Terms & Conditions of Use


Agreement to Terms of Use


Please read the following terms and conditions (“Terms of Use”) before using Carmel Partners, Inc.’s (together with its affiliates, “Carmel”) portal (the “Portal”). Your access to and use of the Portal is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and Carmel. The Portal is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Portal is not available to persons under age 18.


By clicking agree upon entering the Portal, you indicated that:

  1. you are, or are authorized to act on behalf of, a current or prospective investor to which the ID and password you used to log in were assigned by Carmel;
  2. are: (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended; and (ii) a “qualified purchaser” within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, as defined in section 2(a)(51) of such Act;
  3. you are not accessing the Portal from a jurisdiction in which an investment vehicle sponsored or managed by Carmel (each, a “Carmel Partners Fund”) may not be lawfully marketed and under laws applicable to you where you are located, you are a person to whom information about interests in an applicable Carmel Partners Fund may be lawfully communicated, and a person to whom such interests may be marketed, by means of this Portal;
  4. you agree that the foregoing terms, conditions and obligations shall be deemed repeated and reaffirmed as of each time you access the Portal;
  5. you have reviewed and agree to abide by, without qualification, each of the terms set forth in the Terms of Use, which shall be legally binding on you; and
  6. If you are a non-U.S. investor, please read the “Notice to Users in Certain Non-U.S. Jurisdictions” at the end.

If you do not approve and accept these Terms of Use without qualification, you should exit the Portal immediately.


Confidentiality


The information contained in this Portal, including any attachments (collectively, "Workspace Data") is confidential and proprietary. The Workspace Data is being provided to you subject to the terms of this confidentiality agreement and to the other applicable provisions of the agreements to which you are or may become party or any offering or other materials to which you may have access herein. By clicking agree, you acknowledge and agree to strictly maintain the confidentiality of all Workspace Data, and agree that the Workspace Data is provided to you on a strictly confidential basis, for informational purposes only, on the terms set out below and in reliance on the representations made by you.


The Workspace Data may not be disclosed, reproduced, used or distributed, in whole or in part, to any person in any way who is not directly involved with your review or evaluation of an applicable Carmel Partners Fund without the express prior written consent of Carmel. Your access to the Workspace Data may be revoked at any time without any reason.


You hereby acknowledge and agree that you will and will cause your representatives and advisors (a) to keep the Workspace Data strictly confidential and not disclose, disseminate, reproduce or redistribute any Workspace Data in any format without the express written approval of Carmel, (b) upon request of Carmel, to promptly return to Carmel any Workspace Data that you have downloaded or accessed, including any notes based on the Workspace Data and (c) in the event you or any of your representatives or advisors become legally required to disclose any Workspace Data, to promptly notify Carmel in writing of such requirement prior to any such disclosure and to use reasonable best efforts to obtain a protective order or other appropriate remedy (or, at Carmel’s request, assist it in seeking a protective order or other appropriate remedy) to prevent the disclosure of the Workspace Data. In the event that a protective order or other remedy is not obtained pursuant to clause (c) above, you agree to use reasonable best efforts to obtain assurance that confidential treatment will be accorded to the Workspace Data disclosed.


Not an Offer


You have been provided access to the Workspace Data for informational purposes only and the provision of such access does not constitute an offer to sell or a solicitation of an offer to buy interests in any Carmel Partners Fund. Any such offer or solicitation, if made, may be made only pursuant to the confidential private placement memorandum of the applicable Carmel Partners Fund (as amended and/or supplemented from time to time, and including, without limitation, any legends contained therein, the “Memorandum”) and such Carmel Partners Fund’s constituent documents, which will prevail in case of conflict. The Workspace Data is qualified in its entirety by reference to the applicable Memorandum, which contains or will contain information about the investment objectives, terms and conditions of an investment in the applicable Carmel Partners Fund, as well as certain tax information, risk disclosures and information about conflicts of interest, and should be read carefully before subscribing for interests in the applicable Carmel Partners Fund. An investment in any Carmel Partners Fund entails a high degree of risk, and no assurance can be given that such Carmel Partners Fund’s investment objectives will be achieved or that investors will receive a return of their capital contributions.


No person has been authorized to make any statement concerning any Carmel Partners Fund other than as set forth in the applicable Memorandum, and any statements made that are not contained therein may not be relied upon. Prospective investors should have the financial ability and willingness to accept the risks and lack of liquidity that are characteristic of the investment in a Carmel Partners Fund. There will be no public market for interests in a Carmel Partners Fund, and such interests, subject to certain limited exceptions, will not be transferable.


