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Nothing on this site constitutes investment, tax, or legal advice, and no account has been taken of the objectives, financial situation, or particular needs of any recipient. The content is provided for general information only. Any decision to invest should be based solely on independent advice and your own assessment. The tax treatment of any investment referred to on this site depends on the individual circumstances of each investor and the jurisdiction in which they are resident or otherwise subject to tax, may be subject to change, and should be independently verified with a professional tax adviser in the relevant jurisdiction before any investment decision is made.
Prospective investors should also be aware that any fund or vehicle referred to on this site, and any intermediary through which an interest in it is held, may be required to collect, and report to tax authorities, information about investors and their tax residency under the US Foreign Account Tax Compliance Act ("FATCA") or the OECD Common Reporting Standard ("CRS"), as implemented in the relevant jurisdictions.
Where fund strategies are referred to, interests in such funds are offered only by way of a confidential private placement memorandum and related subscription documentation issued directly to qualifying investors, and not by means of this website. No reliance should be placed on this site in connection with any investment decision.
The Firm manages, and may in the future manage, multiple strategies and vehicles that invest across different parts of the capital structure or in related instruments, which may give rise to conflicts of interest between those strategies, vehicles, and their respective investors. Further conflicts may arise from personal investment or co-investment by the Firm's personnel alongside, or in a different capacity to, other investors, or from the allocation of investment opportunities between different strategies and vehicles. The Firm maintains policies designed to identify and manage such conflicts. Further information is available on request and, where relevant, is described in the applicable offering documentation.
No interest referred to on this site is being offered or made available to any person, or in any jurisdiction, where doing so would breach applicable sanctions, export control, or anti-money laundering laws, including sanctions administered by the UN Security Council, the UK, the European Union, the US Office of Foreign Assets Control, or other applicable authorities. The Firm may decline to proceed with any prospective investor for these reasons, or in order to satisfy its know-your-customer and anti-money laundering obligations, without giving reasons.
Access to this site may be restricted in certain jurisdictions, and it is the responsibility of each visitor to satisfy themselves that they are permitted to access this material under the laws applicable to them. Nothing on this site constitutes an offer to sell, or a solicitation of an offer to buy, any security or other financial instrument in any jurisdiction in which such offer or solicitation would be unlawful. This notice addresses the position in the jurisdictions set out below only. It does not purport to identify or satisfy the requirements of any other jurisdiction, and access from, or communication of this site's content in or into, any other jurisdiction remains the visitor's own responsibility. Each paragraph below is a summary only of the regime it describes, does not purport to be exhaustive of that jurisdiction's requirements, and does not constitute legal advice on the position in that jurisdiction. By proceeding past this notice, you agree to the terms set out below and confirm that you fall within the category of investor to whom this site's content may lawfully be communicated under the paragraph applicable to your jurisdiction.
United Kingdom: This site, and its content, constitutes a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). It has not been approved for general distribution and is directed only at persons to whom it may lawfully be communicated. Communication of this promotion is restricted to persons who fall within an exemption to section 21 under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, including investment professionals (article 19), certified high net worth individuals (article 48), high net worth companies, unincorporated associations and trusts (article 49), and certified or self-certified sophisticated investors (articles 50 and 50A).
Where fund interests are referred to on this site, they may constitute interests in an unregulated collective investment scheme and/or an alternative investment fund. To the extent any such interest is a collective investment scheme that is not authorised or recognised under FSMA, its promotion by an FCA-authorised person is further restricted under section 238 FSMA, communication being permitted only to persons falling within an equivalent exemption under the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001. In addition, its marketing within the UK is restricted to professional investors in accordance with the UK Alternative Investment Fund Managers Regulations 2013, and no UK key information document has been prepared under the UK's retained version of Regulation (EU) 1286/2014 (UK PRIIPs), or any successor regime, including the FCA's Consumer Composite Investments regime, on the basis that no interest referred to on this site is being made available to retail investors in the UK. Your status as a professional investor for these purposes will be separately verified, where relevant, before any subscription is accepted.
