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Pharo Management, Inc.: investment adviser
Pharo Management, Inc. is an investment adviser registered with the SEC (file 801-73145, CRD 141216). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $14.6B
- Discretionary
- 100%
- Accounts
- 6
- Employees
- 48
- In advisory roles
- 14
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 6 | $14.6B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Pharo Management, L.P. | Company (U.S.) | Parent company | E 75% or more | Apr 2019 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Pharo GP LLC | Pharo | Company (U.S.) | F General partner, trustee or managing member | Yes | |
| Guillaume Henri Fonkenell | Pharo | Person | E 75% or more | Yes | |
| Guillaume Henri Fonkenell | Pharo GP LLC | Person | E 75% or more | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Pharo Management, Inc. Brochure March 31, 2026, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Pharo Management was incorporated on February 25, 2019, in the State of Delaware and is based in New York City. It is the successor to Pharo Management LLC, a Delaware limited liability company formed by Guillaume Fonkenell in 2000. Pharo Management serves as an investment adviser to Pharo Macro Fund, Ltd., Pharo Trading Fund, Ltd., Pharo Africa Fund, Ltd., Pharo Gaia Fund, Ltd., Pharo Allocation Fund, Ltd., and Pharo Opportunities Fund SPC (collectively, the “Pharo Hedge Funds”). Pharo Management LLC registered with the SEC as an investment adviser on February 10, 2012, and with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator (“CPO”) on January 1, 2013.
Read the rest of Item 4 (851 more words)
As part of a restructuring of the Pharo group in 2019, Pharo Management LLC converted to a limited partnership under Delaware law, changed its name to Pharo Management, L.P., and contributed its assets, liabilities and business to Pharo Management in exchange for all the issued stock of Pharo Management, making Pharo Management, L.P. the sole owner of Pharo Management. The general partner of Pharo Management, L.P. is Pharo GP LLC, a Delaware limited liability company owned and controlled by Guillaume Fonkenell. Mr. Fonkenell also is the Chief Investment Officer and Chairman of the Board of Directors of Pharo Management. Pharo Management is registered with the SEC as an investment adviser, having succeeded to the registration of Pharo Management LLC. On March 14, 2019, Pharo Management registered as a CPO with the CFTC. It is a member in good standing of the National Futures Association (“NFA”). Pharo Management, L.P. (formerly Pharo Management LLC) is no longer registered as an investment adviser or CPO. Pharo Global Advisors Limited (“PGAL”), a Jersey, Channel Islands corporation formed in 2004, served as the Investment Manager of the Pharo Hedge Funds until August 11, 2019. On August 12, 2019, Pharo Management was substituted for PGAL as Investment Manager and assumed the responsibilities and obligations of PGAL under the Investment Management Agreements PGAL had with the Pharo Hedge Funds. PGAL was registered with the Jersey Financial Services Commission, but de-registered on September 23, 2019, when it ceased performing the functions that require JFSC registration. In 2005, Guillaume moved to London and established Pharo Management (UK) LLP (“Pharo UK”), where he serves as a Member. Pharo UK serves as an investment advisor to the Pharo Hedge Funds and is authorized by the UK Financial Conduct Authority. Pharo Management (HK) Limited (“Pharo HK”), located in Hong Kong, was established in 2010 and also serves as an investment advisor to the Pharo Hedge Funds. Pharo HK is registered with the Hong Kong Securities and Futures Commission.
Pharo Manarah Limited (“Pharo AD”), located in Abu Dhabi, United Arab Emirates, was established in 2025 and also serves as an investment advisor to the Pharo Hedge Funds. Pharo AD is registered with the ADGM Financial Services Regulatory Authority. Pharo UK, Pharo HK, and Pharo AD are affiliates of Pharo Management and are collectively hereinafter referred to as the “Affiliated Investment Advisors”. Pharo UK, Pharo HK, and Pharo AD each provide discretionary investment advisory services to the Pharo Hedge Funds pursuant to sub-advisory agreements with Pharo Management. Pharo Management is the Investment Manager of the Pharo Hedge Funds, each of which is a Cayman Islands exempted company registered with the Cayman Islands Monetary Authority pursuant to the Cayman Islands Mutual Funds Act. Pharo Management also is the Manager of Pharo Allocation Fund, Ltd., a Cayman Islands exempted company registered with the Cayman Islands Monetary Authority pursuant to the Cayman Islands Mutual Funds Act. The sole purpose of Pharo Allocation Fund, Ltd. is to facilitate the allocation of investor capital across the Pharo Hedge Funds. Pharo Management trades primarily in emerging markets across a broad range of global assets. Pharo Management is not restricted in its activities and has authority to trade in any market or situation it believes advantageous to the Pharo Hedge Funds, including investing in developed markets across the same range of asset classes. Pharo Management advises fourof the Pharo Hedge Funds but can advise one or all of the Pharo Hedge Funds at any given time pursuant to its Investment Management Agreements with the Pharo Hedge Funds and the capital allocations in effect at such time. Pharo Management may in the future advise other Pharo private funds as well as funds managed by unaffiliated investment managers. Pharo Management provides discretionary advisory services pursuant to the investment objectives and strategies of the Pharo Hedge Funds disclosed in their respective Information Memorandums. We tailor our advice to the investment objectives of the Pharo Hedge Funds we advise. As of December 31, 2025, Pharo Management advised on a discretionary basis $1,794,000,000 of client assets. This amount represents the internal capital allocation made to Pharo Management from the assets of the Pharo Hedge Funds and differs from the regulatory assets under management (RAUM) disclosed in Item 5.F of Form ADV Part 1A. Item 5.F of Form ADV Part 1A discloses RAUM of $14,616,287,000, which represents the aggregate RAUM of all the Pharo Hedge Funds, not just the portion of those assets allocated to and managed by Pharo Management. Pharo Management does not manage client assets on a nondiscretionary basis. The Pharo Macro Fund, Ltd. invests a portion of its NAV in the
Pharo Africa Fund, Ltd., which increases the Pharo Africa Fund’s NAV by the size of the Pharo Macro Fund’s investment. Pharo Management does not double count the amount of this investment in the Firm’s RAUM calculation. It is possible that the sum of the capital allocations to Pharo Management’s Portfolio Managers (PMs), together with the capital allocations to the PMs of Pharo UK, Pharo HK, and Pharo AD, may be higher or lower than the aggregate net asset values of the Pharo Hedge Funds.
Item 5. Fees and compensation
Pharo Management does not have a standardized fee schedule for its discretionary investment management services. Pursuant to its Investment Management Agreements with the Pharo Hedge Funds, Pharo Management generally receives a monthly management fee equal to one-twelfth of two percent of the net asset value of the shares of each fund (2% per annum) and an annual performance fee equal to 20% of the increase, if any, in the value of each class of shares of each fund during each performance period, subject to a high-water mark. Pharo Management charges a lower management fee and higher performance fee on certain share classes of certain Pharo Hedge Funds. Such fees are disclosed in the Information Memorandums of the applicable Pharo Hedge Funds.
Read the rest of Item 5 (875 more words)
Management fees are charged by Pharo Management monthly in arrears and performance fees are charged annually (although certain funds have a longer performance fee cycle for certain share classes) in arrears and upon an intra-year redemption of shares. Pharo Management’s performance-based fees are calculated taking into account both realized and unrealized gains and are based on the overall performance of each Pharo Hedge Fund, which is not dependent entirely on the performance of Pharo Management. The management fees and performance fees paid by each Pharo Hedge Fund are set forth in the Information Memorandum of the Pharo Hedge Fund. The Administrator of the Pharo Hedge Funds calculates the management fees and performance fees owed to Pharo Management, which are then reviewed and approved by Pharo Management. The fees are then paid by the Administrator to Pharo Management from the assets of the Pharo Hedge Funds. Pharo Management pays the Affiliated Investment Advisors a portion of the management fees and performance fees based upon the terms of its sub-advisory agreements with Pharo UK, Pharo HK, and Pharo AD. Pharo Management does not accept compensation for the sale of securities or other investment products, including asset-based sales charges. The Pharo Hedge Funds pay or reimburse Pharo Management for all of their normal recurring operating expenses, including, without limitation: the cost of maintaining the fund’s corporate existence and registered office; Directors’ fees; the cost of attendance by the Directors at meetings of the Board of Directors;
brokerage commissions and all other investment-related expenses, including fees and expenses incurred in connection with investigating potential investments or seeking to maximize returns on existing investments; custodian safekeeping fees monthly in arrears based on assets in custody and transaction fees charged per transaction, in each case based on the custodian’s standard schedule of fees charged for similar services and subject to a monthly minimum; fees charged by prime brokers, FCMs, exchanges and clearing houses related to trading and settling and clearing transactions on behalf of the Pharo Hedge Funds; costs associated with failed trades that did not result from Pharo Management’s willful misfeasance, bad faith or gross negligence; insurance premiums (including cyber security insurance premiums, prorated in the case of policies having more than one insured party); interest expense on borrowings and commitment fees and related expenses payable to lenders; taxes imposed on the Pharo Hedge Funds; fees and expenses for research (to the extent described in each Pharo Hedge Fund’s Information Memorandum) and data, including the cost of Bloomberg terminals used by investment personnel; consulting, statistical and risk reporting services; fees of valuation agents engaged by Pharo Management; the cost of business and research-related travel related to the Pharo Hedge Funds; audit and legal fees; the Administrator’s fees and expenses; registrar and transfer agent’s fees and expenses; accounting fees; tax advisory and preparation fees, and other similar expenses; and all extraordinary or non-recurring expenses, including litigation expenses. In addition, Pharo Management may charge the Pharo Hedge Funds a pro rata portion of the cost of preparing and filing Form PF and Form CPOPQR and other regulatory filings relating to the Pharo Hedge Funds. See Item 12Brokerage Practices for additional information. When more than one Pharo Hedge Fund incurs a shared expense, Pharo Management or an Affiliated Investment Advisor allocates such shared expense among the applicable Pharo Hedge Funds (i) in proportion to the net asset value of each applicable Pharo Hedge Fund; (ii) in proportion to the size of the investment made by each Pharo Hedge Fund to which the expense relates; (iii) based on the Investment Manager’s or the Affiliated Investment Advisors’ assessment of the relative benefit derived by each Pharo Hedge Fund from the product or service giving rise to the expense; or (iv) in such other manner as the Investment Manager or the Affiliated Investment Advisors consider fair and reasonable. At any time, the Investment Manager or the Affiliated Investment Advisors may elect to bear certain Pharo Hedge Fund expenses but have no obligation to do so. When a particular product or service has a mixed-use such that only a portion of its cost is properly treated as a Pharo Hedge Fund expense, the Investment Manager or the Affiliated Investment Advisor makes a good faith effort to reasonably allocate the costs of such product or service according to its use and only allocates to each applicable Pharo Hedge Fund the portion of such costs that constitutes allowable expenses for such Pharo Hedge Fund. The portion of the cost that is not an allowable Pharo Hedge Fund expense is paid for by the Investment Manager or the Affiliated Investment Advisors. In allocating the costs
of a mixed-use product or service, the Investment Manager and the Affiliated Investment Advisors have an incentive to allocate as much of the costs as possible to the Pharo Hedge Funds to minimize the amount that the Investment Manager or the Affiliated Investment Advisors must pay directly. To address this conflict of interest, the Investment Manager and the Affiliated Investment Advisors maintain documentation of their methodology for allocating the costs of mixed-use products and services between those that are allowable and non-allowable expenses of the Pharo Hedge Funds. Such documentation is reviewed periodically by the Chief Compliance Officer to determine that the allocations were reasonable.