Offers and sales of interests in any Carmel Partners Fund will not be registered under the laws of any jurisdiction and will be made solely to persons that are both “qualified purchasers” (within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, and as defined in section 2(a)(51) of such Act) and “accredited investors” (as defined in Regulation D under the U.S. Securities Act of 1933, as amended).


None of the Workspace Data has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority, subject to any disclosure to the contrary in the Memorandum. No governmental authority has passed on the merits of any Carmel Partners Fund offering or the adequacy of the Workspace Data. Any representation to the contrary is unlawful.


The Workspace Data is intended only for persons resident in jurisdictions where access would not be contrary to applicable laws or regulations. Interests in a Carmel Partners Fund may not be eligible for sale in some states or countries. You should inform yourself as to the legal requirements and tax consequences of an investment in a Carmel Partners Fund within the countries of your citizenship, residence, domicile and place of business.


No Advice


No person should construe the Workspace Data as legal, tax, accounting, investment or other advice. Any decision to invest in a Carmel Partners Fund should be made after reviewing the applicable Memorandum and constituent documents, making your own inquiries, investigations and evaluations and consulting your own advisors as to the legal, tax, financial and investment implications of an investment in such Carmel Partners Fund in order to make an independent determination of the suitability and consequences of an investment in such Carmel Partners Fund. Carmel does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Workspace Data. You should carefully review the detailed discussion in the risk factors and potential conflicts of interest section of the applicable Carmel Partners Fund’s Memorandum.


No Recommendation of Securities


References to investments in the Workspace Data are presented to illustrate the application of Carmel’s investment process only and should not be considered a recommendation, statement of opinion or endorsement.


Date of Materials; Information Sources


Unless otherwise indicated, the Workspace Data is dated as of date indicated therein and will not be updated or otherwise revised to reflect information that may subsequently become available or changes occurring after such date. The posting of Workspace Data does not imply that the information contained therein is correct as of any time subsequent to the date indicated thereon. In addition, certain information contained in the Workspace Data (which may include economic and market information) has been obtained from sources prepared by third parties and other publicly available sources, which in certain cases have not been updated. While such information is believed to be reliable, Carmel does not assume any responsibility for the accuracy or completeness of such information and such information has not been independently verified by Carmel. Carmel reserves the right to amend or replace any of the Workspace Data at any time, but is under no obligation to update, or notify recipients of any subsequent update to, any of the Workspace Data.


Forward-Looking Information


Certain information contained in the Workspace Data may constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “estimate,” “intend,” “continue,” or “believe,” the negatives thereof, other variations thereon or comparable terminology. Actual events or the actual performance of any Carmel Partners Fund or its investments may differ materially from those contemplated in such forward-looking statements. You should pay close attention to the assumptions underlying the analyses and forecasts (if any) contained in the Workspace Data. Although such assumptions are believed to be reasonable in light of the information presently available, they have been prepared based on analyses made by Carmel, which, by necessity contain certain assumptions and forecasts of unknowable future events, including interest rates, capitalization rates, occupancy rates, market conditions and the ability to source and make acquisitions that meet the investment objectives of a Carmel Partners Fund. Such assumptions (and the analyses, targets and/or forecasts) may require modification as additional information becomes available and as economic and market developments warrant; Carmel is under no obligation to make such modifications. Nothing contained in the Workspace Data may be relied upon as a guarantee, promise, assurance or a representation as to the future.


Return Information


Information regarding investment returns in the Workspace Data may not reflect deductions of expenses, management fees and carried interest, which may be substantial. Financial information in the Workspace Data, including valuations and internal rates of return figures, have been produced using varying procedures, assumptions and methodologies. In the case of portfolios of realized and unrealized investments, the return information is based on the actual distributions and contributions and estimated liquidation values as of the calculation date. While Carmel believes that the estimates are based on reasonable assumptions, actual results will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, and may vary materially from the estimates indicated in the Workspace Data and the variations may be significant.


As used throughout the Workspace Data and unless otherwise indicated, “Gross IRR/Gross Multiple” reflect gross fund- or asset-level returns after reduction for any allocated interest expense associated with credit facility borrowings, but before reduction for management fees, general partner carried interest (both realized and assumed at liquidation) and other fund-level expenses. In addition, calculations of Gross IRR use the date of contribution by investors to an applicable Carmel Partners Fund for each relevant investment (i.e., the due date for the capital call notice or the date that the applicable capital contributions were made). A Carmel Partners Fund may fund investments by drawing under such Carmel Partners Fund’s credit facility in advance of calling capital from investors. Therefore, if calculations of Gross IRR used the date of each investment rather than the date of each contribution by investors, then Gross IRR would be lower. The Gross Multiple is calculated by taking total distributions divided by the total contributed equity.