A person's status as a professional client under the FCA's Conduct of Business Sourcebook (COBS 3) is relevant to how the Firm would categorise that person for the purposes of any subsequent business conducted with them, but does not of itself constitute an exemption from the restrictions described above. This site is not directed at retail clients, as that term is defined in COBS 3, and nothing on it should be treated as an offer or invitation to the general public. A per se professional client generally includes regulated financial institutions, large undertakings meeting recognised size thresholds, national and regional governments, central banks, supranational or international institutions, and other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitisation of assets or other financing transactions. An elective professional client is any other client who has been assessed and formally categorised as such at their own request, having satisfied both the qualitative test (an assessment of the client's expertise, experience and knowledge) and at least two of the three limbs of the quantitative test set out in COBS 3.5.3R: (a) the client has carried out transactions of significant size on the relevant market at an average frequency of 10 per quarter over the previous four quarters, (b) the size of the client's financial instrument portfolio, defined as including cash deposits and financial instruments, exceeds €500,000, or (c) the client works or has worked in the financial sector for at least one year in a professional position requiring knowledge of the transactions or services envisaged. Individuals investing on their own account who have not been assessed and categorised in this way do not qualify. If you are uncertain of your status, you should not proceed.
United States: This site is not directed at, and no interest referred to on it is being offered or sold to, any person in the United States or any US person, as that term is defined in Regulation S under the US Securities Act of 1933 (the "Securities Act"), save as may otherwise be agreed by the Firm on a case-by-case basis in reliance on an available exemption from registration. Where a US feeder vehicle is available for a given strategy, an interest in that vehicle may, where the Firm agrees, be offered to persons in the United States solely in a transaction not involving a public offering, in reliance on the private placement exemption under Rule 506(b) of Regulation D under the Securities Act, and only to investors who are "accredited investors" within the meaning of Rule 501(a) of Regulation D, without the use of general solicitation or general advertising.
No interest referred to on this site has been or will be registered under the Securities Act or the securities laws of any US state, and no fund or feeder vehicle referred to on this site is, or is intended to be, registered as an investment company under the US Investment Company Act of 1940, in reliance on the exemption available under Section 3(c)(1) or Section 3(c)(7) of that Act, as applicable.
To the extent any strategy referred to on this site trades commodity interests within the meaning of the US Commodity Exchange Act, the operator of the relevant vehicle is exempt from registration as a commodity pool operator, or the vehicle is excluded from the definition of a commodity pool, in each case in reliance on an exemption or exclusion available under the rules of the US Commodity Futures Trading Commission, including the de minimis trading exemption under Rule 4.13(a)(3) or, where the operator is registered as a commodity pool operator, the disclosure and reporting relief available under Rule 4.7 for a pool offered solely to qualified eligible persons without marketing to the US public.
No interest referred to on this site is intended to be acquired with the assets of an employee benefit plan subject to Title I of the US Employee Retirement Income Security Act of 1974 ("ERISA"), a plan subject to Section 4975 of the US Internal Revenue Code, or an entity whose underlying assets include such plan assets by reason of the US Department of Labor's "plan assets" regulation, except where the Firm agrees to accept such an investor and any conditions the Firm imposes to limit or avoid "benefit plan investor" status under ERISA are satisfied.
Canada: Any interest referred to on this site is not being, and will not be, offered or sold in any province or territory of Canada except pursuant to the accredited investor exemption under National Instrument 45-106, Prospectus Exemptions, or another prospectus exemption available under applicable Canadian securities laws, and only by or through a person or entity permitted to make such an offer, including in reliance on the international dealer exemption under National Instrument 31-103, Registration Requirements, Exemptions and Ongoing Registrant Obligations, where applicable. "Accredited investor" and "permitted client" are separate defined terms under Canadian securities law, applicable to different exemptions, and a person may meet one without meeting the other. Any investment advice provided in connection with an interest referred to on this site is provided, if at all, only to persons who separately qualify as "permitted clients," in reliance on the international adviser exemption under National Instrument 31-103, subject to the conditions of that exemption. No prospectus has been filed with any securities regulatory authority in Canada in connection with any such interest. The Firm is not registered as a dealer or adviser under the securities legislation of any province or territory of Canada.
