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Provin

 
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Investors should note that the value of their investment in the fund and any income derived from them is subject to substantial volatility and risk. The value of the fund’s shares may decline substantially. Only investors who are prepared for a significant or complete loss of their investment should proceed with an investment in the Company.

As there are significant risks associated with investment in Provin’s fund(s) an investment may not be suitable for all investors and is intended for sophisticated investors who can accept the risks associated with such an investment including a substantial or complete loss of their investment. Each prospective investor should carefully consider these risks before investing in the fund. Investors should take into account the following factors when considering the risks associated with investment in the Company. For a complete outline of other risk factors associated with an investment every investor should read the Confidential Offering Memorandum. 

       
 

Investment And Trading Risks
All securities, commodities, derivatives and other investments risk the loss of capital. The Investment Manager believes that the investment program and research techniques will moderate this risk through a careful selection of securities, commodities, and through skillful hedging or arbitrage techniques. However, no guarantee or representation is made Provin’s investment program will be successful. The investment programs may utilize such investment techniques as trading options and derivatives, margin transactions, short sales and forward contracts. The use of these techniques and instruments can increase the adverse impact to which the fund may be subject to.
 
Economic Conditions
The success of any investment activity is affected by general economic conditions that affect the level and volatility of prices as well as the liquidity of the markets. The prices of many securities and derivative instruments are highly volatile. The Company's investment's are influenced by, among other things, interest rates, changing supply and demand relationships, the trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events. Governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and interest rates, disrupting strategies focusing on these sectors. Unexpected changes (in either direction) in the volatility or liquidity of the markets in which the Company invests could cause significant losses.
 
Lack of Operating History 
The fund has limited operating history and while PROVIN believes that its techniques and track record will allow to perform successfully under any market conditions, unforseen market circumstances may adversely affect the fund's performance.
 
Limited Liquidity
An investment in the Company is illiquid for several factors and bears significant risks for investors. Redemptions of Shares are subject to certain limitations. In addition, Shares are not transferable without the consent of the Company’s Board of Directors.   It is also possible that an exchange may suspend trading in a particular contract or security, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. Consequently, investors may not be able to redeem Shares at an opportune time and an investment in the fund should be considered only by persons and entities aware of the specific risk factors associated with the limited liquidity in the fund’s shares.
 
Substantial Redemptions
In the event that there are substantial redemptions it may be more difficult for the Company to generate returns, as it will be operating on a smaller asset base. If there are substantial redemptions within a limited period of time, it may be difficult for the Company to provide sufficient funds to meet such redemptions without liquidating or causing the liquidation of positions prematurely, at an inappropriate time or on unfavorable terms.
 
Restrictions on Transfer
Investors should be fully aware of the restrictions on transfer of their Shares in the Company. The Shares are not registered under the securities laws of any jurisdiction and there will be no ready market for them. The Shares are not readily transferable and a transfer of Shares may not be registered where it is to a person of whom the Directors do not approve or where it may lead to contravention of any applicable laws.   
 
Certain Risks With Respect To Incentive Fee
 The Investment Manager receives compensation based on unrealized appreciation as well as realized appreciation in fund’s Net Asset Value. Such incentive fee compensation may be an incentive for the Investment Manager that are riskier or more speculative than would be the case absent an incentive fee. Also, the fees charged by the Investment Manager may be higher than those charged by others offering similar services.

 

Commodity Interests
The prices of commodities contracts and all derivatives instruments, including futures and options, held by the fund may are highly volatile and expose an investment into the fund to risk. 
 
Securities Trading
Trading in securities may involve substantial risks and may be subject to wide and sudden fluctuations in market value with resulting fluctuations in the amount of profits and losses.   Securities trading may be illiquid. It is not always possible to execute a buy or sell order at the desired price or to close out an open position due to illiquid market conditions. Such illiquid circumstances can be caused by intrinsic market conditions, the interrelationship between the securities and commodities markets, or extrinsic factors like the imposition of daily price fluctuation limits. At various times, the markets for securities purchased or sold  may be “thin” or illiquid, making the purchase or sale of securities at desired prices or in desired quantities difficult or impossible. 
 
Short Sales 
A short sale involves the sale of a security that the Company does not own in the expectation of purchasing the same security at a later date at a lower price. To make delivery to the buyer, the the Company must borrow the security and later purchase the security to return to the lender. A short sale involves a risk of a theoretically unlimited increase in the market price of the security.   If short sales are effected on other exchanges, such transactions will be governed by local law. A short sale involves the risk of a theoretically unlimited increase in the market price of the security that would result in a theoretically unlimited loss.
 
Leverage, Interest Rates and Margin 
The Company may borrow funds from brokerage firms and banks in order to increase the amount of capital available for investment. Consequently, the level of interest rates at which such borrowing can be made may adversely affect the operating results of the Company. In addition, the Company may borrow funds through entry into repurchase agreements and may "leverage" its investment return with options, commodity futures contracts, swaps, forwards and other derivative instruments. The Company’s portfolio may be required to deposit margin in connection with its trading and investment activities. This results in certain additional risks to the Company.  For example, should the cash or securities pledged to secure the Company’s portfolio decline in value, the Company could be subject to a “margin call”, pursuant to which the Company must either deposit additional funds or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of the portfolio, the Company might not be able to liquidate assets quickly enough to payoff its margin debts. In addition, leveraged investment increases the loss to investors of any depreciation in value of investments. In the futures markets, margin deposits are typically low. Low margin deposits mean that a relatively small price movement in a futures contract may result in immediate and substantial losses. For example, if at the time of purchase 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the futures contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deduction for the brokerage commission.
 
 
Trading On Non-U.S. Exchanges And Markets
The Company may allocate a portion of its portfolio equity and commodity markets traded on exchanges and markets where regulations that are common in more regulated jurisdictions do not apply. The Company’s positions may be at greater risk in these markets because the regulatory framework within which non-U.S. exchanges and markets operate may be less stringent than their U.S. counterparts in areas such as minimum financial requirements, size of margin levels, the extent to which segregation of customer funds is required, the types of rules governing trading, and the extent of monitoring to ensure compliance with rules.

   
 

The foregoing risk factors do not purport to be a complete explanation of all of the risks involved with an investment in the, or this offering. Potential investors should read this memorandum in its entirety before determining whether to subscribe for shares. An investment in the company is spreculative and involves a high degree of risk.
Because the advisor's strategies are proprietary and confidential, only the most general description of the risks involved in the opration of the company is possible, and such description may not fully convey all risks associated with all leveraged strategies implemented by advisors. The investment manager's policy of diversification among both advisors and strategy types may not be succesful in controlling the risk of these strategies considered individually.