“Net IRR/Net Multiple” reflect net fund-level returns after reduction for allocated interest expense associated with credit facility borrowings, and reduction for management fees, general partner carried interest (both realized and assumed at liquidation) and other fund-level expenses. In addition, calculations of Net IRR use the date of contribution by investors to an applicable Camel Fund for each relevant investment (i.e., the due date for the capital call notice or the date that the applicable capital contributions were made). A Carmel Partners Fund may fund investments by drawing under such Carmel Partners Fund’s credit facility in advance of calling capital from investors. Therefore, if calculations of Net IRR used the date of each investment rather than the date of each contribution by investors, then Net IRR would be lower. The Net Multiple is calculated by taking the net distributions divided by the total contributed equity.


You should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that comparable results will be achieved, that target returns will be met or that a Carmel Partners Fund will be able to implement its investment strategies or achieve its investment objectives. Prospective investors are encouraged to contact Carmel representatives to discuss the procedures, assumptions and methodologies used to calculate the investment returns and other information provided on this Portal.


Collection of Information


This Portal automatically collects and stores its users’ information, including its users’ non-public, personally identifiable information when users interact on and with the website including, but not limited to, Internet Protocol (IP) addresses of users' computers, usernames and organizations of users, website pages visited and the date and time of usage of this website (including time spent on each website page) (collectively “Automatically Collected Information”).


Carmel may use Automatically Collected Information to understand how users as a group use the services and resources provided on the Portal. This way, Carmel knows which areas of this Portal are favored by users and which areas need improvement. Carmel may provide such reports to Carmel’s affiliates and agents.


In order to allow this website to recognize individual users' service settings, cookies will be used. You can set your browser to notify you when you receive a cookie and to decline to accept it. If your browser denies Carmel’s cookies, however, you may not be able to use the services provided on the Portal successfully.


As between you and Carmel, Carmel has all right, title and interest in any Automatically Collected Information and in any other content collected, displayed, stored and archived on this Portal.


Risk Factors


An investment in any Carmel Partners Fund will involve significant risks. Certain significant risks are described in the applicable Carmel Partners Fund’s Memorandum. For additional information, you are strongly encouraged to read the applicable Memorandum and pay particular attention to the description of certain risk factors and potential conflicts of interest that are contained therein.


DISCLAIMERS AND LIMITATION OF LIABILITY


THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS PORTAL MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY CARMEL OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.


CARMEL AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE PORTAL MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.


YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE PORTAL. IN NO EVENT SHALL CARMEL AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS PORTAL OR WITH THE DELAY OR INABILITY TO USE THIS PORTAL, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS PORTAL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CARMEL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


CARMEL AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE PORTAL SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE PORTAL.


Ownership of Content


The Portal and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of Carmel and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Portal are proprietary to Carmel, including all registered and unregistered trademarks and service marks of Carmel. Your use of any Content without Carmel's express written permission is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Carmel's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of Carmel.


No Unlawful or Prohibited Use


As a condition to your use of the Portal, you represent and warrant to, and agree with, Carmel that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms of Use.


General


You agree that no joint venture, partnership, employment or agency relationship exists between you and Carmel as a result of these Terms of Use or use of the Portal.


Carmel’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of Carmel’s right to comply with law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by Carmel with respect to such use.


If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.


By reviewing or using the information on the Portal after accessing the Portal, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Portal in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as Carmel may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.


These Terms of Use constitute the entire agreement between you and Carmel with respect to the Portal and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Carmel with respect to the Portal.


You agree to be bound by any agreement or consent you transmit to or through the Portal via any media or electronic device, including internet, telephone and wireless devices.


Notice to Users in Certain Non-U.S. Jurisdictions


Australia


The information and materials contained in this Portal (collectively, the “Materials”) do not constitute an offer of any limited partner interests (the “Interest”) in Carmel Partners Investment Fund VIII, L.P. (the “Fund”). The Interests are only being offered in circumstances under which no disclosure is required under Part 6D or Part 7.9 of the Corporations Act 2001 (Cth) (the “Corporations Act”). Any offer of the Interests does not purport to be an offer of the Interests in circumstances under which disclosure is required under Part 6D or Part 7.9 of the Corporations Act and will only be made to persons who qualify as a “wholesale client”, a “sophisticated investor” or a “professional investor” (in each case, as defined in the Corporations Act). The Fund is not, and is not required to be, registered in Australia as a managed investment scheme. This document is not a prospectus or product disclosure statement, and does not contain all of the information which would be required in a prospectus or product disclosure statement. The Materials will not be, and are not required to be, lodged with the Australian Securities and Investments Commission.