United Arab Emirates (Onshore, DIFC and ADGM): The DIFC and ADGM are distinct, separately regulated jurisdictions from each other and from the rest of the United Arab Emirates. Each is addressed in turn below.
Within the Dubai International Financial Centre, this site and its content have not been approved, licensed by, or registered with the Dubai Financial Services Authority ("DFSA") and do not constitute a financial promotion, offer, sale, or delivery of shares or other securities under DIFC law. Any such promotion is restricted to persons meeting the DFSA's definition of Professional Client or Market Counterparty and is not directed at Retail Clients. The DIFC Courts are a common law court system separate from the onshore courts of the United Arab Emirates, and nothing in this notice affects the jurisdiction the DIFC Courts may have over regulated activity carried on within the DIFC.
Within Abu Dhabi Global Market, this site and its content have not been approved, licensed by, or registered with the Financial Services Regulatory Authority ("FSRA"), and any such promotion is restricted to persons meeting the FSRA's equivalent definition of Professional Client or Market Counterparty. The ADGM Courts are a common law court system separate from the onshore courts of the United Arab Emirates, and nothing in this notice affects the jurisdiction the ADGM Courts may have over regulated activity carried on within the ADGM.
Within the United Arab Emirates outside the DIFC and ADGM ("onshore UAE"), this site and its content have not been approved by, or filed with, the Securities and Commodities Authority ("SCA") and do not constitute the promotion of a fund to the public within the meaning of the SCA's regulations governing the promotion and introduction of securities, including the Chairman of the SCA Board's decision concerning the regulations as to promotion and introduction, as amended from time to time. Any promotion of an interest referred to on this site into onshore UAE is undertaken, if at all, only pursuant to an available exemption under those regulations, including a promotion made otherwise than to the public or through an SCA-licensed placement agent to persons qualifying as Qualified Investors under those regulations, and this notice does not itself constitute such a promotion.
Saudi Arabia: This site and its content have not been approved by, or filed with, the Capital Market Authority of Saudi Arabia ("CMA") and do not constitute an offer of securities to the public within the meaning of the CMA's Rules on the Offer of Securities and Continuing Obligations. Any interest referred to on this site is not being, and will not be, offered or sold in the Kingdom of Saudi Arabia except pursuant to an exemption available under those Rules, including an offer made to sophisticated investors, as defined therein, or to a limited number of offerees not exceeding the threshold specified in the Rules, in each case without the use of general advertising or public solicitation, and this notice does not itself constitute such an offer. The Firm is not authorised by the CMA as a Capital Market Institution and does not carry on a licensed securities business in the Kingdom of Saudi Arabia.
Qatar: Within the Qatar Financial Centre, this site and its content have not been approved by, or registered with, the Qatar Financial Centre Regulatory Authority ("QFCRA") and any promotion of an interest referred to on this site is restricted to persons meeting the QFCRA's definition of Business Customer or Market Counterparty. The Firm does not hold a QFCRA licence to conduct regulated activities within the Qatar Financial Centre. The Qatar International Court and Dispute Resolution Centre is a common law court system separate from the onshore courts of the State of Qatar, and nothing in this notice affects any jurisdiction it may have over regulated activity carried on within the Qatar Financial Centre. Outside the Qatar Financial Centre, this site is not directed at persons in the State of Qatar, and nothing on it constitutes or forms part of a public offer of securities for the purposes of the regulations of the Qatar Central Bank or the Qatar Financial Markets Authority.
Bahrain: This site and its content have not been approved by, or registered with, the Central Bank of Bahrain ("CBB") and do not constitute a public offer of securities within the meaning of the CBB Rulebook. Any interest referred to on this site is not being, and will not be, offered or sold in the Kingdom of Bahrain except by way of private placement to Accredited Investors, as defined in the CBB Rulebook, without any public offer, marketing, or advertisement, and this notice does not itself constitute such an offer. The Firm does not hold a licence from the CBB to carry on a regulated activity in the Kingdom of Bahrain.
