SITE TERMS AND CONDITIONS
Please read the terms and conditions. If you do not agree to any section, please do not accept and enter the site. We reserve the right to deny access to the site at any time and for any reason.
The information contained on this site is designed solely for Professional Clients. If you are not a professional client you should not proceed any further. The content of this site should not be looked at or distributed to retail clients.
U.S. PROSPECTS: BY "CLICKING THE "I HAVE READ AND ACCEPTED THE TERMS SET OUT IN THE LEGAL DISCLAIMER”, I CERTIFY AND WARRANT THAT I AM A "MAJOR U.S. INSTITUTIONAL INVESTOR" AS DEFINED IN RULE 15A-6 UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. (AN ENTITY THAT OWNS, CONTROLS OR HAS UNDER MANAGEMENT MORE THAN $100 MILLION IN AGGREGATE FINANCIAL ASSETS). IF YOU ARE UNSURE OF YOUR STATUS, PLEASE CONSULT YOUR LEGAL / COMPLIANCE DEPARTMENT BEFORE PROCEEDING. IF AT ANY TIME AN ISSUE ARISES ABOUT YOUR STATUS AS SUCH WE RESERVE THE RIGHT TO SUSPEND ACCESS TO THIS SITE.
MATERIAL ON THIS SITE IS ONLY SUITABLE FOR MAJOR U.S. INSTITUTIONAL INVESTORS.
THE INFORMATION PROVIDED ON THIS SITE IS ABOUT FUNDS OR PROPOSED FUNDS. WHERE APPLICABLE, A FUND APPLICATION WILL BE SUBMITTED TO THE LUXEMBOURG REGULATOR WHEN THE CONSTITUTIONAL DOCUMENTS HAVE BEEN FINALISED.
THE INFORMATION PROVIDED IS FOR DISCUSSION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR A FIRM COMMITMENT TO PROVIDE ANY INVESTMENT OPPORTUNITY, FUND STRUCTURE OR RETURN. ANY OPINIONS EXPRESSED IN THE INFORMATION PROVIDED DO NOT CONSTITUTE LEGAL, TAX OR INVESTMENT ADVICE.
I understand that some or all of the information provided may be price sensitive and my access to this site is subject to the following conditions:
The following definitions apply for the purposes of these terms and conditions:
“Confidential Information” means information relating to the Pemberton Group or the Purpose which is made available (whether on or after these terms and conditions is agreed) in writing, visual or machine readable form (including by fax and other forms of electronic transmission) or orally to the Recipient or its Representatives by Pemberton or any other member of the Pemberton Group or their advisers and includes any analyses, compilations, notes, studies, memoranda or other documents containing, reflecting or otherwise derived from such information, but excludes information which:
is publicly available at the time of its disclosure under these terms and conditions; or
becomes publicly available following disclosure under these terms and conditions (other than as a result of disclosure by the Recipient or any other person contrary to the terms of these terms and conditions); or
was lawfully in the Recipient’s or its Representatives’ possession prior to disclosure under this terms and conditions (as can be demonstrated by the Recipient’s written records or other reasonable evidence) free of any restriction as to its use or disclosure; or
following disclosure under this terms and conditions, becomes available to the Recipient or its Representatives (as can be demonstrated by the Recipient’s written records or other reasonable evidence) from a source other than Pemberton or a member of the Pemberton Group, which source, to the Recipient’s knowledge, is not bound by any obligation of confidentiality to Pemberton or the Pemberton Group in relation to such information; or
is independently developed by Recipient or its Representatives without violating these terms and conditions;
“Group”, in relation to any person, means any corporations which are holding companies or subsidiaries or subsidiary undertakings (as such terms are defined in the Companies Act 1985, as amended) of it or of any such holding company.
“Pemberton Group” means Pemberton, Pemberton Asset Management Holdings Limited, Pemberton Capital Advisors (Jersey) Limited, Pemberton Capital Advisors LLP and any other member of the Group, and their advisors;
“Purpose” means the Recipient’s review of and potential investment in a fund or a proposed fund
“Recipient’s Group” means the Recipient and any other member of its Group; and
“Representatives” means any of the Recipient’s directors, officers, employees, advisors and consultants and those of any member of the Recipient’s Group.
2 Confidential Information
Subject to paragraph 5, the Recipient shall:
2.1 keep the Confidential Information secret and confidential and not disclose any of it to any person other than to individuals who are:
2.1.1 Representatives; or
2.1.2 employees of clients of the Recipient further to the Purpose;
2.2 only use the Confidential Information or disclose it in accordance with 2.1 for the sole purpose of considering, evaluating, advising on or furthering the Purpose and shall not use it for any other purpose;
2.3 keep the Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorised access by any third party;
2.4 not make any copies of Confidential Information or reproduce it in any form except for the purpose of supplying the same to those to whom disclosure is permitted in accordance with these terms and conditions;
2.5 inform Pemberton promptly if the Recipient becomes aware that the Confidential Information has been disclosed to an unauthorised third party; and
2.6 be responsible for any breach of the obligations by Representatives (as defined in paragraph 3 below) pursuant to these terms and conditions.