Bahrain


The Materials have not been reviewed by, registered with or filed with the Central Bank of Bahrain. The Materials may not be circulated within the Kingdom of Bahrain, the Interests may not be offered for subscription or sold, directly or indirectly, and no invitation or offer to subscribe for the Interests may be made, to persons in the Kingdom of Bahrain. The Central Bank of Bahrain is not responsible for the performance of the Fund or its sponsor.


Brunei


The Materials are not a private placement memorandum and, as such, it is not and shall not be construed as an offer to sell or an invitation or solicitation of an offer to buy or subscribe for any Interests to the public or any class or section thereof in Brunei Darussalam and is for information purposes only. The Materials, and any other document, circular, notice or other materials issued in connection therewith, shall not be distributed or redistributed, published or advertised, directly or indirectly, to, and shall not be relied upon or used by, the public or any member of the public in Brunei Darussalam. All offers, acceptances subscriptions, sales, and allotments of the Interests or any part thereof shall be made outside Brunei Darussalam. The Materials and the Interests have not been delivered to, registered with, or licensed or approved by the Autoriti Monetari Brunei Darussalam, the authority designated under the Securities Markets Order, 2013 or by any other government agency, or under any other law, in Brunei Darussalam. Nothing in the Materials shall constitute legal, tax, accounting or investment advice. The recipient should independently evaluate any specific investment in consultation with professional advisors in law, tax, accounting and investments.


Denmark


The Materials may not be made available, and the Interests may not be marketed or offered for sale, directly or indirectly, to any natural or legal person in Denmark prior to the Finanstilsynet granting a marketing license to market the Interests to professional investors, as defined in the Danish AIFM Act (Consolidated Act. No. 1074 of 6 July 2016, as amended) (“Professional Investors”), pursuant to Executive Order No. 798 of 26 June 2014 on authorization for alternative investment fund managers to market alternative investment funds established in a third country in Denmark. Following the granting of such marketing license, the Interests may be offered to Professional Investors. No interests in any fund vehicle referenced in the Materials have been or are intended to be listed on a Danish regulated market.


To the extent that the Materials provides information on fund vehicles other than the Fund, such information is for investor disclosure purposes only. The interests in any such other fund vehicles may not be marketed, or offered for sale, to prospective investors in Denmark and the Manager will not accept any subscription for any such interests from any investor in Denmark, unless otherwise permitted in accordance with Danish law.


Dubai International Fiinancial Centre


By receiving the Materials, the person or entity to whom it has been issued understands, acknowledges and agrees that the Materials, the offering and the Interests relate to the Fund, which is a foreign investment fund. The Fund is not subject to any form of regulation by the Dubai International Financial Centre (the “DIFC”) or the Dubai Financial Services Authority (the “DFSA”). None of the Fund, the Materials, the offering or the Interests have been approved, registered, recognized or licensed by the DIFC or the DFSA.


Neither the DIFC nor the DFSA has any responsibility for reviewing or verifying the Materials or any other memorandum, document or information relating to the Fund. Accordingly, neither the DIFC nor the DFSA has approved the Materials or any other related document or taken any steps to verify the information set out in the Materials and has no responsibility for it.


The Interests may be illiquid and subject to restrictions on their resale. Prospective purchasers of the Interests should conduct their own due diligence on the Interests.


If you do not understand the contents of the Materials, you should consult an authorized financial advisor.


The Materials are intended only for prospective investors who: (a) are “Professional Clients” for the purposes of, and as defined in, the DFSA Rulebook and (b) can make a minimum subscription of at least US$50,000 as specified in the DIFC Collective Investment Law and the DIFC Collective Investment Rules, and must not therefore be delivered to, or relied on by (i) a potential investor who is a “Retail Client” for the purposes of, and as defined in, the DFSA Rulebook, or (ii) a Professional Client not able to make such minimum subscription.


