Governance Policy

Governance Policy for Bedrock Fund, LLC.

Investment in Bedrock Fund LLC (“Bedrock,” the “Fund”) is speculative and involves a high degree of risk. An investment in the Fund is suitable only for qualified investors who can bear the economic risk of the investment, including the possible loss of the entire amount invested. Before investing, prospective investors should carefully evaluate their financial resources, investment objectives, level of experience, and risk tolerance.

Prospective investors should only consider investing in the Fund with discretionary capital that is not required for short term needs, emergency reserves, or other obligations. Investment in the Fund should be viewed as a long term and illiquid commitment. Interests in the Fund are not deposits or obligations of any bank, are not insured by the FDIC or any other governmental agency, and are not guaranteed by Bedrock or any of its affiliates.

The Fund is a private, unregistered investment vehicle offered in reliance on exemptions from registration under applicable federal and state securities laws, including Regulation D of the Securities Act of 1933. The Fund and its offering documents have not been reviewed, approved, or recommended by the U.S. Securities and Exchange Commission or any state securities regulator. Any representation to the contrary is unlawful.

This risk disclosure is a summary only and does not purport to describe all of the risks associated with an investment in the Fund. The Fund’s Private Placement Memorandum, Limited Liability Company Agreement, Subscription Agreement, and other governing documents (collectively, the “Offering Documents”) contain additional and more specific risk disclosures that must be reviewed carefully prior to making any investment decision.

Nature of Bedrock’s Investments

The Fund may invest, directly or indirectly, in one or more of the following asset classes and related instruments:

  • Equities
  • Fixed income securities
  • U.S. Treasury and other sovereign yields
  • Private credit and other credit instruments
  • Real estate and real estate related interests
  • Energy related assets and securities
  • Metals and mining related assets and securities
  • Commodities and commodity related instruments
  • Currencies and foreign exchange instruments
  • Digital assets
  • Derivatives referencing any of the foregoing

The Fund may employ a variety of investment techniques, including but not limited to long and short positions, hedging strategies, and the use of leverage and derivatives. Such techniques may increase the volatility of the Fund’s performance and the risk of loss.

Key Risk Factors

Without limiting the generality of the foregoing, investors should carefully consider the following principal risks.

1. Loss of Capital

Investment in the Fund involves the risk of substantial or total loss of capital. There is no assurance that the Fund will achieve its investment objective or generate any return, and investors must be prepared to lose all or a significant portion of their investment.

2. Illiquidity and Transfer Restrictions

Interests in the Fund are illiquid and subject to significant legal and contractual restrictions on transfer. There is no public or secondary market for interests in the Fund, and none is expected to develop. Redemptions, if permitted at all, may occur only at limited times and on terms specified in the Offering Documents. Investors should not expect to be able to sell, transfer, or redeem their interests on demand, or at a price that reflects the value of the underlying assets.

3. Leverage and Use of Derivatives

The Fund may employ leverage and may utilize various derivative instruments, including options, futures, forwards, and swaps tied to the asset classes listed above. Leverage and derivatives can magnify both gains and losses. Small changes in the value of an underlying instrument may result in larger and potentially sudden changes in the value of the Fund’s holdings. Derivatives are subject to correlation risk, counterparty risk, hedging risk, liquidity risk, and valuation risk, among others.

4. Concentration and Strategy Risk

The Fund may concentrate its investments in particular asset classes, sectors, industries, regions, strategies, or instruments. A concentrated portfolio is more exposed to adverse events affecting those specific areas and may be more volatile than a broadly diversified portfolio. The Fund may also implement investment strategies that are speculative, opportunistic, or not easily comparable to common benchmarks.

5. Manager and Key Person Risk

Investment performance depends significantly on the skills, judgment, and decision making of Bedrock’s management and investment personnel. The loss of one or more key individuals, or an inability to attract and retain qualified professionals, could have a material adverse effect on the Fund. There can be no assurance that the strategies selected, or the timing of investment and disposition decisions, will be successful.

6. Third Party Service Provider and Counterparty Risk

The Fund may rely on third party service providers, including administrators, custodians, brokers, trading counterparties, valuation agents, and technology providers. Failure, insolvency, misconduct, operational error, cybersecurity breach, or other issues affecting such parties may result in delays, losses of assets, or other adverse consequences for the Fund and its investors.

7. Valuation Risk

Certain assets held by the Fund may be thinly traded, not frequently quoted, or otherwise difficult to value. Valuations may involve estimates, models, or assumptions that prove inaccurate or that differ from values that could be realized in an actual transaction. As a result, the stated value of Fund interests may not reflect the price at which assets could be sold or at which interests could ultimately be redeemed.