Kuwait: This site and its content have not been approved by, or licensed with, the Capital Markets Authority of Kuwait ("Kuwait CMA") and do not constitute a public offer of securities within the meaning of Law No. 7 of 2010, as amended, and its executive bylaws. Any interest referred to on this site is not being, and will not be, offered or sold in the State of Kuwait except pursuant to a private placement exemption available under Kuwait CMA regulations, including an offer made to Professional Clients without public marketing or solicitation, and this notice does not itself constitute such an offer. The Firm does not hold a licence from the Kuwait CMA to carry on a licensed activity in the State of Kuwait.
Singapore: This site has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS"). Any offer or invitation referred to on this site is not made to the public in Singapore and is available only to institutional investors under section 304 of the Securities and Futures Act 2001 ("SFA"), or to accredited investors and other relevant persons under section 305 of the SFA, subject to the conditions specified in the SFA, and any interest acquired pursuant to such an offer is subject to the restrictions on resale under section 305A of the SFA. The Firm does not hold a capital markets services licence for fund management in Singapore, and any activity conducted in reliance on this notice is not intended to constitute the regulated activity of fund management, or dealing in capital markets products, in Singapore for the purposes of the SFA. Nothing on this site is intended to constitute the provision of financial advisory services for the purposes of the Financial Advisers Act 2001, and the Firm does not hold a licence, or benefit from an exemption, under that Act in connection with this site.
Hong Kong: This site has not been reviewed or approved by the Securities and Futures Commission of Hong Kong ("SFC"). Any interest referred to on this site is not being, and will not be, offered or sold in Hong Kong by means of any document other than to persons who are "professional investors" within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571) and any rules made under it, or in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), and no advertisement, invitation, or document relating to any such interest has been or will be issued in Hong Kong other than to such professional investors or as otherwise permitted under Hong Kong securities laws. The Firm is not licensed by the SFC to carry on a regulated activity in Hong Kong, including Type 9 (asset management) or Type 1 (dealing in securities) regulated activity, and any activity conducted in reliance on this notice is not intended to constitute a regulated activity for the purposes of the Securities and Futures Ordinance.
Japan: This site and its content have not been registered under, and no notification has been filed under, the Financial Instruments and Exchange Act of Japan (the "FIEA") other than as may be required in connection with a specific offering. Any interest referred to on this site is not being, and will not be, offered or sold in Japan except to Qualified Institutional Investors, as defined under the FIEA, in reliance on the exemption available under Article 63 of the FIEA, or otherwise pursuant to another private placement exemption available under the FIEA, and any such offering will be made only following the notifications, and subject to the conditions, required under the FIEA. The Firm is not registered in Japan as a Financial Instruments Business operator.
Australia: This site and its content have not been lodged with the Australian Securities and Investments Commission ("ASIC"). The Firm does not hold, and any offer made in reliance on this notice is not intended to require, an Australian financial services licence, in reliance on the licensing relief for foreign financial services providers described in ASIC Regulatory Guide 176 or an equivalent exemption. Any interest referred to on this site is not being, and will not be, offered or issued in Australia except to wholesale clients, as defined in section 761G of the Corporations Act 2001 (Cth), and no disclosure document or product disclosure statement has been or will be lodged with ASIC in connection with any such offer. As any such offer is made only to wholesale clients, no fund or vehicle referred to on this site is required to be registered as a managed investment scheme under Chapter 5C of the Corporations Act 2001 (Cth).