Finland


The Materials will be offered in Finland exclusively to investors qualifying as “professional clients” (Fi: ammattimainen asiakas) as defined in the Finnish Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitajista, 162/2014, as amended). The Materials may only be made available in Finland once the Fund has been notified to the Finnish Financial Supervisory Authority (Fi: Finanssivalvonta, the “FIN-FSA”) for marketing to professional clients in Finland. Prospective investors should acknowledge that the Materials are not a prospectus within the meaning of the Finnish Securities Markets Act (Fi: arvopaperimarkkinalaki, 746/2012, as amended, the “SMA”). If the Interests were to be construed as “securities” as defined in the SMA, based on the exemptions set forth in the SMA, the offering of the Interests would only be carried out in Finland under the condition that it is exempted from the prospectus requirements of the SMA. The Materials have been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of the Interests. The Materials are strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly.


Germany


The contents of the Materials have not been verified by the German Federal Financial Supervisory Authority (Bundesantstalt für Finanzdienstleistungsaufsicht, “BaFin”).


The Interests may only be marketed or acquired within Germany in accordance with the German Capital Investment Act (Kapitalanlagegesetzbuch, “KAGB”) and any laws and regulations applicable in Germany governing the issue, offering, marketing and sale of the Interests.


The Interests may be marketed in Germany only to “professional investors” as defined in the KAGB and the Alternative Investment Fund Managers Directive (2011/61/EU).


The Interests must not be marketed in Germany, neither directly nor indirectly, to “semi-professional investors” and German private investors as defined in the KAGB.


Prospective German investors are strongly advised to consider possible tax consequences of an investment in the Fund and should consult their own tax advisors in that respect.


Notwithstanding the references to any fund vehicle other than the Fund or any interest in any such vehicle other than the Fund in the Materials, no interest other than the Interests are being offered hereby to prospective German investors. To the extent that the Materials provide information on fund vehicles other than the Fund, such information is for investor disclosure purposes only. The interests in any such other fund vehicle must not be marketed in Germany within the meaning of § 293 para. 1 KAGB.


Hong Kong


This Materials have not been approved by the Securities and Futures Commission in Hong Kong. Accordingly, the Interests may not be offered or sold in Hong Kong by means of the Materials or any other document other than to “professional investors” as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) or in other circumstances which do not constitute an offer to the public for the purposes of the Securities and Futures Ordinance.


The Materials are delivered only to the intended recipient thereof solely for the purpose of evaluating a possible investment in the Fund, and may not be used, copied, reproduced or distributed, in whole or in part, to any other person (other than professional advisors of such recipient). Subscriptions will not be accepted from any person other than the person to whom the Materials have been delivered.


Japan


No registration pursuant to article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of the Interests, on the grounds that the Interests are securities set forth in article 2, paragraph 2, item 6 of the FIEL and the small number private placement exemption for such securities applies to such solicitation since it does not fall under the category set forth in article 2, paragraph 3, item 3 of the FIEL.


The offering of the Interests is limited to and made only to (i) qualified institutional investors (“QIIs”) as defined in article 2, paragraph 3, item 1 of the FIEL and article 10 of the cabinet order regarding definitions under article 2 of the FIEL or (ii) a partnership fund whose interests are held only by QIIs, provided that total number of QIIs is less than ten for the Fund and no more than one-third of total capital of the Fund comes from such QIIs.


The Materials are confidential and are intended solely for the use of its recipient. Any duplication or redistribution of the Materials is prohibited. The recipient of the Materials, by accepting delivery thereof, agrees to return the Materials and all related documents to the Fund or its placement agent if the recipient elects not to purchase any of the Interests offered hereby or if requested earlier by the Fund or its placement agent. Neither the return of the principal amount invested nor the distribution of profit from the investment is guaranteed. An investment in the Interests involves certain risks of loss caused by fluctuation of interest rates, currency and other market factors, or the credit risk of the counterparties or relevant parties thereof. Prospective investors should read the terms of the investment carefully, in particular those relating to limitations on the period in which rights relating to such investment can be exercised.


Kuwait


The Materials are not for general circulation to the public in Kuwait. The Interests have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Interests in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Interests is being made in Kuwait, and no agreement relating to the sale of the Interests will be concluded in Kuwait. No marketing, solicitation or inducement activities are being used to offer or market the Interests in Kuwait.


Malaysia


No approval or recognition from the Securities Commission of Malaysia has been applied for or will be obtained for making available or offering for subscription or purchase or issuing an invitation to subscribe for or purchase the Interests under the Capital Markets and Services Act 2007. Accordingly, the Materials or any amendment or supplement hereto or any other invitation, advertisement, offering document or other document in relation to the Fund may not be issued or distributed in Malaysia directly or indirectly for the purpose of any offer of the Interests and no person may offer for subscription or purchase any of the Interests directly or indirectly to anyone in Malaysia.