3 Confidentiality Undertakings by Representatives
The Recipient shall ensure that any Representatives and any clients of the Recipient to whom Confidential Information is to be made available are fully aware of the confidential nature of the Confidential Information and shall be directed to treat such information confidentially in accordance with the requirements of these terms and conditions and the Recipient shall promptly notify the Pemberton Group of any breach of which it becomes aware.
4 Disclosure to Third Parties
The Recipient shall not, nor direct any of its Representatives to, without the prior written consent of the Pemberton Group, disclose to (or otherwise discuss with) any person (including, without limitation, any other bidder for, or potential participant in the Purpose, the news media and any corporation, governmental agency, partnership, stock exchange, association, group, individual or other entity) the fact:
4.1 that the Confidential Information exists or has been provided to it; or
4.2 that the Recipient or any individual or entity covered by 2.1.2 is considering the Purpose; or
4.3 that discussions or negotiations are taking place or have taken place concerning the Purpose involving the Pemberton Group, or any of the terms, conditions or other facts with respect to the Purpose, including, without limitation, the status thereof.
Likewise, the Pemberton Group agrees to keep confidential and not disclose to any third party the fact that the Recipient is in discussions with or reviewing confidential proprietary information associated with the Pemberton Group, or of any terms or other information relating thereto.
5 Permitted Disclosure
The provisions of paragraphs 2 and 4 shall not restrict any disclosure required or requested by law, regulation, any court of competent jurisdiction, the rules and regulations of any regulatory body or stock exchange on which the Recipient’s shares are listed or quoted, or any enquiry or investigation by any governmental, official or legal or regulatory body which is lawfully entitled to require any such disclosure or other similar legal process, provided that, so far as it is lawful and practical to do so prior to such disclosure, the Recipient shall promptly notify the Pemberton Group of such requirement with a view to providing the opportunity for the Pemberton Group to contest such disclosure. Notwithstanding the above, notice to the Pemberton Group shall not be required where disclosure is in connection with a routine audit or examination by, or a blanket document request from, a regulatory or governmental entity that does not specifically reference Pemberton or these terms and conditions.
6 No Conflict of Obligations
The Recipient hereby represents to the Pemberton Group that it is not bound by the terms of a confidentiality terms and conditions or other terms and conditions with a third party that would conflict with any of its obligations under these terms and conditions, and that its employees directly involved in the Purpose are not acting as a broker for or representative of any person unless otherwise disclosed to and agreed in advance of any disclosure with Pemberton.
7 Return of Confidential Information
Within seven days of a written demand from the Pemberton Group, the Recipient shall at its expense:
7.1 Return, or at its option, destroy all written Confidential Information provided to the Recipient or its Representatives which is in the Recipient’s possession or under the Recipient’s custody and control without keeping any copies thereof and shall direct its Representatives to do the same;
7.2 on written request supply a certificate signed by any director of the Recipient confirming that, to his knowledge, information and belief, having made all proper enquiries, the requirements of paragraph 7.1 have been fully complied with, provided that:
7.2.1 the Recipient may retain (and not be obliged to erase, expunge or destroy) any Confidential Information as may be required by law or in accordance with policies and procedures implemented in order to comply with internal, legal, professional, compliance and regulatory standards or requirements or created as a result of automatic electronic back-up procedures; and
7.2.2 the Recipient may keep one copy of any documents in its possession for record keeping purposes without prejudice to any duties of confidentiality in relation to such Confidential Information contained in these terms and conditions.
8 Ownership of Confidential Information
Subject to the provisions of any terms and conditions(s) to be negotiated and entered into between the parties to these terms and conditions, the Confidential Information shall remain the property of the Pemberton Group and its disclosure shall not confer on the Recipient any rights (including any intellectual property rights) over the Confidential Information whatsoever beyond those contained in these terms and conditions.
9 No Representation
Neither Pemberton nor any member of the Pemberton Group or any of their officers, employees or advisors (i) makes any representation or warranty, express or implied, as to, or assumes responsibility for, the accuracy, reliability or completeness of any of the Confidential Information, or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information supplied by Pemberton or any member of the Pemberton Group or be otherwise liable to the Recipient or any other person in respect of the Confidential Information.
Please note all information is also subject to disclaimers scheduled to these terms and conditions.
10 Inside Information
The Recipient acknowledges that the Confidential Information may include commercially sensitive and / or price-sensitive information and the use of such information may be regulated or prohibited by applicable legislation, including securities law relating to insider dealing and market abuse, and you undertake not to use any Confidential Information for any unlawful purpose.
