The foregoing information is a summary of certain material terms of the applicable fund, account and/or strategy. Since it is only a summary, this document should not be the basis of an investment decision. An investment decision should be based on a thorough review and due diligence process, which should include, but not be limited to, a thorough review of all relevant term sheets and other offering and organizational documents as well as consultation with legal, tax and regulatory advisors. Any person making an investment must be able to bear the risks involved and must meet the relevant suitability requirements. Some or all alternative investment programs may not be suitable for certain investors. No assurance can be given that any fund, account or strategy will meet its investment objectives or avoid losses. Among the risks, which we wish to call to your attention, are the following:
Forward looking statements and position reporting: Unless otherwise indicated, the information in this document is NOT intended to contain or express exposure recommendations, guidelines or limits applicable to any fund, account or strategy discussed herein. The information in this document does not purport to present a complete picture of the financial position, activities, results, actions, or plans of any fund, account or strategy discussed herein. The information in this document does not disclose or contemplate the hedging or exit strategies of the relevant fund, account or strategy unless otherwise expressly noted. The information in this document is subject to change without notice. While investors should understand and consider risks associated with position concentrations when making an investment decision, this document is not intended to aid an investor in evaluating such risk. A discussion of some, but not all, of the risks associated with investing in a fund, account or strategy can be found in the relevant private placement memorandum, subscription agreement, investment management agreement and limited partnership agreement, or articles of association, as applicable (collectively, the “Governing Documents”). Should there be a conflict between the terms set forth in the Governing Documents and any other term(s) set forth in this document or in any other materials, the Governing Documents are controlling in all respects with respect to an investment in a fund or account. Therefore, the Governing Documents must be reviewed carefully before making an investment and periodically while an investment is maintained. Statements made in this document may include forward-looking statements. These statements, including those relating to future financial expectations, are made based upon certain assumptions regarding risks and uncertainties that if untrue could cause actual results to differ materially from those in the forward-looking statements.
Investment Risks: The funds or accounts discussed in this document utilize speculative investment strategies that accept varying degrees of risk, including substantial degrees of risk in some cases. The funds, accounts or strategies may be leveraged and may engage in other speculative investment practices that may increase the risk of investment loss. Past performance results achieved by the investment manager, Marathon Asset Management LP (“Marathon”), on behalf of any fund, account or strategy is not necessarily indicative of any future performance that may be achieved by Marathon on behalf of any fund, account or strategy. Any fund’s, account’s or strategy’s performance may be volatile and certain market and economic events having a positive impact on performance may not repeat themselves. The net asset value of any fund or account may go up as well as down. An investor could lose all or a substantial amount of his, her or its investment. Marathon has total trading authority over any fund or account unless otherwise expressly agreed, and the fund or account is dependent upon the services of Marathon. The investments of any fund, account or strategy may be concentrated and accordingly may lack diversification and, consequently, involve higher risk. The fund, account or strategy may have liquidity provisions and limitations that could restrict the ability of an investor to redeem their investment. There is no secondary market for investors’ interests in any fund or account and none is expected to develop. There are restrictions on transferring interests in any privately offered fund. The fund’s or account’s fees and expenses may offset the fund’s or account’s trading and investment profits. The fund or account may not be required to provide periodic pricing or valuation information to investors with respect to individual investments. The fund or account is not a registered investment company and is not subject to the same regulatory requirements as mutual funds. All or a portion of the trades executed for any fund, account or strategy may take place on foreign markets. The fund or account may pursue strategies other than those described herein, and such other strategies may result in losses that offset any gains generated by the strategies described herein. The fund or account is subject to conflicts of interest of Marathon and its affiliates. The Governing Documents of any fund or account set forth the terms of an investment in such fund or account and other material information, including risk factors, conflicts of interest, fees and expenses, and tax-related information. The Governing Documents must be reviewed prior to any determination to invest in any fund or account described herein. Investment decisions should be made solely in reliance on the Governing Documents of the relevant fund or account and investors should not rely upon any other information, representation or warranty of the fund or account, including without limitation any interviews, quotes, statements or comments of Marathon or any of its directors, officers, partners, members, employees, agents, legal representatives and controlling persons, including those made in a public forum or through any media outlet.
