1. Acceptance of These Terms
These Terms of Service govern your use of the website operated by BDF FUND, LLC and your engagement with the administrative services the firm provides. By visiting this website, sending an inquiry, or signing a subscription packet, you agree to these terms. If you do not agree, please do not use the website and do not proceed with a subscription.
BDF FUND, LLC is a private fund administrator located at 571 N 1420 E, Logan - 84321-4371, United States (US). The firm pools patient capital for small Utah operators and property owners. The developer named in our site materials is BDF Fund, and the operating company is BDF FUND, LLC. These terms describe the rules that apply when you work with either name as it appears on this site.
2. Eligibility and Authority
You may use this website only if you are at least eighteen years of age and able to form a binding contract. If you act for a business, a trust, or another legal entity, you represent that you have the authority to bind that entity and that the information you provide about it is accurate.
We may decline to open a file, to accept a subscription, or to continue a relationship if we cannot verify identity, authority, or the source of funds as the law requires. Our verification steps exist to protect the fund and its partners, and they are not a judgment about any individual.
3. Services Described
BDF FUND, LLC provides administration for a private capital pool. The services described on this website include subscription and onboarding, quarterly allocations, side-pocket accounting, investor reporting, audit trail preparation, and redemption and transfers. This website describes those services for general information.
The operative terms of any partnership are set in the applicable operating agreement, subscription documents, and related instruments. If anything on this website conflicts with a signed document, the signed document controls. This website is a description, not a substitute for the papers you sign.
4. No Offer or Solicitation
Nothing on this website is an offer to sell or a solicitation of an offer to buy any security or interest in any fund. Any offering is made only through definitive documents provided to qualified persons, and only in jurisdictions where the offering is lawful.
Information on this site is not directed to any person in a jurisdiction where such a communication would be unlawful. You are responsible for knowing the laws that apply to you and for complying with them. Do not rely on this website as the basis for an investment decision.
5. Subscription and Onboarding
To begin a subscription, you submit the documents we provide along with the information we request. We review the packet, verify the entity and the signer, confirm the source of funds, and issue wire instructions. A subscription becomes effective only when we accept it in writing and the funds arrive as instructed.
You agree to provide accurate and complete information and to update it promptly if it changes. You agree that we may rely on the information you give us and that we may request additional documentation at any time as part of our verification duties. An incomplete or inaccurate packet may delay onboarding or lead us to decline the subscription.
6. Quarterly Allocations
We allocate income and expense across the pool on a fixed calendar. We calculate each partner share from the commitment and the days invested, and we release the figures only after they agree with the cash account. The calendar is published in advance, and we follow it.
Allocations are accounting entries that reflect the performance and the costs of the pool. They are not a promise of a distribution and they are not a guarantee of any particular result. You should read each statement with the schedule that accompanies it and ask questions if a figure is unclear.
7. Side-Pocket Accounting
Some holdings move slowly. When an asset does not belong in the liquid line, we set it into a side pocket and track it apart. A side pocket carries its own balance, its own valuation notes, and its own history, so the main pool reflects only the assets that can move freely.
Side-pocket holdings may remain set apart for an extended period. Their value may change, and the eventual outcome may be more or less than the carrying value recorded in the notes. You acknowledge that side pockets are a feature of prudent administration and that they may delay the liquidity of a portion of your interest.
8. Investor Reporting
We issue statements each quarter covering contributions, withdrawals, allocations, fees, side-pocket balances, and your ending interest. Each total traces to a source document that we can produce on request. Annual packages add a schedule of the full year and a reconciliation to the books.
We write in direct language and we avoid buried footnotes. If you believe a statement contains an error, contact us promptly. We will review the worksheet, explain the figure, and correct the record when a correction is warranted. A question raised early is easier to resolve than one raised late.
9. Audit Trail Preparation
We assemble the evidence for the fund as the year moves. Signed consents, bank confirmations, allocation worksheets, valuation notes, and correspondence are filed under a single index. When an examiner or an accountant requests records, we deliver a complete and ordered set.
You agree to cooperate with reasonable requests for information that support the audit trail. Complete records protect every partner, and your prompt response helps us keep the file whole. We may keep audit materials for the period that law and accounting practice require, even after a relationship ends.
10. Redemption and Transfers
A redemption begins with a written request. We confirm the notice period in the operating agreement and test the request against pool liquidity. When both conditions clear, we process the redemption and document each step. A transfer of interest follows a similar path, with additional review of the assignment language and the required consents.
We may suspend or delay a redemption when processing it would harm the remaining partners, when the fund lacks liquidity, when required consents are missing, or when the law or the operating agreement requires a hold. In such a case we will explain the reason and the expected path forward.
11. Permitted Use of This Website
You may use this website for lawful purposes and in a manner that does not impair the site or interfere with any other person use of it. You agree not to attempt to gain unauthorized access to any system, not to introduce malicious code, and not to scrape or harvest data in a way that burdens our infrastructure.
You agree not to misrepresent your identity, not to use the site to transmit unlawful material, and not to use content from the site in a way that infringes the rights of BDF FUND, LLC or any third party. We may restrict or block access to any user who violates these rules.