European Union: The Firm is not authorised as an alternative investment fund manager under Directive 2011/61/EU ("AIFMD") and does not benefit from an AIFMD marketing passport. Any marketing of an alternative investment fund referred to on this site into a member state of the European Union is undertaken, if at all, only under that member state's national private placement regime pursuant to Article 42 AIFMD, following any required notification to, and subject to any conditions imposed by, the competent authority of that member state, and only to professional investors as defined by reference to Annex II of Directive 2014/65/EU (MiFID II). No interest referred to on this site is directed at, or has been or will be offered or sold to, retail investors in the European Union, and no key information document has been prepared under Regulation (EU) 1286/2014 (PRIIPs). Access to this site does not constitute, and should not be treated as, an offer or solicitation by the Firm into the European Union. The Firm does not rely on reverse solicitation as a basis for any subscription by an investor in the European Union, and any such subscription will only be accepted following compliance with the applicable national private placement regime described above.
Switzerland: This site and its content have not been approved by, and this notice has not been filed with, the Swiss Financial Market Supervisory Authority ("FINMA"). Any interest referred to on this site is not being, and will not be, offered or distributed in or from Switzerland to the public within the meaning of the Swiss Financial Services Act ("FinSA") or the Swiss Collective Investment Schemes Act ("CISA"), and is available, if at all, only to persons qualifying as professional or institutional clients within the meaning of Article 4 of FinSA. No key information document has been, or is required to be, prepared under FinSA in connection with any such offer, and a Swiss representative and paying agent will be appointed under CISA only where required in connection with a specific offering, having regard to the categories of investor to whom that offering is made. The Firm does not hold a FINMA licence as a manager of collective assets or in any other capacity.
The risk factors set out below are a non-exhaustive summary and do not describe every risk associated with an investment in any strategy or vehicle referred to on this site. An investment in any strategy referred to on this site carries a significant degree of risk, including the risk of loss of the entire amount invested, and is suitable only for investors capable of bearing such losses. This notice does not replace the risk disclosures contained in the relevant offering documentation, which should be read in full before any investment decision is made. Past performance is not a reliable indicator of future results. The value of an investment, and any income from it, may fall as well as rise, and movements in exchange rates may also affect the value of an investment. Fees, costs, and expenses borne by an investor, including management and performance-based fees, will reduce the net return on an investment and are described in the relevant offering documentation.
Certain strategies referred to on this site, including private credit and venture capital strategies, may be illiquid and are typically subject to lock-up periods, restrictions on redemption or transfer, and limited or no secondary market, such that an investor should be prepared to hold an interest for an extended period and may be unable to realise its investment when desired.
Even where a strategy offers periodic redemption rights, the relevant fund or vehicle may reserve the right to defer, limit, suspend, or apply a gate to redemptions in certain circumstances, including where the manager considers this to be in the interests of investors generally, such that an investor may be unable to redeem all or part of its interest when requested.
Where the underlying assets of a strategy are illiquid or otherwise not actively traded, their value may be determined by the relevant manager or administrator using estimates, models, or unaudited information, rather than an independently observable market price, and such valuations may prove to be inaccurate and may be subject to subsequent adjustment.
Certain strategies, including global macro strategies, may employ leverage, short selling, and derivative instruments at the level of the relevant fund or vehicle, which can increase the volatility of returns and the potential for losses, up to and including the loss of the entire amount invested. The extent to which an investor may be liable for amounts beyond their investment or commitment depends on the terms of the specific vehicle and is described in the relevant offering documentation.
Certain strategies, including those with exposure to frontier markets, involve additional risks not typically associated with investing in more developed markets, including greater political and economic instability, less developed legal, regulatory, and custody infrastructure, capital and currency exchange controls, restrictions on repatriation of capital and income, and lower levels of market liquidity and transparency.
Certain strategies referred to on this site involve dealing with counterparties such as prime brokers, custodians, and derivative or securities financing counterparties. The insolvency or default of any such counterparty, or a failure by it to perform its obligations, could result in delays in realising, or losses on, assets held with or through that counterparty.
Certain strategies, including private credit and special situations strategies, may involve a concentrated number of positions, borrowers, or transactions, or concentration in a particular sector, geography, or instrument type. As a result, the poor performance of a small number of positions could have a disproportionate adverse effect on returns, relative to a more diversified portfolio.