The Netherlands


The Interests in the Fund are offered under Section 1:13b of the Dutch Financial Supervision Act (Wet op het financieel toezicht, “Wft”). In accordance with this provision, the Manager has notified the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, “AFM”) of its intention to offer the Interests in the Fund in the Netherlands. The Materials are not addressed to or intended for, and the Interests may not, directly or indirectly, be offered, sold, transferred or delivered to or by, individuals or entities in the Netherlands other than individuals or entities that are qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 Wft. As a consequence, (i) none of the General Partner, the Manager or the Fund is subject to the license requirement for investment institutions or their managers contained in the Wft, (ii) none of the General Partner, the Manager or the Fund is subject to supervision by the Dutch Central Bank (De Nederlandsche Bank) or the AFM, and (iii) the Materials re not subject to approval by the AFM. In addition, no approved prospectus has to be published in the Netherlands pursuant to Article 3 of Directive 2003/71/EC (the EU Prospectus Directive) as amended and implemented in Netherlands law. The Manager is solely subject to ongoing regulatory requirements pursuant to Article 42 of the AIFMD as implemented in Netherlands law.


To the extent that the Materials provide information on fund vehicles other than the Fund, such information is for investor disclosure purposes only. The interests in any such other fund vehicles are not and shall not be marketed, or offered for sale, to prospective investors in the Netherlands and the Manager will not accept any subscription for any such interests from any investor in the Netherlands, unless otherwise permitted in accordance with Netherlands law.


Oman


The information contained in the Materials are confidential and for your information only and nothing in the Materials is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. The Materials neither constitute an offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 18/2019 as amended) or the Capital Market Law of Oman (Royal Decree 80/98 as amended), nor do the Materials constitute the marketing of non-Omani securities in the Sultanate of Oman as contemplated by the Executive Regulations to the Capital Market Law (issued pursuant to Decision No. 1/2009) (the “Executive Regulations”). The Interests have not and will not be listed on any stock exchange in the Sultanate of Oman. The Manager is not a licensed broker, dealer, financial advisor or investment advisor licensed under the laws applicable in the Sultanate of Oman, and, as such, does not advise potential investors in the Sultanate of Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products. Additionally, the Materials are not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the Sultanate of Oman and is not intended to constitute legal, tax, accounting or other professional advice in, or in respect of, the Sultanate of Oman. The recipient of the Materials acknowledges and agrees that neither the Materials nor the Fund has been registered or approved by the Central Bank of Oman, the Oman Ministry of Commerce, Industry and Investment Promotion, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, nor is the Manager authorised or licensed by the Central Bank of Oman, the Oman Ministry of Commerce, Industry and Investment Promotion, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, to market or sell the interests in the Fund within the Sultanate of Oman. Further, the recipient of the Materials represents that it is a sophisticated investor (as described in Article 139 (f) of the Executive Regulations) and has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in securities.


People's Republic of China


The Materials do not constitute a public offer of the Interests, whether by way of sale or subscription in the People’s Republic of China (the “PRC”). Restrictions exist on the offering, distribution, transfer and resale of the Interests within the PRC, and the Interests may not be offered, distributed or resold to the public in the PRC, or for the benefit of legal or natural persons in the PRC, without compliance with PRC law or prior approval from the PRC regulatory authorities. For the purposes of this paragraph, the PRC does not include Hong Kong, Macau or Taiwan.


Qatar and The Qatar Financial Centre


The Materials are provided on an exclusive basis to the specifically intended recipient thereof, upon such recipient’s request and initiative, and for such recipient’s personal use only.


Nothing in the Materials constitutes, is intended to constitute, shall be treated as constituting or shall be deemed to constitute any offer or sale of securities in the State of Qatar or in the Qatar Financial Centre, or the inward marketing of an investment fund or an attempt to do business, as a bank, an investment company or otherwise in the State of Qatar or in the Qatar Financial Centre.


Neither the Materials nor the Interests have been approved, registered or licensed by the Qatar Central Bank, the Qatar Financial Centre Regulatory Authority, the Qatar Financial Markets Authority or any other regulator in the State of Qatar or the Qatar Financial Centre.


Neither the Materials nor any related documents have been reviewed or approved by the Qatar Financial Centre Regulatory Authority or the Qatar Central Bank.


Recourse against the Fund, and those involved with it, may be limited or difficult and may have to be pursued in a jurisdiction outside Qatar and the Qatar Financial Centre.


