receive a greater relative benefit from the program or arrangement than other CVC funds (including the Fund) that do not own an interest in such Other Project Company.

There can be no assurance that the terms of any such agreement, transaction or other arrangement, or the quality of any goods or services provided pursuant thereto, will be as favorable to the relevant portfolio company as those that would be offered by a comparable, alternative vendor that were engaged outside of such program or arrangement, or if the program or arrangement in place did not involve CVC or its personnel receiving a Benefit in connection therewith. Moreover, CVC could allocate the costs of any such program or arrangement among the CVC funds (including the Fund) that benefit from such program or arrangement (either directly or through their respective portfolio companies). Conflicts exist in the allocation of those costs and benefits of any such program or arrangement and investors are required to rely on CVC to handle such conflicts in its sole discretion.

Any Benefit provided to CVC or any Other Project Company pursuant to or in connection with any of the aforementioned agreements, transactions, programs or arrangements will not be subject to management fee offsets or otherwise shared with the Fund or its project companies and will not require approval from, or notice to, the investors. 

Please refer to the Issuing Document for further information with respect to these and other relevant risks of investing in the Fund.

Risk of Capital Loss and No Assurance of Investment Return.

This investment is speculative and long-term with no certainty of return. This investment involves a significant risk of capital loss and should only be made if an investor can afford the loss of its entire investment. There are no guarantees or assurances regarding the achievement of investment objectives or performance. In considering any investment performance information contained in this Website, recipients should bear in mind that past performance does not predict future returns. The performance information given in this Website, if any, relates only to the past activities of CVC Capital Partners plc, Clear Vision Capital Fund SICAV-FIS S.A., each of their respective successors or assigns and any of their respective subsidiary undertakings (as that term is defined in section 1162 and Schedule 7 of the United Kingdom Companies Act 2006) (“CVC”), and/or funds or accounts managed by CVC, not to CVC Private Equity Strategies Funds S.A. SICAV (or any of its compartments, as the context requires, the “Fund”). The past performance of CVC and any funds or accounts managed or advised by CVC provides no assurance of future returns or results of the investments. The Fund cannot provide assurance that it will be able to choose, make and realise investments in any particular company. There is no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. Furthermore, the Fund’s performance over a particular period may not necessarily be indicative of the results that may be expected in future periods.

Limited Operating History: Relation to Prior Investment Results.

The Fund has not commenced operations and therefore has no operating history upon which prospective investors may evaluate its performance. As a result of the Fund’s highly customised investment program and investment limitations, there is no assurance that the Fund will receive sufficient investment opportunities to deploy all of its capital, even in a circumstance where other funds or accounts managed or advised by CVC are fully or nearly fully deployed.

Difficulty and Cost of Locating Suitable Investments.

There is no guarantee that suitable deal flow will be available so that the Fund will be able to invest in investments or that any such investments will be successful. The success of the Fund depends on the ability of CVC to identify, select, effect and realise appropriate investments. Accordingly, the Fund may only make a limited number of investments. Since these investments may involve a high degree of risk, poor performance by a few could significantly affect the return to investors. To the extent that any of the available capital is not invested, the Fund’s potential for return may be diminished. The investment industry in which the Fund will be engaged is highly competitive. The activity of identifying, completing and realising on attractive investments that fall within the Fund’s objective is highly competitive and involves a high degree of uncertainty and will be subject to market conditions. The Fund expects to encounter competition from other entities having similar investment objectives. There can be no certainty that CVC will identify a sufficient number of attractive investment opportunities to enable the full amount of capital committed to, or otherwise available to, the Fund to be invested effectively or at all. No assurances can therefore be given that the target returns of the Fund or any investment will be achieved.

Investment and Market Risk.

