Form D · Hedge Fund

GEODE CAPITAL OFFSHORE FUND LTD.

Hamilton, D0 · CIK 0001310758

Offering snapshot reported Mar 2, 2020 · SEC filing

Reported sold: $295M
Investors reported: 16
Minimum accepted: $100K
First sale: Dec 1, 2004

Fundraising history

Reported sold

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

Reported sold$274,694,253 → $295,318,757
Reported investors15 → 16

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
Mar 2, 2020	Amendment	$295,318,757	$20,624,504vs Mar 1, 2019	16	SEC filing
Mar 1, 2019	Amendment	$274,694,253	$77,191,146vs Mar 2, 2018	15	SEC filing
Mar 2, 2018	Amendment	$197,503,107	$181,740,751vs Mar 3, 2017	5	SEC filing
Mar 3, 2017	Amendment	$15,762,356	$0vs Apr 1, 2015	1	SEC filing
Mar 4, 2016	Amendment	$15,762,356	$0vs Apr 1, 2015	1	SEC filing
Apr 1, 2015	Amendment	$15,762,356	No comparison	1	SEC filing
Jan 13, 2005	Paper	Not reported	No comparison	Not reported

Offering details

Securities: Pooled investment fund, Other
Exemptions: 06b, 3C.7
Duration over one year: Yes
Business combination: No

Sales commissions: $193K (estimated)
Finders' fees: $0
Form D file number: 021-71650

The total amount sold and the number of investors do not take withdrawals and/or redemptions into consideration.

The Issuer consists of the following segregated accounts: (i) Geode Diversified Fund,(ii) Geode Global Dynamic Market Neutral Fund & (iii)Geode Multi Asset Premia Fund. The minimum investment amount may be waived by the Board but not below $100,000.

Sales compensation recipients

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Recipient	CRD	Associated broker-dealer
None	None	Fidelity Investments Canada ULC

Source: Form D, filed Mar 2, 2020. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

GEODE DIVERSIFIED FUND, A SEGREGATED ACCOUNT OF GEODE CAPITAL OFFSHORE FUND LTD.

Investment adviser: GEODE CAPITAL MANAGEMENT LP

Gross asset value: $4.87M
Beneficial owners: 0
ADV minimum commitment: $5M

Reported in Form ADV on Mar 31, 2021. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator CONYERS MANAGEMENT (BERMUDA) LIMITED HAMILTON, Bermuda Investor statements: No (provided to no investors) Related to adviser: No

Fund administrator MORGAN STANLEY FUND SERVICES (CAYMAN) LTD DUBLIN, Ireland Investor statements: Yes (provided to all investors) Related to adviser: No

Auditor PRICEWATERHOUSECOOPERS LLP BOSTON, Massachusetts, United States

Custodian THE NORTHERN TRUST INTERNATIONAL BANKING CORP. JERSEY CITY, New Jersey, United States Related to adviser: No

Provider details

Annual audit: Yes
Prime brokers: No
Custodians: Yes
Administrator other than the adviser: Yes
External marketing: No

PRICEWATERHOUSECOOPERS LLP
PCAOB 238

THE NORTHERN TRUST INTERNATIONAL BANKING CORP.
LEI 6PTKHDJ8HDUF78PFWH30

Filing source

Form ADV 1505834 · Mar 31, 2021 · Schedule D 7.B.(1), fund 805-1296236156

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
Name	Reported role
Geode Capital Management Lp	Promoter
N/A Geode Capital Management Lp	Promoter
James Keyes	Director
Jeffrey S. Miller	Director, Executive
Paul Stevenson	Director

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

C/O Conyers Corporate Services (Bermuda) Clarendon House, 2 Church Street
Hamilton, D0, HM 11