Item 6. Performance-based fees and side-by-side management
Management See performance-based fee description in Item 5- Fees and Compensation above. Performance based compensation received by Pharo Management will be in conformity with Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The receipt by Pharo Management of a portion of the performance fees paid by the Pharo Hedge Funds creates an incentive for Pharo Management to take greater risk to increase profits and hence its fees. Such fee arrangements also create an incentive for Pharo Management to favor one Pharo Hedge Fund over another in the allocation of investment opportunities (e.g., if one Pharo Hedge Fund is under its high water mark when other Pharo Hedge Funds are not).
Read the rest of Item 6 (72 more words)
In addition, since the value assigned to a portfolio security affects the performance fees received by Pharo Management, any involvement by Pharo Management or the Affiliated Investment Advisors in the valuation process creates a potential conflict of interest. Pharo Management has adopted and implemented procedures reasonably designed to ensure that all Pharo Hedge Funds are treated fairly and equitably and to prevent any potential conflict from influencing the allocation of investment opportunities.
Item 7. Types of clients
Pharo Management advises the Pharo Hedge Funds pursuant to its Investment Management Agreements. Pharo Management reserves the right to advise other funds, including funds managed by an unaffiliated investment manager. Each of the Pharo Hedge Funds is registered pursuant to Section 4(3) of the Cayman Islands Mutual Funds Act, is a private fund as defined under the Advisers Act, and is not an investment company within the meaning of the Investment Company Act of 1940 in reliance on Section 3(c)(7) of such Act.
Item 8. Methods of analysis, investment strategies and risk of loss
Risk of Loss Investment Strategies Pharo Management seeks to generate attractive risk-adjusted returns over a market cycle (typically three to five years) by trading primarily in emerging markets across a range of asset classes, including but not limited to foreign exchange, credit, interest rates, commodities and equities. PMs invest across the emerging market universe (e.g., Latin America, Asia, Central and Eastern Europe, Middle East and Africa) as well as the developed markets (e.g., North America, Japan, Western Europe and Australia). We rely on our experience in trading emerging markets across the economic cycle and in numerous stressed market environments. Pharo Management considers trading of market risk factors to be an important feature of the risk management process.
Read the rest of Item 8 (7,806 more words)
We seek to anticipate the cash flows required by the Pharo Hedge Funds and closely manage the liquidity of the Pharo Hedge Funds’ positions to that end. Pharo Management, Pharo UK, Pharo HK, and Pharo AD may invest using a computer-driven algorithmic trading system. There can be no assurances that a Pharo Hedge Fund will achieve its investment objective or that the strategies pursued and methods utilized by Pharo Management will be successful under all or any market conditions. Instruments Investments are made in deliverable and non-deliverable currencies and forwards, bonds, listed and over-the-counter futures and options, credit (primarily sovereign, but also, quasi-sovereign and corporate), rates, swaps (including interest rate, cross currency, and total return swaps), caps, collars, floors, volatility, credit derivatives (including single name credit default swaps, credit default swaps referencing a standardized basket of credit entities, credit default swap indices and indices referencing leveraged loans), equities and equity indices, exchange traded funds (ETFs) that track the weighted average performance of a basket of underlying debt or equity securities or portfolios of leveraged loans, forward rate agreements, credit linked notes and other structured products and derivative instruments on a global basis. There are no restrictions on the types of trading activities Pharo Management is permitted to undertake. We can invest in any situation if we believe the profit opportunity is commensurate with the apparent risk presented by the investment. These investments may include privately issued sovereign and corporate debt securities, distressed credit and defaulted sovereign bonds. We make all types of investments, including selling short currencies and securities and
other investments in the Pharo Hedge Funds’ investment universe, buying and selling call and put options, and other types of investments presenting in our view favorable risk/reward characteristics. We utilize margin, debt and other sources of leverage to make certain investments, including short sales. In addition, options trading includes options that are not traded on a securities exchange and options that are listed on registered options exchanges in the United States and elsewhere. One of the purposes of this type of trading activity is to attempt to reduce portfolio exposure to risks arising from price fluctuations in short and long positions. We also engage in options transactions in order to capture the potential for gain in the underlying currencies and securities. Methods of Analysis The investment process relies on rigorous analysis of the macroeconomic drivers of the various asset classes that we trade. This fundamental analysis is combined with an equally rigorous focus on market technicals, e.g., market positioning, flows, momentum, correlation, volatility, and acute attention to liquidity at the trade and position level. Capital is allocated to PMs based on their level of experience and track record. Pharo Management’s PMs operate in an open environment with PMs of the Affiliated Investment Advisors, which facilitates a continuous exchange of economic views, investment ideas and trades. The objective of this investment model is to create a team approach to generating ideas and trades, with all the attendant benefits of a multiplicity of views yet retaining the dynamics and accountability of a single decision maker. Most of the PMs, managing the majority of the capital, are generalists in terms of markets and asset classes and can thus trade where they see opportunities as opposed to a more specialist model where a PM is compelled to keep capital employed in a market or asset class even though prospective returns and/or risk are not attractive at the time. Some PMs spend a significant amount of time on fundamental valuation based on macro drivers (e.g., growth, inflation, fiscal dynamics, balance of payments, domestic politics, etc.) and idiosyncratic factors at the security or instrument level (e.g., issuer cash flow dynamics, real effective exchange rate estimates, inter- and intra-market yield curve analysis, volatility skew and term structure, etc.). Others tend to focus more on market technicals, such as positioning by other market participants, asset class and market specific flows, time series analysis, etc. Holding periods for these PMs tend to be significantly shorter than the more fundamentally oriented PMs. All PMs pay attention to both fundamental and technical factors. Investment research is the responsibility of the PMs. They are supported by in-house economists and research analysts in credit, macroeconomics and risk. Analysts focus their research on specific market opportunities. Pharo Management receives a large supply of research from external sources, including a wide variety of trading counterparties.