General economic conditions may affect the Fund’s activities. Changing economic, political, regulatory or market conditions or events, such as interest rates, the availability of credit, currency exchange rates, trade barriers, natural disasters, epidemics and pandemics, globally and in the jurisdictions and sectors in which the Fund invests or operates, general levels of economic activity, the price of securities and debt instruments and participation by other investors in the financial markets, may affect the availability of investment opportunities for the Fund and/or the value and number of investments made by the Fund or considered for prospective investment. The value of investments may also fluctuate in accordance with changes in the financial condition of portfolio companies and other factors that affect the markets in which the Fund invests. Economic, political, regulatory or market developments can affect a single investment, or multiple investments within an industry, economic sector or geographic region, or the market as a whole. Events such as war (e.g., Russia/Ukraine), acts of terrorism, public health issues like pandemics or epidemics (e.g., COVID-19), recessions, or other economic, political and global macro factors and events could lead to a substantial economic downturn or recession and have a significant impact on the Fund and its investments. The recovery from such downturns is uncertain and may last for an extended period of time or result in significant volatility, and many of the risks discussed herein associated with an investment in the Fund may be increased.

Legal, Tax and Regulatory Risks.

Legal, tax and regulatory changes could occur during the term of the Fund that may adversely affect the Fund. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds (including alternative investment funds) may adversely affect the value of investments held by the Fund and the ability of the Fund to effectively employ its investment and trading strategies. Increased scrutiny and newly proposed legislation applicable to private investment funds and their sponsors may also impose significant administrative burdens on CVC and may divert time and attention from portfolio management activities. In addition, and in light of the changing global regulatory climate, the Fund may be required to register under certain foreign laws and regulations, and need to engage distributors or other agents in certain non-U.S. jurisdictions in order to market interests of the Fund to potential investors. An investment in the Fund may be subject to increasing regulation and governmental oversight and there can be no assurance that such rules will not require various investor disclosures to, among others, domestic and foreign governmental or self-regulatory authorities. The effect of any future regulatory change on the Fund could be substantial and adverse. In addition, the futures markets, debt markets, and other financial and capital markets are subject to comprehensive statutes, regulations and margin requirements. The U.S. Securities and Exchange Commission, the European Securities and Markets Authority, the Commission de Surveillance du Secteur Financier, other regulators and self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. Prospective investors should note that the tax treatment of each investor, and of any investor, and of any investment, depends on individual circumstances and may be subject to change in the future.

Broad Investment Mandate.

Except as set forth in the governing documentation of the Fund, the Fund shall not be limited or restricted in the industries, sectors, geographies, transaction types, structures, instruments, obligations or assets in which it may invest or the specific investment strategies and techniques that may be employed by it. It will be permitted to invest (and may actually invest) in investments of any number of issuers operating in a wide range of industries or activities utilising a wide variety of structuring techniques. Its portfolio may be concentrated at various points in time, including, for example, with respect to the number of investments included in the portfolio (which may be particularly limited when it commences its investing activities), the nature of such investments and the geographies or industry sectors represented by the issuers in which the Fund invests.

Non-Controlling Investments and/or Investments with Third Parties in Joint Ventures and Other Entities.

It is expected that the Fund will hold non-controlling interests in most issuers and, therefore, may have no right to appoint a director and to influence such companies’ management. Similarly, the Fund may co-invest with third parties through joint ventures, other entities or similar arrangements, thereby acquiring non-controlling interests in certain investments. In such cases, the Fund will be significantly reliant on the existing management, board of directors and other shareholders of such companies, which may include representation of other financial investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund. Moreover, in the case where the Fund co-invests alongside other persons (including other funds or accounts managed or advised by CVC), such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third party partner or co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of the Fund, may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives, or the increased possibility of default, diminished liquidity or insolvency by the third party partner or co-venturer due to a sustained or general economic downturn.

Lack of Liquidity.

Interests in the Fund are or will be highly illiquid. CVC have implemented a periodic redemption program with respect to interests in the Fund, but there is no guarantee CVC will be able to make any redemptions, either at the time or at all. Any redemptions are subject to available liquidity and other significant restrictions. To the extent that we are able to make redemptions, only a limited number of Interests will be eligible for redemption.

Use of Borrowings/Leverage.