11 Limitation on Scope
NEITHER THE CONFIDENTIAL INFORMATION NOR ANYTHING ELSE IN THESE TERMS AND CONDITIONS WILL CONSTITUTE AN OFFER BY OR ON BEHALF OF PEMBERTON CAPITAL ADVISORS LLP OR ANY MEMBER OF THE PEMBERTON GROUP AND NEITHER PEMBERTON CAPITAL ADVISORS LLP NOR ANY MEMBER OF THE PEMBERTON GROUP WILL BE UNDER ANY OBLIGATION TO ACCEPT ANY OFFER OR PROPOSAL WHICH MAY BE MADE BY THE RECIPIENT OR ON THE RECIPIENT’S BEHALF IN CONNECTION WITH THE PURPOSE. NEITHER THE CONFIDENTIAL INFORMATION NOR ANYTHING ELSE IN THESE TERMS AND CONDITIONS WILL FORM THE BASIS OF ANY CONTRACT WHICH WILL BE CONSTITUTED SOLELY BY ANY FINAL TERMS AND CONDITIONS(S) TO BE NEGOTIATED AND ENTERED INTO BETWEEN THE PARTIES TO THIS TERMS AND CONDITIONS AND UNLESS AND UNTIL SUCH FINAL TERMS AND CONDITIONS(S) HAVE BEEN ENTERED INTO, NEITHER PARTY TO THESE TERMS AND CONDITIONS WILL BE UNDER ANY LEGAL OBLIGATION OF ANY KIND WITH RESPECT TO THE PURPOSE EXCEPT, IN THE CASE OF THESE TERMS AND CONDITIONS, FOR THE MATTERS SPECIFICALLY AGREED TO HEREIN.
No failure or delay by either party in exercising any of its rights under these terms and conditions shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such rights.
Without prejudice to any other rights or remedies which either party may have, each party acknowledges and agrees that damages may not be an adequate remedy for any breach by either party of the provisions of these terms and conditions and each party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by the other party or any other relevant person.
The Recipient agrees that the rights of the Pemberton Group under these terms and conditions may be assigned or transferred in whole or in part to any third party within the Pemberton Group and that such third party may enforce these terms and conditions to the same extent and in the same manner as Pemberton can enforce it.
If any provision in these terms and conditions shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law or otherwise, such provision (or part) shall to that extent be deemed not to form part of this terms and conditions but the legality, validity and enforceability of the remainder of this terms and conditions shall not be affected.
Any notice, claim or demand in connection with these terms and conditions shall be given in writing to the relevant party at the address stated in this terms and conditions (or such other address as it shall previously have notified to the other party). Any notice sent by hand shall be deemed received when delivered and any notice sent by first class post within the United Kingdom shall be deemed received 72 hours after posting.
17 Third Party Rights
17.1 These terms and conditions does not create any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to it except and to the extent as set out in paragraph 18.2; and
17.2 Each member of the Pemberton Group and their advisers shall be entitled to the benefit of, and to enforce the terms of this terms and conditions as if they were parties to these terms and conditions.
18 Governing Law and Jurisdiction
18.1 These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales;
18.2 Each of the parties irrevocably agrees that the courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these terms and conditions and that accordingly any proceedings arising out of or in connection with these terms and conditions shall be brought in such courts. Each of the parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum; and
18.3 Paragraph 18.2 is for the benefit of the Pemberton Group and shall not limit the right of Pemberton or the Pemberton Group to take proceedings in any other court of competent jurisdiction.
Nothing on this site should be construed as an offer to sell or solicitation of an offer to purchase any products where it would be illegal to do so.
Access to this site is intended only for the person who has registered and information is made available solely for discussion / information purposes. Pemberton Capital Advisors LLP gives no undertaking to provide the recipient with access to any additional information. The information contained on this site (which does not purport to be comprehensive) is provided by us and has not been independently verified.
The information available is believed to be accurate only at the date of posting and does not imply that the information herein is correct at any time subsequent to the date of posting and such information may be subject to change at any time. No representation, warranty, or undertaking (express or implied) is made or assurance given that statements, including any third party information, of opinion and/or belief or any projected or forecast financial, market or performance information and any forecasts, estimates and expressions of opinion, intention and expectation contained in this document are prepared on the basis of assumptions believed to be reasonable by us and where there was, in our opinion, a reasonable basis for the assumptions and the conclusions reached (it being understood that such forecasts, estimates and expressions of opinion, intention and expectation may be subject to significant contingencies and uncertainties which are beyond our control and no assurance can be given that they will be realized or achieved).
The information on this site has been prepared and issued by Pemberton Capital Advisors LLP. Pemberton Capital Advisors LLP is authorised and regulated by the Financial Conduct Authority (“FCA”) and entered on the FCA Register with the firm reference number 561640 and is registered in England and Wales at 42-44 Grosvenor Gardens, London, SW1W 0EB, United Kingdom. Registered with the US. Securities and Exchange Commission as an investment adviser under the U.S. Investment Advisers Act of 1940 with CRD No. 282621 and SEC File No. 801-107757.
Tel: +44(0) 207 993 9300. www.pembertonam.com
Pemberton is a registered trademark. © 2017 Pemberton.
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