PMs typically rely on their own primary research and internal discussions for underlying investment decisions but will often look for external sources to corroborate or make them question internal assumptions, analyses and conclusions. Technical surveys are also monitored to inform the PMs of market positioning. Pharo Management is committed to increasing the number and generational diversity of its PMs. To achieve that goal, Pharo Management, Pharo UK, Pharo HK, and Pharo AD may recruit experienced, well-established PMs with successful track records as well as PMs with less experience and candidates with no previous discretionary investment experience that show potential to develop into successful PMs. Pharo Management is also grooming its next generation of PMs internally from the ranks of its economists, research analysts and execution traders who have not previously managed capital on a discretionary basis but have a deep knowledge of Pharo Management’s investment philosophy. All PM trainees, whether recruited laterally or from within, start with a small allocation of fund capital and operate under stricter risk controls. Pharo Management believes that identifying portfolio management talent early and developing it under our oversight complements our lateral recruitment process for experienced PMs and will enhance performance in the long term; however, in the short term, allocating even small amounts of fund capital to PM trainees with no investment management experience is riskier than allocating that capital to more experienced PMs. The success ratio for trainees will be lower than PMs with years of experience. Certain Risk Factors Investing in the instruments described above involves risk and the possibility for the loss of principal. What follows is a summary of the material risks involved with the investment strategies and financial instruments used by Pharo Management. For a more comprehensive description of the risks associated with an investment in one of the Pharo Hedge Funds, including certain non-investment related risks, investors should carefully review the Risk Factors section of the Information Memorandum of the relevant Pharo Hedge Fund, copies of which are available upon request. There can be no assurance that Pharo Management’s investment strategy will be successful or that the Pharo Hedge Funds will not suffer losses. An investment in the Pharo Hedge Funds should not be made by any person who cannot afford a total loss of their principal. Emerging markets are subject to a wide array of domestic as well as global risk factors. Overall Investment Risk. All investments in currencies, securities and commodity interests risk the loss of capital. The nature of the currencies, securities and commodity interests purchased and traded by the Pharo Hedge Funds and the investment techniques and strategies employed by Pharo Management increase this risk. While we will use our best efforts in the management of the
Pharo Hedge Fund portfolios, there can be no assurance that the Pharo Hedge Funds will not incur losses. Many unforeseeable events, including actions by various government agencies, and domestic and international economic and political developments, will cause sharp market fluctuations which could adversely affect the portfolio and performance of a Pharo Hedge Fund. Transactions in Currencies, Securities and Commodity Interests. There is no assurance that Pharo Management will correctly evaluate the nature and magnitude of the various factors that could affect the prospects of the currencies, securities and commodity interests purchased or sold short. The Pharo Hedge Funds may lose their entire investment or be required to accept cash or other consideration with a value less than their original investment. Highly Volatile Markets. The movement of currencies and the prices of financial instruments in which Pharo Management invests can be highly volatile and be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The effect of such factors on exchange rates, interest rates, the prices of securities and commodity interests in general, or a particular security or commodity interest, is difficult to predict. In addition, there is unpredictability to the change in general economic conditions, which affect the profitability of the investment strategy. Global Economic and Market Conditions. The success of the Pharo Hedge Funds’ activities also may be affected by global economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, climate change, local epidemics and global pandemics, and national and international political circumstances (including wars, terrorist acts or security operations), and changes in laws. These factors may affect the level and volatility of securities prices and the liquidity of the Pharo Hedge Funds’ investments. Unexpected volatility or illiquidity could impair the Pharo Hedge Funds’ profitability or result in losses. Emerging Markets Risk Generally. Investment in emerging markets subjects the Fund to a greater risk of loss than investments in developed markets. This is due to, among other things, greater market volatility, lower trading volume, different accounting and auditing standards, less securities regulation, higher transaction and custodial costs, political, economic and social instability, high levels of inflation, deflation or currency devaluation, possible exchange controls, greater risk of market shut down, and more governmental limitations on foreign investment than those typically found in a developed market. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility in the Pharo Hedge Funds’ investments, which may be magnified by currency fluctuations. Settlement practices for transactions in these markets also may differ from those in U.S. and other developed markets. Such differences include delays beyond periods customary in the U.S. and Europe
and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement.” Failed settlements can result in losses to the Pharo Hedge Funds. For these and other reasons, investments in emerging markets are often considered speculative. Emerging Market Currencies and Securities. We will invest in foreign currencies and foreign currency-related products of emerging market countries, securities of issuers located within such countries and in other financial instruments denominated in various currencies. These types of investments entail risks in addition to those involved in investments in securities of issuers from developed countries due to exchange rate fluctuations, possible exchange controls, less publicly available information, different accounting and auditing standards, more volatile markets, less securities regulation, less favorable tax provisions (including possible withholding taxes), political and social upheaval, war or expropriation. Securities of emerging market issuers also may be less liquid and more volatile than U.S. securities and may involve higher transaction and custodial costs Currency and Exchange Rate Risks. One of Pharo Management’s principal strategies involves investing in and selling short currencies of emerging market countries. Accordingly, a substantial portion of the income generated by our investments will be denominated in currencies other than the U.S. dollar, euro, Swiss franc, British pound sterling, Japanese yen or Chinese renminbi, which are the currencies in which the various share classes of the Pharo Hedge Funds are denominated. The Pharo Hedge Funds convert such foreign currency income to US dollars and hedge, as Pharo Management deems necessary, the currency risk to the currencies of the Pharo Hedge Fund share classes. We also invest in securities denominated or quoted in currencies other than the U.S. dollar, euro, Swiss franc, British pound sterling, Japanese yen or Chinese renminbi. Changes in currency exchange rates will affect the value of our portfolio. Further, the Pharo Hedge Funds incur costs in connection with conversions between various currencies. Shareholders in the Pharo Hedge Funds will remain subject to substantial exchange-rate risk and to the extent that such risk is hedged will be subject to material hedging costs. Our exposure to direct and indirect investments in currencies other than the U.S. dollar, euro, Swiss franc, British pound sterling, Japanese yen or Chinese renminbi will be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate among such currencies. Pharo Management will enter into futures and forward contracts and options on currencies in U.S. and non U.S. markets, for both investment and hedging purposes. With regard to the latter, there is no certainty that instruments suitable for hedging currency shifts will be available at the time Pharo Management wishes to use them. Special Risks of Non-U.S. Investments. Political, legal, tax or economic developments in non-U.S. markets in which the Pharo Hedge Funds invest could
adversely affect the non-U.S. investments made by the Pharo Hedge Funds. In addition, non-U.S. investments by the Pharo Hedge Funds will be subject to the risks of adverse market conditions due to changes in national or local economic conditions, changes in interest rates and changing governmental rules and policies. Sovereign Debt and Risks of Government Intervention. Pharo Management invests in sovereign debt the prices of which are subject to certain risks arising from government regulation of or intervention in the markets, through regulation of the local market, restrictions on foreign investments or limits on inflows of investment funds. Such regulation or intervention could adversely affect the performance of such investments. Pharo Management deals in investments issued or guaranteed by sovereign governmental entities that present the risk of loss in the event of a default by a government or governmental entity. Financial Market Dislocation. The upheaval in global financial markets as a result of events including Russia’s military invasion of Ukraine and the resulting sanctions, the war in the Middle East, and the imposition or threats of tariffs, has created, and may continue to create, uncertainty and instability for all market participants. The wars have already affected oil and gas and other commodity prices, disrupted supply chains, and led to significant volatility in the financial markets. The market disruption caused by the wars have impacted many sectors of the global economy and may negatively affect the performance of the Pharo Hedge Funds. The full impact of market, legal, regulatory, reputational, and other unforeseen risks affecting markets and market participants cannot be predicted and could adversely affect the business of the Pharo Hedge Funds, restrict their ability to acquire, sell, or liquidate investments at favorable times and/or prices, restrict their investment and trading activities, and impede their ability to achieve their investment objectives. Ukraine Risk. Certain Pharo Hedge Funds hold U.S. dollar denominated bonds issued by the government of Ukraine and may in the future invest in bonds issued by the government of Ukraine denominated in local currency. Investments in and exposed to Ukraine are subject to political, economic, legal, market and currency risks. Sanctions. Pharo Management invests in debt securities issued by other governments or state- owned entities that are or may become subject to sanctions imposed by the U.S., the EU, other countries and governmental organizations the effect of which may be to restrict their transferability and adversely affect their market value. The Pharo Hedge Funds may be required to hold such securities for an extended period of time or, if required to liquidate their positions in such securities, such liquidation may be taken at a substantial discount to the price paid by the Pharo Hedge Funds for the securities or result in an entire loss of the value of the securities. Fixed Income Securities. Pharo Management takes long and short positions in bonds and other fixed income securities of U.S. and non-U.S. issuers,
including, without limitation, bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by a sovereign government or one of its agencies or instrumentalities; and commercial paper. Such securities and instruments have speculative characteristics. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed income securities in which the Pharo Hedge Funds invest will change in response to fluctuations in interest rates. Generally, when interest rates decline, the value of a long fixed income position can be expected to rise while that of a short fixed income position can be expected to decline. Conversely, when interest rates rise, the value of a long fixed income position can be expected to decline while that of a short fixed income position can be expected to rise. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of creditworthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). Distressed Securities. The Pharo Hedge Funds may invest in public and private debt securities issued by emerging market companies experiencing financial or business distress. Such investments involve a substantial degree of risk of loss of principal and interest. Liquidity of Markets and Investments. The markets in which we transact have in the past experienced illiquidity and thus are subject to such risk in the future. During periods of market illiquidity, we may not be able to sell assets in the portfolio or may only be able to do so at unfavorable prices. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which we transact in certain derivative instruments could prevent prompt liquidation of positions, thereby increasing the potential for greater loss. Forward Trading. We invest in forward contracts and options thereon. Such contracts and options, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading. Market illiquidity or disruption could result in significant losses.