The Fund intends to employ leverage in order to finance the operations of the Fund and its investments. Such leverage will increase the exposure of an investment to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the investment. Borrowings by the Fund (or by an affiliate thereof) have the potential to enhance the Fund’s returns, however, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Fund’s cost of funds. As a general matter, the presence of leverage can accelerate losses. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. This leverage may also subject the Fund’s investments to restrictive financial and operating covenants, which may limit flexibility in responding to changing business and economic conditions. For example, leveraged entities may be subject to restrictions on making interest payments and other distributions. Leverage at an investment may impair such investment’s ability to finance its future operations and capital needs. Moreover, any rise in interest rates may significantly increase an investment’s interest expense, causing losses and/or the inability to service its debt obligations. If an investment cannot generate adequate cash flow to meet debt obligations, the Fund may suffer a partial or total loss of capital invested in such investment. In addition, the Fund may have to make exceptions to, modify or suspend, in whole or in part, the redemption programme of any sub-fund further to the occurrence of an event of default or similar event under a financing arrangement. Furthermore, the amount of leverage used to finance an investment may fluctuate over the life of an investment.

Reliance on Key Management Personnel.

The success of the Fund will depend, in large part, upon the skill and expertise of certain CVC professionals. In the event of the death, disability or departure of any key CVC professionals, the business and the performance of the Fund may be therefore adversely affected. Some CVC professionals may have other responsibilities, including senior management responsibilities, throughout CVC and, therefore, conflicts are expected to arise in the allocation of such personnel’s time (including as a result of such personnel deriving financial benefit from these other activities, including fees and performance-based compensation).

Valuations.

The valuation methodologies used to value certain of the Fund’s investment may change over time and have subjective elements. Valuations are subject to determinations, judgements, opinions, and will, in certain circumstances, not be accurate, and other third parties or investors may disagree with such valuations. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuation methodologies may permit reliance on a prior period valuation of particular Investments. Ultimate realisation of the value of an investment depends to a great extent on economic, market and other conditions beyond CVC’s control. Accordingly, the carrying value of an investment may not reflect the price at which such investment could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. There will be no retroactive adjustment in the valuation of such assets, the net asset value per share, the price that the Fund paid to redeem the shares, NAV-based fees, fees it paid, directly or indirectly, to CVC or amounts allocated to CVC to the extent such valuations prove to not accurately reflect the realisable value of the Fund’s investments or the value as set out in financial statements issued subsequent to such valuation. While CVC believes that the NAV calculation methodologies are consistent with standard industry practices, there are other methodologies available to calculate NAV of the Fund (and its constituent entities).

Investors Have No Management Rights.

Investors in the Fund will have no control over the Fund’s or any Fund’s day-to-day operations and investment decisions, and the investors of such Fund must rely on the Fund and/or, to the extent appropriate, CVC and its agents to conduct and manage the affairs of such Fund.

Currency and Exchange Rate Risk.

A substantial portion of the Fund’s assets may be denominated in a currency that differs from the functional currency of the Fund or an investor’s functional currency. Consequently, the return realised on any investment by such investor may be adversely affected by movements in currency exchange rates over the holding period of such investment and the life of the Fund generally, costs of conversion and exchange control regulations, in addition to the performance of the investment itself. The value of an investment may fall substantially as a result of fluctuations in the currency of the country in which the investment is made compared to the functional currency of the Fund and/or the investor’s functional currency. CVC may (but is not obliged to) endeavour to manage currency exposures in countries that do not use the functional currency of the Fund as their primary currency, using appropriate hedging techniques where available and appropriate, however there are not assurances that such hedging techniques will be utilised or, if used, will be successful and/or will benefit any investor. Additionally, costs related to currency hedging arrangements will be borne by the Fund. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis.

Conflicts of Interest; Allocation of Investment Opportunities.

The Fund is subject to certain conflicts of interest arising out of its relationships, including as a result of the fact that CVC provides investment management, advisory and sub-advisory services to the Fund as well as other funds, vehicles and separately managed accounts. There is no guarantee that the applicable policies and/or agreements can adequately address or mitigate these conflicts of interest, or that CVC will identify or resolve all conflicts of interest in a manner that is favorable to the Fund.

Warehoused Investments.

All decisions to make any investments in investments that have been warehoused by members of CVC and/or funds or accounts managed or advised by CVC and/or to make investments acquired with CVC seed capital will be in the discretion of CVC, and shareholders will not have an opportunity to evaluate or approve such investments or their terms. In addition, CVC will determine, in their discretion, when to transfer such warehoused investments, directly or indirectly, to a Fund and/or cause a Fund to use the capital contributed by the shareholders to, directly or indirectly, redeem such CVC seed investment, which will affect the amount that will be paid to CVC and/or funds or accounts managed or advised by CVC (as applicable) upon such transfer and/or redemption. Conflicts of interest will arise in connection with the foregoing transactions.