Performance Data: The following relates to performance information for Marathon Structured Product Strategies Fund (“MSPS I”), Marathon Secured Private Strategies Fund II (“MSPS II”) and Marathon Secured Private Strategies Fund III (“MSPS III”).
There is no guarantee that the fund will achieve its target returns or that an investment in the Fund will not result in losses. The target returns set forth herein are for illustrative and informational purposes only, and have been based on various assumptions made by the Manager in relation to the investment strategy being pursued by the Fund, including, for example, historical performance for similar investment strategies within the sector, the potential investment opportunities the Manager believes may be available to the Fund, the availability of financing, the anticipated capital structures that may be utilized for the investments, and the cost of financing. Target Net IRR and Net Multiple are hypothetical targets taking into account fund- level expenses, fees and carried interest. Specific additional factors that will impact investment performance include but are not limited to: entry pricing, hold period, and exit pricing. There is no guarantee that the assumptions upon which the target return is based will materialize. Risks, uncertainties, and changes beyond the control of the Manager (including changes in economic, operational, political or other circumstances) mean the actual performance of the Fund could differ materially from the target returns set forth herein. Industry experts may disagree with the assumptions used in presenting the target returns. No assurance, representation or warranty is made by any person that the target returns will be achieved, and undue reliance should not be put on them. Additional information about the assumptions used in determining the target returns and the factors that could cause actual results to differ materially from the target returns are available upon request. For a complete discussion of terms, including the management fee rate, please see the relevant offering documents which are controlling and must be reviewed in their entirety prior to making an investment. As of June 30, 2021. Net IRR is provided for the Fund as a whole and reflects actual cash flows to/from all investors since their inception and the latest net asset value, based on position valuations as of the applicable month-end. Net IRR Since Inception is presented net of actual management fees paid, expenses and incentive allocation (if any) over the applicable hurdle rate. Net IRRs may be impacted by a delay between timing of capital called and the closing of investment deals and recycling of proceeds from financings and realizations. Fund Net MOIC is defined as the ratio of the net asset value of investments remaining within the Fund as of the applicable date, plus the net value of distributions made in the Harvest Period of the Fund, relative to the net amount of capital paid into the fund during its Investment Period of the Fund. Returns may be unrealized, estimated and/or un-audited and reflect the reinvestment of dividends and other gains. Due to the format of data available for the time periods indicated, both gross and net returns may be difficult to calculate precisely. Accordingly, the calculations have been made based on a number of assumptions. Because of these limitations, the performance information should not be relied upon as a precise reporting of gross or net performance, but rather merely a general indication of past performance. The performance information presented herein may have been generated during a period of extraordinary market volatility or relative stability in the particular sector. Accordingly, the performance is not necessarily indicative of results that a fund, account or strategy may achieve in the future. In addition, the foregoing results may be based or shown on an annual basis, but results for individual months or quarters within each year may have been more favorable or less favorable than the results for the entire period, as the case may be. The value of unrealized investments has been determined in accordance with the valuation policies of the fund or account, but there can be no assurance that the value ultimately realized with respect to such investments will not vary materially from such estimates. Individual returns may vary due to, among other things, fund class, date of initial investment and status of investor under new issue rules. Capital statements, which are provided monthly by Citco Fund Services, will indicate each investor’s respective net asset value.
Categories and Classifications: Unless otherwise indicated, this document presents certain information of the funds, accounts or strategies in various categories and classifications that were determined by Marathon. The categories and classifications presented could be materially different from other third-party classification systems.