Derivative Transactions Generally. The Pharo Hedge Funds engage in derivative transactions such as swaps, collars, caps, and floors, both for hedging purposes and as an alternative to direct investments in the underlying currencies or securities. Derivatives involve credit risk (the risk that a counterparty on a derivative transaction will not fulfill its contractual obligations), as well as special legal, documentation, operational, and reputational risks in addition to the economic and other risks associated with the direct purchase or sale of the underlying currencies or securities to which their values are related. Risk of economic loss is increased if a derivative is leveraged. A derivative transaction can be cleared with a clearing house or executed over-the-counter (OTC). Cleared derivatives will be contracts between the Pharo Hedge Fund and a regulated clearinghouse and will have some of the risk factors previously associated exclusively with futures contracts. OTC derivatives are contracts with a single counterparty. Credit Default Swaps. In addition to trading cleared derivatives referencing broad-based credit indices and standardized baskets of credit entities, the Pharo Hedge Funds will enter into OTC single-name credit default swaps and loan credit default swaps, both as a hedge against the portfolio’s credit risk and as a means of synthetic investment in credit risk. In addition to general market risk, liquidity risk, and credit risk, OTC credit default swap agreements are subject to the same counterparty risk inherent in other OTC derivative transactions. To the extent the Pharo Hedge Funds are the protection buyer in such a transaction there is no assurance that its counterparty will be able to satisfy its obligation to make payments under the credit default swap in the event of a credit event. Exchange traded credit default swaps, for which a clearinghouse acts as a central counterparty, reduce or eliminate counterparty risk and provide greater transparency of executed credit default swap trades, which has led to greater standardization in the marketplace. Credit Linked Notes. Credit Linked Notes (“CLNs”) are issued by special purpose companies or trusts and have the characteristics of a bond but with an embedded credit default swap tied to a particular underlying credit or basket of credits. A CLN exposes the Pharo Hedge Funds to the credit risk of both the issuer of the CLN and the underlying credit or basket of credits. Default and Counterparty Risk. We will invest a portion of the assets we manage in the debt securities of private and governmental issuers, thus exposing such assets to the credit and political risk of the issuer. Adverse changes in financial, economic and political conditions could cause an issuer to default on its obligations. In addition, many of the markets in which we effect transactions are “overthe-counter” or “interdealer” markets. The participants in such markets may not be subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. This exposes the Pharo Hedge Funds to the risk that their counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona
fide) or because of a credit or liquidity problem, thus causing the Pharo Hedge Funds to suffer a loss. In addition, in the case of a default, the Pharo Hedge Funds could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where we have concentrated transactions with a single or small group of counterparties. We are not restricted from dealing with any particular counterparty or from concentrating any or all of our transactions with one counterparty. Moreover, neither we nor the Pharo Hedge Funds have an internal credit function which evaluates the creditworthiness of its counterparties. Our ability to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement increases the potential for losses. Equity Securities. Our investment portfolios may include positions in equities and equity-related securities. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of the issuer, the market and industry in which the issuer competes, and the general economic environment. Trading on Emerging Market Exchanges. Pharo Management will trade on exchanges where the protections provided by U.S. regulations do not apply. Some non-U.S. exchanges, for example, in contrast to U.S. exchanges, are “principals’ markets” in which performance with respect to a contract is the responsibility only of the individual member with whom the trader has entered into the contract and not of the exchange or its clearinghouse, if any. Due to the absence of a clearing house system on certain foreign markets, such markets are significantly more susceptible to disruptions than are U.S. exchanges and, therefore, trading thereon potentially is subject to greater risks than trading in the United States. In the case of trading on emerging market exchanges, the Pharo Hedge Funds will be subject to the risk of the inability of or refusal by their counterparties to perform with respect to its contracts. We also may not have the same access to certain trades as do various other participants in these markets. Trading in Options. We purchase and sell covered and uncovered put and call options on securities, currencies and commodities on national and international exchanges and over-the-counter markets. The risks in trading options are different from the risks in trading the underlying instruments and can provide a greater potential for profit and loss. The potential for loss from such transactions depends on whether the Pharo Hedge Fund is the seller (“writer”) of the option or the buyer of the option and can range from the loss of the premium paid for an option that expires worthless to a theoretically unlimited loss in the case of the sale of an uncovered call option. Futures. Pharo Management will engage in transactions in commodity futures contracts, options on futures contracts and in other products which may be traded on commodities exchanges regulated by the CFTC or international
exchanges. Futures prices are highly volatile. Because the margin deposit required for a futures contract is typically low, futures contracts involve a high degree of leverage and a small commitment of cash or its equivalent may allow the Pharo Hedge Funds to hold futures contracts of substantially greater value. As a result, price fluctuations may result in profits or losses disproportionate to the amount deposited as margin. Money Market Instruments. A portion of the Pharo Hedge Funds’ assets may be invested in short-term money market instruments. Money market instruments generally are considered to be low risk, and, because by definition they are short-term securities, highly liquid. Nonetheless, these instruments are subject to risk, including default risk, depreciation risk and liquidity risk. Money market funds are not insured by the Federal Deposit Insurance Corporation or guaranteed by the Exchange Stabilization Fund and are subject to a risk of loss. In addition, in the United States, so-called institutional money market funds value their assets using the mark-to-market accounting method, which means their shares may fluctuate in value and the board of directors of such funds can charge a liquidity fee and impose a temporary gate on redemptions. Basis Risk. “Basis” refers to the differential between the spot price of an asset relative to the futures price of such asset at a given time. Basis risk is generally defined as the risk that the futures price potentially may not move in a steady fashion correlative to the spot price and that the basis may widen or narrow between the time a futures position is initiated and the time it is closed out. Depending on the futures position taken and the direction and magnitude of the basis, basis risk could potentially result in enhanced loss (although it could also result in an enhanced gain). Private Placements and Unregistered Securities. We may purchase equity, convertible securities, and fixed income obligations the disposition of which may be restricted under the Securities Act of 1933 and other applicable law. Whether or not so restricted, the market to resell such securities will be illiquid. Therefore, such investments may be required to be held for a lengthy period of time or, if we were forced to liquidate positions in such securities, such liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such investment. Short Sales. Pharo Management will affect short sales of currencies and securities in those instances when we believe that a given currency or security is over-valued or over-priced, or as part of a hedging strategy. Short sales are transactions in which we sell a currency or security that a Pharo Hedge Fund does not own (if a security, by borrowing such security) in anticipation of a decline in the market value of the currency or security. Although the gain is limited by the price at which we sold the currency or security short, losses from short sales will be unlimited if the currency or security sold short continues to appreciate. Additionally, even though a Pharo Hedge Fund secures a “good borrow” of a security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Pharo Hedge Fund to purchase the
security at the then prevailing market price, which may be higher than the price at which such security was originally sold short. Regulations restricting the use of short sales adopted in the U.S., EU and UK may prevent Pharo Management, Pharo UK, Pharo HK, and Pharo AD from using short sales to hedge certain positions. In addition, these regulations may lead to crowded shorts and increased borrowing costs. The specific regulations in effect at any given time vary with regulators’ perceptions of market risk and it is not possible to gauge what, if any, regulations will be in effect in the future. Concentration of Investments. Pharo Management assumes at certain times concentrated investment positions (relative to capital). A loss in any such position could have a material adverse impact on a Pharo Hedge Fund’s capital. Leverage. When deemed appropriate and subject to applicable regulations, Pharo Management will use leverage in its investment program. We will obtain leverage in any manner deemed appropriate, including by borrowing to buy currencies and securities or by entering into repurchase agreements and derivative transactions that have the effect of leveraging investments. Margin. We will borrow to buy currencies, securities and commodity interests on margin or to make other investments. In the event of a sudden, precipitous drop in value of any assets acquired with borrowed funds, we might not be able to liquidate assets quickly enough to meet margin or borrowing obligations. Also, because acquiring and maintaining positions on margin allows us to control positions worth significantly more than the investment in those positions, the amount that the Pharo Hedge Funds stand to lose in the event of adverse price movements is high in relation to the amount of the investment. Repurchase Agreements. The Pharo Hedge Funds will obtain leverage by entering into repurchase agreements whereby they sell portfolio securities to a bank, broker-dealer or other counterparty and agree to repurchase the securities at a later date for the same price plus interest. The Pharo Hedge Funds will continue to receive any principal and interest payments on the underlying securities during the term of the agreement. They are, however, subject to the risk that their counterparty may not be able to return the same or equivalent securities at the end of the transaction. Derivative Transactions. We will also obtain leverage through over-thecounter derivative transactions with various financial institutions. These derivative transactions expose the Pharo Hedge Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Pharo Hedge Funds to suffer a loss. In addition, in the case of a default, the Pharo Hedge Funds could become subject to adverse market movements while replacement transactions are executed.
