Notwithstanding the fact that DG Partners LLP is registered as an investment adviser with the SEC, since DG Partners LLP is organised and operated outside the United States, its advisory clients who are not "US Persons " within the meaning of Rule 902(k) of Regulation S promulgated under the Securities Act of 1933 will not be afforded the full benefit and protection of the Advisers Act. The SEC staff has stated that the following provisions of the Advisers Act do not apply to a non-US adviser's relationship with a non-US Person:
certain book and record-keeping requirements;
the requirement to deliver a written disclosure brochure (i.e., Part 2 of the Manager’s Form ADV);
restrictions on the content of advertising;
custody requirements for client funds;
the prohibition on cash referral fees;
restrictions on agency cross transactions and principal transactions with clients;
restrictions on advisory contracts, including the prohibition on performance fees;
the requirement to implement a compliance program;
the requirement to have a policy for voting proxies; and
the requirement to adopt a code of ethics.
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