Any distribution of the Materials by the recipient to third parties in Qatar or the Qatar Financial Centre in breach of the terms hereof is not authorized and shall be at the liability of such recipient.


Saudi Arabia


By receiving the Materials, the person or entity to whom it has been issued understands, acknowledges and agrees that the Materials have not been approved by the Capital Market Authority or any other authority in the Kingdom of Saudi Arabia, nor has the General Partner, the Manager or any of their affiliates received authorization from, or been licensed by, the Capital Market Authority or any other authority in the Kingdom of Saudi Arabia to market or sell the Interests within the Kingdom of Saudi Arabia. Therefore, the Interests may not be marketed or sold in the Kingdom of Saudi Arabia, and no services relating to the offering, including the receipt of the Materials or the subscription agreement for the Interests, shall be rendered within the Kingdom of Saudi Arabia by any person.


Singapore


The Materials have not been registered as a prospectus with the Monetary Authority of Singapore. The offer or intended offer does not relate to a collective investment scheme which is authorized under Section 286 of the Securities and Futures Act, Chapter 289 of Singapore (as amended from time to time, and including any applicable subsidiary legislation thereto, the “SFA”) or recognized under Section 287 of the SFA. Accordingly, the Materials and any other documents or materials in connection with the offer or sale, or invitation for the subscription for or purchase, of the Interests, may not be circulated or distributed, nor may the Interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than to an institutional investor pursuant to Section 304 of the SFA.


South Korea


The Fund makes no representation with respect to the eligibility of any recipients of the Materials to acquire the Interests under the laws of Korea, including, without limitation, the Foreign Exchange Transaction Law and Regulations thereunder. The Interests have not been registered for public offering with the Financial Services Commission of Korea (the “FSC”) in Korea under the Financial Investment Services and Capital Markets Act of Korea, and the Interests may not be offered, sold or delivered, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea. Furthermore, the Interests may not be resold to Korean residents unless the purchaser of the Interests complies with all applicable regulatory requirements (including, without limitation, governmental approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the Interests.


Sweden


The Materials have not been, nor will the Materials be, registered with, or approved by, Finansinspektionen, the Swedish financial supervisory authority. Accordingly, the Materials may not be made available, nor may the Interests offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Accordingly, the offering of Interests will only be directed to persons in Sweden who subscribe for Interests for a total consideration of at least €100,000 per investor. The Materials will only be made available in Sweden once the Manager has been granted authorization by Finansinspektionen to market the Fund in Sweden in accordance with the Act (2013:561) regarding Managers of Alternative Investment Funds (Sw. lag (2013:561) om förvaltare av alternativa investeringsfonder) (the “AIFMD Act”). The Materials will not be made available, nor will the Interests be marketed and offered for sale, in Sweden to prospective investors that do not qualify as professional investors under the AIFMD Act.


To the extent that the Materials provided information on fund vehicles other than the Fund, such information is for investor disclosure purposes only. The interests in any such other fund vehicles may not be marketed, or offered for sale, to prospective investors in Sweden and the Manager will not accept any subscription for any such interests from any investor in Sweden, unless otherwise permitted in accordance with Swedish law.


Switzerland


Under the Collective Investment Schemes Act dated 23 June 2006 and revised on 28 September 2012 (the “CISA”), the offering, sale and distribution to investors other than qualified investors of units in a foreign collective investment scheme in or from Switzerland are subject to authorization by the Swiss Financial Market Supervisory Authority – FINMA and, in addition, the distribution to certain unregulated qualified investors of interests in such collective investment schemes may be subject to, inter alia, the prior appointment of a representative and a paying agent in Switzerland. Foreign collective investment schemes for these purposes include, inter alia, companies and other entities or schemes organized outside Switzerland (including those created on the basis of a collective investment contract or a contract of another type with similar effect) created for the purpose of collective investment, whether closed or open-end. There are reasonable grounds to believe that the Fund would be characterized as a foreign collective investment scheme under the CISA. Since the Fund has not been approved by the Swiss Financial Market Supervisory Authority - FINMA for distribution to investors other than qualified investors, any offering of the Interests, and any other form of solicitation of investors in relation to the Fund (including by way of circulation of offering materials or information, including the Materials), will be made to and directed at regulated qualified investors (“Regulated Qualified Investors”), as defined in Article 10 (3)(a) and (b) of the CISA. Accordingly, no Swiss representative or paying agent has been or will be appointed by the Fund pursuant to CISA. The Materials and/or any other offering materials relating to the Fund may be made available in Switzerland solely to Regulated Qualified Investors. Failure to comply with the above-mentioned requirements may constitute a breach of the CISA.