8. Market and Economic Risk

The value of the Fund’s investments will fluctuate with general market and economic conditions, including changes in interest rates, inflation, credit conditions, geopolitical events, natural disasters, pandemics, regulatory changes, and other factors beyond Bedrock’s control. Market conditions such as illiquidity, trading halts, or extreme volatility can make it difficult or impossible to enter or exit positions, thereby increasing the risk of loss.

Asset Class Related Risks

Equities

Equity securities are subject to issuer specific risk and market risk. Prices may be volatile over short or long periods and may experience significant declines due to company specific events, sector trends, or broad market downturns. Concentrated exposure to particular companies, industries, or regions can increase the risk of loss.

Fixed Income and Treasury Yields

Fixed income instruments are subject to interest rate risk, credit risk, and prepayment or extension risk. Rising interest rates generally cause the value of fixed income securities to decline. Issuers may fail to make timely interest or principal payments. Changes in the shape of the yield curve, government policy, or market liquidity can materially affect performance.

Private Credit

Private credit involves lending to non public borrowers and may entail heightened credit, liquidity, and structuring risks. Such investments may be illiquid, may lack public market valuations, and may involve limited financial disclosure from borrowers. In the event of default, recovery of principal may be uncertain, delayed, or significantly reduced.

Real Estate

Real estate and real estate related investments are subject to risks associated with property markets, including changes in supply and demand, tenant credit quality, occupancy rates, operating expenses, interest rates, zoning and environmental regulations, and broader economic conditions. Real estate values can decline and may be difficult to liquidate on short notice or at desired prices.

Energy, Metals and Mining, and Commodities

Investments tied to energy, metals and mining, and other commodities are typically cyclical and can be highly volatile. Prices are influenced by changes in supply and demand, geopolitical events, weather patterns, regulatory policies, technological developments, and other factors. Commodity related investments may exhibit greater price swings than traditional equity or fixed income securities.

Currencies

Currency and foreign exchange exposures may result in gains or losses due solely to fluctuations in exchange rates. Currency markets can be volatile, and events such as government intervention, capital controls, or policy shifts can significantly affect currency values and the value of investments denominated in foreign currencies.

Digital Assets

Digital assets are subject to heightened volatility, regulatory uncertainty, technological risk, and cybersecurity risk. The value of digital assets can change rapidly and unpredictably in response to market sentiment, technological developments, regulatory announcements, or security incidents involving exchanges, custodians, or protocols. Digital assets may be susceptible to theft, loss of private keys, hacking, or operational failures that may not be recoverable. Regulatory frameworks for digital assets continue to evolve and may adversely affect liquidity, pricing, or the ability of the Fund to hold or trade certain digital assets.

Derivatives

Derivative instruments, including those used for hedging or investment, may not perform as expected and may result in losses larger than the amount initially invested. Correlation between a derivative and the underlying instrument may be imperfect. Counterparties may fail to perform their obligations. Certain derivatives may be illiquid or difficult to value, particularly in times of market stress.

Additional General Risks

  • Foreign Markets and Political Risk: Investments in non U.S. markets involve additional risks, including differing regulatory regimes, less developed market infrastructure, political or social instability, capital controls, and changes in tax or legal frameworks.
  • Regulatory and Policy Risk: Changes in laws, regulations, accounting standards, or enforcement practices may adversely affect the Fund, its strategies, or particular asset classes.
  • Tax Risk: Tax consequences of an investment in the Fund will vary by investor and may change over time. Investors should consult their own tax advisors regarding the specific tax implications of an investment.
  • Change in Investment Policy: Subject to the limitations set forth in the Offering Documents, the Fund’s investment program, strategies, and risk profile may evolve over time. Such changes may materially affect the nature of the risks associated with an investment in the Fund.

Website Use and No Advisory Relationship

Any materials, tools, or information provided on Bedrock’s Website are for informational purposes only. They do not constitute investment advice, an offer to sell, or a solicitation of an offer to buy any security, nor do they create a fiduciary or advisory relationship between Bedrock and any user. Each investor is solely responsible for determining whether any investment is appropriate in light of their own circumstances and for obtaining independent financial, legal, and tax advice.

No Reliance on Past Performance or Projections

Any performance information, targets, or projections related to the Fund are provided solely as illustrations and are not guarantees or assurances of future results. Past or simulated performance should not be relied upon as an indication of future performance. Investors must exercise independent judgment and understand that investment outcomes are uncertain.

Final Acknowledgment

This General Risk Disclosure does not and cannot describe all risks associated with an investment in Bedrock Fund. Prospective investors must carefully review all Offering Documents in their entirety and consult with their own professional advisers before making any investment decision. By considering an investment in the Fund or by using Bedrock’s Website, you acknowledge that you have read, understood, and accept the general nature of the risks described above and that you are prepared to bear the economic risk of an illiquid and speculative investment.