To the extent we obtain leverage through derivative transactions, the Pharo Hedge Funds may not legally or beneficially own the securities upon which the return derived under the derivative is based. Uncertainties as to the valuation of those securities could also have an impact on the derivative transactions entered into and the determination of the net asset value of the Pharo Hedge Funds. The counterparties or their affiliates will typically assign valuations to the securities underlying a derivative transaction, but such valuations could prove to be incorrect. Loans of Portfolio Securities. The Pharo Hedge Funds will from time to time lend securities from their portfolios to brokers, dealers and financial institutions and receive collateral in the form of cash or securities. The Pharo Hedge Funds will retain all rights of beneficial ownership as to the loaned portfolio securities, including voting rights and rights to interest or other distributions, and will have the right to regain record ownership of loaned securities to exercise such beneficial rights. Such loans can be terminable at any time. The Pharo Hedge Funds may pay finders’, administrative and custodial fees to persons unaffiliated with the Pharo Hedge Funds in connection with the arranging of such loans. Reverse Repurchase Agreements. The Pharo Hedge Funds may enter into reverse repurchase agreements in order to borrow securities needed to cover short positions. In a reverse repurchase agreement a Pharo Hedge Fund purchases a security from a bank or broker-dealer that agrees to repurchase the security at the Pharo Hedge Fund’s cost plus interest within a specified time. The Pharo Hedge Fund is subject to the risk that the party agreeing to repurchase the security may default, as a result of bankruptcy or otherwise, leaving the Pharo Hedge Fund holding the security. The Pharo Hedge Fund may seek to sell the security, which could involve costs or delays in addition to a loss if the value of the security should fall below its repurchase price. In addition, if the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the ability of the Pharo Hedge Fund to dispose of the underlying security may be restricted. Stock Index Futures. The price of stock index futures contracts may not correlate perfectly with the movement in the underlying stock index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause temporary price distortions. Successful use of stock index futures contracts is subject to our ability to correctly predict movements in the direction of the market. Single-Stock Futures. Trading futures on individual stocks and narrowbased security indexes involves contracts (collectively, “Securities Futures”) that are priced, valued and margined much like a stock index futures contract. The
limited market for Securities Futures affects the liquidity of such instruments. In addition, other potential issues, including certain regulations, related to the trading and sale of Securities Futures affect both the liquidity and the risk of these instruments. Furthermore, trading in Securities Futures typically involves a high degree of leverage that carries inherent risks. Trading in Indices and Financial Instruments. Pharo Management trades broad-based indices, including synthetic credit default swap indices, and instruments that replicate indices. The effect of governmental intervention will be significant at certain times in indices and financial instrument futures and options markets and such intervention (as well as other factors) will cause these markets to move rapidly in the same direction because of, among other things, interest-rate fluctuations. Exchange Traded Funds (ETFs). Exchange traded funds (ETFs) represent shares of ownership in either funds or unit investment trusts that hold portfolios of common stocks, bonds or leveraged loans, which are designed to generally correspond to the price and yield performance of their underlying indexes, either broad stock market, stock industry sector, international stock, bond or leveraged loan. Although ETFs are designed to provide investment results that generally correspond to the price and yield performance of their respective underlying indexes, ETFs will not be able to exactly replicate the performance of the indexes because of their expenses and other factors. Use of Computer Driven Strategies; Risk of Systems Failure. A portion of Pharo Macro Fund’s portfolio is invested using a computer-driven algorithmic trading system. There is no assurance that trading decisions based on computergenerated information will be successful or will not expose the Pharo Hedge Funds to significant losses. There may be flaws in the trading system itself and the data feeds (both internal and external) on which the system relies. Furthermore, underlying patterns that form the basis for the trading system may change in unanticipated ways, causing the system to fail to identify a trend on which action should be taken or to overreact to minor price movements and thus establish a position contrary to overall price trends. The effectiveness of a computer-driven trading system may diminish over time if Pharo Management and the Affiliated Investment Advisors are unable to correct or update the data or operational parameters used by the system to take into account market, economic, and governmental changes. In addition, any failure in any component of the technology infrastructure on which a computer-driven trading system relies could have a material adverse effect on the implementation of that strategy. Effectiveness of Risk Reduction Techniques; Hedging Transactions. We employ various risk reduction strategies and utilize a variety of financial instruments, such as derivatives including options and forward contracts, both for investment purposes and for risk management purposes. A substantial risk remains, nonetheless, that such strategies will not always be possible to implement and when possible, will not always be effective in limiting losses. If we analyze market conditions incorrectly or employ a risk reduction strategy that does not
correlate well with the investments, such risk reduction techniques could result in increased volatility, poorer overall performance or even a loss. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged, such as credit risk of certain issuers (relating both to particular securities and counterparties), as well as risks to which we choose to expose the Pharo Hedge Funds as part of their investment strategies. We are not obligated to, and may elect not to, hedge against certain risks. Portfolio Turnover. Pharo Management has not placed any limits on the rate of portfolio turnover and portfolio securities will be sold without regard to the time they have been held when, in our opinion, investment considerations warrant such action. A high rate of portfolio turnover involves correspondingly greater expenses than a lower rate. Limited Liquidity of Some Investments. Some of the securities in which we invest are or may become relatively illiquid, because they are thinly traded, they are subject to transfer restrictions, or the circumstances of the Pharo Hedge Funds’ ownership of them give rise to practical or regulatory limits on the Pharo Hedge Funds’ ability to liquidate quickly. Pharo Management will not be able to promptly liquidate those investments if the need should arise, and a Pharo Hedge Fund’s ability to realize gains, or to avoid losses in periods of rapid market movements, will therefore be affected. In addition, the value assigned to such securities for purposes of determining net profits and net losses may differ from the value the Pharo Hedge Funds are ultimately able to realize. Pharo Africa Fund “Frontier” Risk. Although Pharo Africa Fund, Ltd. trades the same type of instruments as the other Pharo Hedge Funds and pursues a similar strategy, the geographic focus of Pharo Africa Fund, Ltd. exposes it to certain emerging market “frontier” risks that are not present in the other Pharo Hedge Funds to the same extent. Interested investors should carefully review the Risk Factors section of the Pharo Africa Fund, Ltd. Information Memorandum for a description of these additional strategy risks. Affiliated Fund Investments. The Pharo Macro Fund, Ltd.’s investment in the Pharo Africa Fund, Ltd. could subject the Pharo Macro Fund investors to additional risks and adverse events. Investors should carefully review the Risk Factors section of the applicable Pharo Hedge Funds’ Information Memorandum before making any investment. Insolvency of Brokers, Banks, Custodians and Others. The Pharo Hedge Funds are subject to the risk of failure of the brokerage firms that execute their trades, the clearing firms that such brokers use, the clearing houses of which such clearing firms are members, the prime brokers and the custodians where the Pharo Hedge Funds custody their assets, and/or the banks with which the Pharo Hedge Funds enter into derivative transactions and repurchase agreements (collectively, “Financial Intermediaries”). In relation to a Pharo Hedge Funds’ right to the return of assets to which legal and beneficial title has been transferred to a Financial Intermediary, the Pharo Hedge Fund will rank as one of such
Financial Intermediary’s unsecured creditors and, in the event of the insolvency of the Financial Intermediary, the Pharo Hedge Fund may not be able to recover such equivalent assets in full. In addition, when a Financial Intermediary acts in the capacity of a broker, clearing firm, clearing house, prime broker and/or custodian and such Financial Intermediary becomes insolvent or bankrupt or is placed into receivership (as applicable depending upon entity type), there can be no guarantee that the assets of the Financial Intermediary (including, if relevant, customer property held pursuant to any applicable law) will be sufficient to satisfy all creditor claims, including those of a Pharo Hedge Fund. Even if the Pharo Hedge Fund does not lose the assets on deposit with such Financial Intermediary, it could incur market losses as a result of financial difficulties at such institutions (including, but not limited to, situations in which Pharo Management may be unable to gain immediate access to the assets of the Pharo Hedge Fund and/or execute transactions through its Financial Intermediaries). For example, in March 2023, several U.S. insured depository institutions failed and the FDIC was appointed as receiver for such institutions after the respective entities experienced a “run” by anxious depositors. Related to these failures, U.S. federal banking regulators, in an effort to stabilize the U.S. and international financial markets, (A) exercised their “systemic risk” authority in connection with the failure of these institutions to announce that deposit insurance would extend to all deposits held by these institutions regardless of the amount of such deposit or the capacity in which such deposit was held; and (B) announced the creation of a short-term funding program (the Bank Term Funding Program) that allows nearly all U.S. financial institutions to favorably borrow from the Federal Reserve Board against assets valued at par. In light of these events, as well as financial stresses that are being reported by non-U.S., globally significant financial institutions, U.S. and international financial markets currently face uncertainty. The ultimate effect that these events have on U.S. and international financial markets remains unclear; further, it is not possible to predict the potential regulatory and political responses that will be adopted to mitigate or thwart market instability related to these and future economic shocks. As such, there can be no assurance that any FDIC-insured depository institution (or other Financial Intermediary) with which a Pharo Hedge Fund has exposure will not suffer financial difficulties similar to, or more significant than, those experienced by the U.S. insured depository institutions that have failed in 2023 to date. Disaster Recovery and Cyber Security. With the increased use of technologies such as the internet to conduct business, the Pharo Hedge Funds are susceptible to operational, information security and related risks. Information technology (“IT”) can fail or be subject to interruption or destruction caused by natural or man-made occurrences, such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks and/or cyberattacks. Cyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyberattacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users).