Special situations and private credit strategies may involve investments in distressed, defaulted, or financially troubled borrowers or issuers, which can involve insolvency, restructuring, or litigation proceedings, the outcome of which is uncertain, may take longer than anticipated to resolve, and may result in recoveries that are lower than expected or the loss of the amount invested.
Venture capital investments are typically made in early-stage companies with limited operating history, uncertain prospects, and a high rate of business failure. It is common for a majority of the individual investments made by a venture capital strategy to lose some or all of their value, with the overall return of the strategy dependent on a small number of successful investments. There is no assurance that any such successful investments will occur.
Strategies with exposure to the artificial intelligence, fintech, or other technology sectors are subject to rapid technological change, evolving and uncertain regulation (including regulation specific to artificial intelligence), the risk that a company's technology or business model becomes obsolete or is displaced by competitors, and valuations that may not be supported by current revenues or profitability.
The performance of any strategy referred to on this site is likely to depend substantially on the continued involvement of a limited number of key investment professionals. The loss of the services of one or more such individuals could have a material adverse effect on the relevant strategy's performance.
The regulatory and tax treatment of the strategies, vehicles, and jurisdictions referred to on this site, including the exemptions and licensing positions described under "Jurisdiction" above, may change, and any such change could adversely affect the ability to operate, market, or manage a strategy, or the returns available to investors in it.
The Firm and the vehicles referred to on this site rely on information systems and third-party service providers to conduct their business. A cybersecurity incident, system failure, or other operational disruption affecting the Firm, a fund or vehicle, or a service provider to either, could result in the loss, corruption, or unauthorised disclosure of information, including personal data, or otherwise adversely affect performance or operations.
Financial Services Compensation Scheme protection does not extend to losses arising from an investment in any unregulated collective investment scheme or alternative investment fund that may be referred to on this site. This does not affect any separate claim that may be available in relation to the acts or omissions of an FCA-authorised person.
Information on this site has been obtained from sources believed to be reliable, but its accuracy and completeness are not guaranteed. Information may be amended or updated without notice, and no obligation is accepted to keep this site current. Any person acting on information contained on this site does so at their own risk. Nothing in this notice excludes or restricts any duty or liability that the Firm may owe under the regulatory system, as defined in the FCA Handbook, under any other regulatory regime referred to under "Jurisdiction" above that is applicable to a particular recipient, or any other liability which may not lawfully be excluded or restricted.
This site incorporates data feeds and content from third-party sources, including third-party weather data providers. The Firm does not endorse, and accepts no responsibility for, the accuracy, completeness, or availability of any such third-party data or content, which is provided for general contextual purposes only.
The content of this site, including its text, design, and the Firm's name and crest, is the property of the Firm or its licensors and is protected by copyright, trade mark, and other intellectual property laws. No part of this site may be reproduced or redistributed without the Firm's prior written consent, save as permitted by applicable law.
This notice, and use of this site, is governed by the laws of England and Wales, whose courts have exclusive jurisdiction over any dispute arising in connection with it, save that this does not affect any additional or separate rights, obligations, or regulatory requirements arising under the laws of any other jurisdiction from which this site is accessed or in which a Firm office operates.
This also does not affect your right, as a data subject, to lodge a complaint with your local data protection supervisory authority or to bring proceedings before the courts of your habitual residence in relation to the processing of your personal data, to the extent such rights are conferred on you by the UK GDPR, the EU GDPR, the Swiss Federal Act on Data Protection, or other applicable data protection law and cannot lawfully be excluded by this notice.
If any provision of this notice is held by a court or regulator of competent jurisdiction to be invalid or unenforceable in a particular jurisdiction, that provision shall, in that jurisdiction only, be limited or eliminated to the minimum extent necessary, and the remainder of this notice shall continue in full force and effect.
This notice is issued in English. Any translation into another language is provided for convenience only, and the English version prevails in the event of any inconsistency.
This notice may be amended or updated from time to time without prior notice, and the version in effect at the time you access this site governs your access and use of it on that occasion. It is your responsibility to review this notice each time you access this site.