Item 2 Issuer Principal Place of Business and Contact Information
17 STATE STREET
SUITE 3930
NEW YORK, NY 10004
Phone Number:
subscription required
Item 3. Related Persons
Name
JOHN FICHTHORN
Address
subscription required
Relationship(s)
EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF DIALECTIC CAPITAL, LLC, GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
LUKE FICHTHORN
Address
subscription required
Relationship(s)
EXECUTIVE OFFICER
Clarification of Response
MANAGING MEMBER OF DIALECTIC CAPITAL, LLC, GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
-- DIALECTIC CAPITAL, LLC
Address
subscription required
Relationship(s)
EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
-- -- DIALECTIC CAPITAL MANAGEMENT, LLC
Address
subscription required
Relationship(s)
EXECUTIVE OFFICER
Clarification of Response
INVESTMENT ADVISER OF THE ISSUER.
Item 4. Industry Group
POOLED INVESTMENT FUND
- HEDGE FUND
Item 5. Issuer Size
Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE
Item 6. Federal Exemptions and Exclusions Claimed
06B
3C
3C.7
Item 7. Type of Filing
Amendment
Date of First Sale in this Offering:
11/01/2004
Item 8. Duration of Offering
Does the issuer intend this offering to last more than one year?
Yes
Item 9. Type(s) of Securities Offered
Pooled Investment Fund Interests
Item 10. Business Combination Transaction
Is this offering being made in connection with a business combination
transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
Item 11. Minimum Investment
Minimum Investment accepted from any outside investor
1000000
Item 13. Offering and Sales Amounts
Total Offering Amount
INDEFINITE
Total Amount Sold
588035266
Total Remaining to be Sold
INDEFINITE
Clarification of Response
Item 14. Investors
Securities in the offering have been or may be sold to persons
who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
98
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response
Item 16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the persons required
to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
Signature and Submission
Notice has been signed on behalf by the undersigned duly authorized person