Cyber incidents affecting the Pharo Hedge Funds or their counterparties and service providers (including, but not limited to, the Investment Manager, the Affiliated Investment Advisors, the Administrator and the Pharo Hedge Funds’ accountants, custodians, brokers, banks, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, violations of applicable privacy and other laws, and reputational damage. The Pharo Hedge Funds cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Pharo Hedge Funds. Any failure, interruption, cyberattack or destruction of Pharo Management or its Affiliated Investment Advisors’ IT systems or data management systems, or the Pharo Hedge Funds’ or service providers could have a material adverse impact on the operations of the Investment Manager, the Affiliated Investment Advisors and/or the Pharo Hedge Funds. Artificial Intelligence and Machine Learning (“AI/ML”) Risk. Pharo Management may develop, acquire, or deploy AI/ML models and tools in research, signal generation, portfolio construction, execution, risk management, code development and operations. The use of AI/ML introduces incremental risks, including, but not limited to, model error, “hallucinations,” data bias or drift, inadequate training data, overfitting, adversarial inputs, and loss of efficacy as market participants adapt (“alpha decay”). AI/ML outputs may be non-intuitive or difficult to explain, impeding effective oversight and error remediation and increasing operational and regulatory risk. Reliance on third-party AI/ML vendors, data providers, or foundational models may introduce dependency, intellectual property, confidentiality, privacy, and licensing risks, as well as concentration and continuity risks, and may impair the Pharo Hedge Funds’ abilities to validate, audit, or replicate results. Data quality, labeling, provenance, usage permissions, and evolving regulations governing automated decision-making and model governance may constrain the Pharo Hedge Funds’ strategies, impose additional compliance burdens and costs, and result in forced modifications or suspensions of certain models or trading approaches. AI/ML systems are highly sensitive to input, parameter and code changes. Seemingly minor errors, corrupted data, or unexpected market regimes can cause large, rapid losses given the speed and scale at which AI/ML-driven processes operate. AI/ML also heightens cyber security and data leakage risks (including inadvertent disclosure through model training or prompts) and may interact unpredictably with other algorithmic systems during stressed conditions. There can be no assurance that any AI/ML technique will function as intended, continue to generate signals, or be effective across future market environments, and the Pharo Hedge Funds may incur material losses as a result of these risks. THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN PHARO MANAGEMENT’S INVESTMENT STRATEGY. POTENTIAL INVESTORS IN THE PHARO HEDGE FUNDS MUST READ THE ENTIRE INFORMATION MEMORANDUM AND ALL RELATED OFFERING DOCUMENTS OF THE APPLICABLE PHARO HEDGE FUND BEFORE DETERMINING WHETHER TO
INVEST IN THAT FUND. POTENTIAL FUND INVESTORS AND CLIENTS WHO SEEK TO HAVE THEIR ASSETS MANAGED PURSUANT TO PHARO MANAGEMENT’S INVESTMENT STRATEGY SHOULD OBTAIN PROFESSIONAL GUIDANCE FROM THEIR TAX AND LEGAL ADVISERS IN EVALUATING ALL OF THE TAX IMPLICATIONS AND RISKS INVOLVED IN INVESTING IN THE APPLICABLE FUND OR ENTERING INTO AN INVESTMENT ADVISORY AGREEMENT WITH PHARO MANGEMENT. CLIENTS SEEKING AN INVESTMENT ADVISORY AGREEMENT SHOULD REFER TO YOUR PROPOSED INVESTMENT ADVISORY CONTRACT FOR ADDITIONAL RISK FACTORS THAT MAY APPLY TO YOUR ACCOUNT.
Item 9. Disciplinary information
None
Item 10. Other financial industry activities and affiliations
Affiliations
Financial
Industry
Activities
and
Pharo Management is a related person of the Affiliated Investment Advisors. Pharo Management is the Investment Manager of the Pharo Hedge Funds, Pharo UK, Pharo HK, and Pharo AD provide discretionary investment advisory services to the Pharo Hedge Funds. See Item 4- Advisory Business above. Guillaume Fonkenell is Member of Pharo UK and is registered with the United Kingdom Financial Conduct Authority (“FCA”) and holds two senior management functions- SMF1: CEO and SMF27: Partner. He is also listed as a principal with the NFA on behalf of Pharo Management, in its capacity as a CPO.
Read the rest of Item 10 (2,475 more words)
He owns, directly or indirectly, Pharo Management and the Affiliated Investment Advisors and serves as Chief Investment Officer of Pharo Management, Pharo UK, Pharo HK, and Pharo AD. Mr. Fonkenell has capital allocations from the Pharo Hedge Funds managed by Pharo Management. Mr. Fonkenell has personal investments of various sizes in the Pharo Hedge Funds. In addition, employees of Pharo Management and the Affiliated Investment Advisors may also have deferred compensation balances invested in the Pharo Hedge Funds including those over which they have investment discretion. As a result of the above, Mr. Fonkenell’s time is split among Pharo Management and the Affiliated Investment Advisors, which creates a conflict should one or more of them require a disproportionate amount of his attention. In addition, Mr. Fonkenell’s investment advice is spread across multiple Pharo Hedge Funds in which he has personal investments of various sizes. These circumstances create a conflict of interest in dedicating his resources with regard to his investment analysis, which vary by Pharo Hedge Fund. Mr. Fonkenell’s
personal investments as well as other PMs deferred compensation balances (which may be invested in the Pharo Hedge Fund they advise) also create a conflict of interest as they stand to gain personally by the performance of the Pharo Hedge Funds over which they have discretionary authority. Because of Mr. Fonkenell’s ownership of Pharo Management and the Affiliated Investment Advisors and his managerial responsibilities and portfolio management roles with Pharo Management, Pharo UK, Pharo HK, and Pharo AD, Mr. Fonkenell is deemed a key man risk. Jeff Hanlon, Pharo Management’s Senior Partner, Global Chief Operating Officer and Chief Financial Officer, is also registered with the FCA holding senior management function SMF27: Partner on behalf of Pharo UK. Mr. Hanlon’s time is therefore split among both entities, which will create a conflict of interest by disproportionately allocating his time to one of the companies. In addition, Mr. Hanlon is a registered principal and Associated Person of Pharo Management in its capacity as a registered CPO. He is also a member of the NFA. These inter-company affiliations and the conflicts of interest they create are mitigated by the following: 1. Pharo Management has personnel with significant managerial and portfolio management experience. This allows it to manage the portfolios of the Pharo Hedge Funds using a team approach that is not dependent on any one person. 2. Pharo Management has implemented investment allocation policies that require fair and equitable allocations among the Pharo Hedge Funds over time on an overall basis. Investment opportunities that are allocated to more than one Pharo Hedge Fund or client account may not necessarily be done on a pro rata basis. These procedures are monitored by the CCO or his designee to detect if one Pharo Hedge Fund is being favored over another. Other Potential Conflicts of Interest Pharo Management will use its best efforts in connection with the objectives of the Pharo Hedge Funds and will devote as much of our time and effort to the affairs of the Pharo Hedge Funds that in our judgment is necessary to accomplish the objectives of the Pharo Hedge Funds. Pharo Management may conduct any other business, including any business within the securities industry, whether or not such business is in competition with the Pharo Hedge Funds. Without limiting the generality of the foregoing, Pharo Management, its members, officers, directors and principals may act as investment advisor or investment manager for others, may manage multiple hedge funds or capital for others, may make and hold investments in their own name or through other entities, and may serve as a
manager, consultant, partner or stockholder of one or more hedge funds, partnerships, securities firms or advisory firms. Pharo Management may manage co-investment Funds alongside the other Pharo Hedge Funds, which can create potential conflicts of interest in the allocation of investment opportunities, pricing, and execution. Pharo Management has an investment opportunity allocation policy that seeks to allocate investment opportunities in a fair and equitable manner over time. Such allocations may not always be done on a pro rata basis and could result in less favorable terms for one or more of the Pharo Hedge Funds and co-investment Funds. One of the Directors of the Pharo Hedge Funds is also a non-executive Director of Pharo Manarah Limited and Pharo Global Advisors Limited, which serves as a holding company for each of the Investment Advisors. He has no financial interest in the Pharo Hedge Funds or Pharo Management. In the unlikely event of a conflict occurring between a Pharo Hedge Fund and Pharo Manarah Limited or Pharo Global Advisors Limited, the Pharo Hedge Fund would manage the conflict by having a committee comprised of the non-conflicted Directors decide the matter. Investment and Trading Opportunities Pharo Management gives advice and recommends securities to, and buys or sells securities for, multiple Pharo Hedge Funds. Our advice and recommendations may differ between the Pharo Hedge Funds even though their investment programs, objectives and strategies are similar. Accordingly, Pharo Hedge Funds with similar strategies may not hold the same securities or instruments or achieve the same performance. Pharo Management will act in a fair and equitable manner in allocating investment opportunities among the Pharo Hedge Funds. Valuations The net asset values of the Pharo Hedge Funds are determined by their Administrator. Since the value assigned to portfolio securities affects the performance fee paid by each Pharo Hedge Fund to Pharo Management, the involvement by Pharo Management, Pharo UK, Pharo HK or Pharo AD in the valuation process will create a potential conflict of interest. If and to the extent that Pharo Management, Pharo UK, Pharo HK, or Pharo AD are responsible for or otherwise involved in the pricing of any portfolio securities or other assets, the Administrator may accept, use and rely on such prices in determining the net asset values of the Pharo Hedge Funds. Pharo Management, on the advice of Pharo UK, Pharo HK, or Pharo AD, may in its sole discretion take the following actions with regard to valuations: for any security which is listed or quoted on any securities exchange, adjust the mean based upon bid/asked prices on which a valuation is based taking into account size of holdings; where prices for a security are available on more than one
exchange or system, determine the exchange or system that provides the fairest criteria to value such security; for investments other than securities that can be dealt in or traded on more than one market, determine the market that shall prevail; for any security which is not listed or quoted on any securities exchange or similar electronic system or if so listed or quoted is not regularly traded thereon or no prices are available, determine the securities probable realization value in good faith on factors deemed relevant; for investments or cash valued in a currency other than US dollars, determine the rate deemed applicable at the close of business on the relevant valuation date taking into account any premium or discount deemed relevant to costs of exchange. The Directors of the Pharo Hedge Funds are ultimately responsible for the valuation policies and procedures adopted by the Pharo Hedge Funds. The Directors may, at their discretion, permit any other method of valuation to be used if they consider that such method of valuation better reflects fair value and is in accordance with sound accounting practices. All values assigned to securities held by the Pharo Hedge Funds shall be final, binding and conclusive on all of the Pharo Hedge Funds’ shareholders. Trade Errors Trading errors are an intrinsic factor in any complex investment process and will occur notwithstanding the execution of due care and the existence of procedures reasonably designed to prevent such errors and to detect them in a timely manner when they do occur. Such errors include, for example, a transaction executed for the wrong asset, quantity or price, a transaction to buy when Pharo Management meant to sell or vice versa, an incorrect entry of a trade into an electronic trading system, and/or drafting errors related to trade contracts or confirmations. The Investment Manager and Investment Advisors execute a high volume of trades for the Funds, many of which are esoteric and involve complex instruments, and trading errors frequently occur. However, the number of errors as a percentage of the aggregate number of trades executed by Pharo Management and its Affiliated Investment Advisors for all Pharo Hedge Funds was 0.03% and 0.04% in 2024 and 2025 respectively. When trading errors occur, they are for the account of the Pharo Hedge Fund (including those which result in losses and those which result in gains) unless they are the result of conduct inconsistent with Pharo Management’s standard of care set forth in the Management Agreement or Pharo UK’s, Pharo HK’s, and Pharo AD’s standard of care in their respective Sub-Advisory Agreements. Pharo Management does not ascribe a hypothetical gain or loss to a trade error that results in a missed investment opportunity (for example, a misallocation of an investment). Pharo Management does not compensate for any amounts that, in our judgement, are speculative, including any lost opportunity costs. Losses resulting from trade errors could have a material adverse effect on the performance of a Pharo Hedge Fund.