Performance Based Compensation.

The existence of the performance fees and management fees may create a potential incentive for the Fund to make more speculative investments or to time the purchase or sale of investments in a manner motivated by the personal interest of CVC executives than if such profit-based compensation did not exist, as the recipient (and the recipients of carried interest in respect of the relevant CVC fund) receive a disproportionate share of profits above the preferred return hurdle (if any) for the relevant CVC fund or co-investment. Furthermore, upon the liquidation of a CVC fund or a co-investment vehicle, the recipient (and the recipients of carried interest in respect of the relevant CVC fund) may receive carried interest with respect to a distribution in-kind of non-marketable securities. The amount of compensation will be dependent on the valuation of the non-marketable securities distributed, which, in relevant cases, will be determined by the manager, general partner and/or operator of the relevant CVC fund or co-investment vehicle (as applicable) and could incentivise such manager, general partner and/or operator (which may be the same as CVC) to value the securities higher than if there were no performance-based compensation.

Risk of Certain Events Related to CVC.

A bankruptcy, change of control, restructuring or other significant event relating to CVC could cause CVC and/or the Fund to have difficulty retaining personnel or may otherwise adversely affect CVC and/or the Fund and the Fund’s ability to achieve its investment objective.

Broad and Wide-Ranging Activities.

As a global alternative asset manager, CVC engages and is authorised to engage in a broad spectrum of activities, including financial advisory and/or management services, investment management, sponsoring and managing private and public investment funds, advising CLOs, separately managed accounts, co-investment vehicles, other private funds, and other activities, including the provision of broker-dealer services. In the ordinary course of its business, CVC engages in activities where its interests or the interests of its clients may conflict with the interests of the Fund and its Investors. CVC may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although may be intended to provide greater opportunities for CVC, may require CVC to share such opportunities or otherwise limit the amount of an opportunity CVC can otherwise take. Conflicts of interest that arise between the Fund, on the one hand, and any member of CVC, any existing or future affiliated fund or any other fund or account managed or advised by CVC, on the other hand, generally will be considered on a case-by-case basis by senior management of CVC and representatives of the Fund and CVC, who will in many circumstances be the same individuals. Any such discussions will take into consideration the interests of the relevant parties and the circumstances giving rise to the conflict. The board of managers of the Fund will have the power to resolve, or consent to the resolution of, conflicts of interest on behalf of, and such resolution will be binding on, the Fund. Investors should be aware that conflicts will not necessarily be resolved in favour of the Fund and the investors.

Participation in the Fund by CVC.

CVC may agree to one or more CVC Entities, and/or its current and/or former senior advisors, officers, directors and personnel or its affiliates, charitable programs, endowment funds and related entities established by or associated with any of the foregoing and/or any other persons related to CVC (each, a “CVC Related Person”), purchasing shares or units of the Fund or its relevant holding
entities or otherwise making amounts available for the benefit of the Fund (directly or indirectly),including (without limitation) for the purposes of: (i) providing a source of liquidity to the Fund, (ii) providing seed capital for prospective investments, and (iii) enabling such CVC Entities and/or CVC Related Persons to participate in respect of any matter in which shareholder or unitholder may cast votes. Such participation may be made on economic terms preferential to other shareholders or unitholders (and such other terms CVC
considers reasonable having regard to the circumstances). In addition, by virtue of the CVC Related Persons’ affiliation with CVC, such CVC Related Persons may have more information about the Fund and its investments than other shareholders or unitholders and will have access to information (including, but not limited to, valuation reports) in advance of communication to other shareholders or unitholders. As a result, such CVC Related Persons may be able to take actions on the basis of such information which, in the absence of such information, other shareholders or unitholders do not take. Such participation by one or more CVC Entity and/or CVC Related Persons or its/their affiliates, and their interests as investors in the Fund, may conflict with the interests of the Fund and its other investors (and may have the effect of diluting the shares of other investors).

Global Distributor.