Taiwan (Republic of China)


The Materials have been prepared for private information for investors only. It has not been and will not be reviewed, approved by, or registered with the Financial Supervisory Commission or any other regulatory authorities in Taiwan. The Interests have not been and will not be registered or approved under applicable laws or regulations of Taiwan relating to public offerings or private placement in the territory of Taiwan. Thus, the Interests cannot be offered, distributed or resold in the territory of Taiwan.


The Materials and any other documents or materials in connection with the offering, sale, or invitation for subscription or purchase of the Interests may not be circulated or distributed publicly to investors in the territory of Taiwan, nor may it be used for, or otherwise be deemed, an offering, solicitation, marketing or advertisement of the Interests to the investors in the territory of Taiwan.


Investors shall consult with their own legal, tax, financial and other independent consultants to make their investment decisions. Investors shall review and understand the financial information, the offering memorandum and all other relevant documents (prepared in English or otherwise) prior to subscription. Investors acknowledge that the Interests are not suitable for investors who cannot bear relevant risks, and investors shall review the risk profiles before subscribing to the Interests.


United Arab Emirates (Excluding The Dubai International Financial Centre)


By receiving the Materials, the person or entity to whom it has been issued understands, acknowledges and agrees that the Materials and the Interests relate to the Fund, which is a foreign investment fund. The Fund is not subject to any form of regulation by the Central Bank of the United Arab Emirates (the “UAE”), the UAE Securities and Commodities Authority (the “SCA”) or any other authority in the UAE (collectively, the “UAE Regulatory Authorities”). The Fund is not registered or licensed by any of the UAE Regulatory Authorities, and no approval has been received from any of the UAE Regulatory Authorities to market, offer or sell the Interests in the UAE.


None of the UAE Regulatory Authorities has any responsibility in respect of the Materials and, accordingly, none of the UAE Regulatory Authorities has approved the Materials, taken any steps to verify the information set out herein or has any responsibility for it. In particular, the Materials have not been approved pursuant to SCA Board of Directors’ Chairman Decision No. (9/R.M) of 2016 Concerning the Regulations as to Mutual Funds and the Chairman of the SCA Board of Directors Decision No. 3/R.M. of 2017 Concerning the Organization of Promotion and Introduction issued by the SCA.


The offering of the Interests does not constitute a public offer of securities under applicable laws of the UAE and the Interests will not be admitted to trading on any stock exchange in the UAE. The Interests may not be offered or sold directly or indirectly to the public in the UAE.


No sale or subscription for any financial products or services will be consummated within the UAE pursuant to the Materials, other than a sale or subscription to Qualified Investors (as defined in The Chairman of the SCA Board of Directors Decision No. (37/R.M) of 2019).


The entity conducting the private placement of the Interests is not licensed as a financial consultant, investment company, fund manager, broker, dealer or advisor under applicable laws of the UAE, and it does not advise individuals resident in the UAE as to the appropriateness of investing in, purchasing or selling any financial product.


Nothing contained in the Materials are intended to constitute UAE investment, legal, tax, accounting or other professional advice. The Materials are for the information of prospective investors only and nothing in the Materials is intended to endorse or recommend a particular course of action. Prospective investors should seek appropriate professional advice. The offering, the Interests, the Fund and the Materials are subject to any changes in the laws of the UAE.


United Kingdom


The Materials may only be communicated (i) by a person other than an authorised person if directed only at (a) once an Article 42 form has been submitted to the Financial Conduct Authority (the “FCA”), persons who are “professional investors”, as defined in regulation 2(1) of the Alternative Investment Fund Managers Regulations 2013, as amended from time to time, or (b) persons to whom the Materials may otherwise lawfully be communicated; and (ii) by an authorised person if directed only at (a) once an Article 42 form has been submitted to the FCA, persons who are “professional investors”, as defined in regulation 2(1) of the Alternative Investment Fund Managers Regulations 2013, as amended from time to time, or (b) persons to whom the Materials may otherwise lawfully be communicated (the persons referred to in (i)(a) to (b) and (ii)(a) to (b) being referred to collectively as “relevant persons”). The Materials must not be acted on or relied on by persons who are not relevant persons. The Interests are available only to relevant persons.


The Materials are not a prospectus which has been approved by the Financial Conduct Authority or any other UK regulatory authority for the purposes of section 85 of the Financial Services and Markets Act 2000.