The limitation on Pharo’s liability established by the Management Agreement and Sub-Advisory Agreements does not constitute a waiver of any fiduciary duty owed to the Fund or a waiver of any of the Fund’s legal rights under applicable federal securities laws or any other federal or state laws the applicability of which is not permitted to be waived. Cross Trades; Principal Transactions Pharo Management, Pharo UK, Pharo HK, and Pharo AD from time-to-time direct trades in securities or financial instruments between the Pharo Hedge Funds (“cross-trades”). Pharo Management believes that cross-trading provides various benefits to the Pharo Hedge Funds, including obtaining a better price by eliminating the bid/ask spread in the market, eliminating market slippage, and generally eliminating or reducing other transaction costs. Pharo Management, Pharo UK, Pharo HK, and Pharo AD in their discretion, determine the securities or financial instruments to cross-trade between and among the Pharo Hedge Funds. All cross-trades will be affected through brokers at market prices. Because of the level of equity ownership by the principals of Pharo Management and the Affiliated Investment Advisors in certain Pharo Hedge Funds that enter into cross trades, such transactions may be deemed principal transactions for purposes of the Advisers Act. Pharo Management, Pharo UK, Pharo HK, and Pharo AD face various conflicts of interest when they engage, through the Pharo Hedge Funds, in principal transactions, including but not limited to the fact that they have an incentive to price securities in principal trades in a manner advantageous to the Pharo Hedge Fund in which they participate, sell unwanted securities from such funds, or cause such funds to purchase desirable securities from the other Pharo Hedge Funds. To address these conflicts of interest, these principal transactions (like all cross trades) will be effected through brokers at market prices, and before any principal transaction is settled, the material terms of the transaction, including the security or securities involved, the capacity in which Pharo Management and the Affiliated Investment Advisors acted, the manner in which the trade was executed, and the price at which the trade was consummated, will be fully disclosed to the Directors of the respective Pharo Hedge Funds in writing. The Pharo Hedge Funds will cancel any such principal transaction unless the Directors, after reviewing the terms of the transaction, approve the transaction in writing. Tricolore Management Limited Tricolore Management Limited (“TML”) was launched by Guillaume Fonkenell in September 2022 to serve as his personal “family office”. TML will identify investment opportunities for Mr. Fonkenell and monitor and manage his personal investments, including conducting due diligence on investment opportunities, negotiating the terms of investments, liaising with management of the businesses in which Mr. Fonkenell is invested, and preparing financial reports relating to those investments and businesses. TML also provides accounting, tax and cash management services to Mr. Fonkenell. TML provides its services only
to Mr. Fonkenell and does not itself make or hold any investments. The personal investments of Mr. Fonkenell that are identified, monitored or managed by TML will continue to be reported by Mr. Fonkenell to Pharo Management pursuant to its Personal Trading Policy and will remain subject to Pharo Management’s compliance policies and procedures, including those relating to outside business activities. Family Office Advisory Panel Mr. Fonkenell serves on the Advisory Panel of a family office established by a cousin, and in that capacity from time to time offers advice on investments being considered by the family office’s Investment Committee. There is very little overlap in the investment instruments traded by the family office and those traded by the Pharo Hedge Funds, making it highly unlikely that Mr. Fonkenell will ever be asked to advise the family office on investments he may actively be considering for, or that are already held by, a Pharo Hedge Fund. But there is a possibility that some of the family office’s investments may be in bonds or other securities in which one of the Pharo Hedge Funds is actively considering taking a position or has an existing position. Pharo Management has implemented policies and procedures reasonably designed to ensure that Mr. Fonkenell’s activity on the family office Advisory Panel is conducted in a manner that is both consistent with Pharo Management’s fiduciary obligation to the Pharo Hedge Funds and in compliance with applicable securities laws. Pursuant to these policies and procedures, Mr. Fonkenell will not advise the family office on any trade that is under active consideration by him for a Pharo Hedge Fund until after the Pharo Hedge Fund has made the investment or decided not to invest, unless it is determined by Mr. Fonkenell that the trade by the family office is not likely to move the market in such security. Where Mr. Fonkenell advises the family office on bonds or other securities in which a Pharo Hedge Fund has an existing position, in certain limited circumstances the Pharo Hedge Fund could be restricted temporarily from trading the security, which could have an adverse effect on the fund. Mr. Fonkenell’s activity on the family office Advisory Panel therefore creates a potential conflict of interest with the Pharo Hedge Funds. THE FOREGOING LISTS OF CONFLICTS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE CONFLICTS OF INTEREST TO WHICH PHARO MANGEMENT IS SUBJECT. POTENTIAL INVESTORS IN THE PHARO HEDGE FUNDS SHOULD REFER TO THE CONFLICTS OF INTEREST AND POTENTIAL CONFLICTS OF INTEREST DISCLOSED IN THE INFORMATION MEMORANDUM OF THE APPLICABLE PHARO HEDGE FUND BEFORE DETERMINING WHETHER TO INVEST. CLIENTS SEEKING AN INVESTMENT ADVISORY AGREEMENT SHOULD REFER TO YOUR PROPOSED INVESTMENT ADVISORY CONTRACT FOR ADDITIONAL CONFLICTS OF INTEREST THAT APPLY TO YOUR ACCOUNT.
Item 11. Code of ethics, participation in client transactions and personal trading
Transactions and Personal Trading Pharo Management has adopted a Code of Ethics (the “Code”), which is available to clients upon request. The Code incorporates the following principles among others that all employees are expected to uphold: (a) employees must treat clients in a fair and equitable manner; (b) investment decisions must be made in accordance with Pharo Management’s fiduciary duties; (c) all personal securities transactions by Pharo Management employees must be conducted in a manner consistent with the Code, which includes restrictions and requirements that they disclose their personal securities transactions at least quarterly
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and holdings annually; and (d) information concerning the identity of securities, the financial circumstances of our clients and personal non-public information regarding individual investors or clients must be kept confidential. Pharo Management stresses the importance of confidentiality in our Code and identifies the scope of confidential information. In addition, the Code outlines procedures to protect against the receipt of inside information, the procedures to follow in the event an employee receives inside information intentionally or unintentionally, and our means of surveillance to detect the receipt of inside information. Our Code also includes our policy and procedures with regard to market rumors. The Code seeks to gather information from employees to identify conflicts of interest in various areas of our business in order to develop controls around such conflicts. In addition, the Code requires that all political contributions be approved in advance by the CCO regardless of the dollar amount of the contribution. Pharo Management limits the types of securities in which Pharo Management employees and their related persons may invest. In addition, we generally do not permit personal investing in the same securities that we hold on behalf of our clients. We permit employees and their related persons to invest in a limited number of securities to mitigate the conflicts that may arise by allowing personal trading. We allow trading in Mutual Funds, Open and Closed End ETFs (subject to restrictions that present a conflict of interest), Government securities (as defined in the Code), municipal securities, closed end funds that invest in municipal securities (“closed end municipal funds”), private placement partnerships or similarly structured commingled investment vehicles including hedge funds, UCITS, REITS, NURS (non UCITS retail scheme) and Crypto currencies. These instruments are permitted on the basis that they are unlikely to create a conflict with our investments for clients. Should we invest in such securities for our clients after an employee’s personal investment (which was approved on the basis that the security was not held for clients at the time of the employee’s or related person’s personal investment), 3 days will have to elapse from the date of the last trade in the issuer in any client account before an employee or individual related person will be granted permission to liquidate such security.
The CCO or his designee may grant a waiver to these procedures if it is deemed warranted and no client is disadvantaged. The Code requires approval of all gift giving by employees. In addition, employees must report the direct or indirect offering or acceptance of gifts or other consideration in merchandise or services (other than perishable items of nominal value) from or to any person, firm, corporation, or other entity in the course of their employment or relating to their employment with Pharo Management. Pharo Management or its employees will engage in principal transactions with its clients. This may occur when a PM, control person, or affiliate has a personal or proprietary investment in a Pharo Hedge Fund (including any deferred compensation balances of Pharo Management but excluding any notional investments for purposes of tracking employee deferred balance earnings), which represents 25% (alone or in aggregate) or more of a Pharo Hedge Fund’s net asset value. Client consent is sought prior to the settlement date of principal transactions. If consent is not obtained prior to settlement, the principal transaction will be cancelled. See Cross Trades; Principal Transactions above. Neither Pharo Management nor a related person acts as general partner or in a similar capacity to a partnership or other legal structure in which we solicit clients to invest nor do we act as an investment advisor to an investment company that Pharo Management recommends to clients.