The global distributor for the Fund is the alternative investment fund manager of the Fund. Any material adverse change to the ability of the global distributor to build and maintain a network of licensed securities broker-dealers, financial intermediaries and other agents could have a material adverse effect on the Fund’s business and the offering. If the global distributor is unable to build and maintain a sufficient network of participating broker-dealers and financial intermediaries to distribute shares in the offering, the Fund’s ability to raise proceeds through the offering and implement the Fund’s investment strategy may be adversely affected. In addition, the global distributor may in the future serve as dealer manager for other issuers. As a result, the global distributor may experience conflicts of interest in allocating its time between the offering and such other issuers, which could adversely affect the Fund’s ability to raise capital through the offering and implement the Fund’s investment strategy. Further, the participating broker-dealers and financial intermediaries retained by the global distributor may have numerous competing investment products, some with similar or identical investment strategies and areas of focus as the Fund’s which they may elect to emphasise to their retail clients. This may further adversely impact the ability of the Fund to raise capital and therefore its ability to implement the investment strategy of the Fund.

Costs.

The Issuing Document sets out information on costs that may be borne by the Fund. Any information on costs provided in this Website does not purport to be comprehensive.

CVC Fund Portfolio Company Relationships.

Companies in which CVC funds other than the Fund invest (each, an “Other Project Company”) can be expected to be counterparties or participants in agreements, transactions or other arrangements with investments. For example, a portfolio company may retain an
Other Project Company to provide goods or services to such portfolio company (or vice versa) or such Other Project Company may acquire an asset from such portfolio company (or vice versa). In addition, portfolio companies can, from time to time, be expected to enter into agreements, transactions and arrangements with parties that have, or employ individuals who have, a relationship with CVC or its personnel or with parties in which CVC or its personnel have made an investment. For example, circumstances could arise where a company that has invested in, or whose affiliate, subsidiary or pension plan has invested in, a CVC fund, or that provides services to CVC or its personnel, is engaged to provide services to a portfolio company in exchange for a fee or other form of compensation (or vice versa).

CVC or its personnel may receive fees, commissions, servicing payments, revenue shares, rebates, discounts and/or other benefits in connection with any such agreement, transaction or other arrangement (each, a “Benefit”). For example, CVC may encourage or direct
portfolio companies and Other Project Companies to participate in, or engage a specific vendor (which could itself be an Other Project Company, an investor in a CVC fund (or an affiliate thereof) or otherwise has a relationship with CVC or its personnel) as part of, a program or arrangement (such as a group procurement organisation) designed to help such companies obtain volume-based (or similar) discounts or other benefits in connection with goods and services they purchase from, through or with the assistance of such vendor, program or arrangement pursuant to which CVC is entitled to receive (including from the vendor) a Benefit. CVC may also participate in such programs and arrangements or engages the same vendor, and potentially realises better pricing or discounts as a result of the participation of, or the engagement of that vendor by portfolio companies. Under any such program or arrangement, one particular CVC Entity or Other Project Company could benefit to a greater extent than other participants in such program or arrangement (despite paying an amount no higher than that paid by such other participants) and, in the latter case, the CVC fund that is invested in such Other Project Company will receive a greater relative benefit from the program or arrangement than other CVC funds (including the Fund) that do not own an interest in such Other Project Company.

There can be no assurance that the terms of any such agreement, transaction or other arrangement, or the quality of any goods or services provided pursuant thereto, will be as favorable to the relevant portfolio company as those that would be offered by a comparable, alternative vendor that were engaged outside of such program or arrangement, or if the program or arrangement in place did not involve CVC or its personnel receiving a Benefit in connection therewith. Moreover, CVC could allocate the costs of any such program or arrangement among the CVC funds (including the Fund) that benefit from such program or arrangement (either directly or through their respective portfolio companies). Conflicts exist in the allocation of those costs and benefits of any such program or arrangement and investors are required to rely on CVC to handle such conflicts in its sole discretion.

Any Benefit provided to CVC or any Other Project Company pursuant to or in connection with any of the aforementioned agreements, transactions, programs or arrangements will not be subject to management fee offsets or otherwise shared with the Fund or its project companies and will not require approval from, or notice to, the investors. 

Please refer to the Issuing Document for further information with respect to these and other relevant risks of investing in the Fund.