You agree to indemnify and hold harmless Profor Securities Group LLC and each of its affiliates and controlling persons (as defined in Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934), any parent or subsidiary undertaking as defined under section 1162 of the Companies Act 2006 and any other affiliated company, and the officers, directors, employees and agents of each of the foregoing (each an “Indemnitee”) from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal and other professionals fees and disbursements of counsel incurred by an Indemnitee in any action or proceeding between you and an Indemnitee or between an Indemnitee and any third party or otherwise), judgments, fines, settlements, and other amounts (collectively, “Damages”) arising from any and all claims, demands, actions, suits or proceedings (civil, criminal, administrative or investigative), actual or threatened, in which an Indemnitee may be involved, as a party or otherwise, by reason of your participation in Profor Securities Events; provided, that no indemnification shall be available to an Indemnitee for Damages finally determined by a court of competent jurisdiction to be the result of such Indemnitee’s gross negligence, bad faith, or willful misconduct.
The following Terms and Conditions (the "Terms") apply in respect of any capital introduction services or activities carried on by Profor Securities LLC and/or any of their affiliates and/or their officers, directors, agents or employees with you and/or, if applicable, the entity that you represent (the "Investor"), including the Investor's access to any materials available through this website. The Terms may be replaced or supplemented with separate or additional terms between Profor Securities and the Investor relating to the provision or receipt of capital introduction services in certain jurisdictions. By reviewing or otherwise using these materials you agree and acknowledge on behalf of the Investor:
1. Investor Qualifications and Investment Experience. The institutional Investor must be one of the following: (a) if the investor is located in the United States of America, the investor is (i) an “accredited investor” as defined under Regulation D of the U.S. Securities Act of 1933, (ii) a “qualified purchaser” as defined under the U.S. Investment Company Act of 1940, (iii) a self-directed, sophisticated investor, and (iv) experienced in investing in private investment funds, (b) if the investor is located within the United Kingdom, the investor is an professional client or eligible counterparty as defined in the rules of the Financial Conduct Authority of the UK, (c) if the investor is located in Switzerland, a qualified investor as defined by CISA and its implementing ordinance CISO which provide that the following are deemed to be qualified investors: (i) regulated financial intermediaries (such as banks, securities dealers and fund management companies), (ii) insurance companies, (iii) public entities and pension funds with professional treasury operations as defined by the practice of the FINMA, (iv) companies with professional treasury operations as defined by the practice of the FINMA, (v) high net worth individuals (individuals who have confirmed to a bank, securities dealer, fund management company or independent asset manager in writing, that, at the time of purchase, they directly or indirectly hold financial investments of two million Swiss francs), (vi) investors who have entered into a discretionary management agreement with a bank, securities dealer, fund management company, or an asset manager of collective investment schemes, (vii) investors who have entered into a discretionary asset management agreement with an unregulated asset manager, provided that (A) such asset manager is subject to Swiss money laundering regulations, and (B) subject to code of conduct rules approved by the FINMA and (C) provided that the asset management agreement complies with recognized standards of a self-regulatory organization (e.g. the directives as set forth by the Swiss Bankers Association), (d) if the investor is located in Sweden, a regulated entity as defined in the Finansinspektionen’s rules, (e) if the investor is located in The Netherlands, the investor is a professional investor and a qualified investor as defined in the Financial Supervision Act (the “WFT”) (f) if the investor is located in Denmark, either an entity subject to financial supervision in Denmark or a qualified investor as defined in the Danish Securities Trading Act, (g) if the investor is located in Norway, Profor Securities Group (as defined below) will only facilitate interaction making purely practical arrangements, and will not advertise or otherwise market hedge funds or act as intermediary for the fund or fund manager, (h) if the investor is located in Finland, the investor is a professional investor as defined in the Finnish Investment Funds Act, (i) if the investor is located in France, the investor is a “Qualified Investor”, acting for its own account, under French law pursuant to Articles L 411-1 and D 411-2 of the French Monetary and Financial Code and (j) if the investor is located in Italy, the investor is a "Qualified Investor" ("Investitore Qualificato") as defined under Article 1, paragraph 1-h, of the Italian Regulation on Uniform Rules on Investment Funds (Decree No. 228 of 1999 of the Ministry of Treasury of the Republic of Italy, as amended), (k) if the investor is located in the People's Republic of China (for this purpose, excluding Hong Kong, Macau and Taiwan), the investor is responsible for obtaining all relevant government regulatory approvals/licences themselves, and complying with all relevant regulations, including, but not limited to, any relevant foreign exchange regulations and/or overseas investment regulations, (l) if the investor is located in Hong Kong, the investor is a "professional investor" as defined under the Hong Kong Securities and Futures Ordinance and Securities and Futures (Professional Investor) Rules and the investor understands that materials provided by Profor Securities do not constitute an offer to sell or a solicitation of an offer to purchase any share or other interest, (m) If the investor is located in India, the investor understands that materials provided by the Profor Securities Group do not constitute an offer to sell or a solicitation of an offer to buy any securities and such materials do not and should not be construed as prospectuses, (n) If the investor is located in Japan, the investor falls within one of the institutions provided for under Article 58-2 of the Financial Instruments and Exchange Law of Japan (the "FIEL"), Article 17-3, Paragraph 1, Item 1 of the Cabinet Order of the FIEL and Article 209 of the Cabinet Office Ordinance regarding Financial Instruments Dealing Business of the FIEL, (o) if the investor is in Australia, each potential investor must satisfy the definition of wholesale client (in terms of the Corporations Act 2001, sections 761G and 761GA; Corporations Regulations 2001, division 2, reg. 7.1.18 & 7.1.19) and/or professional investor (as defined in section 9 of the Corporations Act 2001) and the distribution of materials should not constitute a recommendation or an offer or solicitation to engage in any trading strategy or the purchase or sale of any financial instruments, and (p) if the investor is located in Singapore, the investor is an "Institutional Investor" within the meaning of the Financial Advisers Act, Chapter 110 of Singapore and as defined Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, and (q) if the investor is located in Canada, the investor is (i) an Accredited Investor as defined in National Instrument 45-106, and (ii) a Permitted Client as defined in Multilateral Instrument 32-102. The distribution of the materials by Profor Securities 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 Profor Securities of any fund or investment strategy. The Investor understands that private investment funds (and often their managers) may not be subject to U.S. federal or state securities registration or regulation, and their disclosures generally are not reviewed by any U.S. federal or state securities regulator or self-regulatory organization.
