Disclaimer Capital Introduction

Each potential investor participating in Capital Introduction (the “Investor”) must be one of the following: (a) if the investor is located in the United States of America, the investor is (i) an institutional “accredited investor” as defined under Regulation D of the U.S. Securities Act of 1933, as amended, or (ii) a “qualified purchaser” as defined under the U.S. Investment Company Act of 1940, as amended, (b) for customers located within the United Kingdom, a professional client or eligible counterparty as defined by Financial Conduct Authority’s rules, (c) if the investor is located in Switzerland,  the investor is (i) an “institutional investor” or (ii) per se professional client under the Swiss Financial Services Act (“FinSA”). , and (d) if the investor is located in Canada, the investor is (i) an “accredited investor” (“Accredited Investor”) as defined in National Instrument 45-106 – Prospectus Exemptions (“National Instrument 45-106”), and (ii) a Permitted Client as defined National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations (“National Instrument 31-103”) and, in Ontario, Quebec and Newfoundland and Labrador, as defined in Multilateral Instrument 32-102, (e) if the investor is located in the European Union, the investor is a “professional investor” as defined in Section I of Annex II of MiFID; (f) if the investor is located in Hong Kong, the investor is a “professional investor” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong), (g) if the investor is located in Singapore, the investor is an “institutional investor” as defined in Securities and Futures Act 2001 of Singapore, (h) if the investor is located in Australia, the investor is a “wholesale client” within the meaning of section 761G of the Corporations Act 2001 (Cth). 

The distribution of the materials by BNP Paribas should not be regarded as any recommendation with regards to the merits or suitability of any manager and does not constitute an endorsement or recommendation by BNP Paribas of any fund or investment strategy. 

The Investor is solely responsible for reviewing any private investment fund, its private placement memorandum or other offering documents and any statements made by a fund or its manager and for performing such due diligence as the Investor may deem appropriate.

Any information provided or made available by BNP Paribas SA and/or BNP Paribas Securities Corp. (together with their affiliates and/or their officers, directors, agents or employees, collectively “BNP Paribas”) shall not form any basis of any investment decision by the Investor. 

Any information about a fund and its manager is solely the responsibility of the fund and its manager. Before considering any investment, eligible investors in applicable jurisdictions should carefully review (i) the Fund’s offering materials, including a complete description of the Fund and its strategies, policies and risks, (ii) the Fund’s financial information with any available independent verification and (iii) any other relevant factors (including without limitation assets under management, redemption levels and restrictions on redemption levels).

BNP Paribas does not review or verify such information for its adequacy, accuracy or completeness. The distribution of any such information by BNP Paribas should not be construed as (a) an endorsement or recommendation by BNP Paribas of any fund, security or manager or of any information provided by the fund and/or manager, or (b) an offer or solicitation to acquire or dispose of any interest in a fund. Any such information is current as at the date of its production and BNP Paribas is under no obligation to update or keep current such information.

BNP Paribas is not acting as placement agent for any fund and will not receive any finder’s fee or transaction-based compensation specifically related to any investment by the Investor in a fund. BNP Paribas (a) has or may develop other business relationships with any fund and/or its manager and, as a result, may earn fees, commissions, certain profits and other revenues from a fund and/or the manager and (b) may have an investment in a fund or in a separate account managed by the manager (or in the manager/company) or may make the same investments (in securities, loans or otherwise) as the fund or the manager.

Important Disclosures about BNP Paribas Securities Corp.

This communication includes information about one or more investment advisers (each, an “IA”) and/or one or more a private funds advised by the IA (each, a “Private Fund”) in the context of BNP Paribas Securities Corp. (“BD”) providing capital introduction services to the IA (the “Cap Intro Information”), which may also be performed by one or more of BD’s affiliates. While BD is not making any solicitation or recommendation, express or implied, as to the suitability or otherwise of any investment with an IA or Private Fund, this disclosure is intended to help the IA satisfy any obligations it believes it may have with respect to this communication under Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (known as the “Marketing Rule”). The Cap Intro Information is provided to you as a participant in the BD capital introduction program, and not as part of any other relationship(s), including any advisory relationship(s), you may have with BD and/or its affiliates.

Please read these important summary disclosures about the BD relating to the Cap Intro Information:

1. BD provides its capital introduction services to the IA as an ancillary service provided to clients within the Prime Services business unit. BD acting through its capital introduction team is not a client of the IA nor is it invested in the IA or any of its Private Funds, although employees of the capital introduction team in their personal capacities may have invested in other products advised by the IA. However, BD may invest in the IA, the Private Funds or other clients of the IA or advise its clients to invest in any of the foregoing through other business units and/or affiliates.
2. BD does not charge the IA a separate fee for its capital introduction services nor does it obligate the IA to provide any other form of consideration for these services. However, BD and/or its affiliates have, or expect to develop, one or more business relationships with the IA and/or its fund clients, including acting as prime broker, custodian, broker, dealer or clearing agent. As part of such relationship(s), BD and/or its affiliates earns or expects to earn direct and indirect cash and non-cash compensation in the form of fees, commissions, payments for order flow, increased transactions or balances, interest and other financing charges, as well as other increased business or revenues.
3. BD may have a conflict of interest relating to its communication of the Cap Intro Information to you (and such conflicts are managed by the BD or its affiliates through its existing policies and procedures reasonably designed to manage business conflicts) because:
   (a) any cash and non-cash compensation and/or increased business the BD and/or its affiliates earns or expects to earn from the IA and/or its fund clients (in the context of transactions entered into between the BD or any of its affiliates and the IA and.or its fund clients not relating to the Cap Intro Information) could be a factor in BD determining to provide such Cap Intro Information to you; and/or
   (b) through its relationship with the IA or its Private Fund, BD and/or its affiliates may possess information about the IA or its Private Funds that BD may not disclose to you, regardless of whether such information is material to a potential investing decision and/or is favorable or unfavorable.