Opportunities: Investors should understand that economic conditions are changing constantly and portfolio composition is subject to change. No guarantee is made that any of the pipeline opportunities that may be presented in this document will materialize or that the funds, accounts or strategies will have the same types or diversity of investment opportunities in the future as they may have had in the past. Marathon seeks to capitalize on attractive opportunities wherever they might exist. Depending on conditions and trends in the capital markets and the economy, Marathon may pursue objectives or employ techniques it considers appropriate and in the best interest of the funds, accounts or strategies, which may differ from the objectives, techniques or investments presented in this document. Marathon is not limited with respect to the types of investment strategies it may employ or the markets or instruments in which it may invest, subject to the terms of the Governing Documents of any given fund or account.
Not Legal, Accounting or Regulatory Advice: This document is not intended to represent the rendering of accounting, tax, legal or regulatory advice. A change in the facts or circumstances of any transaction could materially affect the accounting, tax, legal or regulatory treatment for that transaction. The ultimate responsibility for the decision on the appropriate application of accounting, tax, legal and regulatory treatment rests with the investor and his, her or its accountants, tax and regulatory advisors. Potential investors should consult and must rely on their own professional tax, legal and regulatory advisors as to matters concerning the depicted fund, account or strategy and their investments in the fund, account or strategy. Prospective investors should inform themselves as to: (1) the legal requirements within their own jurisdictions for the purchase, holding or disposal of securities or other assets; (2) applicable foreign exchange restrictions; and (3) any income and other taxes which may apply to their purchase, holding and disposal of securities or other assets or payments in respect of the securities of any depicted fund, account or strategy.
Not an Offer and Confidential: This document is provided for your internal use only. The information contained herein is proprietary and confidential to Marathon and may not be disclosed to third parties or duplicated or used for any purpose other than the purpose for which it has been provided. Any unauthorized use, duplication or disclosure of this document is prohibited. Although the information provided on the preceding pages has been obtained from sources which Marathon believes to be reliable, Marathon does not guarantee its accuracy, and such information may be incomplete or condensed. All information is presented only as of the indicated date, and Marathon does not undertake an obligation to update any information provided as of any date after the indicated date. This document is for information purposes only and is not intended as an offer or solicitation with respect to the purchase or sale of any security or of any interest in any fund Marathon or its affiliates manage or offer. Since Marathon furnishes all information as part of a general information service and without regard to your particular circumstances, Marathon shall not be liable for any damages arising out of any inaccuracy in the information in this document, subject to applicable law.
The representative in Switzerland is ARM Swiss Representatives SA, Route de Cité-Ouest 2, 1196 Gland, Switzerland. The paying agent in Switzerland is Banque Cantonale de Genève, 17, quai de l’Ile, 1204 Geneva, Switzerland. The Prospectus, Supplements, the Articles of Association and the annual report can be obtained free of charge from the representative in Switzerland. The place of performance and jurisdiction is the registered office of the representative in Switzerland with regards to the Shares distributed in and from Switzerland.
These materials are not intended to constitute investment advice or a recommendation within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or the Department of Labor regulations at 29 CFR 2510.3-21. If you are, or are using any assets of, or are acting on behalf of, an employee benefit plan subject to ERISA or a plan or account subject to Section 4975 of the Code (including, without limitation, an individual retirement account) (any of such entities, a “Plan”), you will be required prior to any new or additional investment in one of our funds or accounts to represent and warrant that: (i) the person or entity making the investment decision on behalf of the such Plan (the “Plan Fiduciary”) is independent of us and constitutes an independent fiduciary with financial expertise within the meaning of 29 CFR 2510.3-21; (ii) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with regard to particular transactions and strategies; (iii) the Plan Fiduciary is a fiduciary under ERISA, the Code, and 29 CFR 2510.3- 21with respect to the investment in such fund or account and is responsible for exercising independent judgment in evaluating such transaction; and
(iv) no fee or other compensation is being paid directly to us or to any of our affiliates in connection with such transaction. The Plan Fiduciary also will be required to acknowledge that we are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the investment in any such fund or account, and that we have financial interests in the operation of such funds and accounts, which will be described in constituent documents of the funds and accounts.