2. Investor’s Responsibility for Investment Decision. The Investor is solely responsible for reviewing any private investment fund (a “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, including consulting the Investor’s own legal and tax or other advisors. Any information provided or made available by any entity in the Profor Securities which is providing capital introduction services, together with its affiliates and/or its officers, directors, agents or employees, shall not form any basis of any investment decision by the Investor. In addition, the Investor hereby represents and confirms that it has not received any information in relation to a fund, its manager and/or its investment advisor other than pursuant to a request for such information made by or on the instructions of the Investor.
3. Fund Information Not Verified. Any information about a fund and its manager, has been issued by, is solely the responsibility of the fund and its manager, including any “profile” of the fund and its manager compiled by Profor Securities . Any written material, oral presentation or other information concerning a fund and its manager provided by a fund or its manager has been prepared and issued by the fund or its manager, except that Profor Securities may compile a “profile” of a fund and its manager for the convenience of recipients based solely on information provided by the fund, its manager or independent third parties. Profor Securities does not review or verify such information or written material for its adequacy, accuracy or completeness. Investors should conduct their own investigation of any investment in a fund and its manager and should carefully review the private placement memorandum or offering circular of a fund to assess the investment strategies, past performance, a fund’s financial information with any available independent verifications, risks of the fund and positions held or allegedly held by the fund or any other relevant factors. Funds may be speculative, involve a high degree of risk, be illiquid and/or highly leveraged and their performance can be volatile, and investors can lose all or a substantial amount of any investment in a fund.
4. No Recommendation or Representation. Profor Securities does not make any warranty, express or implied, as to such information, the suitability of the fund as an investment of any kind whatsoever or assume any responsibility for the adequacy, or accuracy or completeness of, any such information or the use of such information. The distribution of any such information or written material by Profor Securities should not be construed as (a) an endorsement or recommendation by Profor Securities of any fund, security or manager or of any information or written material provided by the fund and/or manager, (b) advice given by Profor Securities about the merits of investing in a fund or the legal, regulatory, tax or financial consequences of an investment in a fund or (c) an offer or solicitation to acquire or dispose of any interest in a fund, or (d) the provision or support of the provision of portfolio management services by any investment manager in any jurisdiction.
5. No Agency or Fiduciary Relationships Related to the Introduction Program. In making an introduction or performing any other services in our introduction program, no agency or fiduciary relationship, joint enterprise or partnership is established between the Investor and Profor Securities , nor between any of the various investment managers or funds and Profor Securities , regardless of whether the Investor ultimately chooses to make an investment in any of the funds participating in our program. The Investor will not have any contractual, client or other legal relationship with Profor Securities with respect to any introduction. If the Investor has an existing relationship with Profor Securities , any introduction falls outside of that relationship.
6. Other Profor Securities Conflicts and Relationships. Profor Securities 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. Profor Securities (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. In the event that Profor Securities Group has a relationship with the Investor (for example, the Investor is a private wealth client), that relationship may give rise to a conflict of interest to the extent that the Investor is considering making an investment in a fund. Further, Profor Securities has or may develop a separate business or client relationship with the Investor, which may have an advisory aspect to it ("Advisory Relationship"). Any information or material delivered to the Investor in connection with the introduction program shall not be deemed under any circumstances to be provided to the Investor as part of such Advisory Relationship. In addition, unless expressly agreed to the contrary, Profor Securities shall be under no obligation as a result of such Advisory Relationship to provide the Investor with any advice or recommendations in connection with any material provided or any further information or material relating to any particular fund or manager referenced therein.
7. No Responsibility to Provide Information. Through Profor Securities relationship with a fund or manager, it may possess information about such fund or manager that may be inconsistent with or in addition to any information provided or made available by Profor Securities or by the fund and/or manager to the Investor. Even if it has such information, Profor Securities has no responsibility to, and will not, disclose that information to the Investor - whether negative or positive - and will not provide any advice or recommendations to the Investor based on that information.
8. Confidentiality. The investor consents to its identity and any strategy in which it has communicated its interest to Profor Securities to be communicated to any manager or fund which is, or is considering, attending a capital introduction meeting or seminar which is arranged or hosted by Profor Securities .
9. No Profor Securities , Responsibility or Liability. Neither Profor Securities ,its affiliates, nor their officers, directors, employees or agents shall have any liability whatsoever (whether in negligence or otherwise) for, any losses, damages, costs or expenses, of any kind or description, relating to (i) the adequacy, or accuracy or completeness of, any such information or the use of such information or for any investment decision made by the Investor relating to the fund and/or manager or (ii) any information or written material provided or anything said or done by any fund, the manager thereof or any person representing either of them whether or not introduced by Profor Securities .
10. Investor is fully aware and unconditionally consents to the disclosure of any and all information provided to Profor Securities to LRG for LRG’s use.