Item 12. Brokerage practices
Pharo Management has been in business for over twenty years and its PMs and traders as well as the PMs and traders of Pharo UK, Pharo HK, and Pharo AD have substantial experience in the financial services industry. Pharo Management relies on this experience and knowledge to identify the markets, instruments and services in which different brokers excel. Pharo Management is responsible for the selection of brokers and dealers to effect transactions, and the negotiation of brokerage commissions. Our prime brokers provide us with securities lending, financing, and capital introduction services. Brokers and prime brokers may be selected based on, products offered, commissions, collateral requirements, reputation and operations.
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When executing a transaction, our traders will take into account the circumstances associated with the execution of particular types of financial instruments. There is no obligation to solicit competitive bids or seek the lowest available commissions or other transaction costs. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged by brokers to Pharo Management’s clients may be higher than those charged by other brokers. Subject to the considerations described above, the selection of a broker (including a prime broker) to execute transactions, provide financing and securities
on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of the following: research; consulting with respect to technology and operations; the commitment of capital; and access to company management. Pharo Management’s securities transactions will generate brokerage commissions and other compensation, all of which the client, not Pharo Management, will be obligated to pay. Pharo Management will have complete discretion deciding what brokers and dealers its clients will use and negotiating the rates of compensation they will pay. In addition to using brokers as “agents” and paying commissions, we will buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns. Pharo Management is provided opportunities to participate in capital introduction events sponsored by prime brokers where the Pharo Hedge Funds and or clients maintain accounts. Prospective investors are introduced to Pharo Management at such events. Capital introduction services are provided incidental to the other prime brokerage/brokering services provided to Pharo Management in connection with the overall prime brokerage relationship. Pharo Management executes brokerage transactions through the sponsors of these events. None of the Pharo Hedge Funds or Pharo Management compensates brokers for organizing such events or for any investments ultimately made by prospective investors attending such events (although Pharo Management may do so in the future). However, such events and other services provided by a broker may influence Pharo Management in deciding whether to use the broker in connection with brokerage, financing and other activities for the Pharo Hedge Funds or clients we advise. Some of these arrangements create a conflict of interest whereby Pharo Management will have an incentive to use a particular broker or prime broker based upon its interest, rather than the interest of our clients. For example, Pharo Management will have an incentive to use a broker based upon capital introduction groups rather than receiving the lowest commission cost or best execution price for its clients. Pharo Management does not direct client transactions to a particular broker-dealer in return for client or investor referrals. Pharo Management will conduct periodic best execution analysis whereby brokers will be assessed based upon what Pharo Management deems critical criteria to its investment strategy. Part of the analysis will be to evaluate why certain brokers earn their share of our overall transaction cost and identify the execution services in which they excel. In addition, the basis for adding or dropping a broker will be assessed based upon our “Counterparty On-Boarding and Monitoring Policy”. Our goal is to identify conflicts and direct transactions which are suited to a particular broker’s execution expertise to satisfy the interest of our clients as opposed to the interest of Pharo Management. Pharo Management anticipates that the counterparties with which the Pharo Hedge Funds will enter into repurchase agreements and derivative
transactions will be financial institutions having a global presence. However, we have the discretion to cause the Pharo Hedge Funds to enter into transactions with counterparties that do not satisfy the foregoing criteria if we determine that such arrangements are beneficial to the Pharo Hedge Funds. Pharo Management does not have any directed brokerage arrangements. Pharo Management has never entered into formal soft dollar arrangements with any broker and our policy is not to enter into such arrangements. However, Pharo Management may receive research as part of its Prime Brokers’ and other brokers’ full servicing arrangements. This research would technically constitute receipt of soft dollars and would mandate a yes response to the soft dollar question on Form ADV. Pharo Management does not use soft dollars outside of the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934. Orders for the Pharo Hedge Funds are routinely aggregated and if filled at different prices, may be allocated using an average price. For average price allocations, purchase or sale orders placed during a trading day that are combined and executed are allocated among the participating Pharo Hedge Funds on an average price basis. Such aggregation of orders may not always be to the benefit of each of the Pharo Hedge Funds with regard to the price or quantity executed. Pharo Management is not obligated to aggregate orders and has complete discretion to aggregate or enter separate orders depending on its assessment of the best means to execute a particular order. If orders are separated, the Pharo Hedge Funds may be filled at different prices and incur different execution cost.
Item 13. Review of accounts
Pharo Management’s Risk Committee is responsible for setting the Risk Management framework of the Pharo Hedge Funds, which consists of a number of risk controls at different levels of the Pharo Hedge Funds; Portfolio Manager positions, capital allocation and aggregated positions. The Risk Committee will address market risk, concentration risk, liquidity risk, and other risks as needed. The Risk Committee meets generally once a month to review the portfolio positions and take action where appropriate, which may include setting new risk limits. The Risk Team is responsible for monitoring and enforcing all risk limits and reporting matters to the Risk Committee as necessary. It is also responsible for developing and improving the risk modelling and infrastructure.
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The Risk Team reports to the Chief Risk Officer, a member of the Risk Committee. The Risk Team monitors position profit target/stop loss limits, PM drawdown limits, VaR limits (The objective of the VaR methodology is to estimate how much the Fund can gain or lose in a single trading day under normal market conditions), country exposure limits, position concentration limits among others. If such limits are triggered it prompts an additional review to determine if a limit extension is granted, the limits are modified or positions are unwound. The Risk Committee may impose additional constraints and/or limits at its discretion. The Risk Committee's discretion to modify risk limits includes, without limitation, the discretion to increase a portfolio
manager's drawdown limits. Investors may therefore suffer losses greater than the stated draw down limits. During periods of high market volatility, material dislocations and/or extraordinary events, it may not be possible to limit drawdowns. The committee or members thereof will meet informally as required to address periodic issues (e.g., concentration, counterparty or the profit target/loss limits discussed above). The limitations of the VaR methodology referenced above can be enumerated as: Portfolio VaR does not take into account the liquidity of the portfolio. Portfolio VaR does not capture tail risk events. See the respective Pharo Hedge Fund’s Standard Due Diligence questionnaire for more details on Pharo Management’s risk management process for the specific fund. The Directors of the Pharo Hedge Fund receive various hedge fund reports including but not limited to a monthly or quarterly letter disclosing performance, net asset value and other performance metrics, fund risk reports and fund transparency reports among others. In addition, we are in frequent communications with the Directors of the Pharo Hedge Funds. Investors in a Pharo Hedge Fund generally receive the reports noted above in addition to annual audited financial statements for the Pharo Hedge Fund they are invested in.
Item 14. Client referrals and other compensation
Not applicable. See also Item 5- Fees and Compensation above. Pharo Management may in the future retain placement agents in connection with the offering of shares of the Pharo Hedge Funds and may compensate such agents for their private placement services. Such compensation may be one-time or ongoing, and may be based on the subscription amount, management or performance fees paid by an investor, or aggregate dollar amount invested in the Pharo Hedge Funds by an investor. Pharo Management will act in accordance with the requirements of the Advisers Act to the extent applicable.
Item 15. Custody
Pharo Management is deemed to have custody of client assets by virtue of serving as Investment Manager to the Pharo Hedge Funds we advise. Neither Pharo Management, nor any of the Affiliated Investment Advisors actually has physical possession of any assets of the Pharo Hedge Funds. Nonetheless, Pharo Management may be deemed to have constructive custody of the assets of the Pharo Hedge Funds by virtue of being the Investment Manager to the Pharo Hedge Funds and the authority assigned to Pharo Management by the Pharo Hedge
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Funds. Cash and securities of the Pharo Hedge Funds are held by qualified custodians and the Pharo Hedge Funds satisfy the requirements of Rule 206(4)-2 of the Advisers Act by having annual audits conducted by an independent public accountant registered with and subject to inspection by, The Public Company Accounting Oversight Board (PCAOB). The Pharo Hedge Funds have retained PricewaterhouseCoopers (Cayman Islands) as independent auditors. Within 90 days after each fiscal year end the audited financial statements of the Pharo Hedge Funds are delivered to investors. Pharo Management and the administrator to the Pharo Hedge Funds also provide periodic unaudited information, not less frequently than monthly, to investors. Qualified custodians generally send account administrator, Citco Fund Services (Curacao) B.V.
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Item 16. Investment discretion
See Item 4- “Advisory Business” above. Pharo Management has authority, pursuant to its Investment Management Agreements, to invest and reinvest on a discretionary basis a portion of the assets of the Pharo Hedge Funds.
Item 17. Voting client securities
Pharo Management will, if applicable, generally vote proxies and corporate actions for the Pharo Hedge Funds it advises and other advisory clients through prime brokers, broker dealers and or custodians who carry accounts on behalf of such Pharo Hedge Funds. Pharo Management retains ultimate discretion on how to vote proxies and corporate actions. In certain circumstances, Pharo Management may disagree with management’s recommendation and may vote contrary to such recommendation. Pharo Management will document its rationale for making such vote in such circumstances.
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The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including securities held in the Pharo Hedge Funds we advise, in a manner that serves the best interests of the Pharo Hedge Funds’ or client’s accounts. Investors may request a copy of our proxy policies and procedures and the proxy voting record relating to how we voted specific proxies for securities held by the Pharo Hedge Funds by contacting Pharo Management at the address or telephone number on the cover page.
Item 18. Financial information
Balance Sheet Not Applicable Pharo Management is not subject to any financial condition that impairs its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.