12. Intellectual Property
The content on this website, including text, layout, graphics, and the visual design, is owned by BDF FUND, LLC or used with permission. The name BDF FUND, LLC, the BDF Fund name, and the associated marks are the property of the firm. You may view the site and print a copy for personal reference.
You may not copy, modify, distribute, republish, or create derivative works from our content for commercial purposes without our written permission. All rights not expressly granted in these terms are reserved. Nothing in these terms transfers any ownership interest in our content to you.
13. Partner Obligations
As a partner or a prospective partner, you agree to provide truthful information, to maintain the confidentiality of materials we mark as confidential, and to use the statements and reports we issue only for their intended purpose. You agree to notify us promptly of any change in your contact details, your entity structure, or your authority to act.
You agree not to use information about the fund or about other partners for any improper purpose. If you become aware of a breach of these obligations, you agree to report it to us so that we can take appropriate steps to protect the fund and the affected persons.
14. Fees and Expenses
The fees and expenses that apply to a partnership are set in the operating agreement and the related documents. Those documents describe the management fee, any administrative costs, and the treatment of fund expenses. This website does not change those amounts.
Where a fee applies, we calculate it under the governing documents and we show it on the statements we issue. If you have a question about how a fee was computed, contact us and we will walk through the calculation with you. We do not add fees that the documents do not authorize.
15. No Investment, Legal or Tax Advice
BDF FUND, LLC provides fund administration. We do not provide investment advice, legal advice, or tax advice, and nothing on this website should be read as such advice. We do not recommend any security, any strategy, or any course of action to any person.
You should consult your own qualified advisors before making a decision about a subscription, a redemption, or a transfer. Your circumstances are specific to you, and only your own advisors can evaluate them. Our role is to administer the fund faithfully under the documents you sign.
16. Risk Acknowledgment
Investing in private capital involves risk. You may lose some or all of the capital you commit. Holdings may decline in value, may become illiquid, and may remain in a side pocket for a long period. Income is not guaranteed, and a past result does not indicate a future result.
By entering a subscription, you acknowledge that you understand these risks and that you are able to bear them. You acknowledge that you have had the opportunity to ask questions and to review the governing documents with your own advisors before you committed capital.
17. Disclaimers
This website and its content are provided on an as available basis. To the fullest extent permitted by law, BDF FUND, LLC disclaims all warranties, whether express or implied, including any warranty of merchantability, fitness for a particular purpose, and non infringement. We do not warrant that the site will be uninterrupted, error free, or free of harmful components.
We work to keep the information on this site accurate and current, but we do not warrant that every page is complete or up to date at the moment you read it. You use the site at your own risk and you rely on its content at your own discretion.
18. Limitation of Liability
To the fullest extent permitted by law, BDF FUND, LLC and its members, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of this website or from your reliance on its content. This limitation applies even if we have been advised of the possibility of such damages.
Nothing in these terms limits any liability that cannot be limited under applicable law, and nothing in these terms limits your rights under the operating agreement that governs your interest in the fund. Where a court finds a limitation unenforceable, the remaining limitations continue in force.
19. Indemnification
You agree to indemnify and hold harmless BDF FUND, LLC and its members, officers, employees, and agents from any claim, loss, liability, or expense that arises from your breach of these terms, your misuse of the website, or your violation of any law or the rights of another person.
This obligation survives the end of your relationship with the firm and the end of your use of the website. We will notify you of any claim that falls within this section and we may participate in the defense of that claim through counsel of our choosing.
20. Termination and Suspension
We may suspend or terminate your access to this website at any time if we believe you have violated these terms or if we are required to do so by law. We may also suspend a subscription or an administrative service under the terms of the operating agreement or when we must act to protect the fund.
Ending your use of the website does not end the obligations that arose while you used it, and it does not affect a signed agreement that remains in force. The sections of these terms that by their nature should survive termination will continue to apply.
21. Governing Law and Disputes
These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. Any dispute that arises under these terms will be brought in a court of competent jurisdiction in Utah, and you consent to venue in that forum.
Before filing a formal action, we ask that you contact us so that we can attempt to resolve the matter directly. A conversation early often saves both sides time and expense. Where the operating agreement sets a different dispute process for a partnership matter, that process controls for that matter.
22. Changes to These Terms
We may update these Terms of Service from time to time. When we make a material change, we post the updated terms on this page and revise the last updated date at the top. We may also notify partners by email or by a notice on the website when the change is significant.
Your continued use of the website after a change takes effect means that you accept the updated terms. If you do not agree with a change, please stop using the website and contact us to discuss any agreement that remains in force between us.
23. How to Contact Us
If you have a question about these Terms of Service, please contact BDF FUND, LLC using the details below. We answer written inquiries within one business day and we keep a record of every question and every answer.
When you write to us about these terms, include enough detail for us to identify your matter, such as the name on your file and the email address you have used. We will confirm receipt and respond as promptly as we can.
Our commitment: BDF FUND, LLC keeps its terms like it keeps its wall. Every course is set level, every line is counted, and every